Today's Top Gainer
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PAE Ltd was incorporated in the year 1950 and is one among those few names in the industry that need no introduction. Its a journey of over 68 years of achieving milestones and setting standards, which has become inevitable with the growth in the industry. Investing substantially in the creation of path breaking technologies, implemented and introduced some of the most mission-critical solutions in the battery, inverter and UPS industry.
The fact is that PAE Batteries, today, a well-known name in Automotive and Tubular stationary batteries for automotive vehicles, UPS system, inverters across India.
Our company philosophy has always focused on customer satisfaction with uncompromising integrity. PAE carries products and services with the finest value and quality in the market. To meet our customers expectations, we ensure that our sales people and customer service representatives generate enthusiasm and respond with extra efforts in addressing our customers needs.
Since 2013, PAE has had to face shortfall of working capital due to various issues including lenders shrinking their credit limits, new Companies Act of 2013 making it more difficult for small and mid-sized companies to raise money from Fixed Deposits, high rates of interest in the ICD market, etc. As a result of these financial challenges, PAE could not maintain its revenues over the break-even sales threshold, further as a distribution company, cutting the size of its network was also detrimental.
The management has been trying various alternatives to manage the business, but due to ongoing financial challenges, it has had to finally reduce its footprint to lower its operating expenses and survive the current situation. It has managed so far by selling various fixed assets, investments and also cutting costs.
The management still believes in the business and the aftermarket as a great potential for creating value for all stakeholders, however, the company will have to maintain a temporary hiatus from operating some of its branches.
We continue to look for investors who can infuse liquidity into the Company.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
Your Company has instituted an internal control system for all its branches to ensure efficiency of operations, financial reporting, proper recording and safeguarding of assets, compliance with applicable laws and regulations, etc. The Company has its own team for Internal Audit purpose, who review the various functions of the Company thoroughly and report to the Audit Committee.
The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditors Report) Order, 2003.
CORPORATE GOVERNANCE REPORT
ANNEXURE TO THE DIRECTORS REPORT
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclo-sures Requirements) Regulations, 2015, a report on Corporate Governance is as follows:
1. COMPANYS PHILOSOPHY ON THE CODE OF GOVERNANCE
PAE Limited ("PAE") believes that Corporate Governance is a thorough process by which Companies are directed to control and enhance their wealth generating capacity. PAE en-deavors to virtually create value for its stakeholders, be it Customers, Employees, Sharehold-ers or the Society at large. Integrity, transparency, accountability and compliance with laws which are the columns of good governance are cemented in the Companys robust business practices to ensure ethical and responsible leadership both at the Board and at the Manage-ment level. PAE focuses on adopting the highest standard of Corporate Governance and mor-al business practices based on the following main principles to maintain transparency, ac-countability and ethics:
Constitution of a Board of Directors of appropriate composition, size, varied experi-ence and commitment to discharge their responsibilities and duties
Ensuring timely inflow of information to the Board and its Committees to enable them to discharge their functions effectively.
Timely and balanced disclosure of all material information concerning the Company to all stakeholders.
A sound system of risk management and internal control.
Transparency and accountability
Compliance with applicable rules and regulations.
Fair and equitable treatment of all its stakeholders.
2. BOARD OF DIRECTORS
A. Composition and category of the Board of Directors are as follows:
The Company is fully compliant with the Corporate Governance norms in respect of con-stitution of the Board of Directors. However, during part of the year the Company did not meet with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended due to technical default in optimum mix of Executive and Independent Directors.
The strength of the Companys Board as on March 31, 2019 is 4 (four) Directors. Composition of the Board of Directors is as under:
|Catagory||No. of Directors|
|Non-Executive & Independent Directors||2|
|Non-Executive & Women Director||1|
|Executive Director (Managing Director)||1|
Among 4 Directors, the Company has 1 Executive Director (Managing Director) and 2 Directors are Independent Directors and one Director belongs to Non-Executive & Women Director. Chairman of the Company is an Executive Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended from time to time. The Direc-tors are appointed or reappointed with the approval of the Shareholders. All Directors have intimated periodically about their Directorship and Membership in various Board and Committee positions of other Companies, which are within permissible limits speci-fied of the 2013 Act and Corporate Governance Code.
