Pulz Electronics Director Discussions


To

The Members

Pulz Electronics Limited

Your directors have pleasure in presenting the 18th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2023 is summarized as under:

Particulars Standalone Consolidated
For the year ended For the year ended
31-Mar-23 31-Mar-22 31-Mar-23 31-Mar-22
Total Sales / Income From Operations 29,20,90,188 12,72,37,972 44,88,63,678 19,70,67,313
Other Income 6,71,56,31 41,16,689 1,08,18,604 59,76,098
Net Profit / Loss Before Depreciation 6,43,88,760 1,73,48,836 9,90,50,526 2,19,31,031
Depreciation 61,18,694 51,01,125 71,12,603 51,01,125
Net Profit / Loss Before Taxation 7,05,07,454 1,22,07,712 9,19,37,923 1,68,29,907
Provision For Taxation (Incl. Deferred Taxes) 1,94,68,534 (1,88,634) 2,92,152 1,73,561
Net Profit / Loss After Tax 5,17,75,988 97,71,346 6,74,30,075 1,31,28,468
Balance Carried Forward 8,04,12,361 8,37,56,093 10,02,86,113 8,79,75,758

2. PERFORMANCE REVIEW

During the year under review, the Company earned total revenue of Rs. 29,88,05,820 an Increase of 146 % over previous year.

3. DIVIDEND

Your Board has recommended interim dividend Rs.0.10 (1.00%) per equity share during the year.

4. RESERVES

Amount of Rs. 6,74,30,075 transferred from current years profit to general reserve during the period under review.

5. DEPOSITS

During the year under review,the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act,2013 read with Companies (Acceptance of Deposits) Rules,2014.

6. LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company is listed on 14th November, 2017 and traded on the NSE Limited (NSE). The Scrip Code of the Equity Shares of the Company on NSE is PULZ. The Company has paid upto date listing fees to the NSE.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company has Subsidiary Company named R&S Electronics Systems India Private Limited (Formerly Peerless Speakers Private Limited) The Company does not have any JointVenture or an Associate Company

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Ramakrishnan Manden Kattil,retires by rotation at the ensuing Annual General Meeting and being eligible,offers himself for re-appointment.Your directors recommend their approval.

Mrs.Kanta Bokaria (w.e.f.12th August 2022) & Mr Santosh Kumar Shah (w.e.f 03rd March 2023) has been appointed as an Independent Director of the Company during the year under review.

9. SHARE CAPITAL

The paid-up Equity share capital as at March 31, 2023 stood at Rs. 10,90,40,000/-. During the year under review, the Company has issued bonus equity shares of Rs 5,45,20,000 to the shareholders of the Company. Other than bonus issue Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act,2013,your Directors state that: ?

In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 as at 31st March, 2023 and the profit for the year ended on that date;

The Directors had taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the annual accounts on a going concern basis:

The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return is prepared in Form MGT-7 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is available at Companies Website.Link is as follows:-

https://www.pulz.biz/investor-corporategovernance.html

11. AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 and the rules framed thereunder M/s. Kumbhat & Company Chartered Accountants, (FRN: 001609S), was appointed as Statutory Auditor of the Company for the term of 5 years in 15th AGM Conducted on 29th December 2020.

A) SecretarialAuditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under,M/s N S Gupta & Associates,Company Secretaries in Whole-time Practice (FCS no.9343, C P No.11093),were appointed to conduct Secretarial Audit for the year ended 31st March,2023. M/s N S Gupta& Associates, Practicing Company Secretaries has submitted their report on the Secretarial Audit which is attached as "Annexure A" and forms a part of this report.

12. TAX PROVISIONS

The Company has made adequate provisions as required under the provisions of IncomeTax Act, 1961 as well as other relevant laws governing taxation on the Company.

13. CORPORATE GOVERNANCE

During the year under review,the Paid Up Capital and Net Worth of the Company were less than Rs. 10 crores and Rs. 25 crores respectively as on 31st March, 2022, therefore Corporate Governance provisions as specified in Regulations 17, 18, 19, 20 21, 22, 23 24, 25, 26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para-C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement),Regulation 2015 is not applicable to the Company. Moreover, the Company is listed on SME Platform so as per SEBI (LODR 2015) Corporate Governance provisions are not applicable on SME Listed Companies.

