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Shree Pacetronix Directors Report, Shree Pacetroni Reports by Directors

Shree Pacetronix

BSE: 527005|ISIN: INE847D01010|SECTOR: Electricals
, 16:01
Shree Pacetronix is not listed on NSE
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Directors Report Year End : Mar '15    Mar 14
 The Members of
 Shree Pacetronix Limited, Pitham pu r-454775
 The directors are pleased to present the 27th Annual Report together
 with the Audited financial Statement for the year ended 31st March,
 1.1 Financial Results highlights and summary        (Rs. in lacs) 
 Particulars                   As on 31.03.2015     As on 31.03.2014
 Total Income                            626.90               684.22
 Less : Total Expenditures               527.47               554.29
 Profit before Interest, 
 Tax & Depreciation                       99.43               129.93
 Less : Financial Charges                 40.57                45.68
 Less : Depreciation                      67.69                51.47
 Profit before tax                        -8.83                32.78
 Less: Provision for 
 tax-Current Tax 
 Deferred Tax                        6.40-11.58             4.176.68
 Profit/(Loss) after tax                  -3.65                21.93
 During the year under review your company has recorded total turnover
 of Rs. 626.90 Lacs which is lower than the last year''s sales, at the
 other hand the revenue of the company has also been effected due to
 lower turnover and higher overhead cost and manufacturing expenses the
 bottom line of the Company has turned into negative and the Company has
 incurred losses against the handsome profit in comparison of last few
 years. Your directors are working hard to reduce the cost and improve
 the financial performance of the Company in the years to come.
 Manufacturing of Medical Device such as Pacemakers plays very crucial
 and important role in the growth structure of Pharmaceutical
 Industries, which is not material in monetary terms but a valuable life
 saving device. The R & D department of the Company is continuously
 working on the development of advanced new products as well as
 up-gradation of existing products. With the improved quality of
 pacemakers, the demand of the products manufactured by your Company is
 expected to grow with a faster pace which will lead to higher
 profitability in the years to come. However, at present no one can say
 with absolute certainty how the financial crisis will impact the real
 economy and therefore, the company''s performance.
 1.3 Change in nature of Business
 During the year there was no change in business activity of the
 1.4 Changes in Share Capital
 During the Financial Year 2014-15 there was no change in capital
 structure of the company. The paid up equity capital as on March 31,
 2015 was Rs.359.94 Lacs. 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.
 1.5 Revision of annual financial statement
 There was no case of revision in financial statement during the year.
 2.  Transfer To Reserves
 During the year the Company has not transferred any amount to the
 3.  Dividend
 Your directors do not recommend any dividend due to losses in current
 financial year. However during the year the company has deposited
 amount of unclaimed dividend of Rs. 2,69,444/- to Investor Education
 and Protection Fund
 4.  Deposits
 During the year under review, your Company did not accept any deposits
 within the meaning of provisions of Chapter V - Acceptance of Deposits
 by Companies of the Companies Act, 2013 read with the Companies
 (Acceptance of Deposits) Rules, 2014.
 5.  Material changes and commitments after the end of Financial Year
 There are no material changes and commitments affecting financial
 position of the company which have occurred between the end of the
 financial year of the company and date of the report.
 6.  Subsidiary, Associate Companies or Joint Venture :
 The Company has one subsidiary Shree Co atomic Limited. The turnover of
 the Subsidiary Company Shree Co atomic Limited is Rs. 51.68 lacs as
 against Rs 127.52 lacs in the previous year. Profit before tax stood at
 Rs.(3.38) lacs as against Rs. 1.03 lacs in the previous year. A
 statement pursuant to Section 129 of the Companies Act, 2013 related to
 the accounts of the subsidiary forms part of this Annual Report. The
 consolidated financials form part of this annual report.
 Policy for determining material subsidiaries of the Company is
 available on the website of the Company
 The Company does not have any associate company or any joint venture or
 Holding company.
 7.  Extracts of Annual Return
 Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
 Section 92 of the Companies Act 2013, read with Rule 12 of the
 Companies (Management and Administration) Rules, 2014 the extracts of
 the Annual Return as at March 31, 2015 forms part of this report as
 Annexure I.
 8.  Number of Meetings of the Board
 During the year under review the Board meets five times viz. May 30,
 2014; July 31, 2014; October 30, 2014, January 30, 2015 and March 30,
 2015. The details of meetings of the Board and the attendance of
 Directors are provided in the Corporate Governance Report.