B. Independent Directors
The present Independent Directors ("IDs") of the Company are serving on the Board as IDs, for more than 10 years before the commencement of the Companies Act, 2013 ("the Act"). IDs are not liable to retire by rotation, as their term of office was predetermined for five years by the Shareholders at the 64th Annual General Meeting of the Company held on August 8, 2014, as required by the Act. The IDs on the Board are highly experi-enced and competent persons from their respective fields. The IDs take active part at the Board Meetings and Committee Meetings which add value in the decision making process of the Board of Directors. All the IDs of the Company have confirmed that they satisfy the criteria of Independence as stipulated in the Act and Listing Agreement.
The Company has formulated a familiarization program to familiarize Directors from time to time with the Companys operations, business, industry and environment in which it functions and the regulatory environment applicable to it. The familiarisation program for Directors has been disclosed on the website of the Company- www.paeltd.com.
The Company has framed code for Independent Directors and same has been posted by the company on its web portal (www.paeltd.com) and all the Independent Directors of the company abide by said code.
As required under Regulation 25 of the SEBI Listing Regulations, a separate meeting of the Independent Directors of the Company was also held on 13th February, 2019 to evalu-ate the performance of the Chairman, Non-Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information be-tween the management of the Company and the Board.
C. Non-Executive Directors compensation and disclosures
Sitting fees are voluntarily not accepted by Non-Executive Directors, including Inde-pendent Directors for attending Board/Committee Meetings, due to difficult financial po-sition.
The Independent Non-Executive Directors do not hold any shares or convertible instruments in the Company. However, one of the Non-Executvie Director, Mrs. Priyadarshani Arvind Doshi who was appointed on 13.02.2019 holds 100 numbers of shares in the Company.
D. Skills/ Experience and Competence of the Board of Directors of the Company
The Board of Directors of the Company has the following skills/expertise and competen-cies in the context of the businesses in which it operates:
In-depth knowledge of administration
Expertise in technical management
Knowledge of finance, accounting, financial reporting.
Specialist knowledge and experience in law, corporate governance & compliance.
Knowledge and experience in Marketing.
E. Changes in the Board composition during the year
Mr. Arvind R. Doshi and Mrs. Pratibha A. Doshi has resigned and Mrs. Priyadarshani Avind Doshi has been appointed as Non-Executive Director at the Board Meeting held on 13th February, 2019.
F. Other provisions as to Board and Committees
The Board normally meets once in a quarter and additional meetings are held as and when required. During the year under review, the Board of Directors met 6 times i.e. on May 29, 2018, June 16, 2018, August 11, 2018, November 13, 2018, February 13, 2019 and March 27, 2019. The dates of Board Meetings were generally decided in advance with adequate notice to all Board Members. The necessary quorum was present for all the meetings.
The details as regard to attendance of Directors at Board Meeting, number of Director-ships held in public limited companies and the position of Membership / Chairmanships of Committees in such public limited companies are given below:
|Name of the Director||Category||
No. of Board Meetings attended out of 6 Meetings held
No. of Directorship(s)/Committee(s) positions held in other public Company and subsidiary of Public Company as on 31st March, 2019
|Board||Last AGM||Directorship||Committee Chairmanship||Committee Membership|
|Mr. Pritam A. Doshi||Chairman & Managing Director (Promoter & Executive)||6||Yes||-||-||-|
|Ms. Priyadarshani Arvind Doshi||Non-Executive Woman Director||1||-||-||-||-|
|Mr. Karthikeyan Muthuswamy||Independent Non Executive||6||Yes||-||-||-|
|* Mr. Vijaykumar Nanappan Nair||Independent Non Executive||6||Yes||-||-||-|
* Mr. Karthikeyan Muthuswamy has resigned w.e.f. 06.08.2019
As required by the 2013 Act, none of the Directors hold Directorship in more than 20 Companies (including private companies and section 8 companies) and 10 public compaies. As required by Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, none of the Independant Director is a Director in more than 7 listed entities as none of them is serving as a Wholetime Director in any listed Company.
