Online-Trading Portfolio-Tracker Research Back-Office MF-Tracker
BSE Prices delayed by 5 minutes... << Prices as on May 10, 2024 >>   ABB 7182.15 [ 2.76 ]ACC 2360.35 [ -2.17 ]AMBUJA CEM 581.75 [ 1.30 ]ASIAN PAINTS 2772.8 [ 2.28 ]AXIS BANK 1119.9 [ 0.42 ]BAJAJ AUTO 8983.15 [ 1.56 ]BANKOFBARODA 255.65 [ -2.67 ]BHARTI AIRTE 1302.6 [ 2.12 ]BHEL 274.4 [ 0.48 ]BPCL 618.6 [ 4.44 ]BRITANIAINDS 5068.6 [ -0.07 ]CIPLA 1339.45 [ -1.42 ]COAL INDIA 449.4 [ 1.36 ]COLGATEPALMO 2798.15 [ 1.18 ]DABUR INDIA 551.05 [ -0.28 ]DLF 825.75 [ -1.36 ]DRREDDYSLAB 5916.8 [ 0.64 ]GAIL 192.5 [ -0.31 ]GRASIM INDS 2375.65 [ 0.81 ]HCLTECHNOLOG 1316.25 [ -0.59 ]HDFC 2729.95 [ -0.62 ]HDFC BANK 1437.6 [ -0.74 ]HEROMOTOCORP 4877.25 [ 2.42 ]HIND.UNILEV 2357.1 [ 1.38 ]HINDALCO 625.65 [ 1.21 ]ICICI BANK 1116.7 [ 0.10 ]IDFC 112.7 [ 1.17 ]INDIANHOTELS 543.4 [ -1.29 ]INDUSINDBANK 1409.6 [ 0.53 ]INFOSYS 1425.15 [ -0.95 ]ITC LTD 433.2 [ 1.88 ]JINDALSTLPOW 930.35 [ 0.90 ]KOTAK BANK 1630.5 [ -0.72 ]L&T 3271.35 [ -0.15 ]LUPIN 1609.85 [ 1.62 ]MAH&MAH 2192.7 [ -0.88 ]MARUTI SUZUK 12676.3 [ 1.28 ]MTNL 34.43 [ -0.17 ]NESTLE 2532.75 [ 0.81 ]NIIT 98.65 [ -0.20 ]NMDC 255.3 [ 0.89 ]NTPC 355.7 [ 2.80 ]ONGC 270.15 [ 1.67 ]PNB 123.85 [ 1.47 ]POWER GRID 303.9 [ 2.63 ]RIL 2815.15 [ 1.02 ]SBI 818.35 [ -0.16 ]SESA GOA 410.75 [ 4.09 ]SHIPPINGCORP 205.8 [ -0.41 ]SUNPHRMINDS 1506.25 [ 0.86 ]TATA CHEM 1059.85 [ 1.48 ]TATA GLOBAL 1090.45 [ 0.72 ]TATA MOTORS 1046.85 [ 1.62 ]TATA STEEL 162.35 [ 0.22 ]TATAPOWERCOM 414.75 [ 0.27 ]TCS 3895.85 [ -1.62 ]TECH MAHINDR 1265.1 [ -0.19 ]ULTRATECHCEM 9494.95 [ 0.51 ]UNITED SPIRI 1202.1 [ 0.62 ]WIPRO 451.7 [ -0.71 ]ZEETELEFILMS 131.35 [ -0.49 ] BSE NSE
You can view full text of the latest Director's Report for the company.

