shree pacetronix ltd Directors report

To

The Members,

Shree Pacetronix Limited, Plot No 15, Sector-II, Industrial Area, Pithampur District Dhar,(M.P.)-454775

Your Directors have immense pleasure in presenting 35^th Boards Report of Shree Pacetronix Limited, together with the Standalone and Consolidated Audited Financial Statements for the year ended 31^st March, 2023.

1. State of Affairs, Financial Performance and Future Outlook: a. Financial Performance

The financial highlights and summarized financial results of the Company are given below:

(In Rupees Hundred)

	STANDALONE		CONSOLIDATED
	Year ended	Year ended	Year ended	Year ended
PARTICULARS	2022-2023	2021- 2022	2022-2023	2021- 2022
Revenue from operations	20,19,351.65	9,02,604.23	20,25,546.43	9,23,056.22
Other Income	8,708.81	6,706.81	9,153.90	7,214.17
Total Expenses [excluding interest &	14,80,787.38	7,44,276.41	14,85,113.10	7,46,808.18
depreciation]
Profit before Interest, Depreciation & Tax	5,47,273.08	1,65,034.63	5,49,587.23	1,83,462.21
Less: Depreciation	62,861.54	49,751.79	62,862.70	49,753.37
Less: Interest	24,690.86	26,787.91	24,690.86	27,662.08
Profit/(Loss) Before Tax	4,59,720.68	88,494.93	4,62,033.67	1,06,046.76
Less: Tax Expenses
Current Tax	1,43,803.25	26,083.64	1,44,302.09	26,083.64
Deferred Tax	(8,842.90)	(2,798.50)	(8,235.00)	1,882.40
Net Profit/(Loss) after Tax	3,24,760.32	65,209.79	3,25,966.58	78,080.71
Attributable to:
Equity Holders	-	-	3,25,965.53	78,069.46
Non-controlling interest	-	-	1.05	11.25
Add: Amount brought forward from	2,22,106.90	1,56,897.11	2,08,587.69	1,30,518.23
Last Year
Balance carried forward to Balance	5,46,867.22	2,22,106.90	5,34,553.22	2,08,587.69
Sheet

The Companys financial statements for the year ended March 31, 2023 are the financial statements prepared in accordance with Indian Accounting Standards (IND-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and as applicable.

Standalone: During the Financial Year ended on 31^st March, 2023, your Company has achieved on standalone basis an operational turnover and other income of Rs. 2028.06 Lakhs as against an operational turnover and other income of Rs. 909.31 Lakhs in the previous Financial Year and the Profit after Tax of Rs. 324.76 Lakhs as against Profit after Tax of Rs. 65.21 Lakhs in the previous Financial Year.

b. Performance of Subsidiary and overall contribution to the performance of the Company

The Company has one subsidiary named ‘Shree Coratomic Limited. On consolidated basis, your Company has achieved operational turnover and other income of Rs. 2034.70 Lakhs as against an operational turnover and other income of Rs. 930.27 Lakhs in the previous Financial Year and the Profit after Tax of Rs. 325.96 Lakhs as against Profit after Tax of Rs. 78.08 Lakhs in the previous Financial Year. The company and its subsidiary on its standalone basis reported Profits during the year and there overall performance has increased as against the previous financial year.

c. Operations And Future Outlook

The Company is one among the Corporates which are operating in global market for Pacemaker. Pacemakers are medical devices that are used to impart electrical pulses to the heart, so as to ensure normal heart rate. Pacemakers are used to treat patients who are suffering from heart conditions, such as heart failure and arrhythmias. These devices are implanted under patients chest by cardiologist to deal with various indications and used for the treatment of heart medical complications/conditions.

Your company focuses on the development, production, and distribution of pacemakers and related medical devices. It work closely with healthcare professionals and hospitals to ensure that their products meet the highest standards of quality and safety.

