PAE Director Discussions


To,

The Members,

Your Directors present their 73rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.

STATE OF COMPANYS AFFAIRS:

Your Company was in the business of sales and service of Lead Storage Batteries, Power Backup Systems and Automotive parts. It had a nationwide network of 19 sales offices and warehouses and staff of 120 providing sales and services to the customers across India. From the month of November 2016, the Company has shrunk its business and closed down most of the branches and many staff members have resigned.

FINANCIAL RESULTS:

The financial highlights of the year are:

(Rs. in Lacs)

Standalone

Particulars

As on March 31st 2023 As on March 31st 2022

Income from operation

- -

Other Income

97 63

Total Income

97 63

Profit/(loss) before Interest, Depreciation, T ax and Exceptional Items

22 (9)

Less: Interest Expenses

(12) (75)

Less: Depreciation

0 (1)

Less: Exceptional Items

634 1302

Profit/(loss) before Tax

643 1217

Less Provision for Taxation

- -

Net Profit/(Loss) after Tax

643 1217

PERFORMANCE OF THE COMPANY

During the financial year 2022-2023 the total income was Rs.97 lakhs compared to last years total income of Rs.63 Lakhs. Profit before Tax was Rs.643 Lakhs in the current year as compared to Rs. 1217 Lakhs loss in the previous year. This was due to the decrease in sales on account of difficult market condition, financial crunch and challenging situation worldwide.

DIVIDEND:

The Board of Directors do not recommend any dividend on equity shares for the current financial year. TRANSFER TO RESERVES

During the period under review, the Company has not transferred any amount to General Reserve

SHARE CAPITAL:

Authorised Capital

The current Authorised Share Capital of the Company is Rs. 25,00,00,000 (Rupees Twenty Five Crores) divided into 1,50,00,000 (One Crore Fifty lacs) Equity shares of Rs.10/- each and 1,00,00,000 (One Crore) Preference shares of Rs.10/- each.

Equity Shares

The paid-up Equity share capital of the Company as on March 31, 2023 was Rs.10,41,96,000/- comprising 1,04,19,600 equity shares of Rs. 10/- each.

Preference Shares

The paid-up Preference share capital of the Company as on March 31, 2023 was Rs. 9,10,00,000/- comprising of 91,00,000 11% Non-Convertible, Cumulative, Redeemable

Preference shares of Rs.10/- each.

LISTING FEES AND TRADING CONFIRMATION:

Your Company has not paid the requisite annual listing fees to BSE Limited (BSE) for the year 20222023.

SUBSIDIARY / ASSOCIATE COMPANIES:

Your Company does not have any Subsidiary and Associate Companies.

MEETING OF BOARD OF DIRECTORS:

The Board of Directors had 4 (four) meetings during financial year 2022-2023. Necessary quorum was present for all the meetings.

The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report-Annexure 4

AUDIT COMMITTEE:

The Company has an Independent Audit Committee comprising of three members i.e. two Independent Directors and one Executive Director. All the members of the Audit Committee are financially literate. In view of their professional qualification and experience in finance, all are considered to have financial management and accounting related expertise. Terms of reference of the Audit committee are elaborated in the Corporate Governance report which forms the part of this Annual Report. The Audit Committee presently comprises of Mr. Anoop Anil as the Chairman, Mr. Dipen Jhaveri and Mr. Pritam A. Doshi as its members.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 (5) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors.

The Nomination & Remuneration Committee presently comprises of and Mr. Anoop Anil Doshi, Independent Director as a Chairman, Mr. Dipen Jhaveri and Mrs. Priyadarshani A. Doshi as its members. Terms of reference of the Nomination & Remuneration committee are elaborated in the Corporate Governance report, which forms the part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholder Relationship Committee presently comprises of Mr. Anoop Anil Doshi, Independent Director as the Chairman, Mr. Pritam A. Doshi and Mrs. Priyadarshani A. Doshi as its members. Terms of reference of the Stakeholders Relationship Committee are elaborated in the Corporate Governance report, which forms the part of this Annual Report. The minutes of the Stakeholder Relationship Committee meetings are reviewed and noted by the Board from time to time.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT,

2013

An extract of Annual Return as at 31st March, 2023 pursuant to Section 92(3) of the Companies Act, 2013 is available on the website of the Company at www.paeltd.com .