BSE: 517258ISIN: INE143C01024INDUSTRY: Telecom Equipments & Accessories

BSE   ` 163.85   Open: 170.45   Today's Range 163.85
170.45
-3.30 ( -2.01 %) Prev Close: 167.15 52 Week Range 30.93
181.15
Year End :2023-03 

The Directors have pleasure in presenting the 44thAnnual Report on the Business and Operations of the Company along with the Audited Statements of Accounts for the Financial Year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

Your Company's performance during the year as compared with that during the previous year is summarized below:

(Rs. in millions)

PARTICULARS

CURRENT YEAR (FY 2022-2023)

PREVIOUS YEAR (FY 2021-2022)

Revenue*

361.7

387.5

Profit before Depreciation, Interest, & Tax

35.7

17.4

Depreciation

5.0

7.3

Finance Cost

21.59

27.6

Exceptional items

9.2

(17.5)

Net profit before Tax

9.1

(0.7)

Provision for Tax

0.08

(16.8)

Net profit after tax

361.7

387.5

DIVIDEND

As the Company did not earn sufficient profit during the financial year 2022-2023, the Board does not recommend payment of any dividend for the Financial Year under review.

TRANSFER TO RESERVES

Details of amount which the Company carries to reserves are provided in Note No. 18 to the Financial Statements.

2. REVIEW OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

Overall revenue of the Company for the year ended March 31, 2023 was recorded at about Rs. 361.7million which is 6.8 % lower as compared to previous Financial Year 2021-22 revenue of Rs. 387.5 million. However, PEL was able to breakeven as against loss of Rs. 16.8 million in the previous Financial Year 2021-22 due to revenues from Services vertical during the year ended March 31, 2023.

The Company is structured in four business verticals detailed below. These verticals represent your Company's focus and efforts.

2.1 Masts & Pedestals:

Revenue for the year ended March 31, 2023 is Rs. 76.6 million as against Rs. 40.5 million in the previous year FY 2021-22. Dedicated efforts are being made in this segment to address the Domestic as well as Export market of Defence& Security customers. Manufacturing plant is located at Noida, Gautam Budh Nagar, U.P. 201301.

2.2 Electro-Mechanical Manufacturing:

Revenue for the year ended March 31, 2023 is Rs. 112.5 million as against Rs. 128.7 million in the previous year FY 2021-22. Revenues were hit due reduced off-take of Power Distribution Units by the Healthcare sector. Manufacturing plant is located at Noida, Gautam Budh Nagar, U.P. 201301.

2.3 ICT (Information and Communication Technology! Solutions:

Revenue for the year ended March 31, 2023 is Rs. 54.3 million as against Rs. 98.3 million in the previous year FY 2021-22. Your Company has enhanced its portfolio and with sustained business development activities being undertaken, the results are expected in the current financial year 2023-24.

2.4 Engineering Services:

Revenue for the year ended March 31, 2023 is Rs. 112.1 million as against Rs. 85.9 million in the previous year FY 2021-22. Engineering Services includes Turnkey Installation & Commissioning, Warranty-AMC Services and Lab Testing Services.

3. MANAGEMENT DISCUSSION AND ANALYSISINDUSTRY STRUCTURE AND DEVELOPMENTS

A. MAKE IN INDIA: For most procurements by Government of India (GOI) entities (Defence & Security, Telecom) and associated PSUs there is continued support and push for MAKE IN INDIA. Class I suppliers having 50% or more Indian content can get up to 20% purchase preference.

B. DEFENCE SECTOR: GOI has seta target of $5Billion Defence Exports by 2025. MoD and MEAare supporting Indian Exporters via their Embassies in 45 targeted countries to provide a Government umbrella for lead generation, evaluation and contract closure. NATO and Middle East (Arab countries) are significantly increasing their Defence spending for the next 3-4 years due to emerging geopolitics situations and threat perceptions thereof. Number of enquiries has increased and business in the forthcoming years is expected to grow substantially from friendly Countries.

C. ANTI-DRONE MARKET: Drones represent a big security challenge for Military, Paramilitary, Police and Critical Infrastructure entities and a significant market for Anti-Drone Systems or Counter Unmanned Aerial Systems (C-UAS) exists in India and globally. Our enhanced product range of Masts, Tripods and Pedestals is bearing fruit.

