PEL annual report cover 2016-2017 - BSE

2016 - 2017

Annual Report th

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Precision Electronics Limited

1

Annual Report 2016-17 1

CONTENTS

Board of Directors & Committees : 02

Notice of Annual General Meeting : 03

Report of Director’s : 08

Annexure to the Report of the Directors : 15

Report on Corporate Governance : 28

Report of the Auditors : 42

Balance Sheet Abstract : 48

Profit & Loss Account : 49

Cash Flow Statement : 50

Notes to the Accounts : 51

BOARD OF DIRECTORS & COMMITTEES

Board of Directors Audit Committee

Stakeholders Grievance Committee Nomination and Remuneration Committee

Lt. Gen. (Dr.) Rajesh Pant (Retd.) Chairman Mr. S.K. Kataria Chairman

Mr. Ashok K Kanodia Managing Director Mr. Suresh Vyas Member

Mr. Anant Kanoi Director Mr. Anant Kanoi Member

Mr. Suresh Vyas Director Mr. Deepto Roy Member

Mr. S.K. Kataria Director

Mr. Deepto Roy Director

Mr. Rahul Goenka Director

Ms. Ranjna Gudoo Director

Mr. Rahul Goenka Chairman Mr. Anant Kanoi ChairmanMr. Suresh Vyas Member Mr. Suresh Vyas MemberMr. S.K. Kataria Member Mr. S.K. Kataria Member

Ms. Ranjna Gudoo Member Mr. Deepto Roy Member

COMPANY SECRETARY AUDITORS

Ms. Veenita Puri M/s Rajendra K. Goel & CompanyJ-288, Ground Floor,Saket, New Delhi - 110017

REGISTRAR & TRANSFER AGENT

Skyline Financial Services Pvt. Ltd.D-153/A First Floor,Okhla Industrial Area, Phase - INew Delhi - 110 020Contact No. - 011-64732681

BANKER OF THE COMPANY

Punjab National Bank, Noida Branch

LISTED ON

Bombay Stock Exchange

CORPORATE IDENTITY NUMBER (CIN)

L32104DL1979PLC009590

ISIN No.

INE143C01024

STOCK CODE

517258

PLANTS

At Noida

D-10, Sector-3, Gautam Budh Nagar,Noida-201301, (U.P.)

At Roorkee

Plot No. 9 & 10, KIE Industrial Estate,Village Mundiyanki (Manglore), Roorkee, Haridwar-249406, Uttrakhand (India)

REGISTERED OFFICE

D-1081, New Friends Colony,

New Delhi-110025

CORPORATE OFFICE

D-10, Sector-3, Gautam Budh Nagar,

Noida-201301, (U.P.)

TH NOTICE OF THE 38 ANNUAL GENERAL MEETINGthNOTICE is hereby given that the 38 Annual General Meeting of Precision Electronics Ltd. (the Company) will be

held on Monday, September 25, 2017 at 03.00 p.m. at Bipin Chandra Pal Memorial Auditorium, A - 81, C.R Park, New Delhi-110019 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Financial Statements for the year ended on March 31, 2017 and the Reports of Board of Directors and the Auditor’s thereon.

2. To re-appoint Mr. Rahul Goenka, who retires by rotation and being eligible, offers himself for reappointment.

3. To appoint M/s Nemani Garg Agarwal & Co., Chartered Accountants (F.R.N. 010192N) as Statutory th rdAuditors of the Company, from conclusion of 38 Annual General Meeting till the conclusion of 43 Annual

General Meeting and authorize Board of Directors’ to fix their remuneration.

SPECIAL BUSINESS:

4. APPOINTMENT OF MR. NIKHIL KANODIA AS WHOLE TIME DIRECTOR CUM PRESIDENT OF THE COMPANY:

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Sections 196, 197 and 203 of the Companies Act 2013 (as amended or re-enacted from time to time) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Schedule V to the Act, the Company hereby accords its approval for the appointment of Mr. Nikhil Kanodia (DIN: 03058495), as Whole Time Director cum President of the Company with effect from August 11, 2017 for a period of 5 years, on the below mentioned terms and conditions:

Salary: Rs. 3,27,500/- per month.

Commission @ 1% net profits of the Company.

In addition to Salary, he shall be entitled to the following perquisites:

Medical reimbursement: Medical expenses incurred for self and his family, as per rules of the Company; not exceeding Rs. 1,20,000/- per annum.

Leave Travel Allowance: For self and his family, as per rules of the Company; not exceeding Rs. 2,50,000 once in two years.

He shall also be eligible to the following perquisites, which shall not be included in the computation of the ceiling on remuneration as specified above:

Contribution to provident fund, superannuation fund or annuity fund to the extent these are not taxable under the Income Tax Act 1961.

Gratuity payable at the rate not exceeding half a month’s salary for each completed year of service.

Encashment of leave at the end of tenure.

Provision for use of chauffeur driven Company car for official duties and cellular phone (including payment for local and overseas official calls) shall not be included in the computation of perquisites for the purpose of calculating the said ceiling.

He will be entitled for reimbursement of expenses incurred for the business of the Company.

For aforesaid purpose a family means the spouse and dependent children.

The perquisites to be evaluated as per Income Tax Rules wherever applicable.

Further, he shall be entitled an annual increment not exceeding 25% of salary, subject to recommendation by Nomination and Remuneration Committee and approval by Board of Directors. The recommendation of Nomination and Remuneration Committee and approval by Board of Director shall be required each time an increment is proposed.

PRECISION ELECTRONICS LIMITED CIN: L32104DL1979PLC009590

Regd. Office: D-1081, New Friends Colony, New Delhi - 110025 Phone: 120 2551556/7, Fax: 120 2524337

Email: [email protected], Website: www.pel-india.com

Annual Report 2016-172 Annual Report 2016-17 3

BOARD OF DIRECTORS & COMMITTEES

Board of Directors Audit Committee

Stakeholders Grievance Committee Nomination and Remuneration Committee

Lt. Gen. (Dr.) Rajesh Pant (Retd.) Chairman Mr. S.K. Kataria Chairman

Mr. Ashok K Kanodia Managing Director Mr. Suresh Vyas Member

Mr. Anant Kanoi Director Mr. Anant Kanoi Member

Mr. Suresh Vyas Director Mr. Deepto Roy Member

Mr. S.K. Kataria Director

Mr. Deepto Roy Director

Mr. Rahul Goenka Director

Ms. Ranjna Gudoo Director

Mr. Rahul Goenka Chairman Mr. Anant Kanoi ChairmanMr. Suresh Vyas Member Mr. Suresh Vyas MemberMr. S.K. Kataria Member Mr. S.K. Kataria Member

Ms. Ranjna Gudoo Member Mr. Deepto Roy Member

COMPANY SECRETARY AUDITORS

Ms. Veenita Puri M/s Rajendra K. Goel & CompanyJ-288, Ground Floor,Saket, New Delhi - 110017

REGISTRAR & TRANSFER AGENT

Skyline Financial Services Pvt. Ltd.D-153/A First Floor,Okhla Industrial Area, Phase - INew Delhi - 110 020Contact No. - 011-64732681

BANKER OF THE COMPANY

Punjab National Bank, Noida Branch

LISTED ON

Bombay Stock Exchange

CORPORATE IDENTITY NUMBER (CIN)

L32104DL1979PLC009590

ISIN No.

INE143C01024

STOCK CODE

517258

PLANTS

At Noida

D-10, Sector-3, Gautam Budh Nagar,Noida-201301, (U.P.)

At Roorkee

Plot No. 9 & 10, KIE Industrial Estate,Village Mundiyanki (Manglore), Roorkee, Haridwar-249406, Uttrakhand (India)

REGISTERED OFFICE


New Delhi-110025

CORPORATE OFFICE

D-10, Sector-3, Gautam Budh Nagar,

Noida-201301, (U.P.)

TH NOTICE OF THE 38 ANNUAL GENERAL MEETINGthNOTICE is hereby given that the 38 Annual General Meeting of Precision Electronics Ltd. (the Company) will be

held on Monday, September 25, 2017 at 03.00 p.m. at Bipin Chandra Pal Memorial Auditorium, A - 81, C.R Park, New Delhi-110019 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Financial Statements for the year ended on March 31, 2017 and the Reports of Board of Directors and the Auditor’s thereon.

2. To re-appoint Mr. Rahul Goenka, who retires by rotation and being eligible, offers himself for reappointment.

3. To appoint M/s Nemani Garg Agarwal & Co., Chartered Accountants (F.R.N. 010192N) as Statutory th rdAuditors of the Company, from conclusion of 38 Annual General Meeting till the conclusion of 43 Annual

General Meeting and authorize Board of Directors’ to fix their remuneration.

SPECIAL BUSINESS:

4. APPOINTMENT OF MR. NIKHIL KANODIA AS WHOLE TIME DIRECTOR CUM PRESIDENT OF THE COMPANY:


“RESOLVED THAT pursuant to provisions of Sections 196, 197 and 203 of the Companies Act 2013 (as amended or re-enacted from time to time) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Schedule V to the Act, the Company hereby accords its approval for the appointment of Mr. Nikhil Kanodia (DIN: 03058495), as Whole Time Director cum President of the Company with effect from August 11, 2017 for a period of 5 years, on the below mentioned terms and conditions:

Salary: Rs. 3,27,500/- per month.

Commission @ 1% net profits of the Company.

In addition to Salary, he shall be entitled to the following perquisites:

Medical reimbursement: Medical expenses incurred for self and his family, as per rules of the Company; not exceeding Rs. 1,20,000/- per annum.

Leave Travel Allowance: For self and his family, as per rules of the Company; not exceeding Rs. 2,50,000 once in two years.

He shall also be eligible to the following perquisites, which shall not be included in the computation of the ceiling on remuneration as specified above:

Contribution to provident fund, superannuation fund or annuity fund to the extent these are not taxable under the Income Tax Act 1961.

Gratuity payable at the rate not exceeding half a month’s salary for each completed year of service.

Encashment of leave at the end of tenure.

Provision for use of chauffeur driven Company car for official duties and cellular phone (including payment for local and overseas official calls) shall not be included in the computation of perquisites for the purpose of calculating the said ceiling.

He will be entitled for reimbursement of expenses incurred for the business of the Company.

For aforesaid purpose a family means the spouse and dependent children.

The perquisites to be evaluated as per Income Tax Rules wherever applicable.

Further, he shall be entitled an annual increment not exceeding 25% of salary, subject to recommendation by Nomination and Remuneration Committee and approval by Board of Directors. The recommendation of Nomination and Remuneration Committee and approval by Board of Director shall be required each time an increment is proposed.

PRECISION ELECTRONICS LIMITED CIN: L32104DL1979PLC009590

Regd. Office: D-1081, New Friends Colony, New Delhi - 110025 Phone: 120 2551556/7, Fax: 120 2524337

Email: [email protected], Website: www.pel-india.com


Further, in case of loss or inadequacy of profits, he shall be eligible for his entire remuneration except commission, provided that the total remuneration shall not exceed limits as stated in Schedule V of Companies Act, 2013, as amended from time to time.

RESOLVED FURTHER THAT the Board or a Committee thereof be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

5. APPOINTMENT OF LT. GEN. (DR.) RAJESH PANT AS CHAIRMAN CUM INDEPENDENT DIRECTOR OF THE COMPANY:


“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and in terms of Articles of Association of the Company read with Schedule IV of the Companies Act, 2013, Lt. Gen. (Dr.) Rajesh Pant, (DIN: 06969307), Non Executive Director cum Chairman of the Company liable to retire by rotation since 27.07.2015, who has submitted a declaration in writing that he meets the criteria of independence as provided in Section 149(6) and is eligible for appointment as an Independent Director of the Company, be and is hereby appointed as the Chairman cum Independent Director of the Company for the period of 5 consecutive years with effect from 25th September 2017.

RESOLVED FURTHER THAT the Board be and is hereby authorised to take the necessary steps to give effect to the above resolution.”

By Order of the Board For Precision Electronics Limited

Sd/-Place: Noida Veenita PuriDate: 11.08.2017 Company Secretary

Notes

Precision Electronics Limited, being a listed Company and also having more than 1000 shareholders, is compulsorily required to provide e-voting facility to members in terms of Section 108 of the Companies Act, 2013 read with rule 20 of The Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and

thDisclosure Requirements) Regulations, 2015, voting by show of hands will not be available to the members at the 38 AGM in view of the further provisions of Section 107 read with Section 114 of the Act.

1. The Explanatory statement pursuant to section 102 of the Companies act, 2013 which sets out details relating to special business to be transacted at the meeting is given below.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME OF THE MEETING.

3. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. A Proxy appointed by a member holding more than 10 percent of the total share capital of the Company carrying voting rights shall not act as proxy for any other member.

4. Corporate members are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote at the annual general meeting.

5. Members/proxies should bring the attendance slips duly filled-in for attending the meeting and deliver the same at the entrance of the meeting place. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID number for easy identification of attendance at the meeting.

6. The Register of Members and the Share Transfer Books of the Company will remain closed from September 19, 2017 to September 25, 2017 (both inclusive).

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their

demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

8. Members seeking further information about the accounts are requested to write at least 7days before the date of the meeting so that it may be convenient to get the information ready at the meeting.

9. Members are requested to inform the Company’s Registrar and Share Transfer Agent i.e. Skyline Financial stServices Private Limited, D-153/A, 1 Floor, Okhla Industrial Area, Phase – I, New Delhi- 110020 about the

changes, if any, in their registered address along with Pin Code, quoting their Folio number and DP ID. All correspondence relating to transfer of shares may be sent directly to the aforesaid Registrar and Share Transfer Agent of the Company.

10. Members are requested to bring their copies of Annual Report to the meeting, as the same will not be supplied again at the meeting as a measure of environment protection.

11. Route map of the venue of the meeting is attached herewith.

12. Pursuant to Rule 18(3)(i) of the Companies (Management and Administration) Rules, 2014, Members are requested to furnish or update their e-mail IDs with the Registrar and Share Transfer Agent for sending the soft copies of the Annual Report of the Company .

th13. 38 Annual Report for the year 2016-17 is also available on the website of the Company www.pel-india.com.

14. Voting through electronics means/Postal Ballot

a. In Compliance with provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the Company is pleased to provide e-voting facility to the members of the Company whose name appears on the Register of Members as on September 18, 2017 being the cut off date fixed for the purpose, to exercise their right to vote in respect of

ththe resolutions to be passed at the 38 Annual General Meeting.

b. Instructions for e-voting are as under-

I. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com

II. Click on Shareholder – Login

III. Enter your User ID and existing password. The User-id is your Demat account number which is (DP-ID + CLENT – ID)

IV. Click login

V. Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

VI. Home Page of e-voting-Active Voting Cycles opens.

VII. Select E-voting Event Number (Even) of Precision Electronics Limited for casting vote in favour or against the Item(s) of business. (Kindly note that vote once caste cannot be modified. For an EVEN, you can log-in any number of times on e-voting platform of NSDL till you have voted on the resolution or till the end date of voting period i.e. up to 05:00 PM on September 24, 2017, whichever is earlier).

VIII. Now you are ready for e-voting as ‘Caste Vote’ page opens.

IX. Cast your vote by selecting appropriate option and click on “Submit” and also “confirm” when prompted.

X. Upon confirmation, the message “Vote cast successfully” will be displayed.

XI. Once you have voted on the resolution, you will not be allowed to modify your vote.

XII. Institutional Shareholders (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned copy (PDF/JPG format ) of the relevant Board resolution/Authority letter etc. together with attested specimen signature of the duly authorised signatory(ies) who are authorized to vote, to the Scrutinizer through email [email protected] with a copy marked to [email protected].

XIII. In case of any queries, you may refer the Frequently Asked Question (FAQ) – Shareholders and e-voting manual on the website of e-voting agency.

c. The e-voting period shall commence on September 21, 2017 (09:00 AM) to September 24, 2017 (05:00 PM).


Further, in case of loss or inadequacy of profits, he shall be eligible for his entire remuneration except commission, provided that the total remuneration shall not exceed limits as stated in Schedule V of Companies Act, 2013, as amended from time to time.

RESOLVED FURTHER THAT the Board or a Committee thereof be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

5. APPOINTMENT OF LT. GEN. (DR.) RAJESH PANT AS CHAIRMAN CUM INDEPENDENT DIRECTOR OF THE COMPANY:


“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and in terms of Articles of Association of the Company read with Schedule IV of the Companies Act, 2013, Lt. Gen. (Dr.) Rajesh Pant, (DIN: 06969307), Non Executive Director cum Chairman of the Company liable to retire by rotation since 27.07.2015, who has submitted a declaration in writing that he meets the criteria of independence as provided in Section 149(6) and is eligible for appointment as an Independent Director of the Company, be and is hereby appointed as the Chairman cum Independent Director of the Company for the period of 5 consecutive years with effect from 25th September 2017.

RESOLVED FURTHER THAT the Board be and is hereby authorised to take the necessary steps to give effect to the above resolution.”



Notes

Precision Electronics Limited, being a listed Company and also having more than 1000 shareholders, is compulsorily required to provide e-voting facility to members in terms of Section 108 of the Companies Act, 2013 read with rule 20 of The Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and

thDisclosure Requirements) Regulations, 2015, voting by show of hands will not be available to the members at the 38 AGM in view of the further provisions of Section 107 read with Section 114 of the Act.

1. The Explanatory statement pursuant to section 102 of the Companies act, 2013 which sets out details relating to special business to be transacted at the meeting is given below.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME OF THE MEETING.

3. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. A Proxy appointed by a member holding more than 10 percent of the total share capital of the Company carrying voting rights shall not act as proxy for any other member.

4. Corporate members are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote at the annual general meeting.

5. Members/proxies should bring the attendance slips duly filled-in for attending the meeting and deliver the same at the entrance of the meeting place. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID number for easy identification of attendance at the meeting.

6. The Register of Members and the Share Transfer Books of the Company will remain closed from September 19, 2017 to September 25, 2017 (both inclusive).

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their

demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

8. Members seeking further information about the accounts are requested to write at least 7days before the date of the meeting so that it may be convenient to get the information ready at the meeting.

9. Members are requested to inform the Company’s Registrar and Share Transfer Agent i.e. Skyline Financial stServices Private Limited, D-153/A, 1 Floor, Okhla Industrial Area, Phase – I, New Delhi- 110020 about the

changes, if any, in their registered address along with Pin Code, quoting their Folio number and DP ID. All correspondence relating to transfer of shares may be sent directly to the aforesaid Registrar and Share Transfer Agent of the Company.

10. Members are requested to bring their copies of Annual Report to the meeting, as the same will not be supplied again at the meeting as a measure of environment protection.

11. Route map of the venue of the meeting is attached herewith.

12. Pursuant to Rule 18(3)(i) of the Companies (Management and Administration) Rules, 2014, Members are requested to furnish or update their e-mail IDs with the Registrar and Share Transfer Agent for sending the soft copies of the Annual Report of the Company .

th13. 38 Annual Report for the year 2016-17 is also available on the website of the Company www.pel-india.com.

14. Voting through electronics means/Postal Ballot

a. In Compliance with provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the Company is pleased to provide e-voting facility to the members of the Company whose name appears on the Register of Members as on September 18, 2017 being the cut off date fixed for the purpose, to exercise their right to vote in respect of

ththe resolutions to be passed at the 38 Annual General Meeting.

b. Instructions for e-voting are as under-

I. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com

II. Click on Shareholder – Login

III. Enter your User ID and existing password. The User-id is your Demat account number which is (DP-ID + CLENT – ID)

IV. Click login

V. Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

VI. Home Page of e-voting-Active Voting Cycles opens.

VII. Select E-voting Event Number (Even) of Precision Electronics Limited for casting vote in favour or against the Item(s) of business. (Kindly note that vote once caste cannot be modified. For an EVEN, you can log-in any number of times on e-voting platform of NSDL till you have voted on the resolution or till the end date of voting period i.e. up to 05:00 PM on September 24, 2017, whichever is earlier).

VIII. Now you are ready for e-voting as ‘Caste Vote’ page opens.

IX. Cast your vote by selecting appropriate option and click on “Submit” and also “confirm” when prompted.

X. Upon confirmation, the message “Vote cast successfully” will be displayed.

XI. Once you have voted on the resolution, you will not be allowed to modify your vote.

XII. Institutional Shareholders (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned copy (PDF/JPG format ) of the relevant Board resolution/Authority letter etc. together with attested specimen signature of the duly authorised signatory(ies) who are authorized to vote, to the Scrutinizer through email [email protected] with a copy marked to [email protected].

XIII. In case of any queries, you may refer the Frequently Asked Question (FAQ) – Shareholders and e-voting manual on the website of e-voting agency.

c. The e-voting period shall commence on September 21, 2017 (09:00 AM) to September 24, 2017 (05:00 PM).



During this period the members of the Company, holding shares either in physical form or in dematerialized form, as on September 18, 2017 (cut-off date) may cast their vote electronically. Thereafter, the portal shall be disabled by the NSDL for voting.

d. Any person, who acquires shares of the Company and become member of the Company after dispatch of the Notice of AGM and holding shares as of the cut-off date i.e. September 18, 2017, may obtain the login ID and password by sending a request at [email protected] or contact Registrar and Transfer Agent (Skyline Financial Services Private Limited). However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you may generate new password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com.

e. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

f. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper .

g. The Board of Directors has appointed M/s. Munish K Sharma & Associates, Company Secretaries, as the Scrutiniser for conducting the e-voting process in a fair and transparent manner.

h. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those members who are present at the AGM but have not casted their votes by availing the remote e-voting facility. Persons who have not casted their votes shall be able to exercise their voting right at the meeting through Ballot Paper.

i. The Scrutinizer, after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

j. The results declared alongwith the report of the Scrutinizer shall be placed on the Company’s website www.pel-india.com and on the website of the NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The result shall also be intimated to the Bombay Stock Exchange within 48 hours of the conclusion of the AGM.

Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the brief profile of Director eligible for re-appointment vide item no. 2 is as follows:

Item No. 2:

Name of Director DIN Date of Birth Date of Number of SharesAppointment held in the Company

MR. RAHUL GOENKA 00002440 15.03.1976 25.09.2004 Nil

Mr. Rahul Goenka is a commerce graduate and MBA from Clark University, Worcester, USA having over 15 years of work experience including with Consultants Inc., Boston USA one of the leading technology solutions provider in the world. Presently he is a Director with apparel & textiles manufacturing and export Company that employs over a 1000 employee across 3 manufacturing sites and export their products to some of the best known brands in UK. Mr. Rahul Goenka has indepth knowledge of manufacturing and international trade, which has proved to be an asset for the Company.

Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013

Item No. 4:

Nomination and Remuneration committee members in its meeting held on July 25, 2017 recommended to the Board of Directors to appoint Mr. Nikhil Kanodia as Whole Time Director cum President of the Company on the terms and conditions as specified above.

The Board of Directors had, by a resolution passed at its meeting held on August 11, 2017 appointed Mr. Nikhil Kanodia, being President of the Company, as Whole Time Director cum President of the Company subject to the

approval of the Members.

Mr. Nikhil Kanodia is currently serving as the President and Chief Technical Officer of the Company. He is having an experience of around 18 years and is a part of the core management team of the Company. Keeping in view his technical competence and dedication towards the Company, it is to recommend to the members of the Company that his appointment as Whole Time Director cum President of the Company be approved. This is not only beneficial for the Company’s business but will also provide the Company with a “succession plan”.

Further, Pursuant to the Ministry of Corporate Affairs order dated October 5, 2005, passed under section 314(1B) of Companies Act, 1956, Mr. Nikhil Kanodia was allowed salary of Rs. 90,000 per month in the scale of Rs. 1,25,000-1,50,000-2,00,000-2,50,000 per month. Currently, he is drawing a basic salary of Rs. 2,22,220 per month which was last increased on 01.04.2013. The Committee taking into consideration his qualifications, experience and the value that he brings to the Company proposes to appoint him as the Whole Time Director cum President of the Company on the remuneration and terms and conditions as specified in the resolution above.

The Board recommends the resolution at Item 4 for approval by the Members.

Mr. Nikhil Kanodia is son of Mr. Ashok K Kanodia, Managing Director and promoter shareholder of the Company.

None of the director other than Mr. Ashok K Kanodia is concerned or interested in passing of this resolution.

Item No. 5:

Nomination and Remuneration committee members in its meeting held on July 25, 2017 recommended to the Board of Directors to appoint Lt. Gen. (Dr.) Rajesh Pant, Non-Executive Director cum Chairman of the Company appointed since 27.07.2015, liable to retire by rotation as Chairman cum Independent Director of the Company for the consecutive 5 years with effect from 25th September 2017.

He is not disqualified from being appointed as Independent director of the Company and has submitted a declaration to the Board that he meets the criteria of Independence as specified under Section 149 of the Act and Regulation 25 of SEBI (LODR), 2015.


None of the Director(s) except Lt. Gen. (Dr.) Rajesh Pant (Retd.), himself is concerned or interested in passing of this resolution.




During this period the members of the Company, holding shares either in physical form or in dematerialized form, as on September 18, 2017 (cut-off date) may cast their vote electronically. Thereafter, the portal shall be disabled by the NSDL for voting.

d. Any person, who acquires shares of the Company and become member of the Company after dispatch of the Notice of AGM and holding shares as of the cut-off date i.e. September 18, 2017, may obtain the login ID and password by sending a request at [email protected] or contact Registrar and Transfer Agent (Skyline Financial Services Private Limited). However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you may generate new password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com.

e. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

f. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper .

g. The Board of Directors has appointed M/s. Munish K Sharma & Associates, Company Secretaries, as the Scrutiniser for conducting the e-voting process in a fair and transparent manner.

h. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those members who are present at the AGM but have not casted their votes by availing the remote e-voting facility. Persons who have not casted their votes shall be able to exercise their voting right at the meeting through Ballot Paper.

i. The Scrutinizer, after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

j. The results declared alongwith the report of the Scrutinizer shall be placed on the Company’s website www.pel-india.com and on the website of the NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The result shall also be intimated to the Bombay Stock Exchange within 48 hours of the conclusion of the AGM.

Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the brief profile of Director eligible for re-appointment vide item no. 2 is as follows:

Item No. 2:

Name of Director DIN Date of Birth Date of Number of SharesAppointment held in the Company

MR. RAHUL GOENKA 00002440 15.03.1976 25.09.2004 Nil

Mr. Rahul Goenka is a commerce graduate and MBA from Clark University, Worcester, USA having over 15 years of work experience including with Consultants Inc., Boston USA one of the leading technology solutions provider in the world. Presently he is a Director with apparel & textiles manufacturing and export Company that employs over a 1000 employee across 3 manufacturing sites and export their products to some of the best known brands in UK. Mr. Rahul Goenka has indepth knowledge of manufacturing and international trade, which has proved to be an asset for the Company.

Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013

Item No. 4:

Nomination and Remuneration committee members in its meeting held on July 25, 2017 recommended to the Board of Directors to appoint Mr. Nikhil Kanodia as Whole Time Director cum President of the Company on the terms and conditions as specified above.

The Board of Directors had, by a resolution passed at its meeting held on August 11, 2017 appointed Mr. Nikhil Kanodia, being President of the Company, as Whole Time Director cum President of the Company subject to the

approval of the Members.

Mr. Nikhil Kanodia is currently serving as the President and Chief Technical Officer of the Company. He is having an experience of around 18 years and is a part of the core management team of the Company. Keeping in view his technical competence and dedication towards the Company, it is to recommend to the members of the Company that his appointment as Whole Time Director cum President of the Company be approved. This is not only beneficial for the Company’s business but will also provide the Company with a “succession plan”.

Further, Pursuant to the Ministry of Corporate Affairs order dated October 5, 2005, passed under section 314(1B) of Companies Act, 1956, Mr. Nikhil Kanodia was allowed salary of Rs. 90,000 per month in the scale of Rs. 1,25,000-1,50,000-2,00,000-2,50,000 per month. Currently, he is drawing a basic salary of Rs. 2,22,220 per month which was last increased on 01.04.2013. The Committee taking into consideration his qualifications, experience and the value that he brings to the Company proposes to appoint him as the Whole Time Director cum President of the Company on the remuneration and terms and conditions as specified in the resolution above.


Mr. Nikhil Kanodia is son of Mr. Ashok K Kanodia, Managing Director and promoter shareholder of the Company.

None of the director other than Mr. Ashok K Kanodia is concerned or interested in passing of this resolution.

Item No. 5:

Nomination and Remuneration committee members in its meeting held on July 25, 2017 recommended to the Board of Directors to appoint Lt. Gen. (Dr.) Rajesh Pant, Non-Executive Director cum Chairman of the Company appointed since 27.07.2015, liable to retire by rotation as Chairman cum Independent Director of the Company for the consecutive 5 years with effect from 25th September 2017.

He is not disqualified from being appointed as Independent director of the Company and has submitted a declaration to the Board that he meets the criteria of Independence as specified under Section 149 of the Act and Regulation 25 of SEBI (LODR), 2015.


None of the Director(s) except Lt. Gen. (Dr.) Rajesh Pant (Retd.), himself is concerned or interested in passing of this resolution.



DIRECTORS’ REPORT

To

The Members of

Precision Electronics Ltd.,

thYour Directors have pleasure in presenting the 38 Annual Report on the business and operations of the Company

along with the Audited Statements of Accounts for the Financial Year ended March 31, 2017.

1. FINANCIAL HIGHLIGHTS

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

(Rs. in million)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

(FY 2016-17) (FY 2015-16)

Revenue* 244.1 260.1

Profit before Depreciation, Interest, & Tax 29.9 (2.4)

Depreciation 10.7 11.7

Finance Cost 11.6 10.5

Net profit before Tax 7.6 (24.6)

Provision for Tax 7.0 (5.1)

Net profit after tax 0.6 (19.5)

*Revenue is net of Excise duty, VAT, Sales tax & Service Tax.

DIVIDEND

This year your Company has earned a profit, though small. But, in view of conservation of financial resources of the Company, your Directors do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVE

The Board does not recommend to transfer any amount to the general reserve.

