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Your Directors present their 69th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.
STATE OF COMPANYS AFFAIRS:
Your Company was in the business of sales and service of Lead Storage Batteries, Power Backup Systems and Automotive parts. It had a nationwide network of 19 sales offices and warehouses and staff of 120 providing sales and services to the customers across India. From the month of November, 2016 the Company has shrunk its business and closed down many branches and staff have resigned from the services of the Company. At present we have 11 staff to provide service to the customers.
In the Lead Storage Battery segment, your Company marketed its own brands of automotive and non-automotive batteries. Your Company marketed a premium range of batteries known as ZENIDE and ZENIDE GOLD and also Autozen and POWERZEN standard range of batteries. These batteries were sold to end-users, OE customers and to battery dealers and power solution providers across India. PAE also provided battery charging service to its customers. The range of batteries included automotive, motorcycle, tubular and sealed-maintenance-free and valve-regulated lead acid batteries.
The financial highlights of the year are:
|Income from operation||4.84||8.92|
|Profit/(loss) before Interest, Depreciation,|
|Tax and Exceptional Items||(446.52)||(134.20)|
|Less: Interest Expenses||(61.11)||(47.00)|
|Less: Exceptional Items (income)||857.77||43.16|
|Profit/(loss) before Tax||339.80||(152.18)|
|Less Provision for Taxation||(4.16)||-|
|Net Profit/(Loss) after Tax||335.80||(152.18)|
|Other comprehensive income||28.64||(16.96)|
During the financial year 2018-2019 the total income was Rs.46.91 Lakhs compared to last years total income of Rs.155.21 Lakhs. Profit before Tax was Rs.339.80 Lakhs in the current year as compared to Loss of Rs.152.18 Lakhs in the previous year. This was due to the decrease in sales on account of difficult market condition, financial crunch and challenging situation worldwide.
DIVIDEND AND BOOK CLOSURE:
The Board of Directors does not recommend dividend on equity shares for the current financial year.
The register of members and share transfer books will remain close from September 13, 2019 to September 19, 2019 (both days inclusive) for the 69th Annual General Meeting of the Company scheduled to be convened on September 19, 2019 at 11.00 a.m. at The Victoria Memorial School for the Blind, 73, Tardeo Road, Next H. P. Petrol Pump, Mumbai-400 034.
The current Authorised Share Capital of the Company is Rs. 25,00,00,000 (Rupees Twenty Five Crores) divided into 1,50,00,000 (One Crore Fifty lacs) Equity shares of Rs.10/- each and 1,00,00,000 (One Crore ) Preference shares of Rs.10/- each.
The paid up Equity share capital of the Company as on March 31, 2019 was Rs.10,41,96,000/- comprising of 1,04,19,600 equity shares of Rs. 10/- each.
The paid up Preference share capital of the Company as on March 31, 2019 was Rs.9,10,00,000/- comprising of 91,00,000 11% Non-Convertible, Cumulative, Redeemable Preference shares of Rs.10/- each..
MEETING OF BOARD OF DIRECTORS:
The Meeting of the Board of Directors are pre-scheduled and intimated to all the Directors in advance to order to help them plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening meetings at a shorter notice with consent of all the Directors or by passing resolutions through circulation. During the year, the Board of Directors met 6 times i.e. on May 29, 2018, June 16, 2018, August 11, 2018, November 13, 2018 and February 13, 2019 and March 27, 2019.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the Independent Directors of the Company.
The certificates of independence received from all the Independent Directors have been duly noted by the Board.
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE COMPANIES ACT, 2013:
The Board of Directors of your Company in consultation with Nomination and Remuneration Committee had formulated and adopted Code for Independent Directors and which contains policy on directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of directors.
Board of Directors of the Company duly consider appointment of the Directors in adherence with the policy prescribed under the code of independent directors and provisions of section 178(3) of the Companies Act, 2013.
The Company has an Independent Audit Committee comprising of 3 members i.e. 2 Independent Directors and 1 Executive Director. All the members of the Audit Committee are financially literate. In view of their professional qualification and experience in finance, all are considered to have financial management and accounting related expertise. Terms of reference of the Audit committee are elaborated in the Corporate Governance report which forms the part of this Annual Report.
The Audit Committee presently comprises of Mr. Vijaykumar Nanappan Nair as a Chairman and Karthikeyan Muthuswamy and Mr. Pritam A. Doshi as its members.
NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to the provisions of Section 178 (5) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.
The Nomination & Remuneration Committee presently comprises of and Mr. Karthikeyan Muthuswamy, Independent Director as a Chairman, Mr. Vijaykumar Nanappan Nair and Mrs. Priydarshani A. Doshi as its members. Mr. Arvind R. Doshi was a member of the Committee and he has resigned from the Board of Directors w.e.f. 13.2.2019. Consequently the Nomination & Remuneration Committee reconstituted and appointed Mrs. Priyadarshani A. Doshi as a member of the Committee w.e.f. 13.2.2019.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholder Relationship Committee presently comprises of Mr. Karthikeyan Muthuswamy Independent Director as a Chairman, Mr. Pritam A. Doshi and Mrs. Priyadarshani A. Doshi as its members. Mr. Arvind R. Doshi was a member of the Committee and he has resigned from the Board of Directors w.e.f. 13.2.2019. Consequently the Stakeholders Relationship Committee reconstituted and appointed Mrs. Priyadarshani A. Doshi as a member of the Committee w.e.f. 13.2.2019.
The minutes of the Stakeholder Relationship Committee meetings are reviewed and noted by the Board from time to time.
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors confirms that:
(a) in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating
PARTICULARS OF LOANS MADE, GUARANTEES GIVEN OR INVESTMENTS BY THE COMPANY U/S 186 OF THE COMPANIES ACT, 2013:
Particulars of loans made, guarantees given or investments in securities by the Company are provided in the notes to the Financial Statements.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORM ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT:
During the year there was no related party transactions of material nature that may have a potential conflict with interests of the Company, all transactions with related parties were in the normal course of business. On recommendation of Audit Committee the Board ratifies all the related party transactions on quarterly basis. The details of the transactions are annexed herewith as Annexure- 1 in the prescribed form AOC-2
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments done by management affecting the financial position of the Company between the end of the financial year of the company to which the financial statements relates and the date of the report.
STANDALONE FINANCIAL STATEMENT:
In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Standalone Financial Statements, the audited Standalone Financial Statement is provided in the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as it is suffering losses for more than three consecutive years; hence disclosure in this regard is not provided.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)):
The Board of directors of the Company believes in conducting all its affairs in a fair and transparent manner, by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The directors are committed to comply with the laws and regulations to which it is subject. For this, it has put in place systems, policies and procedures to interpret and apply these laws and regulations in the organizational environment. In consonance with the object of transparency and good governance, the board of directors of the company formulated and adopted "Whistle Blower Policy and Vigil Mechanism"
The organizations internal controls and operating procedures are intended to detect and prevent improper activities. In this regard, the Company believes in developing a culture where it is safe for all the Directors/Employees to raise concerns about any poor or unacceptable practice and any event of misconduct. These help to strengthen and promote ethical practices and ethical treatment of all those who work in and with the organization.
The main objective of this Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the group which have a negative bearing on the organization either financially or otherwise.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION (SECTION 197(12)):
Details pertaining to remuneration as required under section 197(12) of the Companies act, 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel) rules, 2014 are provided in Annexure-2 to the Boards Report.
MANAGERIAL REMUNERATION AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration to directors and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.
Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors do hereby declare that:
(i) No employee throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;
(ii) No employee for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;
(iii) No employee throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.
SUBSIDIARY / ASSOCIATE COMPANIES:
The Company had one unlisted wholly owned Indian subsidiary as defined in Regulation (2)(zm) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 namely PAE Infrastructure Pvt. Ltd. which is under striking off process.. The Shareholders in the 68th Annual General Meeting have accorded for divest and dispose off PAE Infrastructure Pvt. Ltd.,by way of striking-off u/s 248(5) of the Companies Act, 2013. Accordingly on 20.12.2018 PAE Infrastructure Pvt. Ltd., has applied for striking off from ROC but till date Examination for striking off is under process by ROC as per their status.
The Company has one unlisted Associate Company in the name of Shurjo Energy Private Limited..
DEPOSITS COVERED UNDER CHAPTER-V OF THE COMPANIES ACT, 2013:
In terms of explanation to Rule 19 of the Companies (Acceptance of Deposits) Rules, 2014, the Company has to pay an amount of Rs.5.54 Lakhs deposits (including interest of Rs.1.09 lakhs) are matured but not claimed for the year under review and will be repaid on claim of respective holder as per the terms of acceptance of the same,
During the year, the Company has not accepted any new deposits from public in terms of section 73 of the Companies Act, 2013.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosures) Requirements, 2015, is presented in a separate section forming part of the Annual Report.