Our operations involve extensive research and development efforts to stay at the forefront of pacemaker technology. This includes exploring new materials, improving battery life, and enhancing connectivity features to provide better monitoring and care for patients.

Your company also has a strong manufacturing process in place to ensure efficient production and timely delivery of pacemakers. They have stringent quality control measures in place to guarantee that each device meets the necessary standards before it reaches patients.

The pacemaker industry has been witnessing significant advancements in recent years, thanks to ongoing technological innovations. As a result, there are several exciting opportunities on the horizon for the company.

The market is estimated to grow at a compound annual growth rate (CAGR) of 5.4 per cent between 2022 and 2025.Due to rising incidences of cardiovascular diseases and impacts of COVID-19 has resulted in increase in cost of cardiac disease management, favourable government policies, and the launch of technologically advanced pacemakers such as the MRI safe pacemakers and leadless pacemakers are chiefly driving the growth in the market.

Currently, Majority of the players operating in the Indian market are foreign companies. Stiff competition exists among these players. Your Company is looking forward to cover major Indian market in coming years. Further, the Company is serving to other Countries also and panning to reach far beyond Indian boundaries. This will also help our nation to save crucial foreign exchange.

Your Company will remain focused on its agenda of superior revenue growth, cost consciousness and improving the overall margin profile of the Company simultaneously focusing on the welfare of the society being its most concerned responsibility.

We have already reached a milestone of more than 1,00,500 implants in India and beyond. This has been truly possible through the continued commitment to Research and Development and a vision to serve our people.

The Prime Ministers atmanirbhar bharat abhiyan and "vocal for local" mantra has also brought out the significance for our local brands to have a global presence. India is the biggest and the fastest-growing market in the world for the majority of the product categories.

With a more than 30 years of experience, we continue to aspire with great zeal and vigour to realize our PMs mission of "Make in India" and "Self Reliance".

d. Change in nature of Business

During the year there was no change in business activity of the company.

e. Changes in Share Capital

During the Financial Year 2022-2023 there was no change in capital structure of the Company. The paid up equity capital as on 31^st March, 2023 was Rs. 3,59,94,000/- (Rupees Three Crores Fifty Nine Lakhs and Ninety Four Thousand Only) divided into 35,99,400 equity shares of Rs. 10/- each. During the year under review, the

Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. None of the Directors of the company hold instruments convertible into equity shares of the Company.

Further during the Year under Review, your Company has proposed a preferential issue of warrants convertible into equity shares on preferential basis to promoter and promoter group of the Company. However the same was called off by the Company due to non availability of in-principle approval from the Appropriate Authorities.

f. Revision of Annual Financial Statements

There was no case of revision in financial statements during the year.

2. Transfer to Reserves

During the year the Company has not transferred any amount to the general reserves or any other reserves as the Company retains the entire amount of profits as retained earnings.

3. Dividend

Your Directors have not recommended any Dividend for the year under review.

4. Deposits

During the year under review, the Company did not accept any deposits within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

5. Material changes and commitments after the end of Financial Year

Further there are no other material changes and commitments affecting financial position of the company which have occurred between the end of the financial year of the company to which financial statements relate and as on date of this report.

6. Annual Return

Pursuant to provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company for Financial Year 2022-23 is available on the Companys website at weblink https://www.pacetronix.com/investor-corner/other-shareholders-information/.

7. Subsidiary, Associate Companies or Joint Ventures of the Company

Subsidiary:

The Company has one Indian subsidiary "Shree Coratomic Limited" (CIN:U33112MP1995PLC008917). In accordance with Section 129 of the Companies Act, 2013, a separate statement containing salient features of the financial statement of the subsidiary of the Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure I.

Further, the Company has also formulated a policy for determining ‘material subsidiary which is available on the website of the Company at www.pacetronix.com.

Associate Company or Joint Venture: The Company does not have any joint venture or associate Company at the beginning or closing or any time during the year 2022-2023.

8. Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiary, which forms part of this Annual Report is prepared in accordance with the relevantIndian Accounting Standards (IND-AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133, as applicable along with other relevant provisions of the Act.

During the year under review, no Company has become or ceased to be a subsidiary of the Company.

In terms of Section 136 of the Companies Act, 2013 (‘the Act), the Financial Statements of the subsidiary and related detailed information will be kept at the Registered Office of the Company and also at the registered office of the Subsidiary Company and will be available to the members of the Company on their request. They are also available on the website of the Company at www.pacetronix.com.

9. Particulars of contracts or arrangements with Related Parties

During the financial year 2022-2023, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee and the Board. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arms length basis. No transaction with any related party was in conflict with the interest of the Company.

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

There are no material contracts or arrangements or transactions during the year. Thus, the disclosure in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

The Company has adopted a Related Party Transactions Policy and the same is uploaded on the Companys website https://www.pacetronix.com/investor-corner/policies/.

Suitable disclosures as required under Indian Accounting Standards (Ind AS-24) have been made in the Note-38 to the Standalone financial statements.

10. Directors and Key Managerial Personnel

At the year ended 31^stMarch, 2023, the Board of Directors comprised of Two Executive directors and Three Non-Executive Independent Directors, which includes two Independent Women Director. The Company has one Chief Financial Officer and a Company Secretary.

Independent Directors:

The Independent Directors on the Board of the Company comprise of Mr. Sushil Kumar Patni (DIN: 00245754), Ms. Manali Tongia (DIN: 09542172)and Ms. Somya Chhabra(DIN:09597296) (Appointed w.e.f. 06th May, 2022) as on year ended 31^st March 2023.

Declaration by Independent Directors

All Independent Directors of the Company have furnished a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year. Independent Directors have also submitted declaration that they have registered themselves on the online data bank of Indian Institute of Corporate Affairs (IICA) in accordance with the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there under and as per Regulation 25 of SEBI (LODR) Regulations, 2015.

Independent Directors are not liable to retire by rotation, in terms of Section 149(13) of the Act.

Change in Directors and Key Managerial Personnel:

Resignation:

Mr. Rajesh Kumar Bhale, Mr. Varun Rawat and Mr. Mahesh Purohit, Non executive Independent directors of the Company has resigned from the Board w.e.f from 6^thMay 2022. Further, the said directors have also confirmed that there is no material reason for their resignation as independent directors.

Regularization of Directors:

The Board in its meeting held on Monday, 31^stJuly, 2023, appointed Mr. Chandragupt Jain (DIN: 10262427) as the Additional Director of the Company w.e.f. 1^st August 2023 in the category of Non Executive Independent Directors and he shall hold office upto the conclusion of ensuing Annual General Meeting.

During the year under review, based on the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on Thursday, 24^thMarch 2022 approved the appointment of Ms. Manali Tongia (DIN: 09542172) as an Additional directors in the Category of Non-Executive Independent Director and further in its meeting held on Thursday, 05^thMay 2022 approved the appointment of Ms. Somya Chhabra (DIN: 09597296) as an Additional directors with effect from 06^thMay,2022 in the Category of Non-Executive Independent Director.

Further, in the 34^thAnnual General Meeting held on 19^thAugust, 2022, the members approved the appointment of Ms. Manali Tongia (DIN: 09542172) as Directors in the Category of Non-Executive Independent Directors of the Company for a term upto five consecutive years commencing from 24^thMarch, 2022upto 23^rdMarch, 2027 and Ms. Somya Chhabra (DIN:09597296) as Directors in the Category of Non-Executive Independent Directorsof the Company for a term upto five consecutive years commencing from 06^th May, 2022 upto 07^thMay, 2027 respectively.