2. REVIEW OF OPERATION AND STATE OF COMPANY AFFAIR

Overall revenue of the company for the year ended March 31, 2017 was recorded at about Rs.244.1 million which is 6.15% less as compared to previous financial year (2015-16) revenue of Rs.260.1 million. However, the Company has managed to make a profit of Rs.0.6 million against a loss of Rs.19.5 million in the previous year (2015-16). Despite the revenues being less than last year, the Company turned in a profitable performance due to a better product mix.

There is no change in the nature of business of the Company which is segmented in two business divisions; ‘Electronics & Telecommunication’ and ‘Infra services’.

2.1 Electronics & Telecommunication Division

Telecom division revenue during the year ended March 31, 2017 is Rs. 152.98 million as against Rs. 125.28 million in the previous year (2015-16). Manufacturing plants are located at Noida UP (in the NCR region) and Roorkee (Uttarakhand)

2.2 Infrastructure Division

Infrastructure division revenue during the year ended March 31, 2017 is Rs. 87.57 million as against Rs.132.13 million in the previous year (2015-16). The division undertakes turnkey assignments of civil, electrical and networking works and turnkey installation and commissioning of radars, sensors, data links and the command and control room at defence airfields and harbors.

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

3. MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS

Defence Procurement Procedure (2016) unveiled by the Ministry of Defence (MoD) is representative of Government of India’s Make in India push. In addition to the new Category of “Buy Indian – IDDM” (Indigenously Designed, Developed and Manufactured) introduced to encourage technology innovators, DPP 2016 has introduced measures to ensure that RFP (Requests for Proposals) culminates into a purchase contract, a long standing demand of the Industry. Some of the features are:

a) RFPs to contain Enhanced Performance Parameters that are additional capabilities over and above the essential parameters. Vendors meeting these additional parameters will get weightage of up to 10 per cent in price for determination of the lowest bid, i.e. MoD will pay for superior equipment.

b) Services Qualitative Requirements (SQRs) will be split into two categories, essential and desirable, formally known as Essential Parameters A and Essential Parameters B. Contracts will be signed based on Essential Parameters A and the vendor will be permitted to develop Essential Parameters B after the award of the contract thereby providing a roadmap for continued development.

c) Foreign vendor to select an Indian Production Agency (IPA) of its choice. MoD would not nominate the IPA due to which entry of private sector as an IPA is significantly enhanced.

d) Two categories of ‘Make’ projects: Make I funded by the MoD, and other Make II that is self-funded by the developer/industry. Projects with an estimated cost of development of up to INR 10 crore under the first category and INR 3 core under the second category will be earmarked for MSMEs. Products developed under the ‘Make’ category will be procured subsequently through ‘Buy (IDDM)’ route.

The Department of Telecom is following a Preferential Market Access (PMA) policy to promote local development and manufacture of telecom equipment. This again offers impetus to local OEMs such as PEL to develop products for requirements of BSNL, MTNL and BBNL. PEL is already positioned through partners in some large strategic projects of Cellular expansion of the Government.

The Healthcare sector in India is growing and expected to grow at a CAGR of 16.5% during the 2008-2020 period. MNC such as GE Healthcare and Philips are serious players for Radiology equipment and target not only the Indian market for selling their equipment, but also Indian manufacturing and Supply Chain to bolster their product portfolio. PEL is a strategic supplier presently to GE Healthcare (GEHC) for Power Supply and Distribution sub-system into the radiology machines of GEHC which are sold globally. The business of the Healthcare/ Hi-Tech sector is now a significant and a welcome part of PEL’s revenue portfolio and provides a good risk mitigation from Government dependent revenue verticals.

Opportunities, Threats, Risk & Concerns

Opportunities

Both the Defence and Telecom sector together present a sizeable business opportunity to an MSME company like ours with “Make in India” mantra of the present day Government. The new Strategic Partnership model approved by the MoD will provide the Private sector an opportunity of more than Rs 2 Lakh crore to design and manufacture large platforms like the Submarine, Fighter aircrafts, Armoured combat vehicles and Helicopters. Our Company is poised to take full benefit from the flow down of business from these programs in future being a defence licensee with more than 2 decades of experience in the sector. In addition the Healthcare radiology equipment market is steadily growing and an opportunity exists to create a Center of Excellence at PEL for development, manufacture and supply of Power Supplies and Distribution Systems.

Threats, Risk & Concerns

Main Business Risks and Concerns have not changed for your Company. Major portion of revenues coming from Government is in itself a major risk due to the business being tender-oriented, long time to fructification and “L-1 takes all”. Since we are in Technology intensive sector, funds are required to keep pace with the technology developments and to retain highly trained manpower. Availability of liquidity for a unit like ours is a challenge.


DIRECTORS’ REPORT

To

The Members of

Precision Electronics Ltd.,

thYour Directors have pleasure in presenting the 38 Annual Report on the business and operations of the Company

along with the Audited Statements of Accounts for the Financial Year ended March 31, 2017.

1. FINANCIAL HIGHLIGHTS

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

(Rs. in million)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

(FY 2016-17) (FY 2015-16)

Revenue* 244.1 260.1

Profit before Depreciation, Interest, & Tax 29.9 (2.4)

Depreciation 10.7 11.7

Finance Cost 11.6 10.5

Net profit before Tax 7.6 (24.6)

Provision for Tax 7.0 (5.1)

Net profit after tax 0.6 (19.5)

*Revenue is net of Excise duty, VAT, Sales tax & Service Tax.

DIVIDEND

This year your Company has earned a profit, though small. But, in view of conservation of financial resources of the Company, your Directors do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVE

The Board does not recommend to transfer any amount to the general reserve.

2. REVIEW OF OPERATION AND STATE OF COMPANY AFFAIR

Overall revenue of the company for the year ended March 31, 2017 was recorded at about Rs.244.1 million which is 6.15% less as compared to previous financial year (2015-16) revenue of Rs.260.1 million. However, the Company has managed to make a profit of Rs.0.6 million against a loss of Rs.19.5 million in the previous year (2015-16). Despite the revenues being less than last year, the Company turned in a profitable performance due to a better product mix.

There is no change in the nature of business of the Company which is segmented in two business divisions; ‘Electronics & Telecommunication’ and ‘Infra services’.

2.1 Electronics & Telecommunication Division

Telecom division revenue during the year ended March 31, 2017 is Rs. 152.98 million as against Rs. 125.28 million in the previous year (2015-16). Manufacturing plants are located at Noida UP (in the NCR region) and Roorkee (Uttarakhand)

2.2 Infrastructure Division

Infrastructure division revenue during the year ended March 31, 2017 is Rs. 87.57 million as against Rs.132.13 million in the previous year (2015-16). The division undertakes turnkey assignments of civil, electrical and networking works and turnkey installation and commissioning of radars, sensors, data links and the command and control room at defence airfields and harbors.

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

3. MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS

Defence Procurement Procedure (2016) unveiled by the Ministry of Defence (MoD) is representative of Government of India’s Make in India push. In addition to the new Category of “Buy Indian – IDDM” (Indigenously Designed, Developed and Manufactured) introduced to encourage technology innovators, DPP 2016 has introduced measures to ensure that RFP (Requests for Proposals) culminates into a purchase contract, a long standing demand of the Industry. Some of the features are:

a) RFPs to contain Enhanced Performance Parameters that are additional capabilities over and above the essential parameters. Vendors meeting these additional parameters will get weightage of up to 10 per cent in price for determination of the lowest bid, i.e. MoD will pay for superior equipment.

b) Services Qualitative Requirements (SQRs) will be split into two categories, essential and desirable, formally known as Essential Parameters A and Essential Parameters B. Contracts will be signed based on Essential Parameters A and the vendor will be permitted to develop Essential Parameters B after the award of the contract thereby providing a roadmap for continued development.

c) Foreign vendor to select an Indian Production Agency (IPA) of its choice. MoD would not nominate the IPA due to which entry of private sector as an IPA is significantly enhanced.

d) Two categories of ‘Make’ projects: Make I funded by the MoD, and other Make II that is self-funded by the developer/industry. Projects with an estimated cost of development of up to INR 10 crore under the first category and INR 3 core under the second category will be earmarked for MSMEs. Products developed under the ‘Make’ category will be procured subsequently through ‘Buy (IDDM)’ route.

The Department of Telecom is following a Preferential Market Access (PMA) policy to promote local development and manufacture of telecom equipment. This again offers impetus to local OEMs such as PEL to develop products for requirements of BSNL, MTNL and BBNL. PEL is already positioned through partners in some large strategic projects of Cellular expansion of the Government.

The Healthcare sector in India is growing and expected to grow at a CAGR of 16.5% during the 2008-2020 period. MNC such as GE Healthcare and Philips are serious players for Radiology equipment and target not only the Indian market for selling their equipment, but also Indian manufacturing and Supply Chain to bolster their product portfolio. PEL is a strategic supplier presently to GE Healthcare (GEHC) for Power Supply and Distribution sub-system into the radiology machines of GEHC which are sold globally. The business of the Healthcare/ Hi-Tech sector is now a significant and a welcome part of PEL’s revenue portfolio and provides a good risk mitigation from Government dependent revenue verticals.

Opportunities, Threats, Risk & Concerns

Opportunities

Both the Defence and Telecom sector together present a sizeable business opportunity to an MSME company like ours with “Make in India” mantra of the present day Government. The new Strategic Partnership model approved by the MoD will provide the Private sector an opportunity of more than Rs 2 Lakh crore to design and manufacture large platforms like the Submarine, Fighter aircrafts, Armoured combat vehicles and Helicopters. Our Company is poised to take full benefit from the flow down of business from these programs in future being a defence licensee with more than 2 decades of experience in the sector. In addition the Healthcare radiology equipment market is steadily growing and an opportunity exists to create a Center of Excellence at PEL for development, manufacture and supply of Power Supplies and Distribution Systems.

Threats, Risk & Concerns

Main Business Risks and Concerns have not changed for your Company. Major portion of revenues coming from Government is in itself a major risk due to the business being tender-oriented, long time to fructification and “L-1 takes all”. Since we are in Technology intensive sector, funds are required to keep pace with the technology developments and to retain highly trained manpower. Availability of liquidity for a unit like ours is a challenge.


PRODUCT WISE PERFORMANCE

The Company has a well-balanced product portfolio of in-house designed and engineered products that are qualified by both defence and the civil sector customers. In the Electronics & Telecommunication Division, key PEL products include:

I. Wire-line

a. Digital multiplexer with capabilities to provide turnkey voice and data communications for last mile network

b. Line modems (G.SHDSL)

c. Protocol and Media Converters

II. Wireless

a. Unlicensed band (5.8GHz) IP radio: PEL is proposing this radio in several tenders of Telecom customers and hopes to achieve success.

b. High Capacity Radio Relay Systems: PEL is offering its in-house designed and engineered sub-systems against this requirement of Indian Army.

III. Power Systems

a. Power Supplies for Military and Industrial applications

b. Power Distribution Systems for Healthcare

IV. Data Logger for Indian Railways

V. Voice Logger: PEL developed voice loggers are deployed in all the Air Traffic Control towers of the IAF and Army aviation bases. In addition, security agencies are using an advanced variant of this product.

VI. Telescopic Masts: PEL designed and manufactured electromechanical and pneumatic masts are the preferred choice of the customers in both the defence as well as civil segments.

In the Services segment, PEL’s revenue bucket include:

I. EPC contracts: PEL has undertaken Civil, Electrical and Networking responsibilities as a subcontractor to Large Prime Contractors for major MoD programs.

II. Hi-Tech Installation & Commissioning: PEL teams are stationed at several naval shipyards across the country to provide technical assistance to the customer on behalf of the designer CDoT to ensure trouble free commissioning of the core ATM based network switch and network termination units on all the new build ships of the Indian Navy.

III. Maintenance Repair and Overhaul (MRO) Services: PEL has undertaken contracts for Israeli majors to support UAV (Unmanned Aerial Vehicle) ground equipment at military bases across India. Further PEL has supported the maintenance of Integrated Electronic Warfare systems and Precision Guided Munitions supplied by Israeli companies to the Indian Forces.

OUTLOOK

PEL has established competences in areas of design, manufacturing, turnkey solution provider and has a nationwide footprint both in defence and the civil segments. Key management persons have hands on experience of dealing with the defence customer and are well versed with the defence policies and procedures. PEL proposes to leverage this expertise through its partnerships with global majors and Indian primes to generate additional revenue stream. The plants at Noida (UP) and Roorkee (Uttarakhand) have sufficient capacity to cater to the bulk production requirements of the customer. Programs wherein PEL has significant stake and were put ‘on hold’ by the customer are moving forward and expected to generate additional revenues for the company in the current FY 2017-18.

INTERNAL FINANCIAL CONTROL

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.

HUMAN RESOURCE DEVELOPMENT

The Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization. The morale of the team is kept high by boosting employee morale at different levels, engaging them in different activities than their work, arranging different programs for the employees at all levels.

FINANCIAL FACILITIES

The Company continues to enjoy the support of its Banker, Punjab National Bank (PNB), Noida Branch for both fund and non-fund based facilities.

4. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

sta) that in the preparation of the accounts for the Financial Year ended 31 March, 2017, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) that 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 and Loss of the Company for the year under review;

c) that 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) that 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) that 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 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with the certificate from M/s Munish K Sharma & Associates, Company Secretaries on its compliance forms a part the Annual Report.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company is not covered for Corporate Social Responsibility, pursuant to the provision of Section 135 of the Companies Act, 2013 (“the Act”) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

7. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangement with related parties referred to in Section 188 (1) of the Companies 2013 during the financial year. However, Form AOC-2 is attached herewith as Annexure I to show the continued related party transactions from previous years.

8. RISK MANAGEMENT

Your Company has formulated a Risk Assessment and Management plan which includes procedures to assess and curtail risk. A “Risk Management Committee” has been constituted which has been entrusted with the responsibility to assist the Board in mitigating the risk faced by the Company in the ordinary course of business. The Risk Management committee comprises of Mr Nikhil Kanodia, Mr Sanjay Chandra, Mr Deepak Jagga, Mr Jagjit Singh Chopra and Ms Puneet Arora. In the opinion of the Board there is no risk which may threaten the existence of the Company.

9. 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


PRODUCT WISE PERFORMANCE

The Company has a well-balanced product portfolio of in-house designed and engineered products that are qualified by both defence and the civil sector customers. In the Electronics & Telecommunication Division, key PEL products include:

I. Wire-line

a. Digital multiplexer with capabilities to provide turnkey voice and data communications for last mile network

b. Line modems (G.SHDSL)

c. Protocol and Media Converters

II. Wireless

a. Unlicensed band (5.8GHz) IP radio: PEL is proposing this radio in several tenders of Telecom customers and hopes to achieve success.

b. High Capacity Radio Relay Systems: PEL is offering its in-house designed and engineered sub-systems against this requirement of Indian Army.

III. Power Systems

a. Power Supplies for Military and Industrial applications

b. Power Distribution Systems for Healthcare

IV. Data Logger for Indian Railways

V. Voice Logger: PEL developed voice loggers are deployed in all the Air Traffic Control towers of the IAF and Army aviation bases. In addition, security agencies are using an advanced variant of this product.

VI. Telescopic Masts: PEL designed and manufactured electromechanical and pneumatic masts are the preferred choice of the customers in both the defence as well as civil segments.

In the Services segment, PEL’s revenue bucket include:

I. EPC contracts: PEL has undertaken Civil, Electrical and Networking responsibilities as a subcontractor to Large Prime Contractors for major MoD programs.

II. Hi-Tech Installation & Commissioning: PEL teams are stationed at several naval shipyards across the country to provide technical assistance to the customer on behalf of the designer CDoT to ensure trouble free commissioning of the core ATM based network switch and network termination units on all the new build ships of the Indian Navy.

III. Maintenance Repair and Overhaul (MRO) Services: PEL has undertaken contracts for Israeli majors to support UAV (Unmanned Aerial Vehicle) ground equipment at military bases across India. Further PEL has supported the maintenance of Integrated Electronic Warfare systems and Precision Guided Munitions supplied by Israeli companies to the Indian Forces.

OUTLOOK

PEL has established competences in areas of design, manufacturing, turnkey solution provider and has a nationwide footprint both in defence and the civil segments. Key management persons have hands on experience of dealing with the defence customer and are well versed with the defence policies and procedures. PEL proposes to leverage this expertise through its partnerships with global majors and Indian primes to generate additional revenue stream. The plants at Noida (UP) and Roorkee (Uttarakhand) have sufficient capacity to cater to the bulk production requirements of the customer. Programs wherein PEL has significant stake and were put ‘on hold’ by the customer are moving forward and expected to generate additional revenues for the company in the current FY 2017-18.

INTERNAL FINANCIAL CONTROL

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.

HUMAN RESOURCE DEVELOPMENT

The Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork. The focus has been on creating reserves through cross functional and interdisciplinary exposure at all levels to ensure redundancy and robustness in the organization. The morale of the team is kept high by boosting employee morale at different levels, engaging them in different activities than their work, arranging different programs for the employees at all levels.

FINANCIAL FACILITIES

The Company continues to enjoy the support of its Banker, Punjab National Bank (PNB), Noida Branch for both fund and non-fund based facilities.

4. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

sta) that in the preparation of the accounts for the Financial Year ended 31 March, 2017, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) that 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 and Loss of the Company for the year under review;

c) that 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) that 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) that 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 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with the certificate from M/s Munish K Sharma & Associates, Company Secretaries on its compliance forms a part the Annual Report.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company is not covered for Corporate Social Responsibility, pursuant to the provision of Section 135 of the Companies Act, 2013 (“the Act”) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

7. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangement with related parties referred to in Section 188 (1) of the Companies 2013 during the financial year. However, Form AOC-2 is attached herewith as Annexure I to show the continued related party transactions from previous years.

8. RISK MANAGEMENT

Your Company has formulated a Risk Assessment and Management plan which includes procedures to assess and curtail risk. A “Risk Management Committee” has been constituted which has been entrusted with the responsibility to assist the Board in mitigating the risk faced by the Company in the ordinary course of business. The Risk Management committee comprises of Mr Nikhil Kanodia, Mr Sanjay Chandra, Mr Deepak Jagga, Mr Jagjit Singh Chopra and Ms Puneet Arora. In the opinion of the Board there is no risk which may threaten the existence of the Company.

9. 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 to Section 203 of the Companies Act 2013, Key Managerial Personnel appointed by the Company are: Mr. Ashok K Kanodia (Managing Director), Mr Jagjit Singh Chopra (Chief Financial Officer) and Ms Veenita Puri (Company Secretary and Compliance Officer). Mr. Pradeep Kumar Kanodia who was liable to retire by rotation at the last Annual General Meeting held on September 15, 2016 did not offer his consent to be re-appointed as the Director of the Company and therefore, he ceased to be a Director of the Company on his retirement w.e.f September 15, 2016.

Mr. Rahul Goenka, Director, will retire by rotation at the ensuing Annual General Meeting of the Company. He has offered himself for reappointment at the Board Meeting held on August 11, 2017 by giving his consent.

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 (LODR) Regulations, 2015. No independent director is due for re-appointment during the year.

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 (LODR) Regulations, 2015. The Company has devised an evaluation matrix for the performance evaluation and an external consultant “M/s Munish K Sharma & Associates” was engaged to collate and evaluate the results.

A meeting of Independent Director was held on July 25, 2017 without the attendance of other directors (Non-Independent) to review the performance of Non-Independent Directors, the Board as a Whole and the Chairman of the Company and to assess the flow of information between Company Management and the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

10. AUDITORS AND AUDITOR’S REPORT

STATUTORY AUDITOR

At the Annual General Meeting held on September 27, 2014, M/s Rajendra K. Goel & Co., Chartered thAccountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 38

Annual General Meeting. The name of M/s Nemani Garg Agarwal & Co., Chartered Accountants (F.R.N. 010192N), was proposed in the Board Meeting held on August 11, 2017 to be appointed as the Statutory Auditors of the Company for the next five years.

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 M/s Munish K Sharma & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure II to this Report.

11. 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.com.

AUDIT COMMITTEE

The Audit Committee comprises of following three Independent Directors and one Non Executive Director and during the Financial Year 2016-17, four meeting(s) of the committee were convened:

S. No. Name of Directors Category Status Meeting Attended

1. Mr. Sharvan Kumar Kataria NEID Chairman 4

2. Mr. Anant Kanoi NEID Member 1

3. Mr. Suresh Vyas NEID Member 3

4. Mr. Deepto Roy NED Member 2

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

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of following members and during the Financial Year 2016-17, one meeting of the committee was convened:


1. Mr. Anant Kanoi NEID Chairman 1

2. Mr. Sharvan Kumar Kataria NEID Member 1

3. Mr. Suresh Vyas NEID Member -


The recommendations, if any made to the Board by the Nomination and Remuneration Committee during the year under review were accepted.

Your Board has approved policy on the terms and conditions of appointment of independent directors which is available on Company’s website “www.pel-india.com”.

MEETINGS OF THE BOARD

The Board of Directors met five times on 21.05.2016, 08.08.2016, 14.11.2016, 10.12.2016 and 11.02.2017 during the financial year 2016-17. For further details, please refer report on Corporate Governance of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.

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

EXTRACT OF THE ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as Annexure III.

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, are provided in Annexure IV 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 V 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. Ajay Goel (55), General Manager, 17.12.2005, 23,10,000/- B.E (E & C) (27), Punjab Wireless system Ltd., Mr. Amit Mittal (47), Deputy General Manager, 14.02.2006, 15,44,786/-, B.E (E & C) (23), Punjab Wireless system Ltd., Mr. Ashok K Kanodia (66), Managing Director, 01.05.1979, 22.3% equity shares, 19,68,240/-, B.E. Electrical (38). Mr. Bhaskar


In accordance to Section 203 of the Companies Act 2013, Key Managerial Personnel appointed by the Company are: Mr. Ashok K Kanodia (Managing Director), Mr Jagjit Singh Chopra (Chief Financial Officer) and Ms Veenita Puri (Company Secretary and Compliance Officer). Mr. Pradeep Kumar Kanodia who was liable to retire by rotation at the last Annual General Meeting held on September 15, 2016 did not offer his consent to be re-appointed as the Director of the Company and therefore, he ceased to be a Director of the Company on his retirement w.e.f September 15, 2016.

Mr. Rahul Goenka, Director, will retire by rotation at the ensuing Annual General Meeting of the Company. He has offered himself for reappointment at the Board Meeting held on August 11, 2017 by giving his consent.

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 (LODR) Regulations, 2015. No independent director is due for re-appointment during the year.

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 (LODR) Regulations, 2015. The Company has devised an evaluation matrix for the performance evaluation and an external consultant “M/s Munish K Sharma & Associates” was engaged to collate and evaluate the results.

A meeting of Independent Director was held on July 25, 2017 without the attendance of other directors (Non-Independent) to review the performance of Non-Independent Directors, the Board as a Whole and the Chairman of the Company and to assess the flow of information between Company Management and the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

10. AUDITORS AND AUDITOR’S REPORT

STATUTORY AUDITOR

At the Annual General Meeting held on September 27, 2014, M/s Rajendra K. Goel & Co., Chartered thAccountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 38

Annual General Meeting. The name of M/s Nemani Garg Agarwal & Co., Chartered Accountants (F.R.N. 010192N), was proposed in the Board Meeting held on August 11, 2017 to be appointed as the Statutory Auditors of the Company for the next five years.

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 M/s Munish K Sharma & Associates, Company Secretaries to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure II to this Report.

11. 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.com.

AUDIT COMMITTEE

The Audit Committee comprises of following three Independent Directors and one Non Executive Director and during the Financial Year 2016-17, four meeting(s) of the committee were convened:


1. Mr. Sharvan Kumar Kataria NEID Chairman 4




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


The Nomination and Remuneration Committee consists of following members and during the Financial Year 2016-17, one meeting of the committee was convened:






The recommendations, if any made to the Board by the Nomination and Remuneration Committee during the year under review were accepted.

Your Board has approved policy on the terms and conditions of appointment of independent directors which is available on Company’s website “www.pel-india.com”.

MEETINGS OF THE BOARD

The Board of Directors met five times on 21.05.2016, 08.08.2016, 14.11.2016, 10.12.2016 and 11.02.2017 during the financial year 2016-17. For further details, please refer report on Corporate Governance of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.

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

EXTRACT OF THE ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as Annexure III.

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, are provided in Annexure IV 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 V 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. Ajay Goel (55), General Manager, 17.12.2005, 23,10,000/- B.E (E & C) (27), Punjab Wireless system Ltd., Mr. Amit Mittal (47), Deputy General Manager, 14.02.2006, 15,44,786/-, B.E (E & C) (23), Punjab Wireless system Ltd., Mr. Ashok K Kanodia (66), Managing Director, 01.05.1979, 22.3% equity shares, 19,68,240/-, B.E. Electrical (38). Mr. Bhaskar


Biswas (55), Deputy General Manager, 28.07.2011, 18,18,960/-, B.E (E & C) (26), Indian Air Force. Mr. Deepak Jagga (45), Vice President, 01.04.2002, 23,91,749/-, B.E (Electronics) (27), Mr. Jagjit Singh Chopra (48), Chief Financial Officer, 25.04.2014, 18,00,000/-, Chartered Accountant (19), Blessings advertising Pvt. Ltd., Mr. Nikhil Kanodia (40), President & Chief Technical Officer, 29.10.2002, 0.59% equity shares, 32,68,776/-, M.S. Electrical & Computer Engineering (19), Fujitsu Network Communications, Son of Mr. Ashok K Kanodia, Managing Director, Mr. Sandeep Chawla (48), Deputy General Manager, 20.04.2009, 24,42,000/-, B.E (E & C) (23), Wipro Technology, Mr. Sanjay Chandra (55), Senior Vice President, 10.06.2009, 33,88,004/-, M.Sc (Electronics) (30), Indian Army, Mr. Vinay Kumar (46), General Manager, 24.01.2011, 20,99,989/-, B. Tech (Civil) (21), Raus Infra 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 and hence no amount of principal or interest was outstanding as of the Balance Sheet date.

SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

The Company Appeals bearing CO A(SB) 7/2015, CO A(SB) 58/2015 and CO A (SB) 18/2016 arising out of the Company Petition bearing CP No 162/2013 were heard on 27.03.2017. The Hon’ble Judge passed an order noting that Mr. Ashok Kanodia & ORS (Appellant) and Mr Pradeep Kanodia & ORS (Respondent) are agreeable to enter into a global settlement of all the underlying disputes. Both Mr Ashok Kanodia and Mr Pradeep Kanodia have been given time to formalise the modalities of their amicable settlement.

Once the settlement is completed, the Company shall have no further liabilities and all pending litigation against/involving the Company shall be finally settled/ withdrawn.

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.

12. LISTING OF SECURITIES

The Shares of the Company are listed with The Bombay Stock Exchange Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee for the financial year 2017-18 to BSE.

13. 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 2016-17. 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.

14. 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.

15. 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.

16. 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.

17. 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 2016-17.

18. ACKNOWLEDGMENTS

Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National 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.

FOR AND ON BEHALF OF THE BOARD

Place: Noida Sd/-Date: 11.08.2017 Chairperson

Annexure-I

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,

2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under

third proviso thereto.

Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details

1 Name (s) of the related party & Mr. Nikhil Kanodia President & Chief Technical Officer is son ofnature of relationship Mr. Ashok K Kanodia, Managing Director.

2 Nature of contract/arrangement Salary paid to Mr. Nikhil Kanodia, President & CTO of the /transaction Company, pursuant to order dated October 5, 2005 passed by

Department of Company Affairs, Ministry of Corporate affairs,Government of India in the scale of Rs. 1,25,000-1,50,000-2,00,000-2,50,000 per month

3 Duration of the contracts/ That any other increase in remuneration except as in point 2 abovearrangements/transaction will be subject to the approval of the Central Government

4 Salient terms of the contracts or Same as above arrangements or transaction including the value, if any

5 Date of approval by the Board Board resolution dated May 28, 2005 and Special Resolutionpassed in the Annual General Meeting held on August 8, 2005

6 Amount paid as advances, if any None


Biswas (55), Deputy General Manager, 28.07.2011, 18,18,960/-, B.E (E & C) (26), Indian Air Force. Mr. Deepak Jagga (45), Vice President, 01.04.2002, 23,91,749/-, B.E (Electronics) (27), Mr. Jagjit Singh Chopra (48), Chief Financial Officer, 25.04.2014, 18,00,000/-, Chartered Accountant (19), Blessings advertising Pvt. Ltd., Mr. Nikhil Kanodia (40), President & Chief Technical Officer, 29.10.2002, 0.59% equity shares, 32,68,776/-, M.S. Electrical & Computer Engineering (19), Fujitsu Network Communications, Son of Mr. Ashok K Kanodia, Managing Director, Mr. Sandeep Chawla (48), Deputy General Manager, 20.04.2009, 24,42,000/-, B.E (E & C) (23), Wipro Technology, Mr. Sanjay Chandra (55), Senior Vice President, 10.06.2009, 33,88,004/-, M.Sc (Electronics) (30), Indian Army, Mr. Vinay Kumar (46), General Manager, 24.01.2011, 20,99,989/-, B. Tech (Civil) (21), Raus Infra 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 and hence no amount of principal or interest was outstanding as of the Balance Sheet date.

SIGNIFICANT & MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

The Company Appeals bearing CO A(SB) 7/2015, CO A(SB) 58/2015 and CO A (SB) 18/2016 arising out of the Company Petition bearing CP No 162/2013 were heard on 27.03.2017. The Hon’ble Judge passed an order noting that Mr. Ashok Kanodia & ORS (Appellant) and Mr Pradeep Kanodia & ORS (Respondent) are agreeable to enter into a global settlement of all the underlying disputes. Both Mr Ashok Kanodia and Mr Pradeep Kanodia have been given time to formalise the modalities of their amicable settlement.

Once the settlement is completed, the Company shall have no further liabilities and all pending litigation against/involving the Company shall be finally settled/ withdrawn.

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.