D. 4G/ 5G CELLULAR NETWORKS: It is expected that 40% of all mobile users in India by 2027 will be on 5G and 40% of all 5G traffic will be from Enterprises. India has formally set the ball rolling by developing its own 4G and 5G stack. The global market for Private Networks is growing rapidly with use cases that encompass Security, Enterprise and Industrial OT. Furthermore, the advent of Open Radio Access Network (ORAN) creates the possibility of massive democratization of 5G equipment and will bring in many new players that will require Manufacturing support and Systems Integration, thereby creating new business opportunities.

E. CHINA 1 SOURCING: We expect India to benefit greatly in the space of electronic/ electrical/ electro-mechanical assemblies for Automotive, Battery Electric Vehicles, Eli-tech machines (for Healthcare, Printing, and Manufacturing sectors) and Telecom. Multinational Companies are looking for assured supply base and India being a big and competitive market with availability of technical resources is in focus.

SEGMENT-WISE/ PRODUCT-WISE OUTLOOK

The Company has structured its Electronics & Telecom Segment into multiple segments to provide more clarity, granularity and focus to each segment. They segments include:

A. Masts & Pedestals: PEL customers for its portfolio of Telescopic Masts, Tripods and Pedestals that are designed, developed and manufactured in-house are OEMs of ground based Radars, Signal Intelligence, Jammers, RF communications, Electro-Optics; and Systems Integrators dealing with ground based Anti-Drone, Electronic Warfare, Border/ Perimeter Security and TACCOMS. This product line has a lot of relevance for the Export Market and PEL expects 30-35% of its overall revenues to come from this segment.

B. Electro-Mechanical Manufacturing: Your Company has unique multi-disciplinary strengths in Production Engineering, Fabrication and Assembly of turnkey Box builds including Electronics (RF, Power, Mixed Signal and Digital), Electricals (Wiring, Panels) and Metal Forming (CNC Milling, CNC Turning, Sheet Metal and Casting). Your Company is embarking on a strategy to go after major OEMs in A&D, Telecom (5G), Automotive, E-Mobility and Industrial sectors for business of Metal Parts, Cable Harnesses, Power Distribution Units and turnkey Box Builds. This revenue segment has a significant Export component and PEL expects 25-30% of its overall revenues to emanate from here.

C. ICT Solutions: Your Company has been an ICT (Information and Communication Technology) specialist for the last 30 years in India, serving customers in Telecom, Railways, Oil & Gas, Defence, Homeland Security (HLS), Government (Non-Defence/ Non-HLS) and Critical Infrastructures. Our capabilities for Product Development, Production, Complex Integration and Engineering Services all come together to provide turnkey solutions for:

#

Description

Customers

1

Private LTE/ 5G Networks

Telecom, Defence, HLS, Public Enterprises

2

SATCOM

Telecom, ISRO, Defence, HLS

3

SIGINT &Cyber Security

Defence, HLS, Government (Non-Defence/ Non-HLS)

4

Integrated Perimeter Security System

Defence, HLS, Critical Infrastructures

5

Anti-Drone Systems

Defence, HLS, Critical Infrastructures

The solutions above are targeted for the Government, Public Enterprises and Critical Infrastructures in India. PEL works with several best in class technology partners to obtain Prime Contracts directly from end users. This segment represents 25-30% of overall revenues.

D. Engineering Services: PEL provides Comprehensive Engineering Services to Critical Infrastructures and

Government customers in the areas of Tactical Networks, Strategic Networks, Electronic Warfare, Critical Infrastructure Protection, Airfield Modernization and Cyber Security. Engineering Services are inclusive of:

• SITIC (Supply, Install, Test, Integrate and Commission): inclusive of erstwhile Works/ EPC contracts

• Warranty & AMC Depot: to support serviceability of Telecom, RF, Power, Digital Electronics, Cable Harnesses and Motor/ Drive based systems

• Environmental Testing Services: against requirements of Military and Telecom standards.