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134(3) (d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the Independent Directors of the Company.

The certificates of independence received from all the Independent Directors have been duly noted by the Board.

Independent Directors Data Base & Proficiency Test

Pursuant to a notification dated October 22, 2019, issued by the Ministry of Corporate Affairs, name of every Independent Director should be registered in the database of Independent Directors maintained by Indian Institute of Corporate Affairs, Manesar (“IICA”). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. The opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of Independent Directors is complied with.

Annual Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 05, 2017, the Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually including Independent Directors based out of the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee (“NRC”). The Board noted the key improvement areas emerging from the exercise in 2022-2023 and action plans to address these are in progress. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions given earlier.

Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI Listing Regulations, 2015, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates and business model etc.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORM ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT:

During the year there was no related party transactions of material nature that may have a potential conflict with interests of the Company, all transactions with related parties were in the normal course of business. On recommendation of Audit Committee the Board ratifies all the related party transactions on quarterly basis. The details of the transactions are annexed herewith as ‘Annexure- 1 in the prescribed form AOC-2.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE COMPANIES ACT, 2013:

The Board of Directors of your Company in consultation with Nomination and Remuneration Committee had formulated and adopted Code for Independent Directors and which contains policy on sitive attributes and independence of directors.

Board of Directors of the Company duly consider appointment of the Directors in adherence with the policy prescribed under the code of independent directors and provisions of section 178(3) of the Companies Act, 2013.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION (SECTION 197(12)):

Details pertaining to remuneration as 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 are provided in ‘Annexure-2 to the Boards Report.

MANAGERIAL REMUNERATION AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration to directors and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors do hereby declare that:

(i) No employee throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

(ii) No employee for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

(iii) No employee throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

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

Since the Company does not own any manufacturing facility or unit, hence disclosures with respect to conservation of energy, technology absorption being not relevant, have not been given.

During the year the foreign exchange outgo was NIL and foreign exchange earnings were Nil.

PARTICULARS OF LOANS MADE, GUARANTEES GIVEN OR INVESTMENTS BY THE COMPANY U/S 186 OF THE COMPANIES ACT, 2013:

Particulars of loans made, guarantees given or investments in securities by the Company are provided in the notes to the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments done by management affecting the financial position of the Company between the end of the financial year of the company to which the financial statements relates and the date of the report.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company since the company is suffering losses for more than three consecutive years. Therefore, there is no requirement to provide Disclosure for CSR initiatives.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosures) Requirements, 2015, is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS AND INDEPENDENT AUDIT REPORT

M/s. Jayesh Dadia & Associates LLP, Statutory Auditors, Chartered Accountants, Mumbai having Firm Registration No. 121142W the Auditors of the Company were appointed for five consecutive financial years from March 2020 to 2025 and the members approved the same in the Annual General Meeting held on 30th November, 2021. The Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting

Further, the report of independent auditors on standalone financial statements is presented in a separate section forming part of the Annual Report.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Company has undertaken Secretarial Audit for the year 2022-2023, which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999. The Secretarial Audit Report issued by M/s. Leena Agrawal & Company, Practicing Company Secretary is enclosed herewith as Annexure-3.

COST AUDIT:

Since the company is in business of Trading and does not come under purview of In the Companies (Cost Records and Audit) Rules 2014 and the Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

Referred to ‘Basis for Qualified Opinion by Statutory Auditors in their report, we hereby reply that:

2(a) The Company has undergone financial stress due to adverse market conditions since the last few years. However, the company is in the process of identifying options for the way forward including clearing the bank dues and releasing / monetizing any assets it can and to reduce its liabilities.

2(b)There was a minor delay in transferring the deposits amount to the Investor Education and Protection Fund (IEPF) slightly beyond the stipulated deadline. However, we have taken immediate corrective measures, and the outstanding amount has been successfully transferred to the IEPF.