12. LISTING OF SECURITIES

The Shares of the Company are listed with The Bombay Stock Exchange Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai. (Scrip Code: 517258). It is confirmed that the Company has paid Annual Listing Fee for the financial year 2017-18 to BSE.

13. 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 2016-17. 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.

14. 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.

15. 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.

16. 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.

17. 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 2016-17.

18. ACKNOWLEDGMENTS

Your Directors express their deep appreciation and gratitude for the valuable support received from Punjab National 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.


Place: Noida Sd/-Date: 11.08.2017 Chairperson

Annexure-I

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,

2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under

third proviso thereto.

Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details

1 Name (s) of the related party & Mr. Nikhil Kanodia President & Chief Technical Officer is son ofnature of relationship Mr. Ashok K Kanodia, Managing Director.

2 Nature of contract/arrangement Salary paid to Mr. Nikhil Kanodia, President & CTO of the /transaction Company, pursuant to order dated October 5, 2005 passed by

Department of Company Affairs, Ministry of Corporate affairs,Government of India in the scale of Rs. 1,25,000-1,50,000-2,00,000-2,50,000 per month

3 Duration of the contracts/ That any other increase in remuneration except as in point 2 abovearrangements/transaction will be subject to the approval of the Central Government

4 Salient terms of the contracts or Same as above arrangements or transaction including the value, if any

5 Date of approval by the Board Board resolution dated May 28, 2005 and Special Resolutionpassed in the Annual General Meeting held on August 8, 2005

6 Amount paid as advances, if any None


ANNEXURE-II

Form No. MR-3

SECRETARIAL AUDIT REPORT

ST FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

PRECISION ELECTRONICS LIMITED

(CIN: L32104DL1979PLC009590)


New Delhi-110065

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to

good corporate practices by PRECISION ELECTRONICS LIMITED (hereinafter called “the Company”). Secretarial

Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory

compliances and expressing my opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records

maintained by the Company and also the information provided by the Company, its officers, agents and authorized

representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, stduring the audit period covering the financial year ended on 31 March, 2017 complied with the statutory provisions

listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the

extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the stCompany for the financial year ended on 31 March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines, to the extent applicable, prescribed under the Securities and

Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015;

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011;

c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009;

e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client;

(vi) Apprenticeship Act, 1961

(vii) Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

(viii) Employee State Insurance Act, 1948

(ix) The Equal Remuneration Act, 1976

(x) The Payment of Gratuity Act, 1972

(xi) The Minimum Wages Act, 1948

(xii) The Payment of Wages Act, 1936

(xiii) Industrial Employment (Standing Orders) Act, 1946

(xiv) Factories Act, 1948

(xv) Environmental Laws

(xvi) Service Tax Act, 1994

(xvii) Income Tax Act, 1961

(xviii)The Maternity Benefit Act, 1961

(xix) Excise Act, 1944

(xx) Customs Act, 1962

(xxi) Central Sales Tax & State VAT

(xxii) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

(xxiii)The Contract Labour (Regulation and Abolition) Act, 1970

(xxiv)The Payment of Bonus Act, 1965

(xxv) The Official Secrets Act, 1923

(xxvi)The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during

the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were

sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications

on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the

minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and

operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.


ANNEXURE-II

Form No. MR-3

SECRETARIAL AUDIT REPORT

ST FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,


(CIN: L32104DL1979PLC009590)


New Delhi-110065

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to

good corporate practices by PRECISION ELECTRONICS LIMITED (hereinafter called “the Company”). Secretarial

Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory

compliances and expressing my opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records

maintained by the Company and also the information provided by the Company, its officers, agents and authorized

representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, stduring the audit period covering the financial year ended on 31 March, 2017 complied with the statutory provisions

listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the

extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the stCompany for the financial year ended on 31 March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines, to the extent applicable, prescribed under the Securities and

Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015;

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011;

c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009;

e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client;

(vi) Apprenticeship Act, 1961

(vii) Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

(viii) Employee State Insurance Act, 1948

(ix) The Equal Remuneration Act, 1976

(x) The Payment of Gratuity Act, 1972

(xi) The Minimum Wages Act, 1948

(xii) The Payment of Wages Act, 1936

(xiii) Industrial Employment (Standing Orders) Act, 1946

(xiv) Factories Act, 1948

(xv) Environmental Laws

(xvi) Service Tax Act, 1994

(xvii) Income Tax Act, 1961

(xviii)The Maternity Benefit Act, 1961

(xix) Excise Act, 1944

(xx) Customs Act, 1962

(xxi) Central Sales Tax & State VAT

(xxii) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

(xxiii)The Contract Labour (Regulation and Abolition) Act, 1970

(xxiv)The Payment of Bonus Act, 1965

(xxv) The Official Secrets Act, 1923

(xxvi)The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during

the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were

sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications

on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the

minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and

operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.


We further report that during the audit period the company has no specific events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. referred to above

For Munish K. Sharma & Associates

Company Secretaries

Sd/-Munish Kumar Sharma

Company Secretary

& Insolvency Professional

M. No.: F6031thDate: 10 August, 2017 C.P. No. 6460

Place: Kaushambi, Ghaziabad

Note: This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part of this

report.

‘Annexure A’

To,

The Members,


(CIN: L32104DL1979PLC009590)


New Delhi-110065

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.


Company Secretaries

Sd/-

Munish Kumar Sharma

Company Secretary




Annexure-III

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2017

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN L32104DL1979PLC009590

2 Registration Date 01.05.1979

3 Name of the Company Precision Electronics Limited

4 Category/Sub-category of the Company Company Limited by Shares/Indian Non-Government Company

5 Address of the Registered office & contact D-1081, New Friends Colony, New Delhi – 110025

details Tel: 120 2551556/7, 120 2555176/7, Fax No. 120 252 4337

6 Whether listed company Yes

7 Name, Address & contact details of the Skyline Financial Services Private LimitedRegistrar & Transfer Agent, if any. D-153A, 1st Floor, Okhla Industrial Area, Phase –I, New Delhi-110 020

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sr. No. Name and Description of main products / services NIC Code of % to total turnoverthe Product / Service of the Company

1 Communication Equipments 2630 53.24%

2 Services 29278 & 32208 12.62%

3 Infra Services (works contracts) 45202 & 45203 34.14%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN Name and address of the Company CIN/GLN Holding/ Subsidiary/ % of shares held Applicable Associate Section

1

2 N.A.

3

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year

[As on 01-04-2016] [As on 31-03-2017] % Change during the

Demat Physical Total % of Total Demat Physical Total % of Total year Shares Shares

A. Promoters

(1) Indian

a) Individual/ HUF 6,801,047 29,017 6,830,064 49.32% 6,801,047 29,017 6,830,064 49.32% 0.00%

b) Central Govt - - - 0.00% - - - 0.00% 0.00%

c) State Govt(s) - - - 0.00% - - - 0.00% 0.00%

d) Bodies Corp. 133,896 - 133,896 0.97% 133,896 - 133,896 0.97% 0.00%

e) Banks / FI - - - 0.00% - - - 0.00% 0.00%

f) Any other - - - 0.00% - - - 0.00% 0.00%

Sub Total (A) (1) 6,934,943 29,017 6,963,960 50.29% 6,934,943 29,017 6,963,960 50.29% 0.00%

No. of Shares held at the end of the year


We further report that during the audit period the company has no specific events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. referred to above


Company Secretaries


Company Secretary




Note: This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part of this

report.

‘Annexure A’

To,

The Members,


(CIN: L32104DL1979PLC009590)


New Delhi-110065

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.


Company Secretaries

Sd/-

Munish Kumar Sharma

Company Secretary




Annexure-III

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2017

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN L32104DL1979PLC009590

2 Registration Date 01.05.1979

3 Name of the Company Precision Electronics Limited

4 Category/Sub-category of the Company Company Limited by Shares/Indian Non-Government Company

5 Address of the Registered office & contact D-1081, New Friends Colony, New Delhi – 110025

details Tel: 120 2551556/7, 120 2555176/7, Fax No. 120 252 4337

6 Whether listed company Yes

7 Name, Address & contact details of the Skyline Financial Services Private LimitedRegistrar & Transfer Agent, if any. D-153A, 1st Floor, Okhla Industrial Area, Phase –I, New Delhi-110 020

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sr. No. Name and Description of main products / services NIC Code of % to total turnoverthe Product / Service of the Company

1 Communication Equipments 2630 53.24%

2 Services 29278 & 32208 12.62%

3 Infra Services (works contracts) 45202 & 45203 34.14%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN Name and address of the Company CIN/GLN Holding/ Subsidiary/ % of shares held Applicable Associate Section

1

2 N.A.

3

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year

[As on 01-04-2016] [As on 31-03-2017] % Change during the

Demat Physical Total % of Total Demat Physical Total % of Total year Shares Shares

A. Promoters

(1) Indian

a) Individual/ HUF 6,801,047 29,017 6,830,064 49.32% 6,801,047 29,017 6,830,064 49.32% 0.00%

b) Central Govt - - - 0.00% - - - 0.00% 0.00%

c) State Govt(s) - - - 0.00% - - - 0.00% 0.00%

d) Bodies Corp. 133,896 - 133,896 0.97% 133,896 - 133,896 0.97% 0.00%

e) Banks / FI - - - 0.00% - - - 0.00% 0.00%

f) Any other - - - 0.00% - - - 0.00% 0.00%

Sub Total (A) (1) 6,934,943 29,017 6,963,960 50.29% 6,934,943 29,017 6,963,960 50.29% 0.00%

No. of Shares held at the end of the year


(2) Foreign

a) NRI Individuals - - - 0.00% - - - 0.00% 0.00%

b) Other Individuals - 189,730 189,730 1.37% - 189,730 189,730 1.37% 0.00%

c) Bodies Corp. - 3,179,905 3,179,905 22.96% - 3,179,905 3,179,905 22.96% 0.00%

d) Banks/ FI - - - 0.00% - - - 0.00% 0.00%

e) Any other - - - 0.00% - - - 0.00% 0.00%

Sub Total (A) (2) - 3,369,635 3,369,635 24.33% - 3,369,635 3,369,635 24.33% 0.00%

TOTAL SHAREHOLDING

OF PROMOTER

(A)=(A)(1)+(A)(2) 6,934,943 3,398,652 10,333,595 74.62% 6,934,943 3,398,652 10,333,595 74.62% 0.00%

B. Public Shareholding

1. Institutions

a) Mutual Funds 7,840 860 8,700 0.06% 7,840 860 8,700 0.06% 0.00%

b) Banks / FI 100 2,950 3,050 0.02% 100 2,950 3,050 0.02% 0.00%

c) Central Govt - - - 0.00% - - - 0.00% 0.00%

d) State Govt(s) - - - 0.00% - - - 0.00% 0.00%

e) Venture Capital Funds - - - 0.00% - - - 0.00% 0.00%

f) Insurance Companies - - - 0.00% - - - 0.00% 0.00%

g) FIIs - - - 0.00% - - - 0.00% 0.00%

h) Foreign Venture Capital Funds - - - 0.00% - - - 0.00% 0.00%

i) Others (specify) - - - 0.00% - - - 0.00% 0.00%

Sub-total (B)(1):- 7,940 3,810 11,750 0.08% 7,940 3,810 11,750 0.08% 0.00%

2. Non-Institutions

a) Bodies Corp.

i) Indian 332,183 7,730 339,913 2.45% 191,551 7,730 199,281 1.44% -1.02%

ii) Overseas - - - 0.00% 0 0 0 0.00% 0.00%

b) Individuals - - - 0.00% 0 0 0 0.00% 0.00%

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 599,029 281,352 880,381 6.36% 640,815 278,394 919,209 6.64% 0.28%

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 1,009,872 1,099,730 2,109,602 15.23% 1,093,908 1,099,730 2,193,638 15.84% 0.61%

c) Others (specify) - - - 0.00% - - - 0.00% 0.00%

Non Resident Indians 3568 382 3,950 0.03% 3895 382 4277 0.03% 0.00%

Overseas Corporate Bodies - - - 0.00% - - - 0.00% 0.00%

Foreign Nationals - - - 0.00% - - - 0.00% 0.00%

HUF 169,221 _ 169,221 1.22% 186,746 - 186,746 1.35% 0.13%

Clearing Members 100 _ 100 0.00% 16 - 16 0.00% 0.00%

Trusts - - - 0.00% _ _ - 0.00% 0.00%

Foreign Bodies - D R - - - 0.00% _ _ - 0.00% 0.00%

Sub-total (B)(2):- 2,113,973 1,389,194 3,503,167 25.30% 2,116,931 1,386,236 3,503,167 25.30% 0.00%

Total Public (B) 2,121,913 1,393,004 3,514,917 25.38% 2,124,871 1,390,046 3,514,917 25.38% 0.00%

C. Shares held by Custodian for GDRs & ADRs - - - 0.00% - - - 0.00% 0.00%

Grand Total (A+B+C) 9,056,856 4,791,656 13,848,512 100.00% 9,059,814 4,788,698 13,848,512 100.00% 0.00%%


(ii) Shareholding of Promoter

SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year

No. of % of total % of Shares No. of % of total % of Shares % changeShares Shares of Pledged/ Shares Shares of Pledged/ in

the encumbered the encumbered shareholdingcompany to total company to total during

the year

1 Knowledge Holdings &

Investments Pte. Ltd. 3,179,905 22.96% - 3,179,905 22.96% - 0.00%

2 Hans-Jurgen Wagner

Prop. Wagner 189,730 1.37% - 189,730 1.37% - 0.00%

3 Ashok Kumar Kanodia 3,087,734 22.30% - 3,087,734 22.30% - 0.00%

4 Pradeep Kanodia 3,104,235 22.42% - 3,104,235 22.42% - 0.00%

5 Ashok Kanodia 80,042 0.58% - 80,042 0.58% - 0.00%

6 Pradeep Kanodia 87,682 0.63% - 87,682 0.63% - 0.00%

7 Kunal Kanodia 79,079 0.57% - 79,079 0.57% - 0.00%

8 Alka Kanodia 78,547 0.57% - 78,547 0.57% - 0.00%

9 Manjari Kanoi 29,017 0.21% - 29,017 0.21% - 0.00%

10 Nikhil Kanodia 81,519 0.59% - 81,519 0.59% - 0.00%

11 Veena Kanodia 87,527 0.63% - 87,527 0.63% - 0.00%

12 Gauri Kanodia 20,085 0.15% - 20,085 0.15% - 0.00%

13 Vidur Kanodia 94,597 0.68% - 94,597 0.68% - 0.00%

14 SNK Farms Pvt. Ltd. 43,880 0.32% - 43,880 0.32% - 0.00%

15 Advance Plantations Pvt. Ltd. 5,067 0.04% - 5,067 0.04% - 0.00%

16 Manjari Farms Pvt. Ltd. 44,607 0.32% - 44,607 0.32% - 0.00%

17 V M Farms Pvt. Ltd. 15,125 0.11% - 15,125 0.11% - 0.00%

18 SNK Electronics (P) Ltd. 6,467 0.05% - 6,467 0.05% - 0.00%

19 Linkers Advertising &

Marketing Pvt. Ltd. 18,750 0.14% - 18,750 0.14% - 0.00%

(iii) Change in Promoters’ Shareholding (please specify, if there is no change) No Change

SN Particulars Date Reason Shareholding at the Cumulative Shareholding beginning of the year during the year

No. of shares % of total No. of shares % ofshares total shares

At the beginning of the year 4/1/2016 10,333,595 74.62% 10,333,595 74.62%

Changes during the year 0.00% 0.00%

At the end of the year 03/31/2017 10,333,595 74.62% 10,333,595 74.62%

(2) Foreign

a) NRI Individuals - - - 0.00% - - - 0.00% 0.00%

b) Other Individuals - 189,730 189,730 1.37% - 189,730 189,730 1.37% 0.00%

c) Bodies Corp. - 3,179,905 3,179,905 22.96% - 3,179,905 3,179,905 22.96% 0.00%

d) Banks/ FI - - - 0.00% - - - 0.00% 0.00%

e) Any other - - - 0.00% - - - 0.00% 0.00%

Sub Total (A) (2) - 3,369,635 3,369,635 24.33% - 3,369,635 3,369,635 24.33% 0.00%

TOTAL SHAREHOLDING

OF PROMOTER

(A)=(A)(1)+(A)(2) 6,934,943 3,398,652 10,333,595 74.62% 6,934,943 3,398,652 10,333,595 74.62% 0.00%

B. Public Shareholding

1. Institutions

a) Mutual Funds 7,840 860 8,700 0.06% 7,840 860 8,700 0.06% 0.00%

b) Banks / FI 100 2,950 3,050 0.02% 100 2,950 3,050 0.02% 0.00%

c) Central Govt - - - 0.00% - - - 0.00% 0.00%

d) State Govt(s) - - - 0.00% - - - 0.00% 0.00%

e) Venture Capital Funds - - - 0.00% - - - 0.00% 0.00%

f) Insurance Companies - - - 0.00% - - - 0.00% 0.00%

g) FIIs - - - 0.00% - - - 0.00% 0.00%

h) Foreign Venture Capital Funds - - - 0.00% - - - 0.00% 0.00%

i) Others (specify) - - - 0.00% - - - 0.00% 0.00%

Sub-total (B)(1):- 7,940 3,810 11,750 0.08% 7,940 3,810 11,750 0.08% 0.00%

2. Non-Institutions

a) Bodies Corp.

i) Indian 332,183 7,730 339,913 2.45% 191,551 7,730 199,281 1.44% -1.02%

ii) Overseas - - - 0.00% 0 0 0 0.00% 0.00%

b) Individuals - - - 0.00% 0 0 0 0.00% 0.00%

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 599,029 281,352 880,381 6.36% 640,815 278,394 919,209 6.64% 0.28%

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 1,009,872 1,099,730 2,109,602 15.23% 1,093,908 1,099,730 2,193,638 15.84% 0.61%

c) Others (specify) - - - 0.00% - - - 0.00% 0.00%

Non Resident Indians 3568 382 3,950 0.03% 3895 382 4277 0.03% 0.00%

Overseas Corporate Bodies - - - 0.00% - - - 0.00% 0.00%

Foreign Nationals - - - 0.00% - - - 0.00% 0.00%

HUF 169,221 _ 169,221 1.22% 186,746 - 186,746 1.35% 0.13%

Clearing Members 100 _ 100 0.00% 16 - 16 0.00% 0.00%

Trusts - - - 0.00% _ _ - 0.00% 0.00%

Foreign Bodies - D R - - - 0.00% _ _ - 0.00% 0.00%

Sub-total (B)(2):- 2,113,973 1,389,194 3,503,167 25.30% 2,116,931 1,386,236 3,503,167 25.30% 0.00%

Total Public (B) 2,121,913 1,393,004 3,514,917 25.38% 2,124,871 1,390,046 3,514,917 25.38% 0.00%

C. Shares held by Custodian for GDRs & ADRs - - - 0.00% - - - 0.00% 0.00%

Grand Total (A+B+C) 9,056,856 4,791,656 13,848,512 100.00% 9,059,814 4,788,698 13,848,512 100.00% 0.00%%


(ii) Shareholding of Promoter

SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year

No. of % of total % of Shares No. of % of total % of Shares % changeShares Shares of Pledged/ Shares Shares of Pledged/ in

the encumbered the encumbered shareholdingcompany to total company to total during

the year

1 Knowledge Holdings &

Investments Pte. Ltd. 3,179,905 22.96% - 3,179,905 22.96% - 0.00%

2 Hans-Jurgen Wagner

Prop. Wagner 189,730 1.37% - 189,730 1.37% - 0.00%

3 Ashok Kumar Kanodia 3,087,734 22.30% - 3,087,734 22.30% - 0.00%

4 Pradeep Kanodia 3,104,235 22.42% - 3,104,235 22.42% - 0.00%

5 Ashok Kanodia 80,042 0.58% - 80,042 0.58% - 0.00%

6 Pradeep Kanodia 87,682 0.63% - 87,682 0.63% - 0.00%

7 Kunal Kanodia 79,079 0.57% - 79,079 0.57% - 0.00%

8 Alka Kanodia 78,547 0.57% - 78,547 0.57% - 0.00%

9 Manjari Kanoi 29,017 0.21% - 29,017 0.21% - 0.00%

10 Nikhil Kanodia 81,519 0.59% - 81,519 0.59% - 0.00%

11 Veena Kanodia 87,527 0.63% - 87,527 0.63% - 0.00%

12 Gauri Kanodia 20,085 0.15% - 20,085 0.15% - 0.00%

13 Vidur Kanodia 94,597 0.68% - 94,597 0.68% - 0.00%

14 SNK Farms Pvt. Ltd. 43,880 0.32% - 43,880 0.32% - 0.00%

15 Advance Plantations Pvt. Ltd. 5,067 0.04% - 5,067 0.04% - 0.00%

16 Manjari Farms Pvt. Ltd. 44,607 0.32% - 44,607 0.32% - 0.00%

17 V M Farms Pvt. Ltd. 15,125 0.11% - 15,125 0.11% - 0.00%

18 SNK Electronics (P) Ltd. 6,467 0.05% - 6,467 0.05% - 0.00%

19 Linkers Advertising &

Marketing Pvt. Ltd. 18,750 0.14% - 18,750 0.14% - 0.00%

(iii) Change in Promoters’ Shareholding (please specify, if there is no change) No Change

SN Particulars Date Reason Shareholding at the Cumulative Shareholding beginning of the year during the year





(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs)

SN For each of the Top Date Reason Shareholding at the Cumulative Shareholding 10 shareholders beginning of the year during the year


1 Gaurav Saraf

At the beginning of the year 4/1/2016 275,000 1.99% 275,000 1.99%

Changes during the year

At the end of the year 3/31/2017 275,000 1.99% 275,000 1.99%

2 Vanita Saraf




3 Sushma Saraf




4 Vaibhav Saraf




5 Lalitesh Katragadda




6 Pari Vishal Seth


Decrease 5/20/2016 Transfer (500) 0.00% 129,500 0.94%




7 Gunrekha Banka




8 Chitra Ramesh Seth




9 Manoj Kumar Banka




10 Ashok Alturi

At the beginning of the year 4/1/2016

increase 1/6/2017 Transfer 38,370 0.28% 38,370 0.28%





increase 2/24/2017 Transfer 606 0.00% 79,538 0.57%



:


(v) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key beginning of the year during the yearManagerial Personnel

No. of shares % of total No. of shares % of totalshares shares

1 Lt. Gen. (Dr.) Rajesh Pant (Retd.)

At the beginning of the year 4/1/2016 - 0.00% - 0.00%


At the end of the year 3/31/2017 - 0.00% - 0.00%

2 Mr. Ashok Kanodia




3 Mr. Suresh Vyas




4 Mr. S. K. Kataria




5 Mrs. Ranjna Gudoo




6 Mr. Deepto Roy


Changes during the year - 0.00% 0.00%

At the end of the year 3/31/2017 - 0.00% 0.00%

7 Mr. Anant Kanoi


Changes during the year - 0.00% - 0.00%


8 Mr. Rahul Goenka




9 Mr. Jagjit Singh Chopra




10 Ms. Veenita Puri



At the end of the year 3/31/2017 - 0.00% - 0.00%%

Date Reason Shareholding at the Cumulative Shareholding

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs)

SN For each of the Top Date Reason Shareholding at the Cumulative Shareholding 10 shareholders beginning of the year during the year


1 Gaurav Saraf




2 Vanita Saraf




3 Sushma Saraf




4 Vaibhav Saraf




5 Lalitesh Katragadda




6 Pari Vishal Seth






7 Gunrekha Banka




8 Chitra Ramesh Seth




9 Manoj Kumar Banka




10 Ashok Alturi

At the beginning of the year 4/1/2016






increase 2/24/2017 Transfer 606 0.00% 79,538 0.57%



:


(v) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key beginning of the year during the yearManagerial Personnel

No. of shares % of total No. of shares % of totalshares shares

1 Lt. Gen. (Dr.) Rajesh Pant (Retd.)




2 Mr. Ashok Kanodia




3 Mr. Suresh Vyas




4 Mr. S. K. Kataria




5 Mrs. Ranjna Gudoo




6 Mr. Deepto Roy




7 Mr. Anant Kanoi


Changes during the year - 0.00% - 0.00%


8 Mr. Rahul Goenka




9 Mr. Jagjit Singh Chopra




10 Ms. Veenita Puri



At the end of the year 3/31/2017 - 0.00% - 0.00%%

Date Reason Shareholding at the Cumulative Shareholding

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amt. Rs./Lacs)

Particulars Secured Loans Unsecured Deposits Total excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 44,608,503.00 35,361,793.00 - 79,970,296.00

ii) Interest due but not paid - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 44,608,503.00 35,361,793.00 - 79,970,296.00

Change in Indebtedness during the financial year

* Addition 11,629,239.00 12,074,569.00 - 23,703,808.00

* Reduction 975,341.00 1,042,485.00 - 2,017,826.00

Net Change 10,653,898.00 11,032,084.00 - 21,685,982.00

Indebtedness at the end of the financial year


ii) Interest due but not paid - 9,197,477.00 - 9,197,477.00


Total (i+ii+iii) 55,262,401.00 46,393,877.00 - 101,656,278.00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Name Mr. Ashok K Kanodia (Rs/Lac)

Designation Managing Director

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 1,968,240.00 1,968,240.00

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 159,600.00 159,600.00

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2 Stock Option

3 Sweat Equity

4 Commission (1% of Profit)

- as % of profit

- others, specify

5 Others, please specify

Total (A) 2,127,840.00 2,127,840.00

Ceiling as per the Act 8,400,000.00 8,400,000.00


B. Remuneration to other Directors

SN. Particulars of Remuneration Name of Directors Total Amount

Dr. Rajesh Mr. S.K. Mr. Suresh Mr. Anant Ms. Ranjna Mr. Deepto Mr. Rahul (Rs/Lac)Pant Kataria Vyas Kanoi Gudoo Roy Goenka

1 Independent Directors

Fee for attending board committee meetings - 195,000 160,000 45,000 - - - 400,000

Commission

Others, please specify

Total (1) - 195,000 160,000 45,000 - - - 400,000

2 Other Non-Executive Directors 50,000 137,500 52,500 50,000 290,000

Fee for attending board committee meetings - - - -

Commission


Total (2) 50,000 - - - 137,500 52,500 50,000 290,000

Total (B)=(1+2) 50,000 195,000 160,000 45,000 137,500 52,500 50,000 690,000

Total Managerial Remuneration* - - - - - - - -

Overall Ceiling as per the Act - - - - - - - -

Total Remuneration to Managing Director, Whole Time Directors and other Directors(being the total of A & B).

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SN. Particulars of Remuneration Name of Key Managerial Personnel Total Amount

Name Ashok K Jagjit Singh Veenita Puri (Rs/Lac)Kanodia Chopra

Designation MD/CEO CFO CS

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 1,968,240 1,662,922 403,113 4,034,275

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 159,600 45,000 - 204,600

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - - - -

2 Stock Option -

3 Sweat Equity -

4 Commission

- as % of profit -

- others, specify -

5 Others, please specify -

Total 2,127,840 1,707,922 403,113 4,238,875

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Description Punishment/ NCLT/ COURT] if any (give

Compounding Details)fees imposed

A. COMPANY

Penalty

Punishment NIL

Compounding

B. DIRECTORS

Penalty

Punishment NIL

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment NIL

Compounding

Brief Details of Penalty / Authority [RD / Appeal made,

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amt. Rs./Lacs)

Particulars Secured Loans Unsecured Deposits Total excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year


ii) Interest due but not paid - - -


Total (i+ii+iii) 44,608,503.00 35,361,793.00 - 79,970,296.00

Change in Indebtedness during the financial year

* Addition 11,629,239.00 12,074,569.00 - 23,703,808.00

* Reduction 975,341.00 1,042,485.00 - 2,017,826.00

Net Change 10,653,898.00 11,032,084.00 - 21,685,982.00

Indebtedness at the end of the financial year


ii) Interest due but not paid - 9,197,477.00 - 9,197,477.00


Total (i+ii+iii) 55,262,401.00 46,393,877.00 - 101,656,278.00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Name Mr. Ashok K Kanodia (Rs/Lac)

Designation Managing Director

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 1,968,240.00 1,968,240.00

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 159,600.00 159,600.00

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2 Stock Option

3 Sweat Equity

4 Commission (1% of Profit)

- as % of profit

- others, specify

5 Others, please specify

Total (A) 2,127,840.00 2,127,840.00

Ceiling as per the Act 8,400,000.00 8,400,000.00


B. Remuneration to other Directors

SN. Particulars of Remuneration Name of Directors Total Amount

Dr. Rajesh Mr. S.K. Mr. Suresh Mr. Anant Ms. Ranjna Mr. Deepto Mr. Rahul (Rs/Lac)Pant Kataria Vyas Kanoi Gudoo Roy Goenka

1 Independent Directors

Fee for attending board committee meetings - 195,000 160,000 45,000 - - - 400,000

Commission


Total (1) - 195,000 160,000 45,000 - - - 400,000

2 Other Non-Executive Directors 50,000 137,500 52,500 50,000 290,000

Fee for attending board committee meetings - - - -

Commission


Total (2) 50,000 - - - 137,500 52,500 50,000 290,000

Total (B)=(1+2) 50,000 195,000 160,000 45,000 137,500 52,500 50,000 690,000

Total Managerial Remuneration* - - - - - - - -

Overall Ceiling as per the Act - - - - - - - -

Total Remuneration to Managing Director, Whole Time Directors and other Directors(being the total of A & B).