Information supplied to the Board
To enable the Board members to discharge their responsibilities effectively and take in-formed decisions, a comprehensive Agenda folder with explanation on each item is sent to each Director well in advance of the Board meeting. The information as required as per Part A of Schedule II prescribed under regulation 17(7) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is made available to the Board. All the agenda items are backed by necessary supporting information and documents to enable the Board to take informed decisions. All the Agenda items are discussed in detail during the Board meeting. The Board members have complete access to any information within the Company and to any employee of the Company. At the meetings, the Board is pro-vided with all the relevant information on important matters affecting the working of the Company as well as the related details that require deliberation by the members of the Board.
None of the Independent Directors has any material pecuniary relationship or transactions with the Company.
G. Code of Conduct
The Company has adopted a Code of Conduct for its Directors and Senior Management in compliance with regulation 17(5) of the SEBI (Listing Obligations and Disclosures Re-quirements) Regulations, 2015. The code is derived from three interlinked fundamental principles; viz. good corporate governance, good corporate citizenship and exemplary personal conduct and are applicable to all Directors and Senior Management of the Com-pany. The Board members and Senior Management personnel have affirmed their com-pliance with the code of conduct and a CEO certificate to the effect is annexed to this corporate governance report. The said code of conduct is posted on the web site of the Company (www.paeltd.com).
H. Whistle Blower Policy
Pursuant to Regulation 4 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism enabling stakeholders, including employees and their respec-tive bodies, to freely communicate their concern about illegal or unethical practices and the said policy is posted on the web site of the company (www.paeltd.com).
I. Internal Financial Control and its adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and com-pleteness of the accounting records, and the timely preparation of reliable financial dis-closures.
3. BOARD COMMITTEES
To enable better and more focused attention on the affairs of the Company, the Board delegates particular matters to committees of the Board set up for the purpose. These committees prepare the groundwork for decision-making and report the same to the Board at the subsequent meetings. Currently, the Board has four Committees viz. Audit Com-mittee, Stakeholder Relationship Committee, Nomination & Remuneration Committee and Borrowing Committee.
I. Audit Committee
The Company has an Independent Audit Committee comprising of 2 (two) Independent Directors and 1 (one) Executive Director. Mr. Vijaykumar Nanappan Nair, Independent Director is the Chairman, Mr. Karthikeyan Muthuswamy, Independent Director and Mr. Pritam A. Doshi, Chairman and Managing Director are Members of the Committee. 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 account-ing related expertise.
The Statutory Auditors have attended all the Audit Committee meetings held during the year. The terms of reference, powers and role of Audit Committee are in accordance with regulation 18 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Section 177(4) of the Companies Act, 2013.
The key terms of reference of the Audit Committee (stipulated by the Board) are as un-der:-
1. To oversee the Companys financial reporting process and disclosure of the financial information to ensure that the financial statements are correct, sufficient and credible.
2. To recommend the appointment, re-appointment and, if required, replacement or re-moval of Statutory Auditors and Cost Auditors, fixation of the audit fees and approv-ing payments for any other services.
3. To review with the Management, the annual and quarterly financial statements/results and auditors report thereon before submission to the Board, focusing primarily on:
a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgement by the management;
d. Significant adjustments made in financial statements arising out of audit find-ings;
e. Compliance with listing and other legal requirements relating to financial statements; g. Disclosure of any related party transactions; and
f. Qualifications in draft audit report.
4. To review, with the management, the quarterly financial statements before submission to the Board for approval.
5. To review, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and to make appropriate recommendations to the Board to take up steps in this matter.
