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PAE Directors Report, PAE Reports by Directors


BSE: 517230|NSE: PAEL|ISIN: INE766A01018|SECTOR: Auto Ancillaries
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Directors Report Year End : Mar '15    Mar 14
The Members,
 The Directors presents their 65th Annual Report on the business and
 operations of the Company and the accounts for the Financial Year ended
 March 31,2015.
 Your Company is in the business of sales and service of Lead Storage
 Batteries, Power Backup Systems, Automotive parts and Solar
 Photovoltaic Products. It has a nationwide network of 29 sales offices
 and warehouses and 109 peoples are providing sales and services to the
 customers'' across India.
 In the Lead Storage Battery segment, your Company markets its own
 brands of automotive and non-automotive batteries.  Your Company
 markets a premium range of batteries known as ZENIDE and ZENIDE GOLD
 and it also markets AUTOZEN and POWERZEN standard range of batteries.
 These batteries are sold to end-users, OE customers and to battery
 dealers and power solution providers across India. PAE also provides
 battery charging service to its customers. The range of batteries
 includes automotive, motorcycle, tubular and sealed-maintenance-free
 and valve-regulated lead acid batteries.
 Batteries sold across India are supported by its high-quality and
 prompt service network as well as its dealer network that is present in
 almost every state of India. The warranty claims process is built on a
 technology platform that enables customers to make warranty or service
 claims and gives suggestions by SMS, on its website as well as a toll
 free number.
 In the Power Backup Systems segment, PAE Renewables Pvt. Ltd. (Wholly
 owned subsidiary of PAE) markets UPS, inverters, ELOS (Emergency Lift
 Operating Systems), and EPS (Emergency Power Systems). In addition to
 marketing, PAER also provides installation and after sales service to
 its customers.
 Your company provides value to the manufacturer by reducing market
 risk, parts obsolescence risk and credit risk. Your company is in a
 better position to cater to rapid changes in the marketplace by keeping
 purchase and sales decision-making at the regional level. Further,
 using an advance and ever- changing information technology system, your
 company is able to adapt to market changes quickly.
 The financial highlights of the year are:
 Particulars                                  Standalone
                                              March  March
                                              2015   2014
 Income from operation                        7523   8655
 Other Income                                  136    121
 Total Income                                 7659   8776
 Profit/(loss) before Interest,
 Depreciation, Tax and
 Exceptional Items                            (714)  (781)
 Less Interest Expenses                       (433)  (511)
 Less Depreciation                             (73)   (55)
 Less Exceptional Items                        113     --
 Profit/(loss) before Tax ~                  (1107) (1347)
 Less Provision for Taxation 89                -- 
 Net Profit/(Loss) after Tax                 (1019) (1347)
                                             (Rs In Lacs)
                                             March  March
                                             2015   2014
 Income from operation                       8193   9479
 Other Income                                 186    107
 Total Income                                8379   9586
 Proflt/(loss) before Interest,              (399)  (548)
 Depreciation, Tax and Exceptional Items
 Less Interest Expenses                      (688)  (727)
 Less Depreciation                           (392)  (384)
 Less Exceptional Items                        73     --
 Profit/(loss) before Tax                   (1406) (1659)
 Less Provision for Taxation                   91     31
 Net Profit/(Loss) after Tax                (1316) (1628)
 During the financial year 2014-15 the total income decreased by 12.73%
 to Rs.7,659 lacs as compared to last year''s total income of Rs. 8,776
 lacs. Loss before Tax increased accordingly by 17.82% to Rs. 1,107 lacs
 in the current year as compared to Rs. 1,347 lacs in the previous year.
 This was due to the decrease in sales and other operational activities
 of the Company, on account of difficult market conditions, financial
 crunch and challenging situation worldwide.
 The Board of Directors does not recommend dividend on equity shares for
 the current financial year.
 The register of members and share transfer books will remain close from
 Monday, August 10, 2015 to August 13, 2015 (both days inclusive) for
 the 65th Annual General Meeting of the Company scheduled to be convened
 on 13th August, 2015 at The Victoria Memorial School for the Blind, 73,
 Tardeo Road, Opp. Tardeo A/c market, Mumbai-400 034.