This segment targets large Domestic/ Foreign OEMs and Domestic/ Foreign Systems Integrators that require incountry support for highly sophisticated technologies and represents 10-15% of overall revenues.

OPPORTUNITIES, THREATS, RISK & CONCERNS

Opportunities

1. Big emerging market in India, NATO and Middle East for Tactical Elevation and Positioning products due to the surge of military spending and more specifically in Anti-Drone solutions and Border Surveillance.

2. Masts, Tripods, Pedestals and Built-to-Spec Power Electronics & Interconnectivity devices are typically offered by different vendors. PEL provides the ability to simplify supply chains for customers looking for all of the above under one roof.

3. Plethora of new players in e-Mobility and 5G need to rapidly develop their supply chains for Built-to-Print and Built-to-Spec Manufacturing

4. Demand of MAKE IN INDIA by the Gol for almost any Public procurement is encouraging large Foreign OEMs to set up shop and/or enhance local content. Provides great opportunities for Manufacturing and Engineering Services.

Threats, Risk & Concerns

1. Supply Chain delays specifically related to Semiconductor Chips.

2. Highly volatile geopolitics due to extended conflict in Europe (Ukraine) and possibility of new potential conflicts in the Indo-Pacific / South China Sea could negatively affect the export market.

3. Talent shortage for developing globally competitive technologies in India.

4. Timely sanction of Government budgets.

The following are the significant changes in the key financial ratios:

Ratio Analysis (2022-23)

REMARKS

SI. No.

Particulars

FY 2022-23

FY 2021-22

1

Debt Service Coverage Ratio

0.07

0.09

Since the Company has incurred losses before exceptional profit during the current financial year, the ratio has been impacted as compared to the previous financial year.

2

Return on Equity Ratio

0.01

-0.12

3

Inventory Turnover Ratio

1.40

1.71

4

Receivables turnover

2.93

3.61

5

Trade Payable Turnover Ratio

4.95

3.36

6

Net Capital Turnover Ratio

2.60

3.08

7

Net Profit Margin Ratio (%)

-6.05

-4.68

8

Return on Capital Employed

0.02

0.03

9

Return on Investment (%)

1.17

1.38

Internal Financial Control & Others

The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the system was observed. The Audit Committee, Internal Auditors and the Senior Management periodically examine, analyze and evaluate the internal controls prevalent in the Company. The internal control provides reasonable assurance about the integrity and reliability of the Company.

Human Resource Development

The total number of employees of the Company as on March 31, 2023 stood at 136.

Your Company believes that employees are the most valuable assets of an organization and the optimum utilization of the skill, knowledge and attitude they possess are instrumental to the growth of the organization. Your Company has lived and encouraged meritocracy, entrepreneurship, teamwork and performance driven culture. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization. Efforts were made to support the PEL family including the extended family during the COVID times and assistance wherever required was provided.

Financial Facilities

The Company continues to enjoy the support of its bankers South Indian Bank, Noida branch for both fund and nonfund based facilities.

4. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, it is confirmed 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 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 2022-23 and of the Profit and Loss of the Company for 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 fraud and other irregularities;

d) The Directors have 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 are operating effectively; and

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 effectively.

5. CORPORATE GOVERNANCE

In compliance with the requirements of Regulation 27 read with Schedule II Part E of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with the certificate from Munish K Sharma and Associates LLP, Company Secretaries on its compliance forms part of the Annual Report.

6. ANNUAL SECRETARIAL COMPLIANCE REPORT

In compliance with SEBI circular dated February 8, 2019, bearing Reference No. CIR/CFD/CMD1/27/2019, an Annual Secretarial Compliance report by CS Aditya Jain, Partner at Munish K Sharma and Associates LLP, Company Secretaries is attached herewith as Annexure I.

7. CORPORATE SOCIAL RESPONSIBILITY(CSR)

During the Financial Year under review provisions of Section 135 of the Companies Act, 2013 ("the Act”) read with Companies (Corporate Social Responsibility Policy) Rules, 2014 with respect to Corporate Social Responsibility are not applicable.