6. To review and monitor the Auditors independence and performance, and effective-ness of audit process.
7. To approve or any subsequent modification of transactions of the Company with re-lated parties.
8. To scrutinize the inter-corporate loans and investments, if any, given/availed by the Company.
9. To value undertakings or assets of the Company, wherever it is necessary.
10. To evaluate internal financial controls and risk management systems adopted by the Company.
11. To review, with the management, the performance of statutory auditors adequacy of internal control systems
12. To formulate the scope, functioning, periodicity and methodology for conducting the internal audit.
13. To review the adequacy of internal audit function, if any.
14. To discuss with internal auditors of any significant findings and follow-up thereon.
15. To discuss with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post audit discussions to ascertain any area of concern.
16. To look into the reasons for substantial defaults, if any, in the payment to depositors, shareholders (in case of non-payment of declared dividends) and creditors.
17. To review the functioning of the Vigil Mechanism and Whistle Blower mechanism.
18. To approve appointment of the CFO (i.e. the whole time Finance Director or any other person heading the finance function or discharging that function) after assessing qualifications, experience and background, etc. of the candidate.
19. To carry out any other function as is mentioned in the terms of reference of the Audit Committee.
20. To review financial statements, in particular to the investments made by the Compa-nys unlisted subsidiaries.
21. To review the following information:
a. The Management Discussion and Analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
c. Management letters/letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the Chief internal audi-tor / internal auditor(s)
During the 2018-2019, five meetings of the Audit Committee were held i.e. on May 29, 2018, June 16, 2018 August 11, 2018, November 13, 2018 and February 13, 2019. The necessary quorum was present for all the meetings.
Meetings during the year 2018-19
|Mr. Vijaykumar Nanappan Nair||Non-Executive Independent Director||5||5|
|Mr. Karthikeyan Muthuswamy*||Non - Executive Independent Director||5||5|
|Mr. Pritam A. Doshi||Chairman and Managing Director||5||5|
* Mr. Karthikeyan Muthuswamy has resigned w.e.f. 06.08.2019
II. Nomination & Remuneration Committee
The Nomination & Remuneration Committee presently comprises of Mr. Karthikeyan Muthuswamy as Chairman, and Mr. Vijaykumar Nanappan and Mrs. Priyadarshani Arvind Doshi as its members. Mr. Arvind R. Doshi, Non-Executive Promoter was a member of the Committee and he has resigned from the board w.e.f. 13.02.2019. Consequently, Nomination & Remuneration Committee reconstituted and appointed Mrs. Priyadarshani Arvind Doshi Non-Executive Woman Director as a member of the Committee w.e.f. 13.2.2019.
The key terms of reference of the Nomination & Remuneration Committee (stipulated by the Board) are as under:
Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board, a policy relating to the remuneration of Directors, Key Managerial Personnel and other employees.
Formulate criteria for evaluation of the performance of Independent Directors and the Board.
Devise a policy on Board diversity.
Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal.
Extend or continue the term of appointment of the Independent Directors on the basis of the report of performance evaluation of the Independent Directors.
Recommend to the Board the remuneration payable to Senior Management.
Performance Evaluation Criteria for Independent Directors
The Nomination & Remuneration Committee has formulated the criteria for evaluation of Independent Directors and the performance of the Independent Directors was evaluated during the year based on the said criteria.
Performance Evaluation of the Board
The Board carries out the evaluation of the performance of the Directors and Commit-tees of the Board.
The purpose of the evaluation is to assess the performance of the Directors in dis-charging their responsibilities and to evaluate how effectively the Board, the Directors and the Committees were fulfilling their role and duties.
An annual evaluation of the Board is conducted to assess the performance of the Board as a whole and that of individual Board members. Performance is assessed based on clearly defined objective criteria, which are in line with the Companys poli-cy. Performance is measured against commitments and best-in-class benchmarks.
The Company does not have any Employee Stock Option Scheme.