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SN. Particulars of Remuneration Name of Key Managerial Personnel Total Amount

Name Ashok K Jagjit Singh Veenita Puri (Rs/Lac)Kanodia Chopra

Designation MD/CEO CFO CS

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 1,968,240 1,662,922 403,113 4,034,275

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 159,600 45,000 - 204,600

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - - - -

2 Stock Option -

3 Sweat Equity -

4 Commission

- as % of profit -

- others, specify -

5 Others, please specify -

Total 2,127,840 1,707,922 403,113 4,238,875

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Description Punishment/ NCLT/ COURT] if any (give

Compounding Details)fees imposed

A. COMPANY

Penalty

Punishment NIL

Compounding

B. DIRECTORS

Penalty

Punishment NIL

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment NIL

Compounding

Brief Details of Penalty / Authority [RD / Appeal made,

ANNEXURE-IV

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

Information as required under the Companies Act, 2013 is given hereunder:

(A) CONSERVATION OF ENERGY

1) The Steps taken or impact on conservation of energy :

The Company continues to follow a regular schedule of preventive maintenance and servicing of all its

energy intensive machine and equipment to ensure their optimum operation. Nearly 35% of the lights have

been converted by LED lights.

2) The Steps taken by the company for utilizing alternate sources of energy:

Due to financial crunch, the proposed roof top solar energy generation has been put on hold for the time

being.

3) The Capital investment on energy conservation equipment:

No capital expenditure has been incurred on energy conservation equipment during the financial year

2016-17.

(B) TECHNOLOGY ABSORPTION

1) Efforts, in brief

Our design and development efforts are geared towards increasing the local content in all our products. The

control card for the Power Distribution Unit (PDU) supplied to GE Healthcare for their CT scan machine is

currently being imported from China. In consultation with the customer, PEL has designed the control card in

house. The prototype has been tested. Efforts are on to optimize the product by trying to incorporate indigenous

components.

2) Benefits

i. Dependence on a single source of supply will end.

ii. PEL will have total control on time, cost, quality of the product and the supply chain.

iii. The effort will be leveraged for prototyping another variant of the current PDU. This will benefit the

customer and the supply chain will be robust and responsive.

3) Information regarding technology imported during last 3 years:

No new technology has been imported during the last 3 years.

4) Expenditure on R&D:

(a) Capital Rs. NIL

(b) Recurring Rs. 152.92L

(c) Total Rs. 152.92L

Total R&D as a Percentage of total turnover: 6.27%

(D) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The detailed information in respect of Foreign Exchange Earnings and Outgo has been given in ‘Note on

Accounts’ forming part of “Annual Accounts 2016-17”.


ANNEXURE -V

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

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2016-17, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

S.No. Name of Director/KMP Remuneration % of increase Ratio of Comparison ofand Designation of Director/ of remuneration remuneration to the Remuneration of the

KMP for in FY 2016-17 each Director/KMP Director/ KMP against the FY 2016-17 to median performance of the Company

remunerationof employees

Managing Director KMP is slightly low in

comparison to the market

2 Mr. Jagjit Singh Chopra 16,62,922 NIL 8.10 trend because the Company is

Chief Finance Officer going through cash crunch

scenario and has not declared

4 Ms. Veenita Puri 4,03,113 NIL 1.96 any incentive during FY

Company Secretary (2016-2017).

ii. The median remuneration of employees of the Company during the financial year was Rs. 2.06L

iii. In the financial year, there was a decrease of 48 % in the median remuneration of employees

iv. There were 171 permanent employees on the rolls of Company as on March 31, 2017

v. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2016-17 was 5.0%

1 Mr. Ashok K Kanodia 21, 27,840 NIL 10.34 The remuneration of Director/

ANNEXURE-IV

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

Information as required under the Companies Act, 2013 is given hereunder:

(A) CONSERVATION OF ENERGY

1) The Steps taken or impact on conservation of energy :

The Company continues to follow a regular schedule of preventive maintenance and servicing of all its

energy intensive machine and equipment to ensure their optimum operation. Nearly 35% of the lights have

been converted by LED lights.

2) The Steps taken by the company for utilizing alternate sources of energy:

Due to financial crunch, the proposed roof top solar energy generation has been put on hold for the time

being.

3) The Capital investment on energy conservation equipment:

No capital expenditure has been incurred on energy conservation equipment during the financial year

2016-17.

(B) TECHNOLOGY ABSORPTION

1) Efforts, in brief

Our design and development efforts are geared towards increasing the local content in all our products. The

control card for the Power Distribution Unit (PDU) supplied to GE Healthcare for their CT scan machine is

currently being imported from China. In consultation with the customer, PEL has designed the control card in

house. The prototype has been tested. Efforts are on to optimize the product by trying to incorporate indigenous

components.

2) Benefits

i. Dependence on a single source of supply will end.

ii. PEL will have total control on time, cost, quality of the product and the supply chain.

iii. The effort will be leveraged for prototyping another variant of the current PDU. This will benefit the

customer and the supply chain will be robust and responsive.

3) Information regarding technology imported during last 3 years:

No new technology has been imported during the last 3 years.

4) Expenditure on R&D:

(a) Capital Rs. NIL

(b) Recurring Rs. 152.92L

(c) Total Rs. 152.92L

Total R&D as a Percentage of total turnover: 6.27%

(D) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The detailed information in respect of Foreign Exchange Earnings and Outgo has been given in ‘Note on

Accounts’ forming part of “Annual Accounts 2016-17”.


ANNEXURE -V

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

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2016-17, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

S.No. Name of Director/KMP Remuneration % of increase Ratio of Comparison ofand Designation of Director/ of remuneration remuneration to the Remuneration of the

KMP for in FY 2016-17 each Director/KMP Director/ KMP against the FY 2016-17 to median performance of the Company

remunerationof employees

Managing Director KMP is slightly low in

comparison to the market

2 Mr. Jagjit Singh Chopra 16,62,922 NIL 8.10 trend because the Company is

Chief Finance Officer going through cash crunch

scenario and has not declared

4 Ms. Veenita Puri 4,03,113 NIL 1.96 any incentive during FY

Company Secretary (2016-2017).

ii. The median remuneration of employees of the Company during the financial year was Rs. 2.06L

iii. In the financial year, there was a decrease of 48 % in the median remuneration of employees

iv. There were 171 permanent employees on the rolls of Company as on March 31, 2017

v. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2016-17 was 5.0%

1 Mr. Ashok K Kanodia 21, 27,840 NIL 10.34 The remuneration of Director/

CORPORATE GOVERNANCE REPORT

Corporate Governance is a code of conduct which guides and instructs the Board of Directors of the Company to

govern the affairs of the Company in a manner most beneficial to the interest of the Shareholders, the Creditors, the

Government and the Society at large.

A. MANDATORY DISCLOSURES

1. PRECISION’S PHILOSOPHY ON CORPORATE GOVERNANCE

As a good corporate citizen, your Company is committed to good corporate governance and believes in

attainment of highest level of transparency, accountability, integrity in all its operation and places emphasis on

responsible conduct. Disclosure relating to Company’s operation and financial performance are made to

stakeholders.

2. BOARD OF DIRECTORS

Composition

The composition of the Board of Directors of the Company is guided by the requirements of Companies Act 2013

and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company

has an optimum combination of Executive and Non-Executive Directors. As on March 31, 2017, the Board of the

Company consists of Eight (8) Directors comprising of one executive director, four non-executive directors

including a woman director and three non executive independent directors. The ratio between executive and non-

executive director is 1:7. Lt Gen (Dr.) Rajesh Pant PVSM, AVSM, VSM (Retd.) has been appointed as the non-

executive chairman of the Company w.e.f July 27, 2015 and is actively involved and is contributing in developing

and promoting the interests of the Company.

None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5

Committees (pursuant to requirement of Regulation 26 of Listing Regulations, 2015) across all the public

Companies in which he/she is a Director. Necessary disclosures regarding Committee positions in other public

Companies for the year ended March 31, 2017 have been made by the Directors and taken on note in the Board

meeting held on May 29, 2017.

The composition of the Board of Directors along with their brief resume as on March 31, 2017 is given as under:

Lt. Gen. (Dr.) Rajesh Pant PVSM, AVSM, VSM (Retd.)

Lt. Gen. (Dr) Rajesh Pant PVSM, AVSM, VSM (Retd.) is Ph D in Information Security Metrics (2014), M. Tech in

Telecom & Remote Sensing from IIT Kharagpur, Master of Management Studies from Osmania University,

Hyderabad, M. Phil in National Security from Chennai University. He undertook an Independent Directors

Course from MDI, Gurgaon in 2014.

Over forty years of unblemished and disciplined service to the Nation as a Leader and Mentor in the glorious

Indian Army. He is a renowned techno-scholar-warrior with experience of Sri Lanka and Kargil operations and

has processed three patents in previous establishment through visionary and innovative academic leadership. He

is a Founder member of India’s indigenous Electronic Warfare (EW) programme, author of Indian Army’s

Information Warfare Doctrine (2004) and has evaluated EW Systems in France, Israel, South Africa, Argentina.

He is also an initiator of Battlefield Management Systems for entire Indian Army, second largest in world and

managed projects of over Rs 5,000 crore value. He displayed outstanding integrity and superannuated after

reaching highest rank of Lieutenant General in Signals on June 30, 2014.

He has been awarded on Jan 26, 2000 - Vishisht Sewa Medal (VSM) by President of India, Jan 26, 2013 - Ati Vishisht

Sewa Medal (AVSM) by President of India, July 20, 2013 - IETE National Award for ICT & Cyber Training

Initiatives, Jan 15, 2014 - Unit Citation (of excellence) for leadership of previous technical training organization,

Military College of Telecom Engineering, Mhow (MP), Jan 26, 2015– Awarded Param Vishisht Sewa Medal

(PVSM) by President for distinguished service of the most exceptional order.


Mr. Ashok Kumar Kanodia – Managing Director

Mr. Ashok K Kanodia has over 38 years of experience in the field of Electronics and is the founder, promoter

director of “Precision Electronics Ltd.”. He completed B.Sc with Physics honours from St Xavier College, Kolkata

(Calcutta University) in 1970 and thereafter went for higher education to the prestigious Massachusetts Institute

of Technology (MIT), USA where he graduated in Electrical Engineering and Business Management. He has

always been associated with various committees formulated for policy making. His leadership extends to shaping

National Policies and Regulations as Member of the IT/Telecom Hardware Task Force set up by the Prime

Minister of India and as President of the Telecommunication Equipment Manufacturers Association (TEMA) of

India, the only Government recognized association of domestic telecom equipment manufacturers. He served

back-to-back terms from 1999-2001.

He was one of the four industry representatives in the “Kelkar Committee” set up by the Defence Minister

‘Towards strengthening self-reliance in Defence preparedness’, where the focus of the committee was to

recommend policy measures and procedures to facilitate participation of the Private industry in National Defence

capability building.

He is currently the Chairman of the Specialist group on Defence MSME in the Confederation of Indian Industry

(CII) and a National Defence Committee Member of the Federation of Indian Chambers of Commerce and

Industry (FICCI) and Associated Chambers of Commerce (ASSOCHAM), apex Forums for Industry in India and

has made several contributions as industry representative in Defence international seminars, exhibitions and led

industry delegations around the world. He is an acknowledged spokesperson of the Defence MSME units in

India. He is highly qualified and extremely well regarded in the industry, both in India as well as internationally.

Mr. Rahul Goenka – Non Executive Director

Mr. Rahul Goenka has been a Director on the Board of the Company since September 25, 2004. He is a Commerce

graduate and an MBA from Clark University, Worcester, USA having over 2 years of work experience with

Consultants Inc., Boston USA one of the leading Technology Solutions Provider in the world. Presently he is a

Director with Apparel & Textiles manufacturing and export company that employs over a 1000 people across 3

manufacturing sites and exports their products to some of the best known brands in UK. Mr. Rahul Goenka has in

depth knowledge and experience of manufacturing and international trade. He is liable to retire by rotation at

forthcoming Annual General Meeting and being eligible has offered himself for reappointment.

Mr. Deepto Roy – Non Executive Director

Mr. Deepto Roy is a graduate with BA, LLB Hons from the West Bengal National University of Juridical Sciences

and has been admitted to the Bar Council of Maharashtra and Goa since 2005. He is a corporate lawyer

specializing in projects, infrastructure, Companies Law and Foreign Direct Investment. His acumen on his subject

proved highly beneficial during his span of association with the Company.

Ms. Ranjna Gudoo – Non Executive Director

Ms. Ranjna Gudoo is a graduate with BA, LLB. She has retired as DGM – Law of Power Grid Corporation of India

Ltd (PGCIL) and has been an in-house lawyer for twenty seven years in the Power Sector with NTPC and PGCIL.

She has acted as Borrower’s Counsel to Indian Financial Institutions, International Banks, Multilateral agencies

including World Bank and ADB for financial closure of the projects. She has extensive experience in drafting of

commercial contracts and has handled litigation matters on behalf of PGCIL.

Mr. Anant Kanoi – Non Executive Independent Director

He holds a degree in Industrial & Operations Engineering from the University of Michigan, Ann Arbor (USA)

where he specialized in Lean Manufacturing & Supply Chain Mgmt. He is currently heading Bhabani Pigments

Pvt. Ltd., one of India’s leading manufacturer of Phthalocyanine pigments which are used in industries like

paints, printing inks, plastics and textiles etc. He also has had prior experience of working with international

companies like Pepsi Co and Ford Motor Company in the past. He is a former President of The Entrepreneurs

Organization (EO) New Delhi.

CORPORATE GOVERNANCE REPORT

Corporate Governance is a code of conduct which guides and instructs the Board of Directors of the Company to

govern the affairs of the Company in a manner most beneficial to the interest of the Shareholders, the Creditors, the

Government and the Society at large.

A. MANDATORY DISCLOSURES

1. PRECISION’S PHILOSOPHY ON CORPORATE GOVERNANCE

As a good corporate citizen, your Company is committed to good corporate governance and believes in

attainment of highest level of transparency, accountability, integrity in all its operation and places emphasis on

responsible conduct. Disclosure relating to Company’s operation and financial performance are made to

stakeholders.

2. BOARD OF DIRECTORS

Composition

The composition of the Board of Directors of the Company is guided by the requirements of Companies Act 2013

and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company

has an optimum combination of Executive and Non-Executive Directors. As on March 31, 2017, the Board of the

Company consists of Eight (8) Directors comprising of one executive director, four non-executive directors

including a woman director and three non executive independent directors. The ratio between executive and non-

executive director is 1:7. Lt Gen (Dr.) Rajesh Pant PVSM, AVSM, VSM (Retd.) has been appointed as the non-

executive chairman of the Company w.e.f July 27, 2015 and is actively involved and is contributing in developing

and promoting the interests of the Company.

None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5

Committees (pursuant to requirement of Regulation 26 of Listing Regulations, 2015) across all the public

Companies in which he/she is a Director. Necessary disclosures regarding Committee positions in other public

Companies for the year ended March 31, 2017 have been made by the Directors and taken on note in the Board

meeting held on May 29, 2017.

The composition of the Board of Directors along with their brief resume as on March 31, 2017 is given as under:

Lt. Gen. (Dr.) Rajesh Pant PVSM, AVSM, VSM (Retd.)

Lt. Gen. (Dr) Rajesh Pant PVSM, AVSM, VSM (Retd.) is Ph D in Information Security Metrics (2014), M. Tech in

Telecom & Remote Sensing from IIT Kharagpur, Master of Management Studies from Osmania University,

Hyderabad, M. Phil in National Security from Chennai University. He undertook an Independent Directors

Course from MDI, Gurgaon in 2014.

Over forty years of unblemished and disciplined service to the Nation as a Leader and Mentor in the glorious

Indian Army. He is a renowned techno-scholar-warrior with experience of Sri Lanka and Kargil operations and

has processed three patents in previous establishment through visionary and innovative academic leadership. He

is a Founder member of India’s indigenous Electronic Warfare (EW) programme, author of Indian Army’s

Information Warfare Doctrine (2004) and has evaluated EW Systems in France, Israel, South Africa, Argentina.

He is also an initiator of Battlefield Management Systems for entire Indian Army, second largest in world and

managed projects of over Rs 5,000 crore value. He displayed outstanding integrity and superannuated after

reaching highest rank of Lieutenant General in Signals on June 30, 2014.

He has been awarded on Jan 26, 2000 - Vishisht Sewa Medal (VSM) by President of India, Jan 26, 2013 - Ati Vishisht

Sewa Medal (AVSM) by President of India, July 20, 2013 - IETE National Award for ICT & Cyber Training

Initiatives, Jan 15, 2014 - Unit Citation (of excellence) for leadership of previous technical training organization,

Military College of Telecom Engineering, Mhow (MP), Jan 26, 2015– Awarded Param Vishisht Sewa Medal

(PVSM) by President for distinguished service of the most exceptional order.


Mr. Ashok Kumar Kanodia – Managing Director

Mr. Ashok K Kanodia has over 38 years of experience in the field of Electronics and is the founder, promoter

director of “Precision Electronics Ltd.”. He completed B.Sc with Physics honours from St Xavier College, Kolkata

(Calcutta University) in 1970 and thereafter went for higher education to the prestigious Massachusetts Institute

of Technology (MIT), USA where he graduated in Electrical Engineering and Business Management. He has

always been associated with various committees formulated for policy making. His leadership extends to shaping

National Policies and Regulations as Member of the IT/Telecom Hardware Task Force set up by the Prime

Minister of India and as President of the Telecommunication Equipment Manufacturers Association (TEMA) of

India, the only Government recognized association of domestic telecom equipment manufacturers. He served

back-to-back terms from 1999-2001.

He was one of the four industry representatives in the “Kelkar Committee” set up by the Defence Minister

‘Towards strengthening self-reliance in Defence preparedness’, where the focus of the committee was to

recommend policy measures and procedures to facilitate participation of the Private industry in National Defence

capability building.

He is currently the Chairman of the Specialist group on Defence MSME in the Confederation of Indian Industry

(CII) and a National Defence Committee Member of the Federation of Indian Chambers of Commerce and

Industry (FICCI) and Associated Chambers of Commerce (ASSOCHAM), apex Forums for Industry in India and

has made several contributions as industry representative in Defence international seminars, exhibitions and led

industry delegations around the world. He is an acknowledged spokesperson of the Defence MSME units in

India. He is highly qualified and extremely well regarded in the industry, both in India as well as internationally.

Mr. Rahul Goenka – Non Executive Director

Mr. Rahul Goenka has been a Director on the Board of the Company since September 25, 2004. He is a Commerce

graduate and an MBA from Clark University, Worcester, USA having over 2 years of work experience with

Consultants Inc., Boston USA one of the leading Technology Solutions Provider in the world. Presently he is a

Director with Apparel & Textiles manufacturing and export company that employs over a 1000 people across 3

manufacturing sites and exports their products to some of the best known brands in UK. Mr. Rahul Goenka has in

depth knowledge and experience of manufacturing and international trade. He is liable to retire by rotation at

forthcoming Annual General Meeting and being eligible has offered himself for reappointment.

Mr. Deepto Roy – Non Executive Director

Mr. Deepto Roy is a graduate with BA, LLB Hons from the West Bengal National University of Juridical Sciences

and has been admitted to the Bar Council of Maharashtra and Goa since 2005. He is a corporate lawyer

specializing in projects, infrastructure, Companies Law and Foreign Direct Investment. His acumen on his subject

proved highly beneficial during his span of association with the Company.

Ms. Ranjna Gudoo – Non Executive Director

Ms. Ranjna Gudoo is a graduate with BA, LLB. She has retired as DGM – Law of Power Grid Corporation of India

Ltd (PGCIL) and has been an in-house lawyer for twenty seven years in the Power Sector with NTPC and PGCIL.

She has acted as Borrower’s Counsel to Indian Financial Institutions, International Banks, Multilateral agencies

including World Bank and ADB for financial closure of the projects. She has extensive experience in drafting of

commercial contracts and has handled litigation matters on behalf of PGCIL.

Mr. Anant Kanoi – Non Executive Independent Director

He holds a degree in Industrial & Operations Engineering from the University of Michigan, Ann Arbor (USA)

where he specialized in Lean Manufacturing & Supply Chain Mgmt. He is currently heading Bhabani Pigments

Pvt. Ltd., one of India’s leading manufacturer of Phthalocyanine pigments which are used in industries like

paints, printing inks, plastics and textiles etc. He also has had prior experience of working with international

companies like Pepsi Co and Ford Motor Company in the past. He is a former President of The Entrepreneurs

Organization (EO) New Delhi.

Mr. Suresh Vyas – Non Executive Independent Director

Mr. Suresh Vyas is a Fellow Member of the Institute of Chartered Accountant of India having an experience of

around 29 years in the industry and is handling various projects at national and international level. He has

mastered the activities relating to corporate world such as corporate law matter, acquisitions and mergers, liaison

with Government agencies etc.

Mr. Sharvan Kumar Kataria – Non Executive Independent Director

Mr. Sharvan Kumar Kataria is a practicing Chartered Accountant since 1983 and has an expertise in Corporate

Laws, Income Tax, Direct Taxes, Indirect Taxes, Accounts and Audit Laws, Tax Planning, Tax management and

Tax Jurisprudence and has many publications to his credit in the above subjects.

Meetings & Attendance

Dates of Board Meetings are fixed in advance and agenda papers are circulated to Directors within time as

stipulated under various provisions of Companies Act, 2013.

During the financial year 2016-17 Five (5) Board Meetings were held: May 21, 2016, August 8, 2016, November 14,

2016, December 10, 2016 and February 11, 2017. The intervening period between the Board Meetings were within

the maximum time gap prescribed under Companies Act, 2013 and Listing Regulations, 2015.

Directors’ Attendance Records and Directorships held:

Name of Directors Category No. of Attended No. of No of otherBoard last other Board Committees

Meeting AGM Director- in which heAttended ships is member/

Chairperson.

Chairman Member

Lt. Gen. (Dr.) Rajesh Pant (Retd.) Chairman 5 Yes - - -(NED)

Mr. Ashok Kumar Kanodia MD 5 Yes - - -

Mr. Rahul Goenka NED 2 Yes - 1 -

Mr. Deepto Roy NED 3 No - - 1

Mrs. Ranjna Gudoo NED 5 Yes - - 1

Mr. Sharvan Kumar Kataria NEID 5 Yes - 1 1

Mr. Anant Kanoi NEID 1 No - - 1

Mr. Suresh Vyas NEID 4 Yes - - 2

Note 1: MD-Managing Director, NED-Non-Executive Director & NEID- Non-Executive Independent Director.

Note 2: Number of other directorship includes directorship in other listed companies only and other committees refers

to their position as chairman / member in audit / stakeholder committees only.

The last Annual General Meeting was held on September 15, 2016.

During the year, all the relevant information required to be placed before the Board of Directors as per SEBI (LODR)

Regulations, 2015 are considered and taken on record/approved by the Board. Further, the Board periodically reviews

Compliance Reports in respect of laws and regulations applicable to the Company.

None of the Non Executive Director is holding any share in the Company.

The details of familiarisation programmes imparted to independent directors is given at company’s website at

www.pel-india.com


3. AUDIT COMMITTEE

Powers

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal or other professional advice.

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

Terms of Reference

The Audit Committee has been entrusted with the job of reviewing the reports of the Internal Auditors and the

Statutory Auditors periodically and discussing their findings and suggesting corrective measures. The role of the

Audit Committee is as follows:

• Oversight of the Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible.

• Recommending for the appointment, remuneration and terms of appointment of the auditor.

• Approval of payment to statutory Auditors for any other services rendered by the statutory Auditors.

• Reviewing with the management, the Annual Financial Statements before submission to the Board for

approval, with particular reference to :

a. Matters required to be included in the Directors responsibility Statements to be included in the Board’s

report in terms of Clause(c) of sub-section 3 of Section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgement by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

• Reviewing, with the management, the quarterly Financial Statements before submission to the Board for

approval.

• Reviewing with the management, the statement of uses/application of funds raised through an issue (public

issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated

in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring

the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board

to take up steps in this matter.

• Reviewing and monitor the auditor’s independence and performance, and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the Company with related parties.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Evaluation of internal financial controls and risk management systems.

• Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal

control systems.

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and

frequency of Internal Audit.

Mr. Suresh Vyas – Non Executive Independent Director

Mr. Suresh Vyas is a Fellow Member of the Institute of Chartered Accountant of India having an experience of

around 29 years in the industry and is handling various projects at national and international level. He has

mastered the activities relating to corporate world such as corporate law matter, acquisitions and mergers, liaison

with Government agencies etc.

Mr. Sharvan Kumar Kataria – Non Executive Independent Director

Mr. Sharvan Kumar Kataria is a practicing Chartered Accountant since 1983 and has an expertise in Corporate

Laws, Income Tax, Direct Taxes, Indirect Taxes, Accounts and Audit Laws, Tax Planning, Tax management and

Tax Jurisprudence and has many publications to his credit in the above subjects.

Meetings & Attendance

Dates of Board Meetings are fixed in advance and agenda papers are circulated to Directors within time as

stipulated under various provisions of Companies Act, 2013.

During the financial year 2016-17 Five (5) Board Meetings were held: May 21, 2016, August 8, 2016, November 14,

2016, December 10, 2016 and February 11, 2017. The intervening period between the Board Meetings were within

the maximum time gap prescribed under Companies Act, 2013 and Listing Regulations, 2015.

Directors’ Attendance Records and Directorships held:

Name of Directors Category No. of Attended No. of No of otherBoard last other Board Committees

Meeting AGM Director- in which heAttended ships is member/

Chairperson.

Chairman Member

Lt. Gen. (Dr.) Rajesh Pant (Retd.) Chairman 5 Yes - - -(NED)

Mr. Ashok Kumar Kanodia MD 5 Yes - - -

Mr. Rahul Goenka NED 2 Yes - 1 -

Mr. Deepto Roy NED 3 No - - 1

Mrs. Ranjna Gudoo NED 5 Yes - - 1

Mr. Sharvan Kumar Kataria NEID 5 Yes - 1 1

Mr. Anant Kanoi NEID 1 No - - 1

Mr. Suresh Vyas NEID 4 Yes - - 2

Note 1: MD-Managing Director, NED-Non-Executive Director & NEID- Non-Executive Independent Director.

Note 2: Number of other directorship includes directorship in other listed companies only and other committees refers

to their position as chairman / member in audit / stakeholder committees only.

The last Annual General Meeting was held on September 15, 2016.

During the year, all the relevant information required to be placed before the Board of Directors as per SEBI (LODR)

Regulations, 2015 are considered and taken on record/approved by the Board. Further, the Board periodically reviews

Compliance Reports in respect of laws and regulations applicable to the Company.

None of the Non Executive Director is holding any share in the Company.

The details of familiarisation programmes imparted to independent directors is given at company’s website at

www.pel-india.com


3. AUDIT COMMITTEE

Powers

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal or other professional advice.

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

Terms of Reference

The Audit Committee has been entrusted with the job of reviewing the reports of the Internal Auditors and the

Statutory Auditors periodically and discussing their findings and suggesting corrective measures. The role of the

Audit Committee is as follows:

• Oversight of the Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible.

• Recommending for the appointment, remuneration and terms of appointment of the auditor.

• Approval of payment to statutory Auditors for any other services rendered by the statutory Auditors.

• Reviewing with the management, the Annual Financial Statements before submission to the Board for

approval, with particular reference to :

a. Matters required to be included in the Directors responsibility Statements to be included in the Board’s

report in terms of Clause(c) of sub-section 3 of Section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgement by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

• Reviewing, with the management, the quarterly Financial Statements before submission to the Board for

approval.

• Reviewing with the management, the statement of uses/application of funds raised through an issue (public

issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated

in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring

the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board

to take up steps in this matter.

• Reviewing and monitor the auditor’s independence and performance, and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the Company with related parties.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Evaluation of internal financial controls and risk management systems.

• Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal

control systems.

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and

frequency of Internal Audit.

• Discussing with Internal Auditors any significant findings and follow up thereon.

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the

matter to the Board.

• Discussing with statutory Auditors before the Audit commences, about the nature and scope of Audit as well

as post-audit discussion to ascertain any area of concern.

• Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non payment of declared dividends) and creditors.

• Reviewing the functioning of the Whistle Blower mechanism.

• Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the

finance or discharging that function) after assessing the qualifications experience and background, etc. of the

candidate.

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Review of information by Audit Committee

The Audit Committee reviews the following information:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the Audit Committee) submitted by

management;

• Management letters/letters of internal control weakness issued by the statutory auditors;

• Internal auditors reports relating to internal control weakness; and

• The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by

the Audit Committee.

• Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock

exchange(s) in terms of Regulation 32(1) of SEBI (LODR) Regulations, 2015.

(b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/

notice in terms of Regulation 32(7) of SEBI (LODR) Regulations, 2015.

Meetings and Attendance

During the year 4 (Four) Audit Committee meetings were held i.e. May 21, 2016, August 8, 2016, November 14, 2016

and February 11, 2017. The time gap between two meetings of the Committee was not more than one hundred and

twenty days.

Composition and Attendance of each member at the Audit Committee Meetings:

S. No. Name of Directors Category Status Attended

1. Mr. Sharvan Kumar Kataria NEID Committee Chairman 4




The Company Secretary acted as Secretary to the Committee.

The Committee is vested inter alia with the aforesaid powers and terms of references as prescribed under relevant provisions of the Companies Act, 2013 and Listing Regulations, 2015.


4.

Terms of Reference

The role of the committee shall inter alia, include the following:

• Formulation of the criteria for determining qualification, positive attributes and independence of a director

and recommend to the Board a policy, relating to the remuneration of the directors, key managerial

personnel and other employees.

• Formulation of criteria for evaluation of Independent Director and the Board.

• Devising a policy on Board diversity.

• Indentifying persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their appointment and

removal.

• Whether to extend or continue the term of appointment of independent directors, on the basis of report of

performance evaluation of independent directors.

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

1. INTRODUCTION

1.1 Precision Electronics Limited (PEL) recognizes the importance of aligning the business objectives with specific

and measureable individual objectives and targets. The Company has therefore formulated the remuneration

policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

1.1.1. Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and

motivate, to run the company successfully.

1.1.2. Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

1.1.3. Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term

performance objectives appropriate to the working of the company and its goals.

1.1.4 Ensuring that Remuneration and Compensation offered by the Company is in compliance with Companies Act,

2013, SEBI (LODR) Regulations, 2015 and other relevant regulations.

2. Scope and Exclusion:

This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending

to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 “Director” means a director appointed to the Board of the Company.