8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into during the Financial Year were on arm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company's website www.pel-india.in

The current and the future transactions will be deemed to be 'material' in nature as defined in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015”) if they exceed rupees 1000 Crore or 10 per cent of the annual consolidated turnover of the Company as per the last audited financial statements, whichever is lower. All related party transactions and subsequent material modifications shall require prior approval of the audit committee as per Regulation 23 (2) of the SEBI (LODR) Regulations, 2015 and all material related party transaction shall require approval of shareholders through resolution and the related party shall abstain from voting on such resolution whether the Company is a related party to the particular transaction or not.

The related party transaction, referred to Section 188(1) of the Companies Act, 2013, entered and continued during the Financial Year are attached herewith in Form AOC-2 as Annexure II to this Report.

9. RISK MANAGEMENT

Your Company has formulated a Risk Assessment and Management Plan which includes procedures to assess and curtail risk. The factors that affect the Company's profitability and operations are regularly monitored and offers/proposals submitted by the Company to its customers are modified accordingly. In the opinion of the Board, there is no risk which may threaten the existence of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is well balanced with professionals, legal experts and persons with business background who are connected with the industry and have the requisite expertise and experience to guide the Company.

In accordance with Section 203 of the Companies Act 2013, Key Managerial Personnel of the Company are: Mr. Ashok Kumar Kanodia (Managing Director), Mr. Nikhil Kanodia (Whole Time Director cum President), Mr. Jagjit Singh Chopra (Chief Financial Officer) and Ms. Vrinda Mohan Gupta (Company Secretary cum Compliance Officer).

Pursuant to the provisions of Section 149 of the Companies Act, 2013 Non-Executive Independent Directors are not liable to retire by rotation. As per the disclosure received from the Directors, none of the Directors are disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013.

Mr. Rahul Goenka, Non-Executive Director who retires by rotation and being eligible, offeres himself for reappointment. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company.

Ms. Vrinda Mohan Gupta has been appointed as Company Secretary of the Company in Board Meeting dated 14th day of July 2022 consequent to the resignation of Mr. Mohit Kumar Goel from the post of Company Secretary of the Company, who has resigned w.e.f. 18th day of June 2022 to the Company.

Mr. Ashok Kumar Kanodia (DIN: 00002563), Managing Director of the Company has been re-appointed as a Managing Director of the company with effect from 14/08/2022 for a term of Two year pursuant to provisions of the Companies Act, 2013.

Mr. Neeraj Bajaj (DIN: 00035778) has resigned from the position of Independent Director of the Company due to personal and unavoidable circumstances, who has tendered his resignation vide letter dated 4th day of November 2022 to the Company and received by the Company on the same day and took note the same w.e.f., 07th day of November 2022.

Mr. Suresh Vyas (DIN: 00085571) has been appointed as a Non-Executive Independent Additional Director of the Company by the Board w.e.f., 04th February 2023 and has been appointed as Non-executive Independent Director by the Shareholders of the Company in their meeting held on 20th March 2023 for a term of five consecutive year.

However, after the closing the financial year but before the signing of this report the Board has appointed LT GEN. (DR) Rajesh Pant PVSM, AVSM, VSM (Retd) (DIN: 06969307) as an Additional Director and Non-executive Chairperson of the Company w.e.f., 11th August, 2023 and his appointment as Director and Non-executive Chairperson is to be approved by the Shareholders in the ensuing Annual General Meeting.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board confirming that they continue to fulfill all the requirements to qualify for their appointment as Independent Director under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has devised an evaluation matrix for the performance evaluation and an external consultant Munish K Sharma and Associates LLP, was engaged to collate and evaluate the results.

The Board Evaluation Result were placed before the Nomination and Remuneration Committee meeting held on July 15,2023.