Nomination & Remuneration Committee of the Company during the year 2018-2019 was held on 29.05.2018 and on 13.02.2019.
Details of Remuneration to Directors
Non-executive Directors have not taken sitting fees during the year as on 31.03.2019 for attending meetings of the Board, Audit and other committee meetings.
|Directors||Sitting Fees (Rs.)||Salaries, Perquisites & Contribution to funds (Rs.)||Commission (Rs.)|
|Mr. Arvind R. Doshi *||Nil||Nil||Nil|
|Mrs. Pratibha A. Doshi *||Nil||Nil||Nil|
|Mr. Pritam A. Doshi||Nil||Nil||Nil|
|Mr. Vijaykumar Nanappan Nair||Nil||Nil||Nil|
|Mr. Karthikeyan Muthuswamy***||Nil||Nil||Nil|
|Mrs. Priyadarshani Arvind Doshi**||Nil||Nil||Nil|
* Mr. Arvind R. Doshi resigned w.e.f. 13.02.2019
* Mrs. Pratibha A. Doshi resigned w.e.f. 13.02.2019
** Mrs. Priyadarshani A. Doshi joined the Board of directors as on 13.02.2019
***Mr. Karthikeyan Muthuswamy has resigned w.e.f. 06.08.2019
III. Stakeholder Relationship Committee
The Stakeholder Relationship Committee comprises of Mr. Karthikeyan Muthuswamy, Chairman and Managing Directorr as its Chairman, Mr. Pritam A. Doshi, Managing Director and Mrs. Priyadarshani A. Doshi, Non-Executive Promoter are Members of the Committee. Mr. Arvind R. Doshi, Non-Executive Promoter was a member of the Committee and he has resigned from the board w.e.f. 13.02.2019. Consequently, Stakeholder Relationship Committee reconstituted and appointed Mrs. Priyadarshani Arvind Doshi Non-Executive Woman Director 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.
The Stakeholder Relationship Committee deals with the matters relating to delay, if any in transfer of shares, demat, non-receipt of annual account, split, duplicate, transmission etc. of the shares issued by the Company. The Secretarial Department of the Company, under the supervision of the Company Secretary, who is also nominat-ed by the Company as the "Compliance Officer" as required under SEBI Regulations and the Registrar and Share Transfer Agent, M/s. Link Intime India Pvt. Ltd., attend to all grievances of the Shareholders and the investors. The Company and M/s. Link Intime India Pvt. Ltd., are making further attempts to ensure that the grievances are expeditiously addressed and redressed to the full satisfaction of the Stakeholders.
As on 31.03.2019, no complaints were received during the year 2018-2019.
During the year under review, the Committee met twice i.e. on February 13, 2019 and on April 18, 2019.
Meetings during the year 2018-19
|Mr. Karthikeyan||Non Executive Independent|
|Mr. Pritam Doshi||Managing Director||2||2|
|Mr. Arvind R. Doshi *||Non-Executive||1||1|
|Mrs. Priyadarshani||Non-Executive Promoter||1||1|
|A. Doshi **|
* Mr. Arvind R. Doshi resigned w.e.f. 13.02.2019
** Mrs. Priyadarshani A. Doshi joined the Committee as on 13.02.2019
*** Mr. Karthikeyan Muthuswamy has resigned w.e.f. 06.08.2019
IV. Borrowing Committee:
The Board of Directors of the Company vide Resolution passed at its meeting held on November 14, 2011 constituted Borrowing Committee with three members. The pre-sent Borrowing Committee comprises of Mr. Karthikeyan Muthuswamy Independent Director as its Chairman, Mr. Vijaykumar Nanappan Nair Independent Director and Mr. Pritam A. Doshi, Chairman and Managing Director, Non-Executive Promoter are Members of the Committee. Mr. Arvind R. Doshi, Non-Executive Promoter was a member of the Committee and he has resigned from the board w.e.f. 13.02.2019. Consequently, Borrowing Committee reconstituted and appointed Mr. Vijaykumar Nanappan Nair, Independent Director as a member of the Committee w.e.f. 13.2.2019
1. The committee has power to take decisions for the requirement of the funds and to make borrowings of the required amount within the ceiling from any bank and financial institution and to negotiate, settle and finalize all the terms and conditions for the borrowings.