Your Directors recommend the appointment of Mr. Chandragupt Jain (DIN: 10262427) as a Director on the Board of the Company

Directors seeking re-appointment at the ensuing 35^thAnnual General Meeting:

Based on the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on Monday, 14^thAugust 2023, proposed the re-appointment of Mr. Akash Sethi (DIN: 08176396) as a Joint Managing Director of the Company for a further period of three (3) years commencing from 14^thAugust, 2024 to 13^thAugust, 2027 which is subject to the approval of shareholders in the ensuing 35^th Annual General Meeting.

Your Directors recommend the re-appointment of Mr. Akash Sethi (DIN: 08176396) as a Joint Managing Director of the Company.

Director liable to Retire By Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Atul Kumar Sethi (DIN: 00245685), Managing Director of the Company is liable to retire by rotation and being eligible, offers himself for reappointment at the ensuing 35^thAnnual General Meeting.

Disqualifications of Directors:

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary certifying that none of the directors of the company disqualified for holding office as director of the Company is enclosed with this Board Report.

11. Committees of the Board of Directors

The Board has three committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following are the details of the Board Committees during the Financial Year 2022-2023:

Committees of the Board of Directors

The Board has three committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following are the details of the Board Committees during the Financial Year 2022-2023:

a.Audit Committee b.Nomination & Remuneration Committee c.Stakeholders Relationship Committee

a. Audit Committee:

1. Sushil Kumar Patni – Chairman, Independent Director 2. Manali Tongia – Member, Independent Director 3. Somya Chhabra# – Member, Independent Director

b. Stakeholder Committee:

1. Sushil Kumar Patni – Chairman, Independent Director 2. Manali Tongia – Member, Additional Independent Director 3. Atul Kumar Sethi – Member, Executive Director

c. Nomination and Remuneration Committee:

1. Sushil Kumar Patni – Chairman, Independent Director 2. Manali Tongia – Member, Additional Independent Director 3. Somya Chhabra# – Member, Additional Independent Director

#Appointed as a member of Committee w.e.f.Friday, 06th May, 2022.

Audit Committee

At the year ended March 31, 2023, the Company has an adequately qualified and experienced Audit Committee with Mr. Sushil Kumar Patni as Chairperson, Ms. Manali Tongia as Member and Mr. Somya Chhabra, as Member. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The details with respect to other Committees, their compositions, powers, roles and terms of reference, Meetings held and attendance of the Directors at such Meetings of the Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

12. Meetings of the Board of Directors and its committees

a. Board Meetings: During the year under review the Board has met 09 (Nine) times viz.May 05, 2022;May

30,2022; July21, 2022; August 13, 2022; August 30,2022; September 05, 2022;November 04, 2022;November 14 , 2022;February 13, 2023.

The details of meetings of the Board and the attendance of Directors at such Meetings are provided in the Corporate Governance Report.

b. Committee Meetings: During the year under review, the Committees duly met and the details of the Meetings held and attendance at such Meetings, are provided in the Corporate Governance Report.

c. Separate Meeting of Independent Director: During the year under review, a separate meeting of Independent Directors was held on 13^thFebruary, 2023. Details of the attendance of the Directors at such Meeting and detail about familiarisation programme, is provided in the Corporate Governance Report.

13. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, Key Managerial Personnel (KMP) and other Senior Management Personnelwhich is being approved and adopted by the Board and has been posted on the website of the Company and can be accessed through web link https://www.pacetronix.com/investor-corner/policies/.

Salient Features of the policy: The policy covers the following:

1. Definitions

2. Objective of the Committee

3. Appointment Criteria for Directors and Key Management Personnel.

4. Additional Criteria for Appointment of Independent Directors.

5. Tenure of the Directors.

6. Removal of the Director, KMP or Senior Management Personnel

7. Remuneration Criteria for Non Executive Directors,

8. Remuneration criteria for Directors& Key Managerial Personnel & senior management.

9. Criteria for Evaluation of Performance of Independent Directors and the Board of Directors.

The Nomination and Remuneration Policy of the Company is placed on the Companys website at http://www.pacetronix.com/investor-corner/policies/.