 9.  Directors'' Responsibility Statement
 In terms of Section 134(3) (c) of the Companies Act, 2013, your
 Directors state that:
 a.  In the preparation of the Annual Accounts, 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 and of the profit for
 the year ended on that period;
 c.  The Directors had 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
 d.  The Directors had prepared the annual accounts on a going concern
 e.  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.
 f.  The Directors has devised proper system to ensure compliance with
 the provisions of all applicable laws and that such system were
 adequate and operating effectively.
 10.  Reporting of fraud by Statutory Auditors
 There was no fraud in the Company; hence no reporting was made by
 statutory auditors of the Company under sub-section (12) of section 143
 of Companies Act, 2013.
 11.  Appointment and Declaration by independent directors
 11.1 Appointment of independent directors
 At the Annual General Meeting held on 29.09.2014, the members approved
 the appointment of Mr. Sushil Patni, Mr. Praveen Badjatya and Mr. Anil
 Rathi as Independent Directors of the Company for a term of 5 years to
 hold the office till 31st March, 2019 who are not liable to retire by
 11.2 Declaration by independent directors
 All Independent Directors of your Company have given 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 Clause 49 of the Listing
 Agreement with stock exchanges.
 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, rules made there under as well as
 concerning provisions of Clause 49 of the Listing Agreement with stock
 11.3 Meetings of Independent Directors
 During the year under review, a separate meeting of Independent
 Directors was held on March 30, 2015, interlay, to discuss:
 -  evaluation of the performance of Non-Independent Directors and Board
 of Directors as a whole;
 - evaluation of the performance of the Chairman of the Company, taking
 into account the views of the
 Executive  evaluation of the quality, content and timelines of flow of
 information between the management and the Board that is necessary for
 the Board to effectively and necessarily perform its duties.  All the
 Independent Directors were present at the said Meeting.
 11.4 Familiarization Programme
 The Company shall through its Executive Directors / Senior Managerial
 Personnel conduct programs / presentations periodically to familiarize
 the Independent Directors with the strategy, operations and functions
 of the Company
 The details of familiarization programme have been posted in the
 website of the Company under the web link -
 12.  Nomination & Remuneration Committee and Stakeholders Relationship
 As per the requirement of Section 178 of the Companies Act, 2013 and
 clause 49 of listing agreement the Company has constituted Nomination
 and Remuneration Committee and Stakeholders Relationship Committee.
 The Composition of the above Committees, their terms of reference
 detailed in the report of Corporate Governance.
 13.  Remuneration Policy
 Information regarding Directors'' Remuneration Policy and criteria for
 determining qualifications, positive attributes, independence of a
 director and other matters provided under sub-section (3) of section
 178 are given in Annexure II forming part of this report.
 14.  Auditors
 14.1 Statutory Auditor
 At the Annual General Meeting held on Monday, 29th September 2014, M/s.
 S.R Naredi & Co., Chartered Accountants (ICAI Firm Registration No.
 002818C), were appointed as statutory auditors of the Company to hold
 office till the conclusion of the Annual General Meeting to be held in
 the calendar year 2017. In terms of the first proviso to section 139 of
 the Companies Act, 2013, the appointment of the auditors shall be
 placed for ratification at every Annual General Meeting. Accordingly,
 the appointment of M/s S.R Naredi Co. Chartered Accountants, as
 statutory auditors of the Company, is placed for ratification by the
 shareholders. In this regard, the Company has received a certificate
 from the auditors to the effect that if they are reappointed, it would
 be in accordance with the provisions of section 141 of the Companies
 Act, 2013.
 Explanation to Auditor''s Remark
 The Board has duly reviewed the statutory Auditors Report on the
 Accounts. The notes forming part of the accounts referred to in the
 Auditors Report of the Company are self explanatory and do not call for
 any further explanation
 14.2 Secretarial Auditor
 The Board has appointed Mr. Ashish Nayak, Practicing Company Secretary,
 to conduct Secretarial Audit for the financial year 2014-15. The
 Secretarial Audit Report for the financial year ended March 31, 2015 is
 annexed herewith marked as Annexure III to this Report. In reply to the
 qualification made by the Secretarial Auditor, the Board of Directors
 stated that they have not find any suitable candidate for the post of
 the Company Secretary, so there is non-compliance of Section 203 of the
 Companies Act, non filing of Form MGT10 was mainly due to ambiguity and
 uncertainty of the applicability of the same for the relevant period.