2. The committee may offer and provide security and to create/extend charges on the assets of the Company as the committee may consider appropriate in the interest of the Company.
During the year there was no requirement to hold meeting of Borrowing Committee
V. Risk Management:
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. The risk management issues are discussed in Management Discussion & Analysis. 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 pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
4. Subsidiary 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 Private Limited (CIN:U70102MH2011PTC216252) which is under process of Strike off.
5. Associate Companies:
The Company has one unlisted Associate Company in the name of Shurjo Energy Private Limited (CIN: U40106WB2003FTC096692).
6. Proceeds from Public Issues, Rights Issue or Preferential Issues etc.
During the year under review, company has not made public issue, right issue or preferen-tial issue of shares.
7. Related Party Transactions:
Details of significant related party transactions, i.e. transactions of the Company of mate-rial nature with its Promoters, Directors or the Management, their subsidiary companies or relatives, etc. as per Accounting Standard 18 "Related Party Disclosures" are presented under Note 31 of the Notes to the Financial Statement. All material transaction (Financial and/or Commercial) where Directors may have potential interest are provided to the Audit Committee/Board. The related parties neither participate nor vote on such matters. During the year under review there was no related party transactions of material nature that may have a potential conflict with interests of the Company, all transactions with related par-ties were in the normal course of business. The Company was not required to take omni-bus approval of Audit Committee, as most of the related party transactions were entered by the Company with its Subsidiary Companies at arms length basis and the Company prepares the consolidated accounts of these subsidiaries and place before the Shareholders at every Annual General Meeting for their approval. On recommendation of Audit Com-mittee, the Board ratifies all the related party transactions on quarterly basis. The Compa-ny has formulated policy on materiality of related party transaction and dealing with re-lated party transactions as compliance of regulation 23 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
TRADING IN THE COMPANYS SHARES BY DIRECTORS AND DESIGNAT-ED EMPLOYEES
Pursuant to new SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company is required to have a Compliance Officer who is a senior officer, designated so and reporting to the board of directors or head of the organization in case board is not there, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under these regulations and who shall be responsible for compliance of poli-cies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information. All the Directors on the Board, employees at Senior Management levels at all locations and other designated employees who could be privy to unpublished price sensitive information of the Company is gov-erned by this code. All the Directors, Employees at Senior Management levels and other designated employees of the Company are restricted from entering into opposite transac-tions i.e. buy or sell any number of shares during the next 6 months following the prior transactions.
8. CEO/CFO Certification
As required under regulation 17(8) read with Part B of Schedule II of SEBI (Listing Obli-gations and Disclosures Requirements) Regulations, 2015 and Clause 49 of the Listing Agreement with the Stock Exchanges, Mr. Pritam A. Doshi had certified to the Board the financial statements for the year ended March 31, 2019.
9. General Body Meetings
Details of previous General Meetings
|2015-16||66 AGM||September 23,||11.00 a.m.||The Victoria Memorial|
|2016||School for the Blind,|
|73, Tardeo Road, Next|
|to H.P. Petrol Pump,|
|2016-17||69 AGM||July 28, 2017||11.00 a.m.||The Victoria Memorial|
|School for the Blind,|
|73, Tardeo Road, Next|
|to H.P. Petrol Pump,|
|2017-18||68 AGM||September 29,||11.00 a.m.||The Victoria Memorial|
|2018||School for the Blind,|
|73, Tardeo Road, Next|
|to H.P. Petrol Pump,|
Special resolutions passed in previous 3 years
a. AGM 2016:
Special Resolution was passed for issue of 5,20,000 Share warrants and to consider redemption of existing 11% Non-convertible cumulative, redeemable preference shares out of proceeds of warrants issue.
b. AGM 2017:
1. Special Resolution was passed for sale of Shurjo Energy Pvt. Ltd., a wholly-owned subsidiary pursuant to Section 180(1)(a) of the Companies Act, 2013.