3.2 “Key Managerial Personnel” means

i. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-Time Director;

ii. Company Secretary


• Discussing with Internal Auditors any significant findings and follow up thereon.

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the

matter to the Board.

• Discussing with statutory Auditors before the Audit commences, about the nature and scope of Audit as well

as post-audit discussion to ascertain any area of concern.

• Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non payment of declared dividends) and creditors.

• Reviewing the functioning of the Whistle Blower mechanism.

• Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the

finance or discharging that function) after assessing the qualifications experience and background, etc. of the

candidate.

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Review of information by Audit Committee

The Audit Committee reviews the following information:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the Audit Committee) submitted by

management;

• Management letters/letters of internal control weakness issued by the statutory auditors;

• Internal auditors reports relating to internal control weakness; and

• The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by

the Audit Committee.

• Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock

exchange(s) in terms of Regulation 32(1) of SEBI (LODR) Regulations, 2015.

(b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/

notice in terms of Regulation 32(7) of SEBI (LODR) Regulations, 2015.

Meetings and Attendance

During the year 4 (Four) Audit Committee meetings were held i.e. May 21, 2016, August 8, 2016, November 14, 2016

and February 11, 2017. The time gap between two meetings of the Committee was not more than one hundred and

twenty days.

Composition and Attendance of each member at the Audit Committee Meetings:

S. No. Name of Directors Category Status Attended

1. Mr. Sharvan Kumar Kataria NEID Committee Chairman 4




The Company Secretary acted as Secretary to the Committee.

The Committee is vested inter alia with the aforesaid powers and terms of references as prescribed under relevant provisions of the Companies Act, 2013 and Listing Regulations, 2015.


4.

Terms of Reference

The role of the committee shall inter alia, include the following:

• Formulation of the criteria for determining qualification, positive attributes and independence of a director

and recommend to the Board a policy, relating to the remuneration of the directors, key managerial

personnel and other employees.

• Formulation of criteria for evaluation of Independent Director and the Board.

• Devising a policy on Board diversity.

• Indentifying persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their appointment and

removal.

• Whether to extend or continue the term of appointment of independent directors, on the basis of report of

performance evaluation of independent directors.

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

1. INTRODUCTION

1.1 Precision Electronics Limited (PEL) recognizes the importance of aligning the business objectives with specific

and measureable individual objectives and targets. The Company has therefore formulated the remuneration

policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

1.1.1. Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and

motivate, to run the company successfully.

1.1.2. Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

1.1.3. Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term

performance objectives appropriate to the working of the company and its goals.

1.1.4 Ensuring that Remuneration and Compensation offered by the Company is in compliance with Companies Act,

2013, SEBI (LODR) Regulations, 2015 and other relevant regulations.

2. Scope and Exclusion:

This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending

to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 “Director” means a director appointed to the Board of the Company.

3.2 “Key Managerial Personnel” means

i. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-Time Director;

ii. Company Secretary


iii. Chief Finance Officer

3.3 Nomination and Remuneration Committee means the committee constituted by PEL’s Board in accordance

with the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

4. Remuneration to Managing Director and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve

the remuneration payable to the Managing Director and other Whole Time Director of the Company within the

overall limits approved by the shareholders

4.1.2 The Board, on the recommendation of the Nomination and Remuneration Committee, shall also review and

approve the remuneration payable to the Key Managerial Personnel of the Company as per provisions of the

Companies Act, 2013.

4.1.3 The Nomination and Remuneration Committee shall carry out evaluation of performance of Executive Director

and Key Managerial Personnel yearly as may be considered necessary.

4.2 Remuneration to Non-Executive/Independent Directors

The Non-Executive Directors and Independent Directors may receive sitting fees as per section 197(5) of the

Companies Act, 2013 and such other remuneration as permissible under the provisions of Companies Act, 2013.

The amount of sitting fees shall be approved by the Board of Directors.

4.3 Remuneration to other employees

Employees shall be assigned objectives according to their qualifications and work experience, competencies as

well as their roles and responsibilities in the organization. Individual remuneration shall be determined within

the appropriate objectives and shall be based on various factors such as job profile, skill sets, seniority,

experience and prevailing remuneration levels for equivalent jobs.

Your Board has approved policy on the terms and conditions of appointment of independent directors which is

available on Company’s website “www.pel-india.com”.

Nomination and Remuneration Committee has formulated criteria for evaluation of Board as a whole and every

director including independent directors. The criteria has been approved by the Board and an external agency,

namely, Munish K Sharma & Associates, Company Secretaries is engaged for assisting in performance

evaluation and collation of results.

During the year 2016-17, 1 (One) Nomination and Remuneration committee meeting was held on July 14, 2016.

The Nomination and Remuneration Committee consists of following members:





4. Mr. Deepto Roy* NED Member 1

*Mr. Deepto Roy attended meeting through tele conferencing.


Details of remuneration and perquisites paid to directors for the year 2016-17

(In `)

Directors Salary Perquisites Commission Sitting Fees Total

Lt. Gen. (Dr.) Rajesh Pant (Retd.) Nil Nil Nil 50,000 50,000

Mr. Ashok Kumar Kanodia 19,68,240 1,59,600 - - 21,27,840

Mr. Rahul Goenka Nil Nil Nil 50,000 50,000

Mr. Anant Kanoi Nil Nil Nil 45,000 45,000

Mr. Sharvan Kumar Kataria Nil Nil Nil 1,95,000 1,95,000

Mr. Suresh Vyas Nil Nil Nil 1,60,000 1,60,000

Mr. Deepto Roy Nil Nil Nil 52,500 52,500

Mrs. Ranjna Gudoo Nil Nil Nil 1,37,500 1,37,500

Elements of Mr. Ashok Kumar Kanodia’s salary, the Managing Director of the Company:

Salary: Rs. 19,68,240 per annum.

In addition to Salary, they shall be entitled to the following facilities:

1. Medical reimbursement: Medical expenses incurred for self and his family, as per rules of the Company; however

not exceeding Rs. 1,20,000/- per year.

2. Leave Travel Allowance: For self and his family, as per rules of the Company; however not exceeding Rs. 2,50,000

once in two years.

Managing Director shall also be eligible to the following perquisites, which shall not be included in the computation of

the ceiling on remuneration specified as above:

1. Contribution to provident fund, superannuation fund or annuity fund to the extent these are not taxable under

the Income Tax Act 1961.

2. Gratuity payable at the rate not exceeding half a month’s salary for each completed year of service,

3. Encashment of leave at the end of tenure.

4. Provision for use of chauffeur driven Company car for official duties and cellular phone (including payment for

local and overseas official calls) shall not be included in the computation of perquisites for the purpose of

calculating the said ceiling.

5. He will be entitled for Reimbursement of expenses incurred for the business of the Company in any manner

whatsoever.

Note: For aforesaid purpose a family means the spouse, dependent children. The perquisites to be evaluated as per

Income Tax Rules wherever applicable.

10% per annum increase in salary subject to Nomination and Remuneration Committee recommendation and Board

of Directors approval. .

iii. Chief Finance Officer

3.3 Nomination and Remuneration Committee means the committee constituted by PEL’s Board in accordance

with the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

4. Remuneration to Managing Director and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve

the remuneration payable to the Managing Director and other Whole Time Director of the Company within the

overall limits approved by the shareholders

4.1.2 The Board, on the recommendation of the Nomination and Remuneration Committee, shall also review and

approve the remuneration payable to the Key Managerial Personnel of the Company as per provisions of the

Companies Act, 2013.

4.1.3 The Nomination and Remuneration Committee shall carry out evaluation of performance of Executive Director

and Key Managerial Personnel yearly as may be considered necessary.

4.2 Remuneration to Non-Executive/Independent Directors

The Non-Executive Directors and Independent Directors may receive sitting fees as per section 197(5) of the

Companies Act, 2013 and such other remuneration as permissible under the provisions of Companies Act, 2013.

The amount of sitting fees shall be approved by the Board of Directors.

4.3 Remuneration to other employees

Employees shall be assigned objectives according to their qualifications and work experience, competencies as

well as their roles and responsibilities in the organization. Individual remuneration shall be determined within

the appropriate objectives and shall be based on various factors such as job profile, skill sets, seniority,

experience and prevailing remuneration levels for equivalent jobs.

Your Board has approved policy on the terms and conditions of appointment of independent directors which is

available on Company’s website “www.pel-india.com”.

Nomination and Remuneration Committee has formulated criteria for evaluation of Board as a whole and every

director including independent directors. The criteria has been approved by the Board and an external agency,

namely, Munish K Sharma & Associates, Company Secretaries is engaged for assisting in performance

evaluation and collation of results.

During the year 2016-17, 1 (One) Nomination and Remuneration committee meeting was held on July 14, 2016.

The Nomination and Remuneration Committee consists of following members:





4. Mr. Deepto Roy* NED Member 1

*Mr. Deepto Roy attended meeting through tele conferencing.


Details of remuneration and perquisites paid to directors for the year 2016-17

(In `)

Directors Salary Perquisites Commission Sitting Fees Total

Lt. Gen. (Dr.) Rajesh Pant (Retd.) Nil Nil Nil 50,000 50,000

Mr. Ashok Kumar Kanodia 19,68,240 1,59,600 - - 21,27,840

Mr. Rahul Goenka Nil Nil Nil 50,000 50,000

Mr. Anant Kanoi Nil Nil Nil 45,000 45,000

Mr. Sharvan Kumar Kataria Nil Nil Nil 1,95,000 1,95,000

Mr. Suresh Vyas Nil Nil Nil 1,60,000 1,60,000

Mr. Deepto Roy Nil Nil Nil 52,500 52,500

Mrs. Ranjna Gudoo Nil Nil Nil 1,37,500 1,37,500

Elements of Mr. Ashok Kumar Kanodia’s salary, the Managing Director of the Company:

Salary: Rs. 19,68,240 per annum.

In addition to Salary, they shall be entitled to the following facilities:

1. Medical reimbursement: Medical expenses incurred for self and his family, as per rules of the Company; however

not exceeding Rs. 1,20,000/- per year.

2. Leave Travel Allowance: For self and his family, as per rules of the Company; however not exceeding Rs. 2,50,000

once in two years.

Managing Director shall also be eligible to the following perquisites, which shall not be included in the computation of

the ceiling on remuneration specified as above:

1. Contribution to provident fund, superannuation fund or annuity fund to the extent these are not taxable under

the Income Tax Act 1961.

2. Gratuity payable at the rate not exceeding half a month’s salary for each completed year of service,

3. Encashment of leave at the end of tenure.

4. Provision for use of chauffeur driven Company car for official duties and cellular phone (including payment for

local and overseas official calls) shall not be included in the computation of perquisites for the purpose of

calculating the said ceiling.

5. He will be entitled for Reimbursement of expenses incurred for the business of the Company in any manner

whatsoever.

Note: For aforesaid purpose a family means the spouse, dependent children. The perquisites to be evaluated as per

Income Tax Rules wherever applicable.

10% per annum increase in salary subject to Nomination and Remuneration Committee recommendation and Board

of Directors approval. .

5. STAKEHOLDERS GRIEVANCE COMMITTEE

During the year, 35 (Thirty Five) meetings of the Shareholder's Grievance Committee Meeting were held. The composition and Attendance of Share Transfer and Investor Grievance Committee as on March 31, 2017 is as follows:


1. Mr. Rahul Goenka NED Committee Chairman 12



4. Mrs. Ranjna Gudoo NED Member 35

Transfer requests and complaints from the shareholders were attended and responded promptly by Company's Registrar & Transfer Agent as and when they were received.

Name and designation of Compliance Officer: Ms. Veenita Puri, Company Secretary cum Compliance Officer

Analysis of Complaints:

The Complaints received during the year are as follows:

PARTICULARS Q1 Q2 Q3 Q4 TOTAL

NUMBER OF COMPLAINTS

At the beginning of the quarter 0 0 0 0 0

Received during the quarter 1 1 0 1 3

Resolved during the quarter 1 1 0 1 3

At the end of the quarter 0 0 0 0 0

All complaints have been solved to the satisfaction of the complainants within the prescribed time.

6. GENERAL MEETINGS OF SHAREHOLDERS

Details of the location of the last three Annual General Meeting and details of the resolutions passed or to be passed by Postal Ballot:

Financial Year Date Time Venue SpecialResolution

Passed

2013-2014 27.09.2014 10:30A.M. B.C .Pal Memorial Auditorium, A-81, Chittaranjan Park, New Delhi – 110019 No

2014-2015 26.09.2015 02:00P.M. B.C .Pal Memorial Auditorium, A-81, Chittaranjan Park, New Delhi – 110019 No


• No Special resolution was passed in the previous three AGMs.

• No special resolution passed last year through postal ballot

- No Special Resolution is proposed to be conducted through postal ballot in ensuing AGM.

8. MEANS OF COMMUNICATION

a) The quarterly, half yearly and annual financial results of the Company were published in “Mint” in English

and “Naya India” in vernacular language till September 2016 and for the quarter ended December 2016 and

March 2017 in “Financial Express” in English and “Jansatta” in Hindi. The results are made available on

Company’s website www.pel-india.com.


b) The Company keeps on updating its website to provide comprehensive relevant information. The Company

believes that all the stakeholders should have access to adequate information about the Company and in today’s

electronics age website is the best media for such dissemination of information. All information, which could have

a material bearing on the share prices, is released at the earliest.

c) The Company has not made any formal presentations to the institutional investors or to the analysts during the

year.

Apr-16 26100 24523 47.25 39.05

May-16 26837 25057 43.55 37.10

Jun-16 27105 25911 40.35 31.75

July-16 28240 27034 36.00 30.90

Aug-16 28532 27627 33.50 25.60

Sep-16 29077 27716 30.95 24.00

Oct-16 28477 27488 32.90 27.00

Nov-16 28029 25717 34.40 23.05

Dec-16 26803 25753 28.05 21.85

Jan-17 27980 26447 32.80 24.00

Feb-17 29065 27590 34.40 28.40

Mar-17 29824 28716 30.80 23.90

9. GENERAL SHAREHOLDER INFORMATION

i) AGM -Date, Time and Venue : September 25, 2017, 03.00 p.m.B. C. Pal Memorial Auditorium, A-81, Chittaranjan Park, New Delhi – 110019

ii) Financial Year: 2016- 17

iii) Dividend payment : No Dividend is declared.

v) Listing on Stock Exchanges : Equity Shares are listed on The Bombay Stock Exchange Mumbai. The Company has paid the Listing fee for the period Apr. 1, 2017

to March 31, 2018

vi) Stock Code : 517258

Vii) Share Price Data : High, Low during last year

Month BSE INDEX PRECISION

High Low High Price Low Price(In Rs.) (In Rs.)

Share Price Performance of Precision Electronics Limited (PEL) in comparison with BSE Sensex

for the period April 1, 2016 to March 31, 2017

BSE High

PEL High

5. STAKEHOLDERS GRIEVANCE COMMITTEE

During the year, 35 (Thirty Five) meetings of the Shareholder's Grievance Committee Meeting were held. The composition and Attendance of Share Transfer and Investor Grievance Committee as on March 31, 2017 is as follows:


1. Mr. Rahul Goenka NED Committee Chairman 12



4. Mrs. Ranjna Gudoo NED Member 35

Transfer requests and complaints from the shareholders were attended and responded promptly by Company's Registrar & Transfer Agent as and when they were received.

Name and designation of Compliance Officer: Ms. Veenita Puri, Company Secretary cum Compliance Officer

Analysis of Complaints:

The Complaints received during the year are as follows:

PARTICULARS Q1 Q2 Q3 Q4 TOTAL

NUMBER OF COMPLAINTS

At the beginning of the quarter 0 0 0 0 0

Received during the quarter 1 1 0 1 3

Resolved during the quarter 1 1 0 1 3

At the end of the quarter 0 0 0 0 0

All complaints have been solved to the satisfaction of the complainants within the prescribed time.

6. GENERAL MEETINGS OF SHAREHOLDERS

Details of the location of the last three Annual General Meeting and details of the resolutions passed or to be passed by Postal Ballot:

Financial Year Date Time Venue SpecialResolution

Passed

2013-2014 27.09.2014 10:30A.M. B.C .Pal Memorial Auditorium, A-81, Chittaranjan Park, New Delhi – 110019 No



• No Special resolution was passed in the previous three AGMs.

• No special resolution passed last year through postal ballot

- No Special Resolution is proposed to be conducted through postal ballot in ensuing AGM.

8. MEANS OF COMMUNICATION

a) The quarterly, half yearly and annual financial results of the Company were published in “Mint” in English

and “Naya India” in vernacular language till September 2016 and for the quarter ended December 2016 and

March 2017 in “Financial Express” in English and “Jansatta” in Hindi. The results are made available on

Company’s website www.pel-india.com.


b) The Company keeps on updating its website to provide comprehensive relevant information. The Company

believes that all the stakeholders should have access to adequate information about the Company and in today’s

electronics age website is the best media for such dissemination of information. All information, which could have

a material bearing on the share prices, is released at the earliest.

c) The Company has not made any formal presentations to the institutional investors or to the analysts during the

year.

Apr-16 26100 24523 47.25 39.05

May-16 26837 25057 43.55 37.10

Jun-16 27105 25911 40.35 31.75

July-16 28240 27034 36.00 30.90

Aug-16 28532 27627 33.50 25.60

Sep-16 29077 27716 30.95 24.00

Oct-16 28477 27488 32.90 27.00

Nov-16 28029 25717 34.40 23.05

Dec-16 26803 25753 28.05 21.85

Jan-17 27980 26447 32.80 24.00

Feb-17 29065 27590 34.40 28.40

Mar-17 29824 28716 30.80 23.90

9. GENERAL SHAREHOLDER INFORMATION

i) AGM -Date, Time and Venue : September 25, 2017, 03.00 p.m.B. C. Pal Memorial Auditorium, A-81, Chittaranjan Park, New Delhi – 110019

ii) Financial Year: 2016- 17

iii) Dividend payment : No Dividend is declared.

v) Listing on Stock Exchanges : Equity Shares are listed on The Bombay Stock Exchange Mumbai. The Company has paid the Listing fee for the period Apr. 1, 2017

to March 31, 2018

vi) Stock Code : 517258

Vii) Share Price Data : High, Low during last year

Month BSE INDEX PRECISION

High Low High Price Low Price(In Rs.) (In Rs.)

Share Price Performance of Precision Electronics Limited (PEL) in comparison with BSE Sensex

for the period April 1, 2016 to March 31, 2017

BSE High

PEL High

(vii) Registrar Transfer Agent : Skyline Financial Services Pvt. Ltd.

D- 153/A First Floor Okhla Industrial Area Phase – 1

New Delhi - 110020

(viii)Share Transfer System: The Company's shares are traded in the stock exchange(s) in demat as well as physical mode. All valid transfers lodged with the Company/Registrar and Transfer Agent are processed and returned to the Shareholders within the stipulated period.

(ix) Distribution of shareholding: Shareholding Pattern as on March 31, 2017.

Category Code Category of Shareholder Number. of Total number of shareholders shares

(A) Promoter and Promoter Group

(1) Indian

(a) Individuals / Hindu Undivided Family 11 6830064

(b) Central Government / State Government(s) 0 0

(c) Bodies Corporate 6 133896

(d) Financial Institutions / Banks 0 0

(e) Any Other (specify) 0 0

Sub-Total (A)(1) 17 6963960

(2) Foreign

(a) Individuals (Non Resident Individuals/

Foreign Individuals) 1 189730

(b) Bodies Corporate 1 3179905

(c) Institutions 0 0

(d) Any Other (specify) 0 0

Sub-Total (A)(2) 2 3369635

Total Shareholding of Promoter and

Promoter group (A)= (A)(1)+(A)(2) 19 10333595

(B) Public shareholding

(1) Institutions

(a) Mutual Funds 4 8700

(b) Venture Capital funds 0 0

(c) Alternative investment funds 0 0

(d) Foreign Venture Capital Investors 0 0

(e) Foreign portfolio investors 0 0

(f) Financial institutions/ banks 5 3050

(g) Insurance Companies 0 0

(h) Provident fund/ pension funds 0 0

Any other specify

Sub-Total (B)(1) 9 11750

2 Central Government / State Government(s)/ 0 0president of India

Sub-Total (B)(2) 0 0

3 Non-Institutions

(a) Individual shareholders holding nominal share capital up to Rs. 2 lakh. 13825 1039537


ii. Individual shareholders holding nominal share

capital in excess of Rs. 2 lakh. 15 2073310

(b) NBFCs registered with RBI 0 0

Employee trusts 0 0

Overseas depositories (holding DRs) (balancing figure) 0 0

Any other specify 202 390320

Sub-Total (B)(3) 14042 3503167

Total Public Shareholding (B) = (B)(1) + (B)(2) + (B)(2) 14051 3514917

Total (A) + (B) 14070 13848512

x) As on March 31, 2017 of the total eligible shares 9059814 were held in dematerialized form and the balance 4788698 shares in physical form.

xi) Out standing GDR/ADR: NIL

xii) Commodity Price Risk or Foreign Exchange Risk and hedging activity: NIL

xiii) Plant Location : a) Noida Plant

D-10, Sector-3, Gautam Budh Nagar, Noida - 201301Uttar Pradesh

b) Roorkee Plant

Plot No. 9&10, KIE Industrial Estate, Village Mundiyaki(Manglore), Roorkee Haridwar-249406. Uttrakhand.

xiv) Address for correspondence : Registered Office:

D-1081, New Friends Colony, New Delhi-110025

Corporate Office:

D-10, Sector-3, Gautam Budh Nagar, Noida-201301

10. OTHER DISCLOSURES

a) There is no material significant related party transaction with related parties that may have potential conflict with the interest of the Company at large.

b) There were no instances of non-compliance by the Company or penalties, strictures imposed on the Company by the Stock exchanges or SEBI or any other statutory authority on any matter related to the capital markets during the last three years.

c) The Company has formulated and implemented a Whistle Blower Policy and no personnel is denied access to the audit committee.

d) The company has complied with all the mandatory requirements of SEBI (LODR) Regulations 2015 and following non-mandatory requirements are complied with:

• Company has appointed separate persons as Chairman and Managing Director.

• Internal auditor may report directly to the audit committee.

e) Demat Suspense Account-Nil

f) The Company does not have any subsidiary. Shareholders can reach for company’s policies and the business information at www.pel-india.com, which is regularly updated in order to meet the corporate governance requirement and for the benefit of shareholders/ investors.

(vii) Registrar Transfer Agent : Skyline Financial Services Pvt. Ltd.

D- 153/A First Floor Okhla Industrial Area Phase – 1

New Delhi - 110020

(viii)Share Transfer System: The Company's shares are traded in the stock exchange(s) in demat as well as physical mode. All valid transfers lodged with the Company/Registrar and Transfer Agent are processed and returned to the Shareholders within the stipulated period.

(ix) Distribution of shareholding: Shareholding Pattern as on March 31, 2017.

Category Code Category of Shareholder Number. of Total number of shareholders shares

(A) Promoter and Promoter Group

(1) Indian

(a) Individuals / Hindu Undivided Family 11 6830064

(b) Central Government / State Government(s) 0 0

(c) Bodies Corporate 6 133896

(d) Financial Institutions / Banks 0 0

(e) Any Other (specify) 0 0

Sub-Total (A)(1) 17 6963960

(2) Foreign

(a) Individuals (Non Resident Individuals/

Foreign Individuals) 1 189730

(b) Bodies Corporate 1 3179905

(c) Institutions 0 0

(d) Any Other (specify) 0 0

Sub-Total (A)(2) 2 3369635

Total Shareholding of Promoter and

Promoter group (A)= (A)(1)+(A)(2) 19 10333595

(B) Public shareholding

(1) Institutions

(a) Mutual Funds 4 8700

(b) Venture Capital funds 0 0

(c) Alternative investment funds 0 0

(d) Foreign Venture Capital Investors 0 0

(e) Foreign portfolio investors 0 0

(f) Financial institutions/ banks 5 3050

(g) Insurance Companies 0 0

(h) Provident fund/ pension funds 0 0

Any other specify

Sub-Total (B)(1) 9 11750

2 Central Government / State Government(s)/ 0 0president of India

Sub-Total (B)(2) 0 0

3 Non-Institutions

(a) Individual shareholders holding nominal share capital up to Rs. 2 lakh. 13825 1039537


ii. Individual shareholders holding nominal share

capital in excess of Rs. 2 lakh. 15 2073310

(b) NBFCs registered with RBI 0 0

Employee trusts 0 0

Overseas depositories (holding DRs) (balancing figure) 0 0

Any other specify 202 390320

Sub-Total (B)(3) 14042 3503167

Total Public Shareholding (B) = (B)(1) + (B)(2) + (B)(2) 14051 3514917

Total (A) + (B) 14070 13848512

x) As on March 31, 2017 of the total eligible shares 9059814 were held in dematerialized form and the balance 4788698 shares in physical form.

xi) Out standing GDR/ADR: NIL

xii) Commodity Price Risk or Foreign Exchange Risk and hedging activity: NIL

xiii) Plant Location : a) Noida Plant

D-10, Sector-3, Gautam Budh Nagar, Noida - 201301Uttar Pradesh

b) Roorkee Plant

Plot No. 9&10, KIE Industrial Estate, Village Mundiyaki(Manglore), Roorkee Haridwar-249406. Uttrakhand.

xiv) Address for correspondence : Registered Office:

D-1081, New Friends Colony, New Delhi-110025

Corporate Office:

D-10, Sector-3, Gautam Budh Nagar, Noida-201301

10. OTHER DISCLOSURES

a) There is no material significant related party transaction with related parties that may have potential conflict with the interest of the Company at large.

b) There were no instances of non-compliance by the Company or penalties, strictures imposed on the Company by the Stock exchanges or SEBI or any other statutory authority on any matter related to the capital markets during the last three years.

c) The Company has formulated and implemented a Whistle Blower Policy and no personnel is denied access to the audit committee.

d) The company has complied with all the mandatory requirements of SEBI (LODR) Regulations 2015 and following non-mandatory requirements are complied with:

• Company has appointed separate persons as Chairman and Managing Director.

• Internal auditor may report directly to the audit committee.

e) Demat Suspense Account-Nil

f) The Company does not have any subsidiary. Shareholders can reach for company’s policies and the business information at www.pel-india.com, which is regularly updated in order to meet the corporate governance requirement and for the benefit of shareholders/ investors.

DECLARATION ON COMPLIANCE WITH THE CODE OF CONDUCT

Dear Members,

Pursuant to Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors have laid down a Code of Conduct for Directors and Senior Management. The same has been posted on the website of the Company.

It is hereby certified that the members of the Board and the Senior Management personnel have confirmed their compliance with the “Code of Conduct for Members of the Board and Senior Management.


Sd/-Place: NoidaDate: 29-05-2017

Ashok K KanodiaManaging Director

CERTIFICATION UNDER REGULATION 17(8) AND PART B OF SCHEDULE II OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

We, Ashok K Kanodia, Managing Director and Jagjit Singh Chopra, Chief Finance Officer, responsible for the finance function certify that:

a) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2017 and that to the best of their knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended March 31, 2017 are fraudulent, illegal or violative of the Company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial controlling and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the auditors and the Audit committee:

i. There has not been any significant changes in internal control during the year;

ii. There has not been any significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. We are not aware of any instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

For And On Behalf Of The Board

Place: Noida Sd/- Sd/-Date: 29.05.2017 Ashok K Kanodia Jagjit Singh Chopra

Managing Director Chief Finance Officer


To, The Members,

PRECISION ELECTRONICS LIMITED (CIN: L32104DL1979PLC009590) D-1081, New Friends Colony,New Delhi-110065

We have examined the compliance of conditions of Corporate Governance by Precision Electronics Limited ('the st Company') for the year ended on 31 March, 2017 as stipulated in Regulations 17 to 20, 22, 23, 25, 26, 27 and clauses (b) to

(g), (i) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was

limited to review of procedures and implementations thereof, as adopted by the Company for ensuring the

compliances of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the

financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations

made the Directors and the management, we certify that the Company has complied with the conditions of Corporate

Governance as stipulated in the above-mentioned SEBI Listing Regulations.

We have to state that, no investor grievance is pending for a period exceeding one month against the Company as per

the information furnished by the Company's Registrar, other than those which are a subject matter of litigation.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Munish K. Sharma & AssociatesCompany Secretaries


Company Secretary& Insolvency Professional

M. No.: F6031 C.P. No. 6460

thDate: 11 August, 2017Place: Kaushambi, Ghaziabad

CORPORATE GOVERNANCE CERTIFICATE

DECLARATION ON COMPLIANCE WITH THE CODE OF CONDUCT

Dear Members,

Pursuant to Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors have laid down a Code of Conduct for Directors and Senior Management. The same has been posted on the website of the Company.

It is hereby certified that the members of the Board and the Senior Management personnel have confirmed their compliance with the “Code of Conduct for Members of the Board and Senior Management.


Sd/-Place: NoidaDate: 29-05-2017

Ashok K KanodiaManaging Director

CERTIFICATION UNDER REGULATION 17(8) AND PART B OF SCHEDULE II OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

We, Ashok K Kanodia, Managing Director and Jagjit Singh Chopra, Chief Finance Officer, responsible for the finance function certify that:

a) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2017 and that to the best of their knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended March 31, 2017 are fraudulent, illegal or violative of the Company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial controlling and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the auditors and the Audit committee:

i. There has not been any significant changes in internal control during the year;

ii. There has not been any significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. We are not aware of any instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

For And On Behalf Of The Board

Place: Noida Sd/- Sd/-Date: 29.05.2017 Ashok K Kanodia Jagjit Singh Chopra

Managing Director Chief Finance Officer


To, The Members,

PRECISION ELECTRONICS LIMITED (CIN: L32104DL1979PLC009590) D-1081, New Friends Colony,New Delhi-110065

We have examined the compliance of conditions of Corporate Governance by Precision Electronics Limited ('the st Company') for the year ended on 31 March, 2017 as stipulated in Regulations 17 to 20, 22, 23, 25, 26, 27 and clauses (b) to

(g), (i) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was

limited to review of procedures and implementations thereof, as adopted by the Company for ensuring the

compliances of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the

financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations

made the Directors and the management, we certify that the Company has complied with the conditions of Corporate

Governance as stipulated in the above-mentioned SEBI Listing Regulations.