 Reserves & Surplus
 As at March 31,2015 Reserves and Surplus amounted to Rs.  (Minus)
 592.83 lacs as compared to Rs.463.83 lacs of previous year. The said
 scenario is due to inadequate profitability during the year under
 review and contribution of losses by the wholly owned subsidiaries.
 Long Term Borrowings
 There has been decrease in the Long Term Borrowings to Rs.175.63
 compared to Rs.788.48 lacs as at March 31,2014.
 Short Term Borrowings
 The Short Term Borrowings also decreased to Rs.1,805 lacs as at March
 31,2015 as compared to Rs.2,302.70 lacs as at March 31,2014.
 Fixed Asset
 Net Fixed Assets as at March 31, 2015 have decreased to Rs.607.62 lacs
 as compared to Rs.825.88 lacs in the previous year.
 Investments are at Rs. 2,001.93 lacs as on March 31,2015 as compared to
 last year Rs.2,001.80 lacs.
 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.
 The company with approval of members at the 64th Annual General Meeting
 increased the Authorised Capital to the tune of Rs.5,00,00,000/-
 (Rupees Five Crores) by creation of
 50.00. 000 lacs Preference Shares of Rs.10/- each ranking pari-passu to
 the existing Preference Shares.
 Equity Shares
 The paid up Equity share capital of the Company as on March 31,2015 was
 Rs.9,94,96,000/- comprising of 99,49,600 equity shares of Rs. 10/-
 During the year the company issued and allotted 4,30,000 equity shares
 on conversion of 4,30,000 11% Optionally Convertible, Cumulative
 Redeemable Preference Shares (OCCRPS) Rs.10 each as requested by
 Preference Shareholders.
 Preference Shares
 The paid up Preference share capital of the Company as on March 31,
 2015 was Rs.8,47,00,000/- comprising of
 80.00. 000 11% Non-Convertible, Cumulative, Redeemable Preference
 shares of Rs.10/- each and 4,70,000 11% Optionally Convertible,
 Cumulative Redeemable Preference Shares (OCCRPS) Rs.10 each.
 The Board normally meets once in a quarter and additional meetings are
 held as and when required. During the year, the
 Board of Directors met 4 times i.e. on May 23, 2014, August 08, 2014,
 November 10, 2014 and February 06, 2015. The dates of Board Meetings
 were generally decided in advance with adequate notice to all Board
 During the year:
 1) Dr. Mrs. Pratibha A. Doshi was appointed as Additional Director on
 the Board of the Company with effect from May 23, 2014 and her
 appointment was regularised by the Shareholders at the 64th Annual
 General Meeting of the Company.
 2) Mr. Dilip J. Thakkar, Independent Director had resigned from the
 directorship of the Company with effect from September 24, 2014 and
 3) Mr. Vishal Totla, Company Secretary of the Company had resigned with
 effect from March 30, 2015.
 The Board of Directors accepted their resignations and given them best
 wishes for their future endeavors.
 Dr. Mrs. Pratibha A. Doshi is retiring by rotation and being eligible
 offers herself for reappointment.
 The Members had approved appointment of Mr. Pritam A.  Doshi as
 Managing Director of the Company at the 60th AGM for a period of five
 years upto March 31,2015. The Board of Directors at its meeting held on
 May 29, 2015 had re- appointed him as Managing Director for further
 term of 3 years subject to approval of the Members at the ensuing
 Annual General Meeting.
 Pursuant to Section 149(7) of the Companies Act, 2013, the Company has
 received declarations from Dr. Rajendra Nath Mehrotra, Mr. Karthikeyan
 Muthuswamy and Mr. John O Band, Independent Directors confirming that
 they meet the criteria of independence as specified in Section 149(6)
 of the Act.
 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 director''s
 appointment and remuneration including criteria for determining
 qualification, positive 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.