Other Policies:

The other policies adopted by the Company pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations are placed on the Companys website at http://www.pacetronix.com/investor-corner/policies/.

14. Performance Evaluation of the Board

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Guidance Note on Board Evaluation issued by the Institute of Company Secretaries of India and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, the Nomination and Remuneration Committee of the Company has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors.

The Board of Directors has carried out an annual performance evaluation of its own performance, the Directors and the Committees. Performance evaluation of independent Directors was in accordance with Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is done by the entire board, excluding the director being evaluated. The performance evaluation of the Executive Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The criteria on the basis which the evaluation has been carried out are explained in the Corporate Governance Report.

The performance of the board was evaluated by the board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparation on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

15. Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts for the financial year ended 31^stMarch, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures. b. The Directors 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 31^st March 2023 and of the profit for the year ended on that period. c. The Directors 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 frauds and other irregularities. d. The Directors had prepared the annual accounts on a going concern basis. e. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

16. Auditors:

a. Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed there under, at the 33^rd Annual General Meeting held on 29^thSeptember 2021, M/s S.R. Naredi & Co., Chartered Accountants (ICAI Firm Registration No. 002818C) were appointed for a term of five consecutive years as Statutory Auditors of the Company to hold office till the conclusion of 38^thAnnual General Meeting to be held in the calendar year 2026.

The Company has received a certificate from the Statutory Auditors confirming their eligibility and willingness for their appointment and affirmation that the appointment is in accordance with Section 139 read with Section 141 of the Act.

In accordance with Notification No. GSR 432(E) issued on 07^thMay, 2018 by the Ministry of Corporate Affairs the appointment of statutory auditors is not required to be ratified at every Annual General Meeting.

Explanation to Auditors Remark

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Ms. Shraddha Jain, Practicing Company Secretary, Indore (M.P.) to conduct Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Audit Report for the financial year ended 31^stMarch 2023 is annexed herewith marked as Annexure II to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

c. Cost Record and Cost Audit

The Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014 as amended from time to time, therefore no such records required to be maintained.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed Shreyash Sethiya & Associates Chartered Accountant, Indore (Firm Registration No. 033148C),to conduct Internal audit of the Company for the financial year 2022-2023.

17. Internal Financial Controls and its adequacy

Your Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit for financial year 2022-2023 is entrusted to Shreyash Sethiya & Associates Internal Auditors. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

18. Particulars of loans,guarantees or investments

During the Financial Year 2022-2023, your Company has not given any loan, guarantee or made investments in anybody corporate in terms of section 186 of the Companies Act, 2013.Details of investment and guarantee covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No.3 and 31forming part of the financial statements of the Company.

19. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure III to this report.

20. Risk Management

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

21. Corporate Social Responsibility

The Company does not fall under the provisions of the Section 135 of the Companies Act, 2013 and the rules made their under. Hence the obligations under section 135 of the Companies Act, 2013 are not applicable to the Company.

22. Significant and material orders passed by the regulators or courts

During the year under review, there are no significant or material orders passed by the Regulators/ Courts which would impact the future operations/ going concern status of the Company.

23. Vigil Mechanism/Whistle Blower Policy

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, SEBI(PIT) Regulations, 2015 and SEBI (LODR) Regulations, 2015,the Company has in place a Vigil Mechanism Policy under which the employees are free to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The policy is posted on the website of the Company at https://www.pacetronix.com/investor-corner/policies/. It is hereby affirmed by the Board that no personnel have been denied access to the Audit Committee to lodge their grievances.

24. Commission received by directors from holding/subsidiary Company

None of the directors has received any commission from the subsidiary Company during the financial year 2022-2023 and the Company does not have any holding Company.

25. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

The prescribed particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure IV and forms the part of this Board Report.