A Meeting of Independent Director was held on July 15, 2023 without the attendance of other directors (NonIndependent) to review the performance of Non-Independent Directors, the Board as a Whole and the Chairperson for the Meetings and to assess the flow of information between Company Management and the Board.

Pursuant to Rule 8(iiia) of The Companies (Accounts) Rules, 2014 and the performance evaluation carried on by the Board, the Board is of the opinion that the Independent Directors are expert in their fields and have relevant experience to serve the Company in the long run.

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e) are disclosed under the Corporate Governance Report.

14. AUDITORS AND AUDITOR’S REPORT STATUTORY AUDITOR

M/s. Nemani Garg Agarwal, & Co., Chartered Accountants, (F.R.N. 010192N) were appointed as a Statutory Auditors of the Company for a period of 5 years in the 43th Annual General Meeting held on 28th September, 2022 till the conclusion of 48th Annual General Meeting.

The notes on financial statements referred to in the Auditor's report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed Munish K Sharma and Associates LLP, Company Secretaries to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure III to this Report and the explanation or comments by the Board on every qualification, reservation or adverse remark or disclaimer made are annexed hereto as Annexure IV to this report.

Particulars of Secretarial Auditors are as follows

Name of Secretarial Auditor

Munish K Sharma and Associates LLP

Address:

AAF-14, Shipra Krishna Azure, Near Wave Cinema, Kaushambi, Ghaziabad - 201012

E-mail id:

aditya@mksadvisors.com

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 and on recommendation of the Audit Committee, the Board of Directors appointed M/s Rajendra K. Goel & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2022-23.

Particulars of Internal Auditors are as follows

Name of Internal Auditor

Rajendra K. Goel & Co, Chartered Accountants

Address:

J - 288, Ground Floor, Saket, New Delhi -110017

E-mail id:

rajendrakgoelco@ gmail.com

15. DISCLOSURES VIGIL MECHANISM

A Vigil Mechanism of the Company which also includes a Whistle Blower Policy pursuant to Section 177(9) & 10 of Companies Act, 2013, has been established and can be accessed on the Company website www.pel-india.in.

AUDIT COMMITTEE

As on 31 March 2023, the Audit Committee comprises of following Independent Directors:

1. Mr. Sharvan Kumar Kataria(Chairman)

2. Mr. Deepto Roy (Member)

3. Mr. SureshVyas (Member)

Further, Mr. Neeraj Bajaj resigned in the month of November and Mr. Suresh Vyas was appointed as a member of Audit Committee in the month of February.

Five (5) Meetings of the committee were convened during the financial year 2022-23; the attendance record of members of the committee is as follows:

S. No.

Name of Directors

Category

Status

Meeting Attended

1.

Mr. Sharvan Kumar Kataria

NEID

Chairman

5

2.

Mr. Neeraj Bajaj (resigned)

NEID

Member

3

3.

Mr. Deepto Roy

NEID

Member

4

4.

Mr. Suresh Vyas

NEID

Member

0

The recommendations, if any made to the Board by the Audit Committee during the year under review were accepted. NOMINATION AND REMUNERATION COMMITTEE

As on 31 March 2023, the Nomination and Remuneration Committee consists of the following members;

1. Mr. Sharvan Kumar Kataria (Chairman)

2. Mr. Deepto Roy (Member)

3. Mr. SureshVyas (Member)

Further, Mr. Neeraj Bajaj resigned in the month of November and Mr. Suresh Vyas was appointed as a member in the month of February

Four (4) meetings of the Committee were convened during the financial year 2022-23 and the attendance record of members of the committee are as follows:

S. No.

Name of Directors

Category

Status

Meeting Attended

1.

Mr. Sharvan Kumar Kataria

NEID

Chairperson

4

2.

Mr. Neeraj Bajaj (Resigned)

NEID

Member

3

3.

Mr. Deepto Roy

NEID

Member

4

4.