We have to state that, no investor grievance is pending for a period exceeding one month against the Company as per

the information furnished by the Company's Registrar, other than those which are a subject matter of litigation.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Munish K. Sharma & AssociatesCompany Secretaries


Company Secretary& Insolvency Professional

M. No.: F6031 C.P. No. 6460

thDate: 11 August, 2017Place: Kaushambi, Ghaziabad

CORPORATE GOVERNANCE CERTIFICATE

Annual Report 2016-1742

INDEPENDENT AUDITORS’ REPORT

To

The Members of


D-1081, New Friends Colony

New Delhi-110025

Report on the Financial Statements

We have audited the accompanying financial statements of Precision Electronics Limited (“the company”), which stcomprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year

then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in

st conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31March, 2017, and its Profit and its cash fiows for the year ended on that date.

Report on other Legal and Regulatory Requirements


1. As required by the Companies (Auditor’s Report) Order, 2016 (‘the order’), issued by the Central Government of India in terms of Sub Section (11) of Section 143 of the Act, we give in the Annexure – ‘A’ statement on the matters specified in paragraph 3 & 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

ste) On the basis of written representations received from the directors as on 31 March, 2017, taken on record by stthe Board of Directors, none of the directors is disqualified as on 31 March, 2017, from being appointed as a

director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us, we report that:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 27.1 to the financial statements,

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in its financial statements as to holding as well as th thdealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and

these are in accordance with the books of accounts maintained by the Company. Refer Note 27.8 to the financial statements.

For Rajendra K. Goel & Co.Chartered Accountants

FRN-001457N

Place: New Delhi V.K. IssarthDate : 29 May, 2017 (Partner)

Membership No: 009519


INDEPENDENT AUDITORS’ REPORT

To

The Members of


D-1081, New Friends Colony

New Delhi-110025

Report on the Financial Statements

We have audited the accompanying financial statements of Precision Electronics Limited (“the company”), which stcomprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year

then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in

st conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31March, 2017, and its Profit and its cash fiows for the year ended on that date.

Report on other Legal and Regulatory Requirements


1. As required by the Companies (Auditor’s Report) Order, 2016 (‘the order’), issued by the Central Government of India in terms of Sub Section (11) of Section 143 of the Act, we give in the Annexure – ‘A’ statement on the matters specified in paragraph 3 & 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

ste) On the basis of written representations received from the directors as on 31 March, 2017, taken on record by stthe Board of Directors, none of the directors is disqualified as on 31 March, 2017, from being appointed as a

director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us, we report that:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 27.1 to the financial statements,

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in its financial statements as to holding as well as th thdealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and

these are in accordance with the books of accounts maintained by the Company. Refer Note 27.8 to the financial statements.


FRN-001457N




ANNEXURE – A TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended March 31, 2017:

i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the company.

ii) (a) The inventories excluding material in transit have been physically verified during the year by the management. In our opinion, the frequency of such verification is reasonable.

(b) The discrepancies noticed on physical verification of Inventory as compared to books records which has been properly dealt with in the books of account were not material.

iii) The Company has not granted any loans, secured or unsecured, to the companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the order are not applicable to the company.

iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013. Therefore the provisions of this clause do not apply.

vii) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in

strespect of the above were in arrears as at 31 March 2017 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanations given to us, there are disputed dues of Sales Tax aggregating stto Rs. 46,32,134 which have not been deposited as at 31 March, 2017 are mentioned hereunder:

Name of the Statute Nature of Dues Period / Year Amount Forum Before which(Rs. in Lakhs) dispute is pending

Central Sales Tax Act 1956 Central Sales Tax 2010-2011 34,473 Additional Commissioner Sales Tax Appeals

Central Sales Tax Act 1956 Central Sales Tax 2012-2013 10,00,000 Additional Commissioner SalesTax Appeals




Central Sales Tax Act 1956 Central Sales Tax 2015-2016 4,399 Additional Commissioner SalesTax Appeals



viii) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to banks or financial institution;

ix) Based upon the audit procedures performed and the information and explanation given by the management, the company has not raised moneys during the year by way of initial public offer or further public offer including debt instruments and term loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the company and hence not commented upon.

x) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud by the company or on the company by its officers or employees has been noticed or reported during the year.

xi) Based upon the audit procedures performed and the information and explanation given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii) The Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

xiii) In our opinion, all transactions with related parties are in compliance with section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standard.

xiv) Based upon the audit procedures performed and the information and explanation given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provision of clause 3 (xiv) of the Order are not applicable to the company and hence not commented upon.

xv) Based upon the audit procedures performed and the information and explanation given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provision of clause 3 (xv) of the Order are not applicable to the company and hence not commented upon.

xvi) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly , the provisions of clause 3 (xvi) of the Order are not applicable to the company and hence not commented upon.


FRN-001457N




ANNEXURE – A TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended March 31, 2017:

i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the company.

ii) (a) The inventories excluding material in transit have been physically verified during the year by the management. In our opinion, the frequency of such verification is reasonable.

(b) The discrepancies noticed on physical verification of Inventory as compared to books records which has been properly dealt with in the books of account were not material.

iii) The Company has not granted any loans, secured or unsecured, to the companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the order are not applicable to the company.

iv) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013. Therefore the provisions of this clause do not apply.

vii) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in

strespect of the above were in arrears as at 31 March 2017 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanations given to us, there are disputed dues of Sales Tax aggregating stto Rs. 46,32,134 which have not been deposited as at 31 March, 2017 are mentioned hereunder:

Name of the Statute Nature of Dues Period / Year Amount Forum Before which(Rs. in Lakhs) dispute is pending

Central Sales Tax Act 1956 Central Sales Tax 2010-2011 34,473 Additional Commissioner Sales Tax Appeals





Central Sales Tax Act 1956 Central Sales Tax 2015-2016 4,399 Additional Commissioner SalesTax Appeals



viii) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to banks or financial institution;

ix) Based upon the audit procedures performed and the information and explanation given by the management, the company has not raised moneys during the year by way of initial public offer or further public offer including debt instruments and term loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the company and hence not commented upon.

x) Based upon the audit procedures performed and the information and explanation given by the management, we report that no fraud by the company or on the company by its officers or employees has been noticed or reported during the year.

xi) Based upon the audit procedures performed and the information and explanation given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii) The Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

xiii) In our opinion, all transactions with related parties are in compliance with section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standard.

xiv) Based upon the audit procedures performed and the information and explanation given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provision of clause 3 (xiv) of the Order are not applicable to the company and hence not commented upon.

xv) Based upon the audit procedures performed and the information and explanation given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provision of clause 3 (xv) of the Order are not applicable to the company and hence not commented upon.

xvi) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly , the provisions of clause 3 (xvi) of the Order are not applicable to the company and hence not commented upon.


FRN-001457N




ANNEXURE - B TO THE INDEPENDENT AUDITOR’S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,

2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Precision Electronics Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally.

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of


collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


FRN-001457N




ANNEXURE - B TO THE INDEPENDENT AUDITOR’S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,

2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Precision Electronics Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally.

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of


collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


FRN-001457N




BALANCE SHEET AS AT MARCH 31, 2017(Amount in Rs.)

Particulars Note No. As at As at 31.03.17 31.03.16

EQUITY AND LIABILITIESShareholders’ Funds

Share Capital 2 138,487,620 138,487,620

Reserves and Surplus 3 143,089,662 143,948,549

281,577,282 282,436,169

Non Current Liabilities

Long-term borrowings 4 36,601,936 29,211,473

Long-term provisions 5 8,005,372 7,054,705

44,607,308 36,266,178

Current Liabilities

Short-term borrowings 6 54,447,278 42,818,039

Trade payables 7 64,733,801 66,825,517

Other current liabilities 8 32,514,474 22,538,172

Short-term provisions 9 893,293 1,127,223

152,588,846 133,308,951

TOTAL 478,773,436 452,011,298

ASSETSNon-Current Assets

Fixed assets

- Tangible assets 10 170,918,744 182,583,393

- Intangible assets 10 33,746 25,405

- Intangible assets under development 10 7,773,058 -

Deferred tax assets (Net) 11 22,817,083 29,977,622

Long-term loans and advances 12 9,599,464 9,587,216

Other non-current assets 13 309,722 396,653

211,451,817 222,570,289

Current Assets

Inventories 14 164,827,698 123,386,240

Trade receivables 15 72,869,238 84,527,507

Cash and Bank balances 16 10,246,819 5,315,845

Short-term loans and advances 17 13,737,354 10,675,330

Other current assets 18 5,640,510 5,536,087

267,321,619 229,441,009

TOTAL 478,773,436 452,011,298

Significant Accounting Policies andNotes on Financial Statements 1 to 27

As per our Report of even date attached For and on behalf of the boardto the Balance Sheet

For Rajendra K. Goel & Co. Ashok Kanodia Sharvan Kumar Kataria(Chartered Accountants) Managing Director DirectorF.R.N. 001457N DIN: 00002563 DIN: 03399949

V. K. Issar Veenita Puri Jagjit Singh ChopraPartner Company Secretary Chief Finance OfficerM.No. 009519

Place: New DelhiDated: 29th May, 2017


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31, 2017

(Amount in Rs.)

Particulars Note No. For the Year ended For the Year ended 31.03.2017 31.03.2016

INCOME

Revenue from Operations 19 268,067,562 287,642,107

Less: Excise duty, VAT, Sales tax and Service tax 27,205,579 29,923,945

Revenue from Operations (Net) 240,861,983 257,718,162

Other Income 20 3,201,114 2,363,420

TOTAL 244,063,097 260,081,582

EXPENSES

Cost of material consumed 21 96,577,672 77,242,852

Purchases of Traded goods (Telecom Products) 6,297,175 1,897

Change in inventories of finished goods,

work in progress and traded goods 22 (50,272,909) 4,561,812

Employee benefits expenses 23 66,621,512 74,008,132

Labour Charges for Infra Services 52,643,422 54,889,658

Finance costs 24 11,613,509 10,551,805

Depreciation and amortization expenses 10 10,690,208 11,709,719

Other expenses 25 42,381,166 52,144,828

TOTAL 236,551,755 285,110,703

Profit before Prior period items and Tax 7,511,342 (25,029,121)

Prior period items 26 (143,829) (335,205)

Profit before tax 7,655,171 (24,693,916)

Tax expenses :

- Current Tax - -

- Wealth Tax - -

- Earlier year Taxes (Excess provision of Income Tax) (348) -

- Earlier year Taxes (Excess provision of Wealth Tax) (108,600) -

- Mat Credit Entitlement 348 -

- Deferred Tax (Asset)/ Liability 11 7,160,539 (5,194,904)

Profit for the year 603,232 (19,499,012)

Earning per equity share 27.6

- Basic 0.04 (1.41)

- Diluted 0.04 (1.41)

Significant Accounting Policies and

Notes on Financial Statements 1 to 27






BALANCE SHEET AS AT MARCH 31, 2017(Amount in Rs.)

Particulars Note No. As at As at 31.03.17 31.03.16

EQUITY AND LIABILITIESShareholders’ Funds

Share Capital 2 138,487,620 138,487,620

Reserves and Surplus 3 143,089,662 143,948,549

281,577,282 282,436,169

Non Current Liabilities

Long-term borrowings 4 36,601,936 29,211,473

Long-term provisions 5 8,005,372 7,054,705

44,607,308 36,266,178

Current Liabilities

Short-term borrowings 6 54,447,278 42,818,039

Trade payables 7 64,733,801 66,825,517

Other current liabilities 8 32,514,474 22,538,172

Short-term provisions 9 893,293 1,127,223

152,588,846 133,308,951

TOTAL 478,773,436 452,011,298

ASSETSNon-Current Assets

Fixed assets

- Tangible assets 10 170,918,744 182,583,393

- Intangible assets 10 33,746 25,405

- Intangible assets under development 10 7,773,058 -

Deferred tax assets (Net) 11 22,817,083 29,977,622

Long-term loans and advances 12 9,599,464 9,587,216

Other non-current assets 13 309,722 396,653

211,451,817 222,570,289

Current Assets

Inventories 14 164,827,698 123,386,240

Trade receivables 15 72,869,238 84,527,507

Cash and Bank balances 16 10,246,819 5,315,845

Short-term loans and advances 17 13,737,354 10,675,330

Other current assets 18 5,640,510 5,536,087

267,321,619 229,441,009

TOTAL 478,773,436 452,011,298

Significant Accounting Policies andNotes on Financial Statements 1 to 27






STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31, 2017

(Amount in Rs.)

Particulars Note No. For the Year ended For the Year ended 31.03.2017 31.03.2016

INCOME

Revenue from Operations 19 268,067,562 287,642,107

Less: Excise duty, VAT, Sales tax and Service tax 27,205,579 29,923,945

Revenue from Operations (Net) 240,861,983 257,718,162

Other Income 20 3,201,114 2,363,420

TOTAL 244,063,097 260,081,582

EXPENSES

Cost of material consumed 21 96,577,672 77,242,852

Purchases of Traded goods (Telecom Products) 6,297,175 1,897

Change in inventories of finished goods,

work in progress and traded goods 22 (50,272,909) 4,561,812

Employee benefits expenses 23 66,621,512 74,008,132

Labour Charges for Infra Services 52,643,422 54,889,658

Finance costs 24 11,613,509 10,551,805

Depreciation and amortization expenses 10 10,690,208 11,709,719

Other expenses 25 42,381,166 52,144,828

TOTAL 236,551,755 285,110,703

Profit before Prior period items and Tax 7,511,342 (25,029,121)

Prior period items 26 (143,829) (335,205)

Profit before tax 7,655,171 (24,693,916)

Tax expenses :

- Current Tax - -

- Wealth Tax - -

- Earlier year Taxes (Excess provision of Income Tax) (348) -

- Earlier year Taxes (Excess provision of Wealth Tax) (108,600) -

- Mat Credit Entitlement 348 -

- Deferred Tax (Asset)/ Liability 11 7,160,539 (5,194,904)

Profit for the year 603,232 (19,499,012)

Earning per equity share 27.6

- Basic 0.04 (1.41)

- Diluted 0.04 (1.41)

Significant Accounting Policies and

Notes on Financial Statements 1 to 27






CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017

Particulars Year ended Year ended31.03.2017 31.03.2016

A Cash Flow from Operating Activities

Net Profit/(Loss) before Tax, Extraordinary Items and Prior Period Items 7,511,342 (25,029,121)

Adjustment for :

Depreciation and Amortisation 10,690,208 11,709,719

Provision for Doubtful debts Advances - 283,820

Excess provision for Doubtful debts Advances (written back) (51,212) -

Provision for Trade receivables 352,545 621,381

Interest Income (494,778) (707,895)

Finance Costs 11,613,509 10,551,805

(Profit)/Loss on sale of fixed assets (Net) (126,616) 60,015

Operating Profit/(Loss) before Working Capital Changes 29,494,998 (2,510,276)

Adjustment for:

(Increase)/Decrease in Trade Receivable 11,305,724 (9,692,900)

(Increase)/Decrease in Loans & Advances, Other non current

assets and Other current assets (2,955,580) (1,370,252)

(Increase)/Decrease in Inventories (41,441,458) (5,701,350)

Increase/(Decrease) in Trade Payable & Other Liabilities 6,131,542 14,669,544

Cash inflow from Operations before prior period adjustment and tax 2,535,225 (4,605,234)

Prior period adjustment (Net) (143,829) (335,205)

Income Tax (22,134) 1,011,065

Net Cash inflow/(outflow) from Operating Activities (A) 2,701,188 (5,281,094)

B Cash Flow from Investing Activities

(Purchase) of Fixed Assets (8,525,556) (847,635)

Sale of Fixed Assets 295,196 -

Interest Received 387,672 1,897,454

Net Cash inflow/(outflow) from Investing Activities (B) (7,842,688) 1,049,819

C Cash Flow from Financing Activities

Proceeds/ (Repayment) of Borrowings (Net) 18,411,413 5,514,874

Finance Charges Paid (8,338,940) (7,257,729)

Net Cash inflow/(outflow) from Financing Activities (C) 10,072,473 (1,742,855)

Net Increase/(Decrease) in Cash & Cash Equivalent (A+B+C) 4,930,973 (5,974,129)

Cash & Cash Equivalent at the beginning of the year 5,315,845 11,289,975

Cash & Cash Equivalent at the end of the year 10,246,819 5,315,845






Note1 to the Financial StatementsSignificant Accounting Policies1.1. General

i) The accounts are prepared on historical cost convention, on accrual basis and on the principal of going concern.

ii) Accounting policies not specifically referred to otherwise, are consistent and in accordance with Indian generally accepted accounting practices comprising of the mandatory Accounting Standard, Guidance notes and other pronouncements issued by ICAI and the provision of the Companies Act, 2013.

1.2. Use of Estimates

The preparation of financial statement require estimates and assumption that affect the reported amounts of income and expenses of the period, the reported amounts of assets and liabilities and disclosers relating to contingent liabilities as on the date of financial statements. Difference between the actual result and estimated are recognized in the period in which the result are known/materialized.

1.3. Fixed Assets:

i) Fixed Assets are stated at cost of acquisition less cenvat if any and subsequent improvements thereto including taxes, duties, freight and other incidental expenses related to acquisition and installation except in the case of Leasehold land which has been revalued as on 31.3.2006.

ii) Intangible assets like software etc., which is internally developed and is capitalized on the basis of costs that are directly associated with the production of intangible products controlled by the company and the product is probable of producing future economic benefits, are recognized as intangible assets. Direct costs include software development employee costs and directly attributable overheads.

Internally developed intangible asset is reorganized only if all the following conditions are met:

a) an asset is created that can be separately identified

b) It is probable that the asset created will generate future economic benefits and

c) The development cost of the asset can be measured reliably.

iii) Fixed Assets are stated at cost less accumulated depreciation. Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013, except intangible having future economic benefits more than a year, to be amortized in two to three years from the date it is available for use.

iv) Leasehold land is amortized over the years of lease.

v) Fixed Assets costing below Rs. 5,000 is fully depreciated in year of purchase.

1.4. Trade receivable:

Trade receivables are stated after making adequate provision for doubtful debts, if any.

1.5. Loans & Advances:

Loans and Advances are stated after making adequate provision for doubtful advances, if any.

1.6. Contingent Liabilities:

Contingent liabilities are not provided for in the accounts and are shown separately in Notes on Accounts.

1.7. Revenue Recognition

i) Revenue from Infra activity.

Infra revenue and costs are recognized by reference to the stage of completion of the construction activity at the balance sheet date, as measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs. Where the outcome of the infra cannot be estimated reliably, revenue is recognized to the extent of the infra costs incurred if it is probable that they will be recoverable. In the case of contracts with defined milestones and assigned prices for each milestone, it recognizes revenue on transfer of significant risks and rewards which coincides with achievement of milestone and its acceptance by its customers. Provision is made for all losses incurred to the balance sheet date. Any further losses that are foreseen in bringing contracts to completion are also recognised. Variations in contract work, claims and incentive payments are recognised to the extent that it is probable that they will result in revenue and they are capable of being reliably measured. Contract revenue in excess of billing is reflected as unbilled revenue and billing in excess of contract revenue is reflected as unearned revenue.

ii) Revenue other than Infra activity.

Sales include excise duty, Sales Tax/ VAT and are net of usual trade discounts, rebates.

iii) Scrap is accounted for as and when sold.

iv) Export incentives and insurance claims are accounted for on receipt basis.


CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017

Particulars Year ended Year ended31.03.2017 31.03.2016

A Cash Flow from Operating Activities

Net Profit/(Loss) before Tax, Extraordinary Items and Prior Period Items 7,511,342 (25,029,121)

Adjustment for :

Depreciation and Amortisation 10,690,208 11,709,719


Excess provision for Doubtful debts Advances (written back) (51,212) -


Interest Income (494,778) (707,895)

Finance Costs 11,613,509 10,551,805

(Profit)/Loss on sale of fixed assets (Net) (126,616) 60,015

Operating Profit/(Loss) before Working Capital Changes 29,494,998 (2,510,276)

Adjustment for:

(Increase)/Decrease in Trade Receivable 11,305,724 (9,692,900)

(Increase)/Decrease in Loans & Advances, Other non current

assets and Other current assets (2,955,580) (1,370,252)

(Increase)/Decrease in Inventories (41,441,458) (5,701,350)

Increase/(Decrease) in Trade Payable & Other Liabilities 6,131,542 14,669,544

Cash inflow from Operations before prior period adjustment and tax 2,535,225 (4,605,234)

Prior period adjustment (Net) (143,829) (335,205)

Income Tax (22,134) 1,011,065

Net Cash inflow/(outflow) from Operating Activities (A) 2,701,188 (5,281,094)

B Cash Flow from Investing Activities

(Purchase) of Fixed Assets (8,525,556) (847,635)

Sale of Fixed Assets 295,196 -

Interest Received 387,672 1,897,454

Net Cash inflow/(outflow) from Investing Activities (B) (7,842,688) 1,049,819

C Cash Flow from Financing Activities

Proceeds/ (Repayment) of Borrowings (Net) 18,411,413 5,514,874

Finance Charges Paid (8,338,940) (7,257,729)

Net Cash inflow/(outflow) from Financing Activities (C) 10,072,473 (1,742,855)

Net Increase/(Decrease) in Cash & Cash Equivalent (A+B+C) 4,930,973 (5,974,129)

Cash & Cash Equivalent at the beginning of the year 5,315,845 11,289,975

Cash & Cash Equivalent at the end of the year 10,246,819 5,315,845






Note1 to the Financial StatementsSignificant Accounting Policies1.1. General

i) The accounts are prepared on historical cost convention, on accrual basis and on the principal of going concern.

ii) Accounting policies not specifically referred to otherwise, are consistent and in accordance with Indian generally accepted accounting practices comprising of the mandatory Accounting Standard, Guidance notes and other pronouncements issued by ICAI and the provision of the Companies Act, 2013.

1.2. Use of Estimates

The preparation of financial statement require estimates and assumption that affect the reported amounts of income and expenses of the period, the reported amounts of assets and liabilities and disclosers relating to contingent liabilities as on the date of financial statements. Difference between the actual result and estimated are recognized in the period in which the result are known/materialized.

1.3. Fixed Assets:

i) Fixed Assets are stated at cost of acquisition less cenvat if any and subsequent improvements thereto including taxes, duties, freight and other incidental expenses related to acquisition and installation except in the case of Leasehold land which has been revalued as on 31.3.2006.

ii) Intangible assets like software etc., which is internally developed and is capitalized on the basis of costs that are directly associated with the production of intangible products controlled by the company and the product is probable of producing future economic benefits, are recognized as intangible assets. Direct costs include software development employee costs and directly attributable overheads.

Internally developed intangible asset is reorganized only if all the following conditions are met:

a) an asset is created that can be separately identified

b) It is probable that the asset created will generate future economic benefits and

c) The development cost of the asset can be measured reliably.

iii) Fixed Assets are stated at cost less accumulated depreciation. Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013, except intangible having future economic benefits more than a year, to be amortized in two to three years from the date it is available for use.

iv) Leasehold land is amortized over the years of lease.

v) Fixed Assets costing below Rs. 5,000 is fully depreciated in year of purchase.

1.4. Trade receivable:

Trade receivables are stated after making adequate provision for doubtful debts, if any.

1.5. Loans & Advances:

Loans and Advances are stated after making adequate provision for doubtful advances, if any.

1.6. Contingent Liabilities:

Contingent liabilities are not provided for in the accounts and are shown separately in Notes on Accounts.

1.7. Revenue Recognition

i) Revenue from Infra activity.

Infra revenue and costs are recognized by reference to the stage of completion of the construction activity at the balance sheet date, as measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs. Where the outcome of the infra cannot be estimated reliably, revenue is recognized to the extent of the infra costs incurred if it is probable that they will be recoverable. In the case of contracts with defined milestones and assigned prices for each milestone, it recognizes revenue on transfer of significant risks and rewards which coincides with achievement of milestone and its acceptance by its customers. Provision is made for all losses incurred to the balance sheet date. Any further losses that are foreseen in bringing contracts to completion are also recognised. Variations in contract work, claims and incentive payments are recognised to the extent that it is probable that they will result in revenue and they are capable of being reliably measured. Contract revenue in excess of billing is reflected as unbilled revenue and billing in excess of contract revenue is reflected as unearned revenue.

ii) Revenue other than Infra activity.

Sales include excise duty, Sales Tax/ VAT and are net of usual trade discounts, rebates.

iii) Scrap is accounted for as and when sold.

iv) Export incentives and insurance claims are accounted for on receipt basis.


1.8. Method of valuation of inventories is as under:

i) Raw materials are valued at Cost, on weighted average basis and non-moving Items are valued at net realizable value.

ii) Components, Stores & Spare parts are valued at cost, on FIFO basis.

iii) Finished goods and Traded Goods are valued at cost or net realizable value, whichever is lower.

iv) Goods-in-Process are valued at estimated cost.

v) Cost incurred that relate to future activities on the contract are recognized as “Contract work in progress”. Contract work in progress comprising infra costs and other directly attributable overheads is valued at lower of cost and net realizable value.

1.9. Foreign Exchange Transactions

i) Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction.

ii) Assets and liabilities relating to foreign currency transactions remaining unsettled at the end of the year are translated at contracted rates, when covered by foreign exchange contracts and at year end rates in all other cases.

iii) Gains and Losses on foreign exchange transaction/ translation other than those relating to fixed assets are recognized in the Profit and Loss Account. Gain or loss on translation of long term liabilities incurred to acquire fixed assets is treated as an adjustment to the carrying cost of such fixed assets.

1.10. Research & Development

Revenue Expenditure on R&D is charged to revenue under the respective heads of accounts. Capital Expenditure on R&D is treated as addition to Fixed Assets.

1.11. Technical know-how is accounted for on payment basis and is written-off over a period of six years from the year of payment.

1.12. Employees Benefits

The Company has taken Group Gratuity Policy with the Life Insurance Corporation of India (‘LIC’) for future payment of gratuities which is a defined benefit. The gratuity liability is determined based on an actuarial valuation performed by LIC.

Provision for Leave Encashment, which is a defined benefit, is made on an actuarial valuation carried out by an independent actuary.

Contribution to Provident Fund is accrued as per the provisions of the Employees’ Provident Fund and Miscellaneous Provisions Act 1952. Contribution payable to Provident fund is charged to Profit & Loss Account.

1.13. Provision for Current and Deferred Tax

Provision for current tax is made on the basis of estimated taxable income for the current accounting period and in accordance with the provisions as per Income Tax Act 1961.

Deferred tax resulting from “Timing Differences” between book and taxable profit for the year is accounted for using the tax rate and laws that have been enacted or substantively enacted as on the Balance Sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is reasonable certainty that the asset will be adjusted in the future

1.14. Segment Accounting:

i) Segment Revenue & Expenses:

Joint revenue & expenses of the segments are allocated among them on reasonable basis. All other segment revenue and expenses are directly attributed to the segments.

ii) Segment Assets & liabilities:

Segment assets include plant & machinery, Inventory, security deposit, earnest money and material-in-transit and segment liabilities include sundry creditors.

iii) Inter Segment sales:

Inter segment sales between operating segments are accounted for at market price. These transactions are eliminated in consolidation.

1.15 Recognition of Prior Period Expenses & Prepaid Expenses:

Prepaid expenses and prior period expenses/income of items of Rs. 10,000/- and below are charged to natural head of accounts.


Particulars (Amount in Rs.) (Amount in Rs.) As at As at 31.03.2017 31.03.2016

Note 2 to the financial statementsSHARE CAPITALAuthorised :

2,00,00,000 Equity Shares of Rs 10/- each (Previous

year 2,00,00,000 Equity Shares of Rs 10/- each) 200,000,000 200,000,000 Issued, subscribed and paid up

1,38,48,512 Equity Shares (Previous year 1,38,48,512 Equity Shares)

of Rs 10/- each fully paid up 138,485,120 138,485,120

Add: Forfeited Shares (Amount Paid up) 2,500 2,500

Total 138,487,620 138,487,620

1. Reconcilation of no. of equity shares No. of Shares No. of Shares

Balance at the beginning of the year 13,848,512 13,848,512

Add: Shares Issued during the year - -

Less: Bought back during the year - -

Balance at the end of the year 13,848,512 13,848,512

2. The Company has only one class of Equity Shares having a par value of Rs. 10 per equity share. The holders of the equity shares are entitled to receive dividend as declared from time to time and are entitled to voting rights proportionate to their share holding at the meeting of share holders.

3. The List of Share holders holding more than 5% shares in the company: No. of Percentage ofEquity Shares holdings

Mr. Ashok Kanodia 3,087,734 22.30%

Mr. Pradeep Kanodia 3,104,235 22.42%

Knowledge Holding and Investments Pte Ltd. 3,179,905 22.96%


Note 3 to the financial statements

Reserves & surplus

A) Revaluation Reserve


Addition during the year - -

Amortisation on Revalued lease hold land 1,462,118 1,462,118


B) General Reserve


Amount Transferred from Surplus - -

Adjustment during the year - -


C) Surplus


Add: Amount Transferred surplus/ (Deficit)

from the Statement of

Profit and Loss during the year 603,232 (19,499,012)


Total 143,089,662 143,948,549

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDING 31ST MARCH, 2017


1.8. Method of valuation of inventories is as under:

i) Raw materials are valued at Cost, on weighted average basis and non-moving Items are valued at net realizable value.

ii) Components, Stores & Spare parts are valued at cost, on FIFO basis.

iii) Finished goods and Traded Goods are valued at cost or net realizable value, whichever is lower.

iv) Goods-in-Process are valued at estimated cost.

v) Cost incurred that relate to future activities on the contract are recognized as “Contract work in progress”. Contract work in progress comprising infra costs and other directly attributable overheads is valued at lower of cost and net realizable value.