2. Special Resolution was passed for sale of PAE Infrastructure Pvt. Ltd., a wholly-owned subsidiary pursuant to Section 180(1)(a) of the Companies Act, 2013.
3. Special Resolution was passed pursuant to Sections 42 and 62 and all other appli-cable provisions, if any, of the Companies Act, 2013 (including any amendments to or re-enactment thereof) ("Act") for issue and allotment of 5,20,000 share war-rants Convertible into 5,20,000 equity shares of Rs.10/- each fully paid up, in one of more tranches, to the promoters or promoters group on preferential allotment basis.
4. Special Resolution was passed to approve a Related Party Transaction pertaining to sale of PAE Infrastructure Private Limited, a wholly owned subsidiary to Pro-moter(s) / Promoter Group of the Company pursuant to Section 188 of the Companies Act, 2013.
5. Special Resolution was passed to convert its subsidiary Company M/s. PAE Infra-structure Pvt. Ltd., into a Limited Liability Partnership.
c. AGM 2018:
1. Special Resolution for appointment of Mr. Vijaykumar Nanappan Nair as Independ-ent Director of the Company for a period of three years.
2. Special Resolution for re-appointment of Mr. Pritam A. Doshi as a Managing Direc-tor of the Company for a period of 3(three) years w.e.f. April 1, 2018 and to pay minimum remuneration pursuant to Section 196 & 197 read with Schedule V of the Companies Act, 2013 in case of lack or inadequacy of profits.
3. Special Resolution was passed to strike off PAE Infrastructure Pvt. Ltd., a wholly-owned subsidiary pursuant to Section 180(1)(a), 110 and 180 of the Companies Act, 2013.
Mr. Pritam A. Doshi and Mrs. Priyadarshani A. Doshi are related to each other.
The Company has been penalized by NSE and BSE for non-compliance w.r.t. Regula-tion 17(1) of SEBI LODR Regulations, 2015 due to technical default and the Compa-nys appeal for condonation is pending.
The Company currently has adopted a Whistle Blower policy.
Senior management has made the disclosure to the Board and confirmed that they had no material financial and commercial transactions that could have a potential conflict with the interest of the Company at large.
In the preparation of financial statements, the Company has followed the Accounting Standards as prescribed by the Central Government under the Companies (Account-ing Standards) Rules, 2006.
In line with the requirements of SEBI, Reconciliation of Share Capital Audit is carried out on a quarterly basis by a firm of practicing Company Secretaries to confirm that the aggregate number of equity shares of the Company held in NSDL and CDSL and in physical form, tally with the total number of issued/paid-up, listed and admitted capital of the Company.
The Company is compliant with the applicable mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended.
Although it is not mandatory, the Board of Directors of the Company has constituted a Borrowing Committee, the details of which have been provided under Section Bor-rowing Committee.
Mrs. Leena Harshal Agrawal, Practicing Company Secretary has certified that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/ Ministry of Corporate Affairs or any such statutory authority. The same is annexed hereto as Annexure-1.
11. Disclosures on Sexual Harassment:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Pro-hibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.
As disclosures required under the Section 21 and 22 of the aforementioned act, the com-pany hereby report that during the financial year 2018-19, the Company has received zero complaints on sexual harassment and the company carried necessary arrangement for prevention of sexual harassment of women at workplace.
12. Auditors Certificate on Corporate Governance:
The Company has obtained a certificate from the Statutory Auditors testifying to the compliance with the provisions relating to Corporate Governance laid as per SEBI (List-ing Obligations and Disclosures Requirements) Regulations, 2015. The Certificate is an-nexed to this Report and the same will be sent to the Stock Exchanges along with the Annual Report.