STATUTORY AUDITORS AND INDEPENDENT AUDIT REPORT
M/s. R. C. Vakharia & Co., Chartered Accountants, the Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and eligible for re-appointment.
The Company has received letter from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits under the provisions of the Companies Act, 2013 and also that their firm is not disqualified within the meaning of Section 141 of the Companies Act, 2013, for such appointment.
The Audit Committee and the Board of Directors therefore recommend the appointment of M/s. R. C. Vakharia & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2019-2020 for the approval of the Members.
Further, the report of independent auditors on standalone financial statements is presented in a separate section forming part of the Annual Report.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
The Company has undertaken Secretarial Audit for the year 2018-2019 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999. The Secretarial Audit Report issued by M/s. Leena Agrawal & Company, Practicing Company Secretary is enclosed herewith as Annexure-3.
RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS
& DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE
Referred to Basis for Qualified Opinion by Statutory Auditors in their report, we hereby reply that:
Para (a): due to critical financial conditions which resulting lowered operations of the company, operating costs bore by the company resulted accumulated losses. The management is striving to come out from this situation by raising finance from banks, NBFC and/or financers in the hope that the Company would revive out of the financial crisis in the years to come and will maintain its going concern status.
Para (b): The management is in process to make necessary arrangement for physical verification of stock and reconciliation of Sundry debtors, sundry creditors, warranty receivables, warranty payables and warranty stock.
Para (c): The amount involved in various legal cases is subject to order of the respective courts and increasing interest costs, hence the same is unascertainable.
Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives. The Company has a dedicated team of employees at various locations across our corporate office and branch offices (including Subsidiary Companies) spread across the country. The Company strives to inculcate the culture where its employees are motivated and their performance is aligned with values. Company has achieved this present level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity and adoption of best practices in every area are being pursued relentlessly. An effort for active participation, nurturing creativity and innovation and ensuring a climate of synergy and enthusiasm has been at the core of Human Resource initiatives and interventions.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
During the year under review, the company formed the committee to prevent Sexual harassment under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Formulated Policy on prevention of sexual harassment and safety of women employees at work place. There was no incidence of sexual harassment was taken place during the financial year ended 31st March, 2019.
SIGNIFICANT REGULATORY OR COURT ORDERS:
During the Financial Year 2018-19, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future
As required by the existing Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a detailed report on Corporate Governance is included in the Annual Report.
M/s. R. C. Vakharia & Co., Chartered Accountants have certified the Companys compliance of the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.
Since the company is in business of Trading and does not come under purview of In the Companies (Cost Records and Audit) Rules 2014 and the Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in Form MGT-9 is enclosed with this report as Annexure-5.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Since the Company does not own any manufacturing facility or unit, hence disclosures with respect to conservation of energy, technology absorption being not relevant, have not been given. During the year the foreign exchange outgo was NIL and foreign exchange earnings were Nil.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the Section 125 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed Fixed Deposit Amount is required to be transferred to the IEPF established by the Central Government, upon completion of 7 (seven) years.
LISTING FEES AND TRADING CONFIRMATION:
Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed. As regards, National Stock Exchange of India Limited (NSE), the Company has applied for delisting of its shares vide letter dated 20.3.2019.
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENT
Your Company has adequate internal financial control and adopted Internal Financial Control Policy in order to maintain confidentiality of price sensitive information and internal financial control.
The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risk through means of a properly identified framework. Risk management is an ongoing process and the Audit Committee will periodically review risk mitigation measures. The Board of Directors has not constituted a Risk Management Committee as is not mandatory to the company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated September 15, 2014.
The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.
Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.
COMPLIANCE OF SECRETARIAL STANDARD
The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the central Government as required under Section 118(10) of the Companies Act, 2013.
Statements in the Directors Report and the Management Discussion and Analysis Report describing the Companys objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Companys operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.
Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory, Government authorities and Stock Exchanges for their continued support and cooperation. The Directors also wish to place on record their appreciation of the contribution made by the business partners / associates at all levels.
|For and on behalf of the|
|Board of Directors|
|Pritam A. Doshi|
|Chairman & Managing Director|
|Date: August 14, 2019|