1.9. Foreign Exchange Transactions

i) Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction.

ii) Assets and liabilities relating to foreign currency transactions remaining unsettled at the end of the year are translated at contracted rates, when covered by foreign exchange contracts and at year end rates in all other cases.

iii) Gains and Losses on foreign exchange transaction/ translation other than those relating to fixed assets are recognized in the Profit and Loss Account. Gain or loss on translation of long term liabilities incurred to acquire fixed assets is treated as an adjustment to the carrying cost of such fixed assets.

1.10. Research & Development

Revenue Expenditure on R&D is charged to revenue under the respective heads of accounts. Capital Expenditure on R&D is treated as addition to Fixed Assets.

1.11. Technical know-how is accounted for on payment basis and is written-off over a period of six years from the year of payment.

1.12. Employees Benefits

The Company has taken Group Gratuity Policy with the Life Insurance Corporation of India (‘LIC’) for future payment of gratuities which is a defined benefit. The gratuity liability is determined based on an actuarial valuation performed by LIC.

Provision for Leave Encashment, which is a defined benefit, is made on an actuarial valuation carried out by an independent actuary.

Contribution to Provident Fund is accrued as per the provisions of the Employees’ Provident Fund and Miscellaneous Provisions Act 1952. Contribution payable to Provident fund is charged to Profit & Loss Account.

1.13. Provision for Current and Deferred Tax

Provision for current tax is made on the basis of estimated taxable income for the current accounting period and in accordance with the provisions as per Income Tax Act 1961.

Deferred tax resulting from “Timing Differences” between book and taxable profit for the year is accounted for using the tax rate and laws that have been enacted or substantively enacted as on the Balance Sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is reasonable certainty that the asset will be adjusted in the future

1.14. Segment Accounting:

i) Segment Revenue & Expenses:

Joint revenue & expenses of the segments are allocated among them on reasonable basis. All other segment revenue and expenses are directly attributed to the segments.

ii) Segment Assets & liabilities:

Segment assets include plant & machinery, Inventory, security deposit, earnest money and material-in-transit and segment liabilities include sundry creditors.

iii) Inter Segment sales:

Inter segment sales between operating segments are accounted for at market price. These transactions are eliminated in consolidation.

1.15 Recognition of Prior Period Expenses & Prepaid Expenses:

Prepaid expenses and prior period expenses/income of items of Rs. 10,000/- and below are charged to natural head of accounts.



Note 2 to the financial statementsSHARE CAPITALAuthorised :

2,00,00,000 Equity Shares of Rs 10/- each (Previous

year 2,00,00,000 Equity Shares of Rs 10/- each) 200,000,000 200,000,000 Issued, subscribed and paid up

1,38,48,512 Equity Shares (Previous year 1,38,48,512 Equity Shares)

of Rs 10/- each fully paid up 138,485,120 138,485,120

Add: Forfeited Shares (Amount Paid up) 2,500 2,500

Total 138,487,620 138,487,620

1. Reconcilation of no. of equity shares No. of Shares No. of Shares


Add: Shares Issued during the year - -

Less: Bought back during the year - -


2. The Company has only one class of Equity Shares having a par value of Rs. 10 per equity share. The holders of the equity shares are entitled to receive dividend as declared from time to time and are entitled to voting rights proportionate to their share holding at the meeting of share holders.

3. The List of Share holders holding more than 5% shares in the company: No. of Percentage ofEquity Shares holdings

Mr. Ashok Kanodia 3,087,734 22.30%

Mr. Pradeep Kanodia 3,104,235 22.42%

Knowledge Holding and Investments Pte Ltd. 3,179,905 22.96%



Reserves & surplus

A) Revaluation Reserve


Addition during the year - -

Amortisation on Revalued lease hold land 1,462,118 1,462,118


B) General Reserve


Amount Transferred from Surplus - -

Adjustment during the year - -


C) Surplus


Add: Amount Transferred surplus/ (Deficit)

from the Statement of

Profit and Loss during the year 603,232 (19,499,012)


Total 143,089,662 143,948,549



Particulars (Amount in Rs.) (Amount in Rs.)As at As at

31.03.2017 31.03.2016


NON CURRENT LIABILITIES

Long term borrowings

Term Loan:

Secured

Loan from Others

Kotak Mahindra Prime Ltd* 152,036 815,073

Loans and advance from Related Party

Unsecured

Loan from Others

Bajaj Finance Ltd.** 274,330 1,020,830

Loan from Director*** 36,175,570 27,375,570

Total 36,601,936 29,211,473Security*Hypothecation of CarTerms of Repayment

st* The vehicle loans to be repaid upto 1 August, 2018 in equated monthly installment.th** Unsecured loan to be repaid upto 10 October, 2018 in equated monthly installment.

st*** The loan from director taken before 1 April, 2014 amounting to Rs. 22,375,570/-. The Loan from Director to be repaid on demand but not before 1st April, 2018.

Particulars (Amount in Rs.) (Amount in Rs.) As at As at

31.03.2017 31.03.2016



Long term provisions

Provision for employee benefits* 8,005,372 7,054,705

Total 8,005,372 7,054,705

* Disclosure required by AS 15 on ‘Employee Benefits’ has been made in Note no 27.7


31.03.2017 31.03.2016


CURRENT LIABILITIES

Short Term Borrowings

Secured

Working Capital Loan from Punjab National Bank 54,447,278 42,818,039

(Against hypothecation of stock, debtors, present and future other current assets, fixed , movable assets, equitable mortagage of immovables of Company and personal guarantee of two directors) Total 54,447,278 42,818,039





31.03.2017 31.03.2016


CURRENT LIABILITIES

Trade payables

For Goods and Services* 64,733,801 66,825,517

Total 64,733,801 66,825,517

*Disclosure regarding MSMED has been made in Note no 27.3


31.03.2017 31.03.2016


CURRENT LIABILITIES

Other current liabilities

Current maturities of Long-term debts*

Term Loans:

Secured

Loan from Others*

Kotak Mahindra Prime Ltd 663,087 975,391

Unsecured

Loan from Others*

Bajaj Finance Ltd. 746,500 1,042,485

Interest Accrued and due 9,197,477 5,922,908

Payable for Capital expenditures 2,001 89,900

Other Payables

Statutory dues 4,362,438 4,843,560

Others** 17,542,971 9,663,928]

Total 32,514,474 22,538,172

** Refer note no. 4

*** Includes Advance from customers, payable to employees and others.


31.03.2017 31.03.2016


CURRENT LIABILITIES

Short term provisions

Provision for employee benefits* 893,293 1,018,623

Provision for Wealth tax - 108,600

Total 893,293 1,127,223




31.03.2017 31.03.2016



Long term borrowings

Term Loan:

Secured

Loan from Others

Kotak Mahindra Prime Ltd* 152,036 815,073

Loans and advance from Related Party

Unsecured

Loan from Others

Bajaj Finance Ltd.** 274,330 1,020,830

Loan from Director*** 36,175,570 27,375,570

Total 36,601,936 29,211,473Security*Hypothecation of CarTerms of Repayment

st* The vehicle loans to be repaid upto 1 August, 2018 in equated monthly installment.th** Unsecured loan to be repaid upto 10 October, 2018 in equated monthly installment.

st*** The loan from director taken before 1 April, 2014 amounting to Rs. 22,375,570/-. The Loan from Director to be repaid on demand but not before 1st April, 2018.


31.03.2017 31.03.2016



Long term provisions

Provision for employee benefits* 8,005,372 7,054,705

Total 8,005,372 7,054,705



31.03.2017 31.03.2016


CURRENT LIABILITIES

Short Term Borrowings

Secured

Working Capital Loan from Punjab National Bank 54,447,278 42,818,039

(Against hypothecation of stock, debtors, present and future other current assets, fixed , movable assets, equitable mortagage of immovables of Company and personal guarantee of two directors) Total 54,447,278 42,818,039





31.03.2017 31.03.2016


CURRENT LIABILITIES

Trade payables

For Goods and Services* 64,733,801 66,825,517

Total 64,733,801 66,825,517

*Disclosure regarding MSMED has been made in Note no 27.3


31.03.2017 31.03.2016


CURRENT LIABILITIES

Other current liabilities

Current maturities of Long-term debts*

Term Loans:

Secured

Loan from Others*

Kotak Mahindra Prime Ltd 663,087 975,391

Unsecured

Loan from Others*

Bajaj Finance Ltd. 746,500 1,042,485

Interest Accrued and due 9,197,477 5,922,908

Payable for Capital expenditures 2,001 89,900

Other Payables

Statutory dues 4,362,438 4,843,560

Others** 17,542,971 9,663,928]

Total 32,514,474 22,538,172

** Refer note no. 4

*** Includes Advance from customers, payable to employees and others.


31.03.2017 31.03.2016


CURRENT LIABILITIES

Short term provisions

Provision for employee benefits* 893,293 1,018,623

Provision for Wealth tax - 108,600

Total 893,293 1,127,223




Note No. 10 to the financial statements

Fixed AssetsParticulars Gross Block Depreciation Net Block

Cost As at Additions Deduction/ Cost As at Upto For the Deduction/ Upto As at As at 1.04.2016 Adjustment 31.03.2017 31.03.2016 Year Adjustment 31.03.2017 31.03.2017 31.03.2016

Tangible Assets

Land

- Roorkee (Freehold) 13,399,442 - - 13,399,442 - - - - 13,399,442 13,399,442

13,399,442 - - 13,399,442 - - - - 13,399,442 13,399,442

- Noida (Leasehold)* 95,024,408 - - 95,024,408 15,554,188 1,499,438 - 17,053,626 77,970,782 79,470,220

95,024,408 - - 95,024,408 14,054,750 1,499,438 - 15,554,188 79,470,220 80,969,658

Buildings 69,654,864 - - 69,654,864 28,203,415 2,087,292 - 30,290,707 39,364,157 41,451,449

69,654,864 - - 69,654,864 26,110,404 2,093,011 - 28,203,415 41,451,449 43,544,460

Buildings - Others 175,480 - - 175,480 104,745 55,497 - 160,242 15,238 70,735

175,480 - - 175,480 49,097 55,648 - 104,745 70,735 126,383

Plant & Machinery 66,838,569 469,842 536,563 66,771,848 31,831,863 4,973,423 406,083 36,399,203 30,372,645 35,006,706

67,645,976 392,900 1,200,307 66,838,569 27,892,454 5,079,701 1,140,292 31,831,863 35,006,706 39,753,522

Lab Equipments and

other Fixed Assets 5,868,789 - - 5,868,789 2,525,873 630,486 - 3,156,359 2,712,430 3,342,916

5,868,789 - - 5,868,789 1,864,402 661,471 - 2,525,873 3,342,916 4,004,387

Computers 24,371,112 38,325 - 24,409,437 23,529,257 79,881 - 23,609,138 800,299 841,854

24,276,412 94,700 - 24,371,112 23,433,903 95,354 - 23,529,257 841,855 842,509

Office Equipments 10,105,862 126,430 - 10,232,292 8,748,413 461,233 - 9,209,646 1,022,646 1,357,449

9,929,074 176,788 - 10,105,862 7,917,229 831,184 - 8,748,413 1,357,449 2,011,845

Furniture & Fixtures 11,839,822 - - 11,839,822 7,831,068 1,162,753 - 8,993,821 2,846,001 4,008,754

11,679,022 160,800 - 11,839,822 6,561,490 1,269,578 - 7,831,068 4,008,754 5,117,532

Vehicles 13,920,790 - 762,000 13,158,790 10,498,637 1,163,835 723,900 10,938,572 2,220,218 3,422,153

13,920,790 - - 13,920,790 8,945,263 1,553,374 - 10,498,637 3,422,153 4,975,527

Moulds & Dies 285,600 - - 285,600 73,885 16,829 - 90,714 194,886 211,715

285,600 - - 285,600 57,010 16,875 - 73,885 211,715 228,590

Total 311,484,738 634,597 1,298,563 310,820,772 128,901,344 12,130,667 1,129,983 139,902,028 170,918,744 182,583,393

Previous Year 311,859,857 825,188 1,200,307 311,484,738 116,886,002 13,155,634 1,140,292 128,901,344 182,583,393 194,973,855

Intangible Assets

Computer software 15,591,769 30,000 - 15,621,769 15,566,365 21,659 - 15,588,024 33,746 25,405

15,591,769 - - 15,591,769 15,550,162 16,203 - 15,566,365 25,405 41,608

Total 15,591,769 30,000 - 15,621,769 15,566,365 21,659 - 15,588,024 33,746 25,405

Previous Year 15,591,769 - - 15,591,769 15,550,162 16,203 - 15,566,365 25,405 41,608

Intangible assets under development

Data logger Embedded Software - 7,773,058 - 7,773,058 - - - - 7,773,058 -

- - - - - - - - - -

Total - 7,773,058 - 7,773,058 - - - - 7,773,058 -

Previous Year - - - - - - - - - -

Grand Total 327,076,507 8,437,655 1,298,563 334,215,599 144,467,709 12,152,326 1,129,983 155,490,052 178,725,547 182,608,798

Previous Year 327,451,626 825,188 1,200,307 327,076,507 132,436,164 13,171,837 1,140,292 144,467,709 182,608,798 195,015,460

Note: 1 Current Year Previous Year

*Depreciation for the year 12,152,326 13,171,837

Less: Additional Depreciation on revalued assets withdrawn from Capital Reserve 1,462,118 1,462,118

Depreciation charged to Profit & Loss Account 10,690,208 11,709,719


Breakup of Deduction/ Adjustment in Depreciation

Depreciation Reversed on sales of Fixed Assets 1,129,983 1,140,292

Total of Deduction/ Adjustment in Depreciation 1,129,983 1,140,292

Note: 3

In view of the management there is no significant impairment envisaged in the recoverable amount of material fixed assets.



Particulars Amount As at During the Amount As at 01.04.2016 year 31.03.2017


Deferred Tax Assets (Net)

A) Provision for doubtful receivable & Advances 944,249 (79,780) 864,469

Expenses disallowed u/s 43B of Income Tax Act, 1961 2,493,729 (203,503) 2,290,226

Accumulated losses and unabsorbed depreciation

as per Income Tax Act. 35,779,366 (9,139,587) 26,639,779

39,217,344 (9,422,870) 29,794,474

B) Deferred Tax Liability

Difference between WDV of Income tax and

Companies Act 9,239,722 (2,262,331) 6,977,391

9,239,722 (2,262,331) 6,977,391

C) Deferred Tax Assets/(Liability) Net (A-B) 29,977,622 (7,160,539) 22,817,083


31.03.2017 31.03.2016


NON CURRENT ASSETS

Long term loans and advances

(Unsecured, considered good)

Security Deposits 2,374,610 2,340,228

Other Advances

MAT Credit Entitlement 4,612,661 4,613,009

Advance Tax and TDS 2,612,193 3,056,979

Less: Provision for Income Tax - 423,000

Total 9,599,464 9,587,216


31.03.2017 31.03.2016


NON CURRENT ASSETS

Other Non-Current Assets

Prepaid Expenses 309,722 396,653

Total 309,722 396,653



Note No. 10 to the financial statements

Fixed AssetsParticulars Gross Block Depreciation Net Block

Cost As at Additions Deduction/ Cost As at Upto For the Deduction/ Upto As at As at 1.04.2016 Adjustment 31.03.2017 31.03.2016 Year Adjustment 31.03.2017 31.03.2017 31.03.2016

Tangible Assets

Land

- Roorkee (Freehold) 13,399,442 - - 13,399,442 - - - - 13,399,442 13,399,442

13,399,442 - - 13,399,442 - - - - 13,399,442 13,399,442

- Noida (Leasehold)* 95,024,408 - - 95,024,408 15,554,188 1,499,438 - 17,053,626 77,970,782 79,470,220

95,024,408 - - 95,024,408 14,054,750 1,499,438 - 15,554,188 79,470,220 80,969,658

Buildings 69,654,864 - - 69,654,864 28,203,415 2,087,292 - 30,290,707 39,364,157 41,451,449

69,654,864 - - 69,654,864 26,110,404 2,093,011 - 28,203,415 41,451,449 43,544,460

Buildings - Others 175,480 - - 175,480 104,745 55,497 - 160,242 15,238 70,735

175,480 - - 175,480 49,097 55,648 - 104,745 70,735 126,383

Plant & Machinery 66,838,569 469,842 536,563 66,771,848 31,831,863 4,973,423 406,083 36,399,203 30,372,645 35,006,706

67,645,976 392,900 1,200,307 66,838,569 27,892,454 5,079,701 1,140,292 31,831,863 35,006,706 39,753,522

Lab Equipments and

other Fixed Assets 5,868,789 - - 5,868,789 2,525,873 630,486 - 3,156,359 2,712,430 3,342,916

5,868,789 - - 5,868,789 1,864,402 661,471 - 2,525,873 3,342,916 4,004,387

Computers 24,371,112 38,325 - 24,409,437 23,529,257 79,881 - 23,609,138 800,299 841,854

24,276,412 94,700 - 24,371,112 23,433,903 95,354 - 23,529,257 841,855 842,509

Office Equipments 10,105,862 126,430 - 10,232,292 8,748,413 461,233 - 9,209,646 1,022,646 1,357,449

9,929,074 176,788 - 10,105,862 7,917,229 831,184 - 8,748,413 1,357,449 2,011,845

Furniture & Fixtures 11,839,822 - - 11,839,822 7,831,068 1,162,753 - 8,993,821 2,846,001 4,008,754

11,679,022 160,800 - 11,839,822 6,561,490 1,269,578 - 7,831,068 4,008,754 5,117,532

Vehicles 13,920,790 - 762,000 13,158,790 10,498,637 1,163,835 723,900 10,938,572 2,220,218 3,422,153

13,920,790 - - 13,920,790 8,945,263 1,553,374 - 10,498,637 3,422,153 4,975,527

Moulds & Dies 285,600 - - 285,600 73,885 16,829 - 90,714 194,886 211,715

285,600 - - 285,600 57,010 16,875 - 73,885 211,715 228,590

Total 311,484,738 634,597 1,298,563 310,820,772 128,901,344 12,130,667 1,129,983 139,902,028 170,918,744 182,583,393

Previous Year 311,859,857 825,188 1,200,307 311,484,738 116,886,002 13,155,634 1,140,292 128,901,344 182,583,393 194,973,855

Intangible Assets

Computer software 15,591,769 30,000 - 15,621,769 15,566,365 21,659 - 15,588,024 33,746 25,405

15,591,769 - - 15,591,769 15,550,162 16,203 - 15,566,365 25,405 41,608

Total 15,591,769 30,000 - 15,621,769 15,566,365 21,659 - 15,588,024 33,746 25,405

Previous Year 15,591,769 - - 15,591,769 15,550,162 16,203 - 15,566,365 25,405 41,608

Intangible assets under development

Data logger Embedded Software - 7,773,058 - 7,773,058 - - - - 7,773,058 -

- - - - - - - - - -

Total - 7,773,058 - 7,773,058 - - - - 7,773,058 -

Previous Year - - - - - - - - - -

Grand Total 327,076,507 8,437,655 1,298,563 334,215,599 144,467,709 12,152,326 1,129,983 155,490,052 178,725,547 182,608,798

Previous Year 327,451,626 825,188 1,200,307 327,076,507 132,436,164 13,171,837 1,140,292 144,467,709 182,608,798 195,015,460


*Depreciation for the year 12,152,326 13,171,837

Less: Additional Depreciation on revalued assets withdrawn from Capital Reserve 1,462,118 1,462,118

Depreciation charged to Profit & Loss Account 10,690,208 11,709,719


Breakup of Deduction/ Adjustment in Depreciation

Depreciation Reversed on sales of Fixed Assets 1,129,983 1,140,292

Total of Deduction/ Adjustment in Depreciation 1,129,983 1,140,292

Note: 3

In view of the management there is no significant impairment envisaged in the recoverable amount of material fixed assets.



Particulars Amount As at During the Amount As at 01.04.2016 year 31.03.2017


Deferred Tax Assets (Net)

A) Provision for doubtful receivable & Advances 944,249 (79,780) 864,469

Expenses disallowed u/s 43B of Income Tax Act, 1961 2,493,729 (203,503) 2,290,226

Accumulated losses and unabsorbed depreciation

as per Income Tax Act. 35,779,366 (9,139,587) 26,639,779

39,217,344 (9,422,870) 29,794,474

B) Deferred Tax Liability

Difference between WDV of Income tax and

Companies Act 9,239,722 (2,262,331) 6,977,391

9,239,722 (2,262,331) 6,977,391

C) Deferred Tax Assets/(Liability) Net (A-B) 29,977,622 (7,160,539) 22,817,083


31.03.2017 31.03.2016


NON CURRENT ASSETS

Long term loans and advances

(Unsecured, considered good)

Security Deposits 2,374,610 2,340,228

Other Advances

MAT Credit Entitlement 4,612,661 4,613,009

Advance Tax and TDS 2,612,193 3,056,979

Less: Provision for Income Tax - 423,000

Total 9,599,464 9,587,216


31.03.2017 31.03.2016


NON CURRENT ASSETS

Other Non-Current Assets

Prepaid Expenses 309,722 396,653

Total 309,722 396,653




CURRENT ASSETS

Inventories*

Raw Materials & Components 53,634,445 62,466,238

Goods-in-process (Manufacturing) 81,486,549 55,865,141

Goods-in-process (Infra Services) 29,389,590 4,851,000

Finished Goods - -

Traded Goods 113,972 1,061

Stores & Spare Parts 203,142 202,800

Total 164,827,698 123,386,240

*Inventories are valued as per Significant Accounting Policy no. 1.8.


31.03.2017 31.03.2016


CURRENT ASSETS

Trade Receivables

A) Outstanding for a Period Exceeding Six months

- Unsecured - Considered good 16,855,722 11,854,513

- Unsecured - Considered doubtful 3,124,550 2,772,004

19,980,272 14,626,517

Less : Provision for Doubtful receivables 3,124,550 2,772,004

16,855,722 11,854,513

B) Others


56,013,516 72,672,994

Total 72,869,238 84,527,507


31.03.2017 31.03.2016


CURRENT ASSETS

Cash and Bank balances

Cash and Cash Equivalents

Balances with Banks

- In Current Accounts 4,548,279 417,859

Cash on Hand 458,618 144,704

Other Bank Balances

- Fixed deposits pledged with bank as security for guarantees.* 5,239,922 4,753,282

Total 10,246,819 5,315,845

*Includes Rs. 5,239,922/- (Previous year Rs. 4,753,282/-) with original maturity of more than 12 months.




31.03.2017 31.03.2016

Note 17 to the financial statementsCURRENT ASSETSShort term loans and advances (Unsecured, considered Good) Unless otherwise statedAdvance to Employees 1,690,406 1,623,060Other Advances

Excise and Cenvat Recoverable 1,154,044 3,808,749Vat Recoverable 3,746,996 1,341,261Others*

Unsecured - Considered good 7,145,908 3,902,260Unsecured - Considered doubtful 232,608 283,820

13,969,962 10,959,150Less : Provision for Doubtful receivables 232,608 283,820

Total 13,737,354 10,675,330*Includes Advances to suppliers.


Note 18 to the financial statementsCURRENT ASSETSOther current assetsInterest Accrued on FDR’S 415,728 308,622

Interest Accrued on Security deposit 127,500 131,320

Security deposits - with Others (Unsecured, considered good) 655,426 865,360

Un-billed Revenue* 3,223,488 3,223,488

Others** 1,218,368 1,007,297

Total 5,640,510 5,536,087* Un-billed revenue relates to unbilled service income.**Includes prepaid expenses.

Particulars (Amount in Rs.) (Amount in Rs.) For the Year ended For the Year ended 31.03.2017 31.03.2016

Note 19 to the financial statementsRevenue from Operations*Sales Manufactured Goods 121,312,861 91,451,480

Sales Traded Goods 4,288,856 1,239

Export Sales 16,953,570 20,938,009

Service Charges 33,808,762 29,314,187

Infra Service Charges 91,406,341 145,636,714

267,770,390 287,341,629

Less: Sales Return - -

267,770,390 287,341,629Other Operating RevenueDuty Drawback 205,975 246,591

Sales of Scrap 91,197 53,887 Total 268,067,562 287,642,107

*Refer to Note no. 27.12.a.

-





CURRENT ASSETS

Inventories*

Raw Materials & Components 53,634,445 62,466,238

Goods-in-process (Manufacturing) 81,486,549 55,865,141

Goods-in-process (Infra Services) 29,389,590 4,851,000

Finished Goods - -

Traded Goods 113,972 1,061

Stores & Spare Parts 203,142 202,800

Total 164,827,698 123,386,240

*Inventories are valued as per Significant Accounting Policy no. 1.8.


31.03.2017 31.03.2016


CURRENT ASSETS

Trade Receivables

A) Outstanding for a Period Exceeding Six months


- Unsecured - Considered doubtful 3,124,550 2,772,004

19,980,272 14,626,517

Less : Provision for Doubtful receivables 3,124,550 2,772,004

16,855,722 11,854,513

B) Others


56,013,516 72,672,994

Total 72,869,238 84,527,507


31.03.2017 31.03.2016


CURRENT ASSETS

Cash and Bank balances

Cash and Cash Equivalents

Balances with Banks

- In Current Accounts 4,548,279 417,859

Cash on Hand 458,618 144,704

Other Bank Balances

- Fixed deposits pledged with bank as security for guarantees.* 5,239,922 4,753,282

Total 10,246,819 5,315,845

*Includes Rs. 5,239,922/- (Previous year Rs. 4,753,282/-) with original maturity of more than 12 months.




31.03.2017 31.03.2016

Note 17 to the financial statementsCURRENT ASSETSShort term loans and advances (Unsecured, considered Good) Unless otherwise statedAdvance to Employees 1,690,406 1,623,060Other Advances

Excise and Cenvat Recoverable 1,154,044 3,808,749Vat Recoverable 3,746,996 1,341,261Others*

Unsecured - Considered good 7,145,908 3,902,260Unsecured - Considered doubtful 232,608 283,820

13,969,962 10,959,150Less : Provision for Doubtful receivables 232,608 283,820

Total 13,737,354 10,675,330*Includes Advances to suppliers.


Note 18 to the financial statementsCURRENT ASSETSOther current assetsInterest Accrued on FDR’S 415,728 308,622

Interest Accrued on Security deposit 127,500 131,320

Security deposits - with Others (Unsecured, considered good) 655,426 865,360

Un-billed Revenue* 3,223,488 3,223,488

Others** 1,218,368 1,007,297

Total 5,640,510 5,536,087* Un-billed revenue relates to unbilled service income.**Includes prepaid expenses.


Note 19 to the financial statementsRevenue from Operations*Sales Manufactured Goods 121,312,861 91,451,480

Sales Traded Goods 4,288,856 1,239

Export Sales 16,953,570 20,938,009

Service Charges 33,808,762 29,314,187


267,770,390 287,341,629


267,770,390 287,341,629Other Operating RevenueDuty Drawback 205,975 246,591

Sales of Scrap 91,197 53,887 Total 268,067,562 287,642,107

*Refer to Note no. 27.12.a.

-





Other Income

Interest on Deposits 494,778 707,895

Interest on Income Tax Refund 387,349 -

Interest others 43,845 93,089

Profit on sale of Fixed Assets 126,616 -

Liabilities no longer required 1,440,944 -

Insurance Claimed Received - 1,363,873

Other income 140,169 27,252

Foreign exchange fluctuation gain 516,201 171,311

Excess provision for Doubtful debts Advances (written back) 51,212 -

Total 3,201,114 2,363,420



Cost of material consumed*

Opening Stock 62,466,238 52,192,698

Purchases 87,745,879 87,516,392

Closing Stock 53,634,445 62,466,238

Material Consumed** 96,577,672 77,242,852

* Refer to Note no. 27.12.b

** Includes Material Consumed for Infra Services Rs. 24,498,276/- (Previous year Rs. 23,401,154/-)



Change in inventories of finished goods, work in

progress and traded goods

Opening Stock

- Finished Goods (Manufacturing) - -

- Traded Goods 1,061 820,618

- Goods-in-process (Manufacturing) 55,865,141 53,930,965

- Goods-in-process (Infra Services) 4,851,000 10,527,431

Closing Stock


- Traded Goods 113,972 1,061



Total (50,272,909) 4,561,812



NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDING 31ST MARCH, 2017Particulars (Amount in Rs.) (Amount in Rs.)

For the Year ended For the Year ended 31.03.2017 31.03.2016


Employee benefits expenses

Salaries, wages and allowances 67,350,343 69,917,220

Contribution to Provident and ESI Funds 2,194,612 1,821,386

Workmen and staff welfare expenses 2,091,069 2,269,526

71,636,024 74,008,132

Less: Transferred to Intangible assets under development 5,014,512 -

Total 66,621,512 74,008,132

Particulars (Amount in Rs.) (Amount in Rs.)For the Year ended For the Year ended

31.03.2017 31.03.2016


Finance costs

Interest on Loans 9,944,417 8,807,615

Other Borrowing Costs 1,669,092 1,744,190

Total 11,613,509 10,551,805


31.03.2017 31.03.2016


Other expenses

Consumption of stores and spare parts 613,933 752,495

Power and fuel 5,988,367 5,812,534

Rent 120,000 120,000

Security Services 1,563,239 1,555,927

Repairs & Maintenance

- Building 308,798 105,326

- Plant & Machineries 809,897 1,063,230

- Others 540,898 647,575

Insurance 1,061,993 2,440,599

Legal and professional fee 3,987,665 3,225,611

Technical Consultancy - 4,638,243

Testing fee 1,762,662 1,028,371

Auditor fees

Statutory Audit 376,875 376,875

Tax audit 55,275 55,275

Other matters 70,350 70,350

Reimburshment of expenses - -

Travelling expenses (including foreign travel) 6,644,445 9,028,003

Marketing & Distribution expenses 7,458,602 6,464,820

Loss on sales/ written off of Fixed assets - 60,015

Vehicle Running Maintenance 2,445,034 2,619,767

Miscellaneous expenses 10,979,131 11,174,611




Other Income

Interest on Deposits 494,778 707,895

Interest on Income Tax Refund 387,349 -

Interest others 43,845 93,089

Profit on sale of Fixed Assets 126,616 -

Liabilities no longer required 1,440,944 -

Insurance Claimed Received - 1,363,873

Other income 140,169 27,252

Foreign exchange fluctuation gain 516,201 171,311

Excess provision for Doubtful debts Advances (written back) 51,212 -

Total 3,201,114 2,363,420



Cost of material consumed*

Opening Stock 62,466,238 52,192,698

Purchases 87,745,879 87,516,392

Closing Stock 53,634,445 62,466,238

Material Consumed** 96,577,672 77,242,852

* Refer to Note no. 27.12.b

** Includes Material Consumed for Infra Services Rs. 24,498,276/- (Previous year Rs. 23,401,154/-)



Change in inventories of finished goods, work in

progress and traded goods

Opening Stock


- Traded Goods 1,061 820,618



Closing Stock


- Traded Goods 113,972 1,061



Total (50,272,909) 4,561,812



NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDING 31ST MARCH, 2017Particulars (Amount in Rs.) (Amount in Rs.)

