Positive Electronics Ltd Directors Report.

FOR THE FINANCIAL YEAR 2017-18

To,

The Shareholders,

The Directors have pleasure in presenting their 37th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS

The Financial Results are stated as under:

Year Ended 31st March 2018 Year Ended 31st March 2017
(Rs.) (Rs.)
Gross Income - 2,089,000.00
Profit Before Interest & (1,078,533.61) (297,998.00)
Depreciation
Finance Charge - -
Gross Profit (1,078,533.61) (297,998.00)
Provision for Depreciation - -
Exceptional Items - -
Net Profit Before Tax (1,078,533.61) (297,998.00)
Provision for Tax - 51,734.00
Net Profit After Tax (1,078,533.61) (349,732.00)
Balance of Profit Brought Forward (349,732.00) 17,028.00
Balance available for appropriation 0.00 0.00
Proposed Dividend on Equity Shares 0.00 0.00
Tax on Proposed Dividend 0.00 0.00
Transfer to Reserve (1,078,533.61) (349,732.00)

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the year under review, Company has earned Profit after tax of Rs. (1078533.61) .

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the company in the financial year.

DIVIDEND

In view of the carry forward losses incurred in the earlier years and pursuant to section 123 of the Companies Act, 2013, the board regrets its inability to declare any dividend for the year under review.

AMOUNT TRANSFERRED TO RESERVES

No amount has been transferred in reserves during the current financial year.

CHANGES IN SHARE CAPITAL, IF ANY

The paid up Equity Share Capital as on 31st March 2018 was Rs. 32,000,000. There have been no changes in the capital structure of the Company as no new shares were issued by the Company during the period under consideration.

DEPOSITS

As on 31.03.2018, the Company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2018, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public.

CORPORATE GOVERNANCE

Pursuant to Regulation 15 of the SEBI (LODR) Regulations, 2015 Corporate Governance Report and Management Discussion Analysis Report are not applicable to our Company, as the Paid up Share Capital and Net Worth of the Company does not exceeds Rs. 10 Crore and Rs 25 Crore respectively (prescribed threshold limits) .

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

1. Replacement of old equipment and motors with low energy efficient equipment and motors.

2. Automatic of processes wherever possible and modification of process which helps in energy savings in addition to processing costs.

3. Regular use of biogas generated in ETP digesters for fuel in waste heat recovery boiler and drying of Gluten.

4. The company is using Bio-mass ( Rice Husk) at its both plant and starch business.

The company has not incurred any capital expenditure on energy conservation equipment during the current financial year.

b) Technology Absorption:

1. Effort made towards technology absorption

2. benefits derived like product improvement, cost reduction and product development.

c) Foreign Exchange Earnings/Outgo:
Earnings NIL
Outgo NIL

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186

During the period under review, no loans and guarantees were provided by the Company under the provisions of Section 186 of Companies Act, 2013.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the ends of the financial year of the Company- 31st March, 2018 till the date of this report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. The companys management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS) .

DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) DETAILS

Ishita Saraogi was appointed as a Company Secretary w.e.f 15/05/2017 and resigned w.e.f. 15/05/2017 and 06/01/2018.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Companies Act, 2013, provides for the appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a Company; and shall be eligible for re-appointment on passing a Special resolution by the shareholders of the Company. Every Independent Director has made disclosures to the Company that they completely fulfill the criteria for being appointed as Independent Director and also comply with the provisions of Section 149 of Companies Act, 2013.

Further, according to Sub-section (11) of Section 149, no Independent Director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

BOARD EVALUATION

Regulation 17 of SEBI (LODR) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

NUMBER OF MEETINGS OF THE BOARD

The Board met 8 (Eight) times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

DATE

15.05.2017

30.05.2017

28.08.2017

25.09.2017

14.12.2017

06.01.2018

02.02.2018

29.03.2018

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the Independence of the Board and separate its functions of Governance and management. As on March 31, 2018, the Board consists of 3 members.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Companys strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

COMMITTEES OF THE BOARD

Currently, the Board has 3(three) committees:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stake Holders Relationship Committee.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the Company, its holding, subsidiary or associate Company.

3. The Independent Directors have/had no pecuniary relationship with Company, its holding, subsidiary or associate Company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives— holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of— a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013

1. Pursuant to Section 134(5) of the Companies Act, 2013 your Directors confirm:

2. (i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed;

3. (ii) That they have 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 of the Company for that period;

4. (iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

5. (iv) That they have prepared the Annual Accounts on a ‘Going Concern basis.

6. (v) That they have laid down internal financial controls in the Company that are adequate and were operating effectively.

7. (vi) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDITORS

STATUTORY AUDITORS

M/s Nirav Shah & Co. Chartered Accountants, Ahmedabad, (MRN: 133345) is the Statutory Auditors of the Company.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITOR

AL & Associates, Partner CS Priti Lakhotia, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2017-18 as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for F.Y. 2017-18 forms part of the Annual Report and part of the Boards report as Annexure -I.

The board will ensure and keep a check on compliance team and ensure that all compliances and filing of forms in future are done within the prescribed time period and no non-compliances or delayed compliances take place.

COST AUDITORS

Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

As per Sec 188(1) of the Companies Act, 2013 there is no transaction entered with the related party during the Financial Year 2017-18, thus no AOC-2 is attached herewith.

DETAILS OF SUBSIDIARY, JOINT VENTURES & ASSOCIATES

During the year under review, no company became or ceased to be a Subsidiary/Joint Venture/Associate of the Company.

PARTICULARS OF EMPLOYEES

The particulars of employees are given in Annexure-IV to this report as required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

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 under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. For the F.Y 2017-18, no case of sexual harassment was pending at the beginning, no case was received during the year nor did any case stand pending at the closure of F.Y.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

We view responsible conduct as a necessary input for long term business success. We accept responsibility for our business, or employees and society. That is how we define our corporate responsibility. But as per Section 135 of Companies Act, 2013 your company is out of the preview of this responsibility.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.

The Company believes in Zero Tolerance against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website www.positiveelectronics.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDERS

BSE Ltd. Suspended the securities of the Company by an Order made on December 22, 2015 due to Surveillance measure.

Suspension of trading in the Securities of the Company was w.e.f. December 24, 2015

EXTRACT OF ANNUAL RETURNS

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return is annexed as Annexure -II.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

For and on behalf of the Board POSITIVE ELECTRONICS LIMITED
Sd/- Sd/- Sd/-
Amitabh Sharad Bhavika Dharmendra Gandhi Abhishek Sharad
(Chief Financial Officer) (Whole Time Director) (Director)
DIN: 07389802 DIN: 00484115
Date: Kolkata
Place: 29/05/2018