Mr. Suresh Vyas

NEID

Member

0

The recommendations, if any made to the Board by the Nomination and Remuneration Committee during the year under review were accepted. Also Nomination and Remuneration Policy of the Company can be accessed on the Company website at www.pel-india.in.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31 March 2023, the Stakeholders Relationship Committee comprises of following Three (3) Directors;

1. Mr. Sharvan Kumar Kataria (Chairperson)

2. Ms. Preeti Grover (Member)

3. Mr. Rahul Goenka (Member)

4.

One (1) Meeting of the committee was convened during the financial year 2022-23, the attendance record of members of the committee is as follows:

S. No.

Name of Directors

Category

Status

Meeting Attended

1.

Mr. Sharvan Kumar Kataria

NEID

Chairman

1

2.

Mr. Rahul Goenka

NED

Member

0

3.

Ms. Preeti Grover

NEID

Member

1

The recommendations, if any made to the Board by the Stakeholders Relationship Committee during the year under review were accepted.

MEETINGS OF THE BOARD

The Board of Directors met Five (5) times on May 24, 2022, July 14, 2022, August 08, 2022, November 07, 2022, and February 13, 2023. For further details, please refer report on Corporate Governance annexed with this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

There was no transaction of the nature covered under Section 186 of the Companies Act, 2013.

WEB LINK OF ANNUAL RETURN

Pursuant to Section 134 of the Companies Act, 2013, Annual Return in Form MGT - 7 shall be made available at the Company's website at www.pel-india.in.

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

The information relating to conservation of energy, as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as required to be disclosed under the Act, is provided in Annexure V to this Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of 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 appended as Annexure VI to this Report.

The Company does not have any employees employed throughout the financial year and in receipt of remuneration of Rs. 1.02 Crore, or employed for part of the year and in receipt of Rs. 8.50 Lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The list of top ten employees of the Company in terms of their remuneration is as follows:

Mr. Ashok Kumar Kanodia (72), Managing Director, 01.05.1979, 0.74% equity shares, Rs. 32,89,812/-, B.E. Electrical (44); Mr. Nikhil Kanodia (46), Whole Time Director and President, 24.67% equity shares, Rs. 69,84,780/-, M.S. Electrical & Computer Engineering (25), Fujitsu Network Communications; Mr. Deepak Jagga (51), Senior Vice President Marketing, 01.04.2002, Rs. 28,41,389/-, B.E (Electronics) (35); Mr. Jagjit Singh Chopra (54), Chief Financial Officer, 25.04.2014, Rs.25,70,400/-, Chartered Accountant (25), Blessings Advertising Pvt. Ltd.; Mr. Amit Kumar Mittal (53), Senior Deputy General Manager, 14.02.2006, Rs. 20,73,594/-, B.E (E&C) (29), Punjab Wireless System Ltd.; Mr. A. Babu (46) Project Manager EW, 31.03.2021, Rs. 18,23,994, B.Sc. and B. Tech (Communication) (27), Indian Army, Corps of Signals; Mr. Piyush Mehrotra (58) General Manager BD, 17.10.2020, Rs.15,24,600, B.Tech Mechanical (35), Kunta International; Mr. Pritam Chand (58) Team Lead EW, 31.03.2021, Rs. 14,52,000, Diploma in Science and Communication (32), Indian Army, Corps of Signals; Ms. Puneet Kaur Arora (40) AGM HR &Administration, 01.06.2009, Rs. 14,19,257, MBA (HR) (14), Digi Tech Information Technologies Private Limited; Mr. Yogesh Singh (40) Sr. Manager - Production, 03.10.2007, Rs. 12,95,987, MBA (Operations) (22), Ahuja Radios Private Limited.

Please note that none of the above employee is employed on contractual basis.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year under review or in the past. Hence no amount of principal or interest was outstanding as of the Balance Sheet date.

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

The Company has constituted Internal Complain Committee for reporting of cases, if any, related to sexual harassment. Committee Meetings are held at regular intervals and employees are sensitized on the issue on regular interval. No case was reported and/or filed during the year under the aforesaid Act. The Annual Return for the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 was filed by the Company for the Financial Year 2022-23.