For the Year ended For the Year ended 31.03.2017 31.03.2016


Employee benefits expenses

Salaries, wages and allowances 67,350,343 69,917,220

Contribution to Provident and ESI Funds 2,194,612 1,821,386

Workmen and staff welfare expenses 2,091,069 2,269,526

71,636,024 74,008,132

Less: Transferred to Intangible assets under development 5,014,512 -

Total 66,621,512 74,008,132


31.03.2017 31.03.2016


Finance costs

Interest on Loans 9,944,417 8,807,615

Other Borrowing Costs 1,669,092 1,744,190

Total 11,613,509 10,551,805


31.03.2017 31.03.2016


Other expenses

Consumption of stores and spare parts 613,933 752,495

Power and fuel 5,988,367 5,812,534

Rent 120,000 120,000

Security Services 1,563,239 1,555,927

Repairs & Maintenance

- Building 308,798 105,326

- Plant & Machineries 809,897 1,063,230

- Others 540,898 647,575

Insurance 1,061,993 2,440,599

Legal and professional fee 3,987,665 3,225,611

Technical Consultancy - 4,638,243

Testing fee 1,762,662 1,028,371

Auditor fees

Statutory Audit 376,875 376,875

Tax audit 55,275 55,275

Other matters 70,350 70,350

Reimburshment of expenses - -

Travelling expenses (including foreign travel) 6,644,445 9,028,003

Marketing & Distribution expenses 7,458,602 6,464,820

Loss on sales/ written off of Fixed assets - 60,015

Vehicle Running Maintenance 2,445,034 2,619,767

Miscellaneous expenses 10,979,131 11,174,611




45,139,711 52,144,828

Less: Transferred to Intangible assets under development

Travelling expenses (including foreign travel) 1,237,546 -

Marketing & Distribution expenses 1,521,000 -

Total 42,381,165 52,144,828


31.03.2017 31.03.2016


PRIOR PERIOD EXPENSES/(INCOME) NET

Interest Income on Security deposit with Electricity department (169,829) (377,244)

Power and fuel - (109,761)

Testing fee - 27,000

Legal and professional fee - 87,000

Miscellaneous expenses 26,000 37,800

Total (143,829) (335,205)


Note no. 27 to the financial statements:

27.1 Contingent Liabilities, Capital and Other CommitmentsAmount as at Amount as at

31.03.2017 31.03.2016A. Contingent Liabilities not provided for:

i) Guarantees and LC 43,409,811 36,505,752ii) Disputed Demands in respect of Central Sales Tax

and Value Added Tax 4,632,134 394,473iii) Disputed Demands in respect of Central Excise NIL 189,918iv) Legal Proceedings:

Mr. Pradeep Kanodia, along with his son and family HUF, have filed a Company petition before the Hon’ble Company Law Board under Sections 397 and 398 of the Companies Act, 1956, being Pradeep Kanodia & Others v. Precision Electronics Ltd. & Others, C.P. No. 162/ND of 2013. In the Petition, the Petitioners have leveled allegations of oppression and mismanagement against the Company and its Board of Directors. It may be noticed that the Petitioners had previously also filed a similar petition in 2012, being C.P.No.123/ND/2012 raising similar allegations. That Petition was dismissed as withdrawn by Order of the Hon’ble CLB on 14.11.2012. The said Company Petition is pending adjudication before the Hon’ble CLB as also the Hon’ble Delhi High Court. Mr. Pradeep Kanodia, along with his son and family HUF have also filed a Civil Suit being CS (OS) Comm No 104/2016 against the Company and some of its shareholders in the Hon’ble Delhi High Court. The reliefs sought in the Suit include specific performance of a private arrangement executed between Mr. Pradeep Kanodia and Mr. Ashok Kanodia; to which the Company is not a party, nor can the Company be bound by the same. The said Suit is pending adjudication before the Hon’ble Delhi High Court. The allegations raised by Mr. Pradeep Kanodia in the Company Petition as also the Civil Suit are totally unfounded and misplaced; the Company has sought legal advice on the issues raised and is vigorously defending the same. The Board of Directors have empowered independent Directors Mr. Suresh Vyas and Mr. S.K. Kataria to take decisions on all legal actions that are necessary to protect the best interest of the Company and its shareholders..

Amount as at Amount as at 31.03.2017 31.03.2016

B. Commitments

i) Capital Commitments net of Advances - -

ii) Other Commitments - -



27.2 Balances of Trade Receivables, Short Term Loan & Advances, Long Term Loan & Advances, Other Current Assets and Trade Payables are subject to confirmation from the parties.

27.3 The Micro, small and medium enterprises to whom the company owes more than Rs. 1 Lac and outstanding for more than 30 days as under:

Particulars Current Year Previous Year

(Rs.) (Rs.)

Total outstanding dues to Micro,

Small and medium enterprises 5,744,878 6,592,683

There is no liability for interest which would be payable as Interest on delayed payments as per the Micro, small and medium enterprises Development Act 2006 as the company does not receive any claims in respect of interest.

27.4 Segment Reporting:

a) Business Segments: Based on guiding principles given in Accounting Standard-17 "Segment Reporting "issued by the Institute of Chartered Accountants of India, the Company's Business Segments include: Telecom and Infra Services.

b) Geographical Segments: Since the Company's activities / operations are primarily within the Country & considering the nature of the products/services it deals in, the risk & returns are the same as such there is only one geographical segment.

c) Information about business segments

TELECOM INFRA SERVICES TOTAL

Particulars Current Year Previous Year Current Year Previous Year Current Year Previous Year

Segment revenue

External sales* 152,988,699 125,280,726 87,576,112 132,136,958 240,564,811 257,417,684

Inter segment sales - - - - - -

Total revenue 152,988,699 125,280,726 87,576,112 132,136,958 240,564,811 257,417,684

Segment results 11,911,371 (32,852,875) 10,999,262 22,756,058 22,910,634 (10,096,818)

Unallocated(expenses)/Income (4,567,926) (4,846,277)

Operating(loss)/profit 18,342,708 (14,943,096)

Finance expenses 11,613,509 10,551,805

Interest income 925,972 800,984

Profit/(Loss) before taxation 7,655,171 (24,693,916)

Wealth tax, Earlier years tax &Mat Credit Entitlement (108,600) -

Deferred Tax Assets 7,160,539 (5,194,904)

Provision for Income Tax - -

Net profit after tax 603,232 (19,499,012)

Segment Assets 405,724,255 365,560,411 50,232,097 56,473,264 455,956,353 422,033,676

Unallocated assets 22,817,083 29,977,622

Total assets 478,773,436 452,011,298

Segment Liabilities 74,209,481 64,586,197 31,274,372 31,984,030 105,483,853 96,570,227

Share Capital 138,487,620 138,487,620

Secured & Unsecured Loans 91,712,301 73,004,903

Unallocated Liabilities - -

Reserve & surplus 143,089,662 143,948,549

Total liabilities 478,773,436 452,011,298

Depreciation 10,063,735 10,982,963 626,473 726,756 10,690,208 11,709,719

* Telecom sales include service receipts.




45,139,711 52,144,828

Less: Transferred to Intangible assets under development

Travelling expenses (including foreign travel) 1,237,546 -

Marketing & Distribution expenses 1,521,000 -

Total 42,381,165 52,144,828


31.03.2017 31.03.2016


PRIOR PERIOD EXPENSES/(INCOME) NET

Interest Income on Security deposit with Electricity department (169,829) (377,244)

Power and fuel - (109,761)

Testing fee - 27,000

Legal and professional fee - 87,000

Miscellaneous expenses 26,000 37,800

Total (143,829) (335,205)


Note no. 27 to the financial statements:

27.1 Contingent Liabilities, Capital and Other CommitmentsAmount as at Amount as at

31.03.2017 31.03.2016A. Contingent Liabilities not provided for:

i) Guarantees and LC 43,409,811 36,505,752ii) Disputed Demands in respect of Central Sales Tax

and Value Added Tax 4,632,134 394,473iii) Disputed Demands in respect of Central Excise NIL 189,918iv) Legal Proceedings:

Mr. Pradeep Kanodia, along with his son and family HUF, have filed a Company petition before the Hon’ble Company Law Board under Sections 397 and 398 of the Companies Act, 1956, being Pradeep Kanodia & Others v. Precision Electronics Ltd. & Others, C.P. No. 162/ND of 2013. In the Petition, the Petitioners have leveled allegations of oppression and mismanagement against the Company and its Board of Directors. It may be noticed that the Petitioners had previously also filed a similar petition in 2012, being C.P.No.123/ND/2012 raising similar allegations. That Petition was dismissed as withdrawn by Order of the Hon’ble CLB on 14.11.2012. The said Company Petition is pending adjudication before the Hon’ble CLB as also the Hon’ble Delhi High Court. Mr. Pradeep Kanodia, along with his son and family HUF have also filed a Civil Suit being CS (OS) Comm No 104/2016 against the Company and some of its shareholders in the Hon’ble Delhi High Court. The reliefs sought in the Suit include specific performance of a private arrangement executed between Mr. Pradeep Kanodia and Mr. Ashok Kanodia; to which the Company is not a party, nor can the Company be bound by the same. The said Suit is pending adjudication before the Hon’ble Delhi High Court. The allegations raised by Mr. Pradeep Kanodia in the Company Petition as also the Civil Suit are totally unfounded and misplaced; the Company has sought legal advice on the issues raised and is vigorously defending the same. The Board of Directors have empowered independent Directors Mr. Suresh Vyas and Mr. S.K. Kataria to take decisions on all legal actions that are necessary to protect the best interest of the Company and its shareholders..

Amount as at Amount as at 31.03.2017 31.03.2016

B. Commitments

i) Capital Commitments net of Advances - -

ii) Other Commitments - -



27.2 Balances of Trade Receivables, Short Term Loan & Advances, Long Term Loan & Advances, Other Current Assets and Trade Payables are subject to confirmation from the parties.

27.3 The Micro, small and medium enterprises to whom the company owes more than Rs. 1 Lac and outstanding for more than 30 days as under:


(Rs.) (Rs.)

Total outstanding dues to Micro,

Small and medium enterprises 5,744,878 6,592,683

There is no liability for interest which would be payable as Interest on delayed payments as per the Micro, small and medium enterprises Development Act 2006 as the company does not receive any claims in respect of interest.

27.4 Segment Reporting:

a) Business Segments: Based on guiding principles given in Accounting Standard-17 "Segment Reporting "issued by the Institute of Chartered Accountants of India, the Company's Business Segments include: Telecom and Infra Services.

b) Geographical Segments: Since the Company's activities / operations are primarily within the Country & considering the nature of the products/services it deals in, the risk & returns are the same as such there is only one geographical segment.

c) Information about business segments

TELECOM INFRA SERVICES TOTAL

Particulars Current Year Previous Year Current Year Previous Year Current Year Previous Year

Segment revenue

External sales* 152,988,699 125,280,726 87,576,112 132,136,958 240,564,811 257,417,684

Inter segment sales - - - - - -

Total revenue 152,988,699 125,280,726 87,576,112 132,136,958 240,564,811 257,417,684

Segment results 11,911,371 (32,852,875) 10,999,262 22,756,058 22,910,634 (10,096,818)

Unallocated(expenses)/Income (4,567,926) (4,846,277)

Operating(loss)/profit 18,342,708 (14,943,096)

Finance expenses 11,613,509 10,551,805

Interest income 925,972 800,984

Profit/(Loss) before taxation 7,655,171 (24,693,916)

Wealth tax, Earlier years tax &Mat Credit Entitlement (108,600) -

Deferred Tax Assets 7,160,539 (5,194,904)

Provision for Income Tax - -

Net profit after tax 603,232 (19,499,012)

Segment Assets 405,724,255 365,560,411 50,232,097 56,473,264 455,956,353 422,033,676

Unallocated assets 22,817,083 29,977,622

Total assets 478,773,436 452,011,298

Segment Liabilities 74,209,481 64,586,197 31,274,372 31,984,030 105,483,853 96,570,227

Share Capital 138,487,620 138,487,620

Secured & Unsecured Loans 91,712,301 73,004,903

Unallocated Liabilities - -

Reserve & surplus 143,089,662 143,948,549

Total liabilities 478,773,436 452,011,298

Depreciation 10,063,735 10,982,963 626,473 726,756 10,690,208 11,709,719

* Telecom sales include service receipts.


27.5 Related Party Disclosure:

Information about Related Parties as required by Accounting Standard -18.

A) List of Related Party

i) Relative of the Key Management Personnel and their Enterprises/ Associates where the Transaction has been taken place.

a) Ashok Kanodia (HUF) - (HUF of Managing Director)

b) Mr. Pradeep Kanodia - (Executive Director and Brother of Managing Director)*

c) Mr. Nikhil Kanodia - (Son of Managing Director)

ii) Key Management Personnel

a) Mr. Ashok Kanodia - (Managing Director of the Company)

b) Mr. Jagjit Singh Chopra (Chief Financial Officer of the Company)

c) Mr. Gurvinder Singh Monga (Company secretary of the Company)**

d) Miss. Veenita Puri (Company secretary of the Company)***

*Ceased to be Executive Director w.e.f. 04.06.2015

** Ceased to be Company Secretary w.e.f. 22.12.2015

*** Appointed as Company Secretary w.e.f. 16.01.2016

B) Transactions with Related Parties

(Fig. in ‘000)

i) Relative of the Key Management Personnel and their Current Year Previous Year

Enterprises/Associates where the transaction have

been taken place.

Rent 120 120

Salary including Perquisites 2733 2945

Amount Payable 288 227


Remuneration including Perquisites 2128 1615

Interest 3638 2921


Unsecured loan taken during the year 8800 6500

Unsecured loan Repaid during the year 0 1500

Unsecured loan at the year 36175 27375

Amount Payable other then Unsecured loan 10862 6046

27.6 Earning Per Share (EPS)

A. Before Prior Period Items: Year Ended Year Ended31.03.2017 31.03.2016

i) Number of Equity Share outstanding : (Face value of Rs.10 Each)

Number of Shares at the Beginning of the year 13848512 13848512

Number of Shares at the End of the year 13848512 13848512

ii) Net Profit/(loss) after taxation as per Profit & Loss A/c 459403 (19,834,217)

iii) Basic & Diluted Earnings (in Rupees) Per Share 0.03 (1.43)

B. After Prior Period Items: Year Ended Year Ended

31.03.2017 31.03.2016


Number of Shares at the Beginning of the period 13848512 13848512

Number of Shares at the Close of the period 13848512 13848512

ii) Net Profit/(loss) after prior period items and taxation as per

Profit & loss Account 603232 (19,499,012)




27.7 Report Under AS -15 Employee Benefits (Revised 2005)

1. Actuarial Assumptions

Particulars Gratuity Leave Encashment

Current year Previous year Current year Previous year

Discount Rate 8.00% 8.00% 7.50% 7.80%

Salary Escalation 7.00% 8.00% 10.00% 10.00%

Mortality Table 2006-08 (IAL 2006-08 (IAL

Ultimate) Ultimate)

The Present value of Obligation is as per Projected Unit Credit Method.

2. Table showing changes in present value of obligations



Present value of obligations as at

beginning of year 8,490,703 8,097,674 2,390,532 2,143,620

Interest cost 679,256 647,814 168,404 160,291

Current Service Cost 1,151,033 1,219,278 1,400,138 1,438,896

Benefits Paid (614,827) 533,477 (290,289) (177,227)

Actuarial (gain)/Loss on Obligations (519,227) (940,586) (1,426,050) (1,175,048)


end of year 9,186,938 8,490,703 2,242,735 2,390,532

3. Table showing changes in the fair value of plan assets



Fair value of plan assets at beginning of years 3,826,530 3,174,377 - -

Expected return on plan assets 212,598 263,426 - -

Contributions - 922,204 - -

Benefits paid (614,827) 533,477 (290,289) (177,227)

Actuarial (gain)/Loss on Plan Assets - - - -

Fair value of Plan assets as at end of year 3,424,301 3,826,530 - -

4. Table showing fair value of plan assets




Actual return on plan assets 212,598 263,426 - -


Benefits paid 614,827 533,477 (290,289) (177,227)


Present Value of obligation at the year end 9,186,938 - 2,242,735 2,390,532

Funded Status (5,762,636) (4,664,173) (1,943,699) (2,390,532)

Excess of actual over estimated return on Plan Assets. - - - -



27.5 Related Party Disclosure:

Information about Related Parties as required by Accounting Standard -18.

A) List of Related Party

i) Relative of the Key Management Personnel and their Enterprises/ Associates where the Transaction has been taken place.

a) Ashok Kanodia (HUF) - (HUF of Managing Director)

b) Mr. Pradeep Kanodia - (Executive Director and Brother of Managing Director)*

c) Mr. Nikhil Kanodia - (Son of Managing Director)


a) Mr. Ashok Kanodia - (Managing Director of the Company)

b) Mr. Jagjit Singh Chopra (Chief Financial Officer of the Company)

c) Mr. Gurvinder Singh Monga (Company secretary of the Company)**

d) Miss. Veenita Puri (Company secretary of the Company)***

*Ceased to be Executive Director w.e.f. 04.06.2015

** Ceased to be Company Secretary w.e.f. 22.12.2015

*** Appointed as Company Secretary w.e.f. 16.01.2016

B) Transactions with Related Parties

(Fig. in ‘000)

i) Relative of the Key Management Personnel and their Current Year Previous Year

Enterprises/Associates where the transaction have

been taken place.

Rent 120 120


Amount Payable 288 227


Remuneration including Perquisites 2128 1615

Interest 3638 2921


Unsecured loan taken during the year 8800 6500

Unsecured loan Repaid during the year 0 1500

Unsecured loan at the year 36175 27375

Amount Payable other then Unsecured loan 10862 6046

27.6 Earning Per Share (EPS)

A. Before Prior Period Items: Year Ended Year Ended31.03.2017 31.03.2016


Number of Shares at the Beginning of the year 13848512 13848512

Number of Shares at the End of the year 13848512 13848512

ii) Net Profit/(loss) after taxation as per Profit & Loss A/c 459403 (19,834,217)


B. After Prior Period Items: Year Ended Year Ended

31.03.2017 31.03.2016


Number of Shares at the Beginning of the period 13848512 13848512

Number of Shares at the Close of the period 13848512 13848512

ii) Net Profit/(loss) after prior period items and taxation as per

Profit & loss Account 603232 (19,499,012)




27.7 Report Under AS -15 Employee Benefits (Revised 2005)

1. Actuarial Assumptions



Discount Rate 8.00% 8.00% 7.50% 7.80%

Salary Escalation 7.00% 8.00% 10.00% 10.00%

Mortality Table 2006-08 (IAL 2006-08 (IAL

Ultimate) Ultimate)

The Present value of Obligation is as per Projected Unit Credit Method.

2. Table showing changes in present value of obligations




beginning of year 8,490,703 8,097,674 2,390,532 2,143,620

Interest cost 679,256 647,814 168,404 160,291

Current Service Cost 1,151,033 1,219,278 1,400,138 1,438,896

Benefits Paid (614,827) 533,477 (290,289) (177,227)

Actuarial (gain)/Loss on Obligations (519,227) (940,586) (1,426,050) (1,175,048)


end of year 9,186,938 8,490,703 2,242,735 2,390,532

3. Table showing changes in the fair value of plan assets






Benefits paid (614,827) 533,477 (290,289) (177,227)

Actuarial (gain)/Loss on Plan Assets - - - -


4. Table showing fair value of plan assets




Actual return on plan assets 212,598 263,426 - -


Benefits paid 614,827 533,477 (290,289) (177,227)


Present Value of obligation at the year end 9,186,938 - 2,242,735 2,390,532

Funded Status (5,762,636) (4,664,173) (1,943,699) (2,390,532)

Excess of actual over estimated return on Plan Assets. - - - -



5. Actuarial Gain/Loss recognize



Actuarial gain/Loss for the year Obligations 519,227 940,586 1,426,050 1,175,048

Actuarial gain/Loss for the year Plan assets - - - -

Total (gain) /Loss for the year (519,227) (940,586) (1,426,050) (1,175,048)

Actuarial Gain/Loss recognized In the year (519,227) (940,586) (1,426,050) (1,175,048)

Unrecognized Actuarial (Gain)/Loss at

the end of the IVP - - - -

6. The amount to be recognized in the balance sheet



Present value of obligations as at the end of year 9,186,938 8,490,703 2,242,735 2,390,532

Fair value of plan assets as at the end of the year 3,424,301 3,826,530 - -

Funded status (5,762,636) (4,664,173) (2,242,735) (2,390,532)

Net assets/ (liability) recognized In the balance sheet (5,762,636) (4,664,173) (2,242,735)* (2,390,532)

7. Expenses Recognized in statement of Profit & Loss



Current Service cost 1,151,033 1,219,278 1,400,138 1,438,896

Interest Cost 679,256 647,817 168,404 160,291


Net Actuarial (gain)/Loss recognized in the year (519,227) (940,586) (1,426,050) (1,175,048)

Expenses recognized in statement of Profit & Loss 1,098,464 663,079 142,492** 424,139

This pertains to long term liability worked in respect of deferred leave only. Expected short term liability of Rs. 893,293- (Previous year Rs. 1,018,623/-) will be added to this figure.

** This pertains to long term liability only. Actual payments (under the various heads) incurred over the inter valuation period should be added to this figure.

27.8 Disclosure on Specified Bank Notes (SBN)

During the year, the company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification, G.S.R. 308(E) dated 31.03.2017. The details of SBNs held and transacted during the period from 08th November, 2016 to 30th December, 2016, the denomination – wise SBNs and other notes as per the notification are as follows:

d



27.11. a) Revenue from Operations

Particulars Sales Value

Current Year Previous YearRupees Rupees

Multiplexers, Interface Card, Converter, Modem &

Routers, Digital Radio System, Digital Voice Data Recorder, Encryptors, Mast, Antenna, PDU and power supply and others 121,312,861 91,451,480

Export Sale Telecom 16,953,570 20,938,009

PCM-Trading Goods 4,288,856 1,239

Services 33,808,762 29,314,187


Total 267,770,390 287,341,629


267,770,390 287,341,629

Other Operating Revenue

Duty Drawback 205,975 246,591

Sale of Scrap 91,197 53,887

Total 268,067,562 287,642,107

27.11.b) Raw Material Consumed

Particulars VALUE


Elect. Compo. & Modules 36,529,491 34,349,393

Mechanical H/W & Sub system 843,771 1,974,848

Others 29,706,134 17,517,457

Infra Service -Material 29,498,276 23,401,154

Total 96,577,672 77,242,852


Particulars SBNs Other TotalDenomination

notes

Closing cash in hand as on 8-11-2016 300,000 195,213 495,213

(+) Permitted receipts - 744,140 744,140

(-) Permitted Payments - 870,033 870,033

(-) Amount deposited in Banks 300,000 - 300,000

Closing cash in hand as on 30-12-2016 - 69,320 69,320

27.9. All the figures have been rounded off to the nearest rupees other than specifically stated.

27.10 Current year figures are shown in bold letter.

27.11 Previous year’s figures have been regrouped / rearranged & reclassified where ever necessary to make them comparable with the current year.


5. Actuarial Gain/Loss recognize



Actuarial gain/Loss for the year Obligations 519,227 940,586 1,426,050 1,175,048

Actuarial gain/Loss for the year Plan assets - - - -

Total (gain) /Loss for the year (519,227) (940,586) (1,426,050) (1,175,048)

Actuarial Gain/Loss recognized In the year (519,227) (940,586) (1,426,050) (1,175,048)

Unrecognized Actuarial (Gain)/Loss at

the end of the IVP - - - -

6. The amount to be recognized in the balance sheet



Present value of obligations as at the end of year 9,186,938 8,490,703 2,242,735 2,390,532

Fair value of plan assets as at the end of the year 3,424,301 3,826,530 - -

Funded status (5,762,636) (4,664,173) (2,242,735) (2,390,532)

Net assets/ (liability) recognized In the balance sheet (5,762,636) (4,664,173) (2,242,735)* (2,390,532)

7. Expenses Recognized in statement of Profit & Loss



Current Service cost 1,151,033 1,219,278 1,400,138 1,438,896

Interest Cost 679,256 647,817 168,404 160,291


Net Actuarial (gain)/Loss recognized in the year (519,227) (940,586) (1,426,050) (1,175,048)

Expenses recognized in statement of Profit & Loss 1,098,464 663,079 142,492** 424,139

This pertains to long term liability worked in respect of deferred leave only. Expected short term liability of Rs. 893,293- (Previous year Rs. 1,018,623/-) will be added to this figure.

** This pertains to long term liability only. Actual payments (under the various heads) incurred over the inter valuation period should be added to this figure.

27.8 Disclosure on Specified Bank Notes (SBN)

During the year, the company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification, G.S.R. 308(E) dated 31.03.2017. The details of SBNs held and transacted during the period from 08th November, 2016 to 30th December, 2016, the denomination – wise SBNs and other notes as per the notification are as follows:

d



27.11. a) Revenue from Operations

Particulars Sales Value


Multiplexers, Interface Card, Converter, Modem &

Routers, Digital Radio System, Digital Voice Data Recorder, Encryptors, Mast, Antenna, PDU and power supply and others 121,312,861 91,451,480

Export Sale Telecom 16,953,570 20,938,009

PCM-Trading Goods 4,288,856 1,239

Services 33,808,762 29,314,187


Total 267,770,390 287,341,629


267,770,390 287,341,629

Other Operating Revenue

Duty Drawback 205,975 246,591

Sale of Scrap 91,197 53,887

Total 268,067,562 287,642,107

27.11.b) Raw Material Consumed

Particulars VALUE


Elect. Compo. & Modules 36,529,491 34,349,393

Mechanical H/W & Sub system 843,771 1,974,848

Others 29,706,134 17,517,457

Infra Service -Material 29,498,276 23,401,154

Total 96,577,672 77,242,852


Particulars SBNs Other TotalDenomination

notes

Closing cash in hand as on 8-11-2016 300,000 195,213 495,213

(+) Permitted receipts - 744,140 744,140

(-) Permitted Payments - 870,033 870,033

(-) Amount deposited in Banks 300,000 - 300,000

Closing cash in hand as on 30-12-2016 - 69,320 69,320

27.9. All the figures have been rounded off to the nearest rupees other than specifically stated.

27.10 Current year figures are shown in bold letter.

27.11 Previous year’s figures have been regrouped / rearranged & reclassified where ever necessary to make them comparable with the current year.



27.11.c) Value of Imported and Indigenous material consumed


Percent Value Percent ValueRupees Rupees

Raw Material & Components

Imported 11.19 10,810,892 19.75 15,253,916

Indigenous 88.81 85,766,780 80.25 61,988,936

Stores and Spares

Imported - - - -

Indigenous 100.00 613,933 100.00 752,495

Total 97,191,605 77,995,347

Consumption of Imported Spares & Parts does not include spare parts amounting Rs. NIL

(Previous Year Rs.13,887/-) used for repairs. 27.11.d) Value of imports on CIF basis

Particulars Current Year Previous YearRupees Rupees

Raw Material and Components 9,822,262 17,282,734

Capital Goods - 142,294

Raw Material Traded Goods - -

Total 9,822,262 17,425,028

27.11.e) Earnings in Foreign Exchange


Rupees Rupees

Export of Goods of F.O.B. 16,953,570 20,938,009

Others

-Export Service in Foreign Currency 137,419 -

-Domestic Sales in Foreign Currency 3,952,776 6,151,632

-Domestic Services in Foreign Currency 29,799,258 53,810,701

Total 50,843,023 80,900,342

27.11.f) Expenditure in Foreign Currency


Technical Services - 4,638,243

Others

-Travelling 217,956 2,554,281

Total 217,956 7,192,524






Notes :



27.11.c) Value of Imported and Indigenous material consumed


Percent Value Percent ValueRupees Rupees

Raw Material & Components

Imported 11.19 10,810,892 19.75 15,253,916

Indigenous 88.81 85,766,780 80.25 61,988,936

Stores and Spares

Imported - - - -

Indigenous 100.00 613,933 100.00 752,495

Total 97,191,605 77,995,347

Consumption of Imported Spares & Parts does not include spare parts amounting Rs. NIL

(Previous Year Rs.13,887/-) used for repairs. 27.11.d) Value of imports on CIF basis


Raw Material and Components 9,822,262 17,282,734

Capital Goods - 142,294

Raw Material Traded Goods - -

Total 9,822,262 17,425,028

27.11.e) Earnings in Foreign Exchange


Rupees Rupees

Export of Goods of F.O.B. 16,953,570 20,938,009

Others

-Export Service in Foreign Currency 137,419 -

-Domestic Sales in Foreign Currency 3,952,776 6,151,632

-Domestic Services in Foreign Currency 29,799,258 53,810,701

Total 50,843,023 80,900,342

27.11.f) Expenditure in Foreign Currency


Technical Services - 4,638,243

Others

-Travelling 217,956 2,554,281

Total 217,956 7,192,524






Notes :


Notes :


Notes :

Route Map For AGM Venue


2

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