 The Company has an Independent Audit Committee comprising of 3 (three)
 Independent Directors and 1 (one) Executive Director. Consequent upon
 resignation of Mr. Dilip J. Thakkar, Dr. Rajendra Nath Mehrotra was
 appointed as a Chairman of the Audit Committee with effect from
 November 10, 2014. Mr. Karthikeyan Muthuswamy, Mr. John O. Band,
 Independent Directors and Mr. Pritam Doshi, Managing Director of the
 Company are Members of the Committee. 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.
 During the year a separate Meeting of Independent Directors of the
 Company was held on 28th March, 2015, which was attended by all the
 Independent Directors to discuss and review the self-assessment of
 Directors, Board and Committees thereof and also assessed the quality,
 content and timeliness of flow of information between the Management
 and the Board
 The Board of Directors confirms that:
 (a) in the preparation of the annual accounts for the financial year
 ended March 31,2015, 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
 (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.
 Particulars of loans made, guarantees given or investments in
 securities by the Company are provided in the Note 19 of notes to the
 Financial Statements.
 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- I'' in
 the prescribed Form AOC-2.
 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 Rs.0.49 lacs and foreign exchange earnings
 were Nil.
 There were no material changes and commitments has been done my
 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.
 In accordance with the Companies Act, 2013 (the Act) and
 Accounting Standard (AS)-21 on Consolidated Financial Statements, the
 audited consolidated financial statement is provided in the Annual
 The provisions of Section 135 of the Companies Act, 2013 are not
 applicable to the Company as it is suffering losses since last three
 consecutive years, hence disclosure in this regard are not provided.
 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 organization''s 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 organisation either financially or otherwise.
 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-II'' to the Board''s Report.
 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 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.
 The Company has three unlisted subsidiary companies and two step down
 foreign based subsidiaries. PAE Renewables Private Limited, PAE
 Infrastructure Private Limited and Shurjo Energy Private Limited are
 the Indian wholly owned subsidiaries of the company. Sovox Renewables
 Pte. Ltd., Singapore is wholly owned subsidiary of PAE Renewables Pte.
 Ltd., Singapore (PAER, Singapore) and PAER, Singapore is wholly owned
 subsidiary of PAE Renewables Pvt. Ltd. and both are step down
 subsidiaries of the Company.
 Shurjo Energy Limited (SEPL):
 SEPL has been manufacturing solar panels and industry currently in a
 challenging situation worldwide. During the year SEPL reported a lower
 turnover of Rs. 2.45 lacs compared to Rs. 6.90 lacs last year. As at
 March 31,2014 the accumulated losses in SEPL have exceeded its net
 worth by Rs. 426.47 lacs.
 PAE Renewables Private Limited (PAER):
 During the year under review, PAER sold its 24.39% stake in Sovox
 Renewables Private Limited. During the year PAER reported lower
 turnover of Rs. 732.31 lacs compared to last year turnover of Rs.899.06
 lacs. The company incurred loss of Rs. 45.73 lacs comparatively loss
 for the last year amounting to Rs. 70.56 lacs due to heavy cost of
 finance and operating expenses.
 PAE Infrastructure Private Limited (PAE Infra):
 PAE Infra achieved higher turnover of Rs.2.32 lacs as compared to last
 year turnover of Rs.2.11 lacs. The net profit accordingly high
 amounting to Rs. 0.46 lacs as compared to last years net profit of
 Rs.0.30 lacs. 
 Sovox Renewables Pte. Ltd. (Sovox, Singapore)
 Sovox, Singapore wholly owned subsidiary of PAER, Singapore have
 achieved turnover of USD 903,283 compared to last year''s turnover of
 USD 33 and accordingly earned profit amounting to USD 891,660 compared
 to last year''s losses of USD 9,185.
 PAE Renewables Pte. Ltd (PAER, Singapore):
 PAER, Singapore wholly owned subsidiary of PAE Renewables Pvt. Ltd.,
 India, have incurred losses of USD 914,295 compared to last year''s
 losses of USD 10,844 due to Non-operation and Administrative Expenses.
 During the year under review PAER entered.
 Pursuant to Section 129(3) read with rule 5 of Companies (Accounts)
 Rules, 2014, the Statement containing salient features of the financial
 statement of subsidiary companies is provided in the Annual Report as
 per Form AOC-1.