INSOLVENCY AND BANKRUPTCY CODE 2016

The Company has no proceedings made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 for the Financial Year 2022-23.

VALUATION

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution.

16. LISTING OF SECURITIES

The Shares of the Company are listed with BSE Limited, Pheroze Jeejeebhoy Towers, Dalai Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee for the Financial Year 2022-23 to BSE.

17. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

The Safety & Health of employees and external stakeholders are embedded in the core organizational values of the Company. This aims to ensure safety of public, employees, plant & equipment, ensure compliance with all statutory rules and regulations, imparting training to its employees, carrying out safety audits of its facilities, and promoting eco - friendly activities.

The Company continues to maintain excellent track record on safety. The site had no accidents during the year 202223. PEL also has a Workman Safety Committee under Section 41G of Factories Act 1948. This Committee meets at regular intervals to take measures for Worker's Protection in order to make PEL a safe place to work.

18. CAUTIONARY STATEMENT

Certain Statements made in Management Discussion & Analysis Report relating to the Company objectives, projections, outlook, expectations, estimates etc. may constitute 'forward looking statements' within the meaning of applicable laws & regulations. Actual results may differ from such expectations, projections etc. whether express or implied.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143

As per the explanations given by the Auditors in their report no material fraud on or by the Company or any fraud in the Company by its officers or employees has been noticed or reported during the year.

20. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be subsidiary/joint venture/associate Company of the Company during the year under review. Hence, Form AOC 1 containing salient features of the subsidiary/joint venture/associate Company is not required.

21. CAPITAL STRUCTURE:

The Paid Up Share Capital of the Company is Rs.13,84,87,620/- (Rupees Thirteen Crore Eighty Four Lakhs Eighty Seven Thousand Six Hundred and Twenty Only) comprising of 1,38,48,512 fully paid up equity shares of Rs.10/- each amounting to Rs.13,84,85,120/- and Rs.2500/- on account of forfeited shares. The Company has neither made any issue/allotment nor made any buy back of securities during the Financial Year 2022-23.

22. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has duly complied with the provisions of applicable Secretarial Standards (SS) as issued by Institute of Company Secretaries of India (ICSI).

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators/ Court which would impact the going concern status of the Company and its future operations.

23. MAINTENANCE OF COST RECORDS:

As per the provisions of Section 148(1) of the Companies Act, 2013 and Rules made there under, the Company being classified as "Small" Company under Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006), was not required to make a disclosure of maintenance of cost records as specified by the Central Government.

24. RECEIPT OF AMOUNT FROM DIRECTORS & PROMOTERS:

During the Financial Year 2022-23, the Company has received following amounts from the Directors as referred in Sub-Clause (viii) of Clause (c) of Sub-Rule (1) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014 along with declarations thereof:

Name of Director

Amount received by the Company

Mr. Ashok Kumar Kanodia (Managing Director)

Rs. 6,00,000

25. DISCLOSURE OF AGREEMENTS ENTER BETWEEN THE COMPANY AND ITS SHAREHOLDERS/PROMOTERS/DIRECTORS/KMP

As per regulation 30A read with clause 5A to para A of part A of schedule III of SEBI (LODR) regulations, 2015 the Company has not entered into any agreement with its shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity.

26. DETAILS OF DEVELOPMENTS, ACQUISITION, AND ASSIGNMENTS OF MATERIAL INTELLECTUAL PROPERTY RIGHTS:

During the period under review, the company has not made any developments, acquisition, or assignments in respect of any material intellectual property rights.

27. ACKNOWLEDGMENTS:

Your Directors express their deep appreciation and gratitude for the valuable support received from South Indian Bank, Noida branch, its Customers, Business Associates, Government Departments and Shareholders and look forward to similar support and co-operation in future. Your directors appreciate the sincere efforts put in by the employees at all levels.