13. Means of communication:
The Company has published its quarterly results and audited financial results in The Ac-tive Times (English) & Mumbai Lakshdeep (Marathi -Vernacular), the quarterly, half yearly and yearly results were also made available on the Companys website www.paeltd.com soon after its submission to the Stock Exchanges.
There was no presentation made to major institutional investors or to the analysts during the year.
Company releases official news on its website from time to time, however there was no official news released or presentation made to institutional investors and analyst by the Company during the year. Management Discussion and Analysis forms the part of the Annual Report.
1. General Shareholder information
|I) Annual General Meeting:|
|Date & Time||Thursday 19th September, 2019 at 11.00 a.m.|
|Venue||The Victoria Memorial School for the|
|Blind 73, Tardeo Road, Next to H.P.|
|Petrol Pump, Mumbai-400034.|
|ii) Financial Calendar:|
|Financial Year||April 1, 2018 to March 31, 2019|
|Financial reporting of results:|
|a. Quarterly unaudited results||Within forty five days from the end of the quarter|
|b. Annual audited results||Within sixty days from the end of the quarter|
|iii) Book Closure date||From: September 13, 2019 to|
|September 19, 2019 (both days inclusive).|
|iv) Last Date of Receipt||Wednesday 17th September, 2019|
|before 5:00 p.m. at the Registered Office of the Company|
|iv) Listing on Stock Exchanges and Scrip Codes||BSE Limited|
|The National Stock Exchange of India Limited (Code: PAEL)|
|v) Demat ISIN No. for Equity Shares: Corporate Identification Number (CIN) of the Company:||INE 766A01018|
|vi) Market price data||Monthly high & low quotations of shares traded at Bombay Stock Exchange Limited and National Stock Exchange of India Limited for the year 2018-2019|
BSE Share Price
|Month||Months High Price (in Rs.)||Months Low Price (in Rs.)||Total Turnover (in Rs. lacs)||BSE Sensex High||BSE Sensex Low|
NSE Share Price
|Month||Months High Price (in Rs.)||Months Low Price (in Rs.)||Total Turnover (in Rs. lacs)||Nifty High||Nifty Low|
|Registrar & Transfer Agents||M/s. Link Intime India Private Limited|
|C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083|
|Phone :+91 22 49186270 Fax: +91 22 49186060|
|Email : email@example.com|
|Website : www.linkintime.co.in|
|Share Transfer System||Share transfers in physical form have to be lodged with the Registrar and Transfer Agents. All shares received for transfer are registered and returned within a period of thirty days from the date of lodgment, provided the documents are valid and complete in all respects.|
|In accordance with the SEBI guidelines, the Company offers the facility of transfer-cum-demat to shareholders after share transfers are affected in physical form.|
Distribution of shareholding as on March 31, 2019
|No. of Shareholders||% to Total||Shareholding of Shares||No. of shares||% to Total|
|55||0.5582||10001 and above||7150788||68.63|
Distribution of shareholding by ownership as on March 31, 2019
|Category||No. of Shares held||Share holding %|
*Pursuant to regulations of Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, Promoter Group and persons acting in concert con-sists of Mr. Arvind R. Doshi, Dr. Mrs. Pratibha A. Doshi, Mr. Pritam A. Doshi, Mrs. Sohini P. Doshi and Ms. Priyadarshani A. Doshi.
D. Approved the following Register.
|x) Dematerialization of Shares||Trading in Equity Shares of the Company is permitted only in dematerialized form. Ap-proximately 93.95% of the shares issued by the Company have been dematerialized up to March 31, 2019.|
|xi) Outstanding GR/ Warrants or any Convert-ible instruments||Not applicable|
|xii) Plant Locations||The Company does not have manufacturing or processing plants, as it is a distribution and marketing company.|
|Xiii) Address for correspondence||PAE Limited,|
|69, Tardeo Road, Mumbai 400034.|
|Fax No.:022 66185757.|