 However, the company would ensure in future that all the provisions are
 complied to the fullest extent and other comments are self explanatory
 and do not call for any further explanation.
 The Board in its meeting held on 10.08.2015 has appointed Ms. Shraddha
 Jain, Practicing Company Secretary as Secretarial Auditor of the
 Company to conduct Secretarial Audit for the financial year 2015-16.
 14.3 Cost Record and Cost Audit
 Your company does not falls within the provisions of Section 148 of
 Company''s Act, 2013 read with the Companies (Cost records & Audit)
 Rules, 2014, therefore no such records required to be maintained.
 15.  Particulars of loans, guarantees or investments
 Details of loans, guarantees and investments covered under the
 provisions of Section 186 of the Companies Act, 2013 are given in the
 Notes to the financial statements.
 16.  Particulars of contracts or arrangements with Related Parties
 All contracts / arrangements / transactions entered by the Company
 during the financial year with related parties were in the ordinary
 course of business and on an arm''s length basis. During the year, the
 Company had not entered into any contract / arrangement / transaction
 with related parties which could be considered material in accordance
 with the policy of the Company on materiality of related party
 The Policy on materiality of related party transactions and dealing
 with related party transactions as approved by the Board may be
 accessed on the Company''s website at Suitable
 disclosures as required under AS-18 have been made in the Notes to the
 financial statements.
 17.  Conservation of Energy, technology absorption, foreign exchange
 earnings and outgo Information as per Companies(Disclosure of
 particulars in the Report of Board of Directors) Rules, 1988 relating
 to conservation of energy, technology absorption, foreign exchange
 earnings and outgo are given in Annexure IV forming part of this
 18.  Risk Management
 The Company has developed a Risk Management Policy which laid down the
 procedures to inform to the Board about the risk assessment and
 minimization procedures. The main aim to develop a risk management
 policy is to identify, monitor and take precautionary measures in
 respect of the events that may pose risks for the business.
 19.  Corporate Social Responsibility
 Your company does not meet the requirements of Section 135 of Companies
 Act, 2013 for establishing Corporate Social responsibility (CSR)
 committee; therefore no such committee was established by the Board.
 20.  Performance Evaluation of the Board
 Pursuant to the provisions section 134 of Companies Act 2013 and Clause
 49 of the Listing Agreement, the Board has carried out an annual
 evaluation of its own performance, performance of the Directors as well
 as the evaluation of the working of its Committees.
 The performance evaluation of the Independent Directors was carried out
 by the entire Board, excluding the Director being evaluated.
 The Nomination and Remuneration Committee has defined the evaluation
 criteria for the Performance Evaluation process for the Board, its
 Committees and Director including the Independent Directors
 The statement indicating the manner in which formal annual evaluation
 of the Directors, the Board and Board level Committees are given in
 detail in the report on Corporate Governance, which forms part of this
 Annual Report.
 21.  Directors and Key Managerial Personnel
 Mr. Vikas Gokhale, retires by rotation at the forthcoming Annual
 General Meeting, and being eligible offers himself for re-appointment.
 During the year under review, the members approved the appointment of
 Mr. Sushil Patni Mr. Praveen Badjatya and Mr. Anil Rathi as Independent
 Director for a term of 5 years to hold the office till 31st March, 2019
 who are not liable to retire by rotation. The members have also
 re-appointed Mr. Vikas Gokhale as Whole Time Director, of the Company
 for further period of three years.
 Disqualifications of Directors
 During the year declarations received from the Directors of the Company
 pursuant to Section 164 of the Companies Act, 2013. Board appraised the
 same and found that none of the director is disqualified for holding
 office as director.
 22.  Code of Conduct
 The Company has laid down a code of conduct for all Board members and
 senior management and independent directors of the Company. All the
 Board members including independent directors and senior management
 personnel have affirmed compliance with the code of conduct.
 23.  Significant and material orders passed by the regulators or courts
 There are no significant or material orders passed by the Regulators /
 Courts which would impact the future operations / going concern status
 of the Company.
 24.  Internal Financial Controls and its adequacy
 The 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 is entrusted to M/s Lunkad & Co,
 Chartered Accountants. 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.
 25.  Audit Committee
 The Audit Committee comprises of Mr. Sushil Patni, Chairman, Mr.