 The Company had accepted deposits prior to the commencement of
 Companies Act, 2013. In terms of section 74(1)(b) of the Companies Act,
 2013 such deposits amounting to Rs.259.84 Lacs have been repaid during
 the year and an amount of Rs.307.69 Lacs are pending for due for the
 period under review. The deposits pending for due will be repaid on the
 respective due dates as per the terms of acceptance of the same, in
 terms of explanation to Rule 19 of the Companies (Acceptance of
 Deposits) Rules, 2014.
 During the year, the Company has not accepted any new deposits from
 public in terms of section 73 of the Companies Act, 2013.
 No deposits were accepted by the subsidiary companies incorporated in
 India except in case of Sovox Renewables Private Limited, where it has
 accepted deposits of Rs 15.00 lacs from individuals during the
 financial year, however it has not made any compliances related to the
 provisions of Section 73 to 76 of the Companies Act, 2013, Companies
 (Acceptance of Deposits) Rules, 2014.
 Management''s Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 the Annual Report.
 M/s. K. S. Aiyar & Co., Chartered Accountants, the Auditors of the
 Company holds office until the conclusion of the ensuing Annual General
 Meeting and are eligible for re-appointment.
 The Company has received letter from the Auditors to the effect that
 their re-appointment, if made, would be within the prescribed limits
 under the provisions of the Companies Act, 2013 and also that their
 firm is not disqualified within the meaning of Section 141 of the
 Companies Act, 2013, for such appointment.
 The Audit Committee and the Board of Directors therefore recommend the
 appointment of M/s. K. S. Aiyar & Co., Chartered Accountants as
 Statutory Auditors of the Company for the financial year 2015-2016 for
 the approval of the Members.
 With reference to Basis for Qualified Opinion in Standalone Audit
 Report pertaining to company''s investment of Rs.785.55 Lacs and loans
 and advances of Rs.655.47 lacs in its subsidiary, Shurjo Energy Pvt.
 Ltd.(SEPL), the management is of opinion that no diminution is required
 in company''s long term strategic investment in the subsidiary company
 and the company is considering diversification plan in its activities.
 Also the loans and advances given to SEPL are considered likely to be
 Further, The carrying cost of company''s investment of Rs.1176 lacs in
 its subsidiary, PAE Renewables Pvt. Ltd.(PAER) which in turn has
 invested in it''s step down wholly owned subsidiary, Sovox Renewables
 Pvt. Ltd., India (Sovox). The management is of the opinion that, loss
 arising out of the sale transaction and impact of its on PAER
 investment is not presently ascertainable. The same will be considered
 on completion of sale transactions of shares.
 Further, the report of independent auditors on standalone and
 consolidated financial statements are presented in a separate section
 forming part of the Annual Report .
 The Company undertaken Secretarial Audit for the year 2014- 15 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. Shravan Gupta & Associates, Practicing Company Secretary
 is enclosed herewith as Annexure-III
 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.  Efforts for active participation, nurturing
 creativity and innovation and ensuring a climate of synergy and
 enthusiasm have been at the core of Human Resource initiatives and
 Your Company has adequate internal financial control and adopted
 Internal Financial Control Policy in order to maintain confidentiality
 of price sensitive information and internal
 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.
 There were no significant and material orders passed by the regulators
 and/or courts or tribunals during the year, but two suppliers
 (Creditors) of the Company had filed a winding up petition against the
 Company before Hon''ble Bombay High Court; M/s. Gabriel India Limited
 for outstanding dues of Rs.1.31 Cr. and M/s. Mahle Filter Systems India
 Limited for outstanding dues of Rs.1.31Cr. In respect to said matters
 the management of the Company has settled the matters with petitioners
 and signed Consent Terms for settlement
 Your Directors take this opportunity to thank all investors, clients,
 vendors, banks, regulatory, Government authorities and Stock Exchanges
 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 be half  of the 
 Board of the Director
 Arvind A. Doshi
 Place Mumbai
 Date 29th May 2015
Source : Dion Global Solutions Limited
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