Positive Electronics Ltd Directors Report

To,

The Shareholders,

M/s Positive Electronics Limited

Your Directors have the pleasure in presenting the 41^st Annual Report on the business operations of the Company for the financial year ended on March 31, 2022 together with the Audited Financial Accounts and Auditors Report thereon for the financial year 2021 22:

HIGHLIGHTS OF FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended on March 31, 2022 is summarized below -

Particulars	31st March 2022	31st March 2021
	(In Rs.)	(In Rs.)
Gross Income	6,86,651.45	4,93,803.00
Profit Before Interest &
Depreciation	(76,978.78)	(86,650.00)
Finance Charge		-
Gross Profit	(76,978.78)	(86,650.00)
Provision for Depreciation	-	-
Exceptional Items	-	-
Net Profit Before Tax	(76,978.78)	(86,650.00)
Provision for Tax	-
		7,323.00
Net Profit After Tax
	(76,978.78)	(93,973.00)
Balance of Profit carried Forward	42,51,735.22	43,28,714.00
Balance available for appropriation	-	-
Proposed Dividend on Equity	-	-
Shares
Tax on Proposed Dividend	-	-
Transfer to Reserve	-	-

THE STATE OF COMPANYS AFFAIRS:

Your Directors are optimistic about Companys business and hopeful of better performance in next year.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the business of the Company during the financial year under review. Your Board is optimistic about the Company business and hopeful of better performance in the upcoming years.

DIVIDEND:

Your Directors has not recommended any dividend for the current financial year.

TRANSFER TO RESERVE:

The Company has not transferred any amount to the Statutory Reserves.

CAPITAL STRUCTURE OF THE COMPANY:

During the financial year under review, the Authorised Share Capital of the Company stood at Rs. 3,24,00,000/- (Rupees Three Crores Twenty Four Lakhs Only) and the Issued, Subscribed and Paid- Up Share Capital stood at Rs. 3,20,00,000/- (Rupees Three Crores Twenty Lakhs Only) divided into 32,00,000 shares of Rs. 10/- each.

During the period under review, the Company has not issued any shares.

DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any subsidiaries, associates or joint ventures as on March 31, 2022.

LISTING WITH THE STOCK EXCHANGE(S):

The Equity Shares of the Company are presently listed at the Bombay Stock Exchange and the Calcutta Stock Exchange.

DEPOSITS:

Your Company had no opening balance of Deposits on April 01, 2021. Further, your Company has not accepted any deposits during the financial year 2021 22 and as such, no principal or interest were outstanding as on March 31, 2022 as per the provisions of the Companies Act, 2013 read with the Rules framed there under.

LOAN FROM BANKS OR FINANCIAL INSTITUTIONS:

The Company has not taken any loan from the Banks or Financial Institutions during the financial year under review.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS: During the year under review, the following directors are acting on the Board of the Company:

Sl. No.	Particulars	DIN	Designation
01	Abhishek Sharad	00484115	Non- Executive Director
02	Chirag Bhupendrabhai Kashiparekh	07498727	Non- Executive Director
03	Sujeet Singh	07135507	Independent Director
04	Vinay Sureka	03394556	Independent Director
05	Shambhu Kumar Agarwal	03557757	Independent Director
06	Roma Jha	09494476	Whole Time Director

KEY MANAGERIAL PERSONNEL: In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

Sl. No.	Particulars	Designation
01	Amitabh Sharad	Chief Financial Officer
02	Rahul Kumar Lodha	Company Secretary & Compliance Officer

APPOINTMENT/ RE- APPOINTMENT AND RESIGNATION OF DIRECTORS:

During the FY 21-22, Ms. Bhavika Dharmendra Gandhi (DIN: 07389802) has resigned as the Whole Time Director of the Company w.e.f 14/02/2022. Mr. Narendra Mathurbhai Gandhi (DIN: 07389831) has resigned as Independent Director of the Company w.e.f 14/02/2022.The Board in its meeting held on 14/02/2022 has accepted the resignation of Ms. Bhavika Dharmendra Gandhi (DIN: 07389802) and Mr. Narendra Mathurbhai Gandhi (DIN: 07389831).

Ms. Roma Jha (DIN: 09494476) has been appointed as the Whole Time Director of the Company for a period of 5 years w.e.f 14/02/2022.

Mr. Shambhu Kumar Agarwal (DIN: 03557757) has been appointed as the Independent Director of the Company for a period of 5 years w.e.f 14/02/2022.