 Praveen Badjatya and Mr. Anil Rathi as members.  All the
 recommendations made by the Audit Committee were accepted by the Board.
 The details of meeting of Audit Committee held during the year, its
 composition, terms of reference are given in the Report on Corporate
 26.  Whistle Blower/Vigil Mechanism Policy
 Your Company has established a Whistle Blower/ Vigil Mechanism Policy
 to enable Directors and employees of the Company to report unethical
 behavior, actual or suspected fraud or violation of the Company''s Code
 of Conduct. The Policy provides adequate safeguards against
 victimization of Directors/ employees and direct access to the Chairman
 of the Audit Committee in exceptional cases.
 The Whistle Blower Policy has been disclosed on the Company''s at and circulated to all the Directors and employees.
 27.  Disclosure of ratio of remuneration of Directors and Key
 Managerial Personnel, etc.
 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 V and forms the part of this Directors Report.
 28.  Particulars of Employees etc.
 During the year, there was no employee drawing remuneration in excess
 of Rs. 60,00,000/- p.a. or Rs. 5,00,000/ - 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.
 29.  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. Therefore the company not required to made
 disclosure as per rule 6 (4) of Companies (Share Capital and
 Debentures) Rules, 2014.
 30.  Disclosure regarding issue of Employee Stock Options
 The Company does not have issued shares under employee''s stock options
 scheme pursuant to provisions of Section Rule 12(9) of Companies (Share
 Capital and Debenture Rules, 2014).
 31.  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.
 32.  Corporate Governance Report
 Report on Corporate Governance as required under the Listing Agreement
 with the Stock Exchange along with the certificate of the Auditors,
 M/s. S.R Naredi & Co, confirming compliance of conditions of Corporate
 Governance as stipulated under Clause 49 of the Listing Agreement with
 the Stock Exchange are attached to this report as
 Annexure VI.
 33.  Management Discussion and Analysis Statement
 Management Discussion and Analysis statement as required under the
 Listing Agreement with the Stock Exchange are attached to this report
 as Annexure  VII.
 34.  Listing At Stock Exchange
 The Equity shares of the Company are listed with BSE Limited, Mumbai
 and Madhya Pradesh Stock Exchange Limited, Indore.
 However Madhya Pradesh Stock Exchange Limited (MPSE) was de- recognized
 by SEBI vide its exit order no. PR No. 154/2015 dated June 9, 2015.
 At present the Equity shares of the company are listed with the BSE
 Limited and the listing fee for the year 2015- 16 has been duly paid.
 35.  Consolidated Financial Statements
 The directors also present the audited consolidated financial
 statements incorporating the duly audited financial statements of the
 subsidiaries and joint venture and as prepared in compliance with the
 Companies Act, 2013, Accounting Standards and the Listing Agreement as
 prescribed by SEBI.
 A separate statement containing the salient features of its
 subsidiaries in the prescribed form (AOC-1) is annexed separately.
 36.  Depository System
 Your Company''s shares are tradable compulsorily in electronic form and
 your Company has connectivity with both the Depositaries i.e. National
 Securities Depository Limited (NSDL) and Central Depository Service
 (India) Limited (CDSL). In view of the numerous advantage offered by
 the Depository System, members are requested to avail of the facility
 of Dematerialization of the Company''s shares on either of the
 Depositories mentioned as aforesaid.
 37.  Industrial Relations
 Industrial relations remained cordial throughout the year. Your
 Directors recognize and appreciate the sincere and hard work, loyalty,
 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 process at
 the Company''s 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.
 38.  Disclosure under the sexual harassment of women at workplace
 (Prevention, Prohibition and Redressal) Act, 2013
 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. Internal Complaines Committee
 has been setup to redress complaints received regarding sexual
 It may be noted that during the year 2014-15, no grievance / complaint
 from any women employee was reported.
 39.  Acknowledgements
 Your Directors place on record their gratitude to all the Government
 and semi government departments and Company''s 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 in
 ensuring an excellent all around operational performance.
                               By order of the Board of Directors of 
 PLACE: Pithampur
                                           Shree Pacetronix Limited 
 DATE: 10.08.2015
 Registered office
                                               Atul Kumar Sethi
 Plot No. 15, Sector No. II
 Industrial Area                               Managing Director
 Pithampur, 454775
Source : Dion Global Solutions Limited
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