2(c)With no financial transactions taking place in our company, we have not found it necessary to appoint an internal auditor at this time.

Response to the Qualifications/Adverse remarks in Secretarial Audit Report.

Referred to ‘Basis for Qualified Opinion by Ms. Leena Agrawal, Practicing Company Secretary of the Company.in their report, we hereby reply that:

1. Company is currently experiencing a financial challenge, which has impacted our ability to fulfill certain financial commitments, including the payment of listing fees.

2. We report that although our company faced a slight delay in complying with the requirements set forth by the BSE, we promptly addressed the situation and have successfully fulfilled all necessary obligations.

3. With no financial transactions taking place in our company, we have not found it necessary to appoint an internal auditor at this time.

4. While we initially encountered a minor oversight in complying with Regulation 3(5) and 3(6), we took swift action to rectify the situation. We have diligently addressed the requirements and successfully obtained the compliance certificate for Regulation 3(5) and 3(6) from our secretarial auditor.

5. Registration of one of the independent directors, Mr. Dipen Jhaveri, was valid till 2021 and renewal of the same was due. The other independent director, Mr. Anoop Doshi, was not registered until 2023. The company has taken steps to address this and will obtain independent directors registration certificates.

HUMAN RESOURCES

Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives. The Company has a dedicated team of employees at various locations across our corporate office and branch offices (including Subsidiary Companies) spread across the country. The Company strives to inculcate the culture where its employees are motivated, and their performance is aligned with values. Company has achieved this present level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity and adoption of best practices in every area are being pursued relentlessly. An effort for active participation, nurturing creativity and innovation and ensuring a climate of synergy and enthusiasm has been at the core of Human Resource initiatives and interventions.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)):

The Board of directors of the Company believes in conducting all its affairs in a fair and transparent manner, by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The directors are committed to comply with the laws and regulations to which it is subject. For this, it has put in place systems, policies and procedures to interpret and apply these laws and regulations in the organizational environment. In consonance with the object of transparency and good governance, the board of directors of the company formulated and adopted “Whistle Blower Policy and Vigil Mechanism”

The organizations internal controls and operating procedures are intended to detect and prevent improper activities. In this regard, the Company believes in developing a culture where it is safe for all the Directors/Employees to raise concerns about any poor or unacceptable practice and any event of misconduct. These help to strengthen and promote ethical practices and ethical treatment of all those who work in and with the organization.The main objective of this Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the group, which have a negative bearing on the organization either financially or otherwise.

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

During the year under review, the company formed the committee to prevent Sexual harassment under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Formulated Policy on prevention of sexual harassment and safety of women employees at workplace.

There was no incidence of sexual harassment was taken place during the financial year ended 31st March, 2023.

SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2022-2023 there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the Section 125 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed Fixed Deposit Amount is required to be transferred to the IEPF established by the Central Government, upon completion of 7 (seven) years.

CORPORATE GOVERNANCE:

As required by the existing Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), a detailed report on Corporate Governance is included in the Annual Report.

M/s. Jayesh Dadia & Associates LLP., Chartered Accountants have certified the Companys compliance of the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENT

Your Company has adequate internal financial control and adopted Internal Financial Control Policy in order to maintain confidentiality of price sensitive information and internal financial control.

RISK MANAGEMENT

The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risk through means of a properly identified framework. Risk management is an ongoing process and the Audit Committee will periodically review risk mitigation measures. The Board of Directors has not constituted a Risk Management Committee as is not mandatory to the company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated September 15, 2014.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.

CAUTIONARY STATEMENT:

Statements in the Directors Report and the Management Discussion and Analysis Report describing the Companys objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could

influence the Companys operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory, Government authorities and Stock Exchange for their continued support and cooperation. The Directors also wish to place on record their appreciation of the contribution made by the business partners / associates at all levels.

For and on behalf of the PAE Limited
Sd/-
Pritam A. Doshi
Chairman & Managing Director
DIN: 00015302

Date: August 11,2023

Place: Mumbai