In accordance with the provisions of the Section 149, 152 and other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder, Mr. Abhishek Sharad, (DIN: 00484115), director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment for the consideration of members of the Company in the ensuing Annual General Meeting.

BOARD MEETINGS:

During the year, five (05) meetings of the Board of Directors were held, details of which are given below:

Sl. No.	Date of Meeting
01	30.06.2021
02	14.08.2021
03	07.09.2021
04	13.11.2021
05	14.02.2022

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERTIONS IN FUTURE:

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals having an impact on the going concern status and future operations of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

DECLARATION BY INDEPENDENT DIRECTORS:

Each Independent Director on the Board of the Company meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 read with the Rules framed thereunder and also meet the requirements of the Listing Agreement entered into with the Stock Exchanges.

Further, the Independent Directors of your Company, in the meeting held on 14^th February, 2022 has reviewed and evaluated the performance of Non-Independent Directors of the Company amongst transacting other matters as per the Agenda.

Moreover, the necessary declaration from each of the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 is enclosed as

"ANNEXURE IV".

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already formulated a Policy to prevent Sexual Harassment of Women at Workplace. In addition to above, there were no such cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section 135 of Companies Act, 2013 read with the Rules framed there under is not applicable to the company as it is not matching with the criteria specified in the said section.

AUDIT AND AUDITORS:

STATUTORY AUDITOR:

M/s Mukesh Choudhary & Associates (FRN: 325258E), Chartered Accountants, Kolkata continue to hold office as the Statutory Auditors of the Company for the Financial Year ended on March 31, 2022.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Ms. Bharti Mundhra, Practicing Company Secretary to undertake the Secretarial Audit for the F.Y. 2021 - 22.

The Secretarial Audit Report for F.Y. 2021 22 is forms part of the Annual Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remark or disclaimer.

COST AUDITOR:

During the period under review, Cost Audit is not applicable to the Company.

BOARDSS COMMENTS ON AUDITORS REPORTS:

There is no qualification, reservation or adverse remark made either by the Statutory Auditor or the Secretarial Auditor in his/ her report pertaining to the financial year under review.

REPORTING OF FRAUDS BY AUDITORS:

In terms of Section 143(12) of the Companies Act, 2013, neither the Statutory Auditor nor the Secretarial Auditor has found any instances of frauds in the Company during the course of performance of their duties as such. This clause is therefore not applicable on the Company.

DEVELOPMENY AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The management of your Company would like to share the highlights of its performance on the conservation of energy, technology absorption, foreign exchange earnings and outgo, as below:

CONSERVATION OF ENERGY/ RESOURCES:

The Company is continuously striving towards improving the energy conservation measures in all areas. Company ensures strict compliance with all the statutory requirements and has taken several sustainable steps voluntarily to contribute towards better environment. Few steps are listed below:

Conservation of natural resources like electricity, oil and fuel; Use of natural lighting and natural ventilation; Rain water harvesting and water conservation; Reduce, reuse, recycle of waste and eco-friendly waste disposal.

TECHNOLOGY ABSORBTION:

With the globally changing business environment, it is necessary to have developed technology. The Company has undertaken various initiatives towards technology absorption and derived benefits like cost reduction, product improvement and product development etc.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings and outgo during the financial year 2021-22 is Nil.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision of section 134(5) of the Companies Act 2013, your Directors confirmed that:

a) In the preparation of the Annual Accounts for the Financial year ended 31^st March 2022, the applicable Accounting Standards have been followed and there is no material departure from the same;

b) The directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the company as at 31^st March, 2022 and of the profit 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis. e) The directors have devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or agreement with related party/(ies) made during the year. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Thus, disclosure in Form AOC-2 is not required.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The management has put in place effective Internal Control Systems to provide reasonable assurance for: Safeguarding assets and their usage; Maintenance of Proper Accounting Records; Adequacy and Reliability of the information used for carrying on Business Operations.

The Audit Committee as well as the Board of Directors reviews the adequacy and effectiveness of internal financial controls with respect to the financial statements and suggests improvement for strengthening them, from time to time.

PERFORMANCE EVALUATION:

The Board of Directors formulated and adopted a Board Evaluation Framework for the period under review for evaluating the performance of the Board as whole, as a committee and as individual directors.