26. Particulars of Employees

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/- p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not been given here.

Further, during the year, none of the employees (other than directors of the Company) along with his spouse and dependent children holds two percent of the equity shares of the Company.

Further the particulars of top ten employees in terms of remuneration drawn required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and name of employees receiving remuneration in excess of that drawn by the Managing Director or Whole-time director is enclosed as Annexure V and forms the part of this Board Report.

27. Chief Financial Officer and Managing Director Certification

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Joint Managing Director and Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31^stMarch, 2023 which is enclosed as Annexure VIand forms the part of this Board Report.

28. Voting Rights of employees

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67(3)(c) of Companies Act, 2013.

29. Disclosure regarding issue of Employee Stock Options

The Company has not issued shares under employees stock options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

30. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

31. Corporate Governance Report

As per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"] the corporate governance provisions as specified in Regulations 17,17A, 18, 19, 20, 21, 22, 23, 24,24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable on the Company as the paid up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is less than Rs. 25 Crores as on the last day of the immediate previous financial year.

Hence on 9^thJuly, 2022 your Company intimated to Stock exchange regarding non applicability of above corporate governance provisions for the financial year 2022-2023. However your Company has voluntary followed Corporate Governance Practice as far as possible.

As a good corporate governance practice, your Directors present the Report on Corporate Governance provisions as prescribed under SEBI (LODR) Regulations, 2015 for the year ended 31^stMarch 2023 to have more transparency and disclosures, and the same is attached with this report as Annexure – VII.

Certificate from Practicing Company Secretary confirming compliance of the Corporate Governance Practice is also attached as Annexure-VIII to this Report.

32. Management Discussion and Analysis Report

Management Discussion and Analysis Report in pursuance of requirement of Para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure – IX and forms the part of this Board Report.

33. Listing at Stock Exchange

The Equity shares of the Company are listed on BSE Limited, Mumbai and the Listing Fee for the year 2022-2023 has been duly paid.

The Company has complied with SEBI (LODR) Regulations, 2015 including payment of Annual Listing Fees up to March 31, 2023 to BSE Limited.

34. Compliance of Secretarial Standard

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

35. Insurance

The Companys assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

36. Business Responsibility Sustainability Report

The Business Responsibility and Sustainability Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2023.

37. Depository System

The Companys shares are tradable compulsorily in electronic form and the Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL).As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018,vide Gazette notification dated June 8, 2018 and November 30, 2018, Share transfer shall be mandatorily carried out in dematerialized form only w.e.f from April1, 2019. In view of the notification, members are requested to avail the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid.

38. Provision of Voting by Electronic Means through remote e-voting and e-voting at the AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC/OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is being given with the notice of the Annual General Meeting.

39. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

40. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Companys plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

41. Disclosures as required under Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and Constitutionof Internal Complaints Committee:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Policy has also been posted on the website of the Company and can be accessed through web link http://www.pacetronix.com/wp-content/uploads/2019/10/Sexual%20Harassment%20Policy.pdf.

Pursuant to Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Directors has constituted Internal Complaints Committee in the Company for the purpose of redressal of the complaints of the women employees and for rendering all assistance to the woman employee making the complaint. During the year under review, the Company has not received any grievance/complaint from any women employee.

42. Details of application made or any proceeding pending under the Insolvency and Bankruptcy

Code, 2016 (31 of 2016) and their status:

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

43. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof:

There are no such events occurred during the period from April 01, 2022 to March 31, 2023, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

44. Acknowledgements

Your Directors place on record, their sincere appreciation and deep gratitude to all the Government and semi government departments and Companys Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders for valuable contribution in the working and growth of the Company.

			For and on behalf of the Board of
			Shree Pacetronix Limited
Date:	14/08/2023
Place: Pithampur
		Atul Kumar Sethi	Akash Sethi
		Managing Director	Joint Managing Director
		(DIN:00245685)	(DIN: 08176396)