Whenever this regulation becomes applicable to the Company at a later date,we will comply with requirements those regulations within six months from the date on which the provisions became applicable to our Company.

14. MANAGEMENT DISCUSSION &ANALYSIS REPORT

The Management Discussion & Analysis Report is attached as "Annexure B" and forms a part of this report.

15. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards related to the Board Meetings and General Meeting issued by the Institute of Company Secretaries of India (ICSI).

16. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 is furnished here under.

Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31st March,2023 is as follows:>

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earned Rs. 20,437,970
Foreign Exchange Used Rs. 96.557.437

17. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014 in respect of employees of the Company,will be provided upon request.In terms of Section 136 of the Act,the Report and Accounts are being sent to the Members and others entitled thereto,excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

18. NUMBER OF BOARD MEETING CONDUCTED DURING THE YEAR

The Company had 8 (Eight) Board meetings during the financial year under review.The dates on which the Board meetings were held are 20.04.2022, 30.05.2022,12.08.2022, 01.09.2022, 14.11.2022,03.12.2022,23.12.2022,03.03.2023.

19. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY COMPANY UNDER SECTION 186

The particulars of Loans, Guarantees and Investments made by the Company under the provisions of Section 186 of the Act are provided in the notes to Financial Statements

20. RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2023, the contracts or arrangements entered with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 are provided in the notes to Financial Statements.

Thus,disclosure in form AOC-2 is applicable to the Company in "Annexure C"

21. SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

There was no order passed by any regulator or court or tribunal,which impacts the going concern status of the Company or will have any bearing on Companys operations in future.

22.AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act,2013 and Regulation 18 of SEBI (LODR) Regulation, 2015, the Company has constituted an Audit Committee in accordance with the terms of reference specified from time to time by the Board.There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year 2022-23,6 (Six) Audit Committee meetings were held on 30.05.2022,01.09.2022, 14.11.2022,03.12.2022,23.12.2022,03.03.2023.

23. NOMINATIONAND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and regulation 19 of SEBI (LODR) Regulation, 2015, the Company has constituted a Nomination and Remuneration Committee in accordance with the terms of reference specified from time to time by the Board.

During the year 2022-23,4 (Four) Nomination and Remuneration Committee meetings were held on 30.05.2022,01.09.2022,14.11.2022,03.03.2023.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

In accordance with the provisions of Section 178(5) of the Companies Act,2013 and Regulation 20 of SEBI (LODR) Regulation,2015 the Company has constituted a Stakeholders Relationship Committee in accordance with the terms of reference specified from time to time by the Board. During the year 2022-23, 4 (Four) Stakeholders Relationship Committee meetings were held on 30.05.2022,01.09.2022,14.11.2022,03.03.2023.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordances with managements authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information.Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has not applicable to constitute a Corporate Social Responsibility Committee due to non- fulfilment of any of the conditions pursuant to section 135 of the CompaniesAct, 2013.

27. POLICY ON SEXUAL HARASSMENT OF WOMENAT WORK PLACE

The Company has adopted a policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaints or allegations of sexual harassment were filed with the Company.

28. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES

The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of the Listing Regulations.

29. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015,the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees, which covers 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 performance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.The Directors expressed their satisfaction with the evaluation process.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behavior, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of theAudit Committee in exceptional cases and no personnel have been denied access to the Audit Committee. The Board and its Audit Committee are informed periodically on the cases reported, if any and the status of resolution of such cases.

31. INVESTOR SERVICES

As the members are aware, your Companys shares are tradable compulsorily in electronic format your Company has established connectivity with both the depositories viz. National Securities Depository Ltd.(NSDL) and Central Depository Services (India) Ltd.(CDSL).In view of the numerous advantages offered by the Depository system,members are requested to avail of the facility of de-materialization of Companys shares on either of the Depositories as aforesaid.

32. DISCLOSURES UNDER SECTION 134(3) (L) OF THE COMPANIES ACT, 2013

There are no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

33. 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 said code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015.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 the Directors and the designated employees have complied with the Code.

34. ACKNOWLEDGMENTS

The Board wishes to place on record their appreciation for the sincere efforts of the Directors, employees and the co-operation extended by the Bankers,Shareholders,clients & associates for their continue support towards the conduct of the Company.

For and on behalf of the Board
Anirvan Partha Ghose
Managing Director
Place: Mumbai
Date: 05/09/2023