Pursuant to the said evaluation framework, the Board evaluated the performance its performance as well as of its committees and of individual directors for the Financial Year 2021 22 and consequent to such evaluation, it was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro- growth activity and successfully faced challenging operational climatic and economic adversities during the year. Further the Individual Directors fulfilled their applicable responsibilities and duties laid down by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

BOARD COMMITTEES:

The Company had constituted such committees as are required under the provisions of the Companies Act, 2013 read with the Rules framed thereunder along with the SEBI (Listing Obligation and Disclosure) Regulations, 2015.

The following committees are functional: Audit Committee Nomination & Remuneration Committee

Stakeholders Relationship Committee

In addition to the above, the Board has also adopted a policy on Vigil Mechanism.

AUDIT COMMITTEE:

The Composition of the Audit Committee and the meetings attended by each of the members as on March 31, 2022 is given below. Four Audit Committee meetings were held on 30^th June, 2021, 14^th August, 2021, 13^th November, 2021 and 14^th February, 2022 during the financial year 2021-22, under review.

Name of the Director	Position in the Committee	No. of Meetings attended
Narendra Mathurbhai Gandhi	Chairperson	3
Sujeet Singh	Chairperson	1
Vinay Sureka	Member	4
Chirag Bhupendrabhai Kashiparekh	Member	4

Such constitution of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Obligations & Disclosure Requirements Regulations, 2015.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprised of the following members as on March 31, 2022. Two meetings of the Nomination & Remuneration Committee were held on 30th June, 2021 and 14^th February, 2022 during the financial year 2021-22, under review.

Name of the Director	Position in the Committee	No. of Meetings attended
Narendra Mathurbhai Gandhi	Chairperson	1
Vinay Sureka	Chairperson	1
Sujeet Singh	Member	2
Chirag Bhupendrabhai Kashiparekh	Member	2

Such constitution of the Nomination & Remuneration Committee meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Obligations & Disclosure Requirements Regulations, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprised the following members as on

March 31, 2022. One meeting of the Stakeholders Relationship Committee was held on 30^th November, 2021 during the financial year 2021-22, under review:

Name of the Director	Position in the Committee	No. of Meetings attended
Narendra Mathurbhai Gandhi	Chairperson	1
Sujeet Singh	Member	1
Chirag Bhupendrabhai Kashiparekh	Member	1

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy, as part of the Vigil Mechanism to provide appropriate avenues to the Directors and Employees of the Company to bring to the attention of the management any issue which is perceived to be in the violation of or in conflict with the business interest of the company. During the year, there have been no complaints received.

MANAGEMENT DISCUSSION AND ANALYSIS:

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, a report on the Management Discussion and Analysis forms an integral part of the Directors Report, annexed herewith marked as

"ANNEXURE- II".

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company has adopted a policy on the appointment and remuneration of the directors, as approved by the Nomination & Remuneration Committee and the Board of Directors. Some of the salient features of the policy are: (ANNEXURE- III)

NON- EXECUTIVE DIRECTORS: The Non- Executive Director shall be entitled to such sums as sitting fees as may be approved by the Board from time to time for all such meetings of the Board and/ or Committees as may be attended by them. Such sitting fees shall however be within the overall limits as prescribed under the Companies Act, 2013 read with the Rules framed thereunder. Presently, no sitting fees have been prescribed by the Board of Directors.

EXECUTIVE DIRECTORS: The Company shall pay remuneration by way of salaries, perquisites and allowances, fixed as well as variable to the Managing Director as well as Whole Time Directors. Such remuneration shall be subject to the provisions of Section 197 and other sections, if any, of the Companies Act, 2013 read with Schedule V of the Act.

If in any financial year, the Company has no profits or inadequate profits, such remuneration shall be in accordance with the provisions of Schedule V of the Act and if not in compliance thereof, prior approval of the Central Government shall be requisite.

The Key Managerial Personnel, Senior Managerial Personnel and other employees of the Company shall be paid monthly remuneration as per the Companys HR policy or as may be approved by the Nomination & Remuneration Committee.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, the Company has neither made any application nor any application or proceeding are pending under the Insolvency and Bankruptcy Code,2016.

ACKNOWLEDGEMENT:

Your Board wishes to place on record its deep appreciation of Directors of your company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your company take right decisions in achieving its business goals.

Your Board acknowledges with thanks the support given by suppliers, customers, Bankers, Government Authorities, Shareholders and Employees of the Company at all levels and looks forward for their continued support.

For and on behalf of the Board,

POSITIVE ELECTRONICS LIMITED

	Sd/-	Sd/-
	Roma Jha	ABHISHEK SHARAD
	Whole Time Director	Director
	DIN: 09494476	DIN: 00484115
DATE: 28th May, 2022
PLACE: Kolkata