To
The Members
Pulz Electronics Limited
Your directors have pleasure in presenting the 19th Annual Report on the business and
operations of the Company, together with the audited accounts for the financial year ended
March 31,2024.
1. FINANCIAL RESULTS
The performance of the for the financial year ended 31 st March 2024 is summarized as
under:
Rs. In Thousands (Except EPS)
| Particulars |
Standalone |
Consolidated |
For the year ended |
For the year ended |
|
31-Mar-24 |
31-Mar-23 |
31-Mar-24 |
31-Mar-23 |
| Total Sales / Income From Operations |
3,14,736 |
2,92,090 |
4,65,082 |
4,48,864 |
| Other Income |
8,065 |
6,716 |
15,271 |
10,819 |
| Net Profit / Loss Before Interest & Depreciation |
76,433 |
63,885 |
1,17,369 |
99,651 |
| Depreciation |
4,632 |
6,119 |
7,085 |
7,113 |
| Interest |
433 |
503 |
561 |
600 |
| Net Profit / Loss Before Taxation |
81,498 |
70,507 |
1,09,723 |
91,938 |
| Provision For Taxation (Incl. Deferred Taxes) |
22,585 |
19,469 |
30,579 |
25,092 |
| Net Profit / Loss After Tax |
61,883 |
51,776 |
82,799 |
67,430 |
| Balance Carried Forward |
1,42,295 |
80,412 |
1,83,085 |
1,00,286 |
| EPS (Basic & Diluted) |
5.68 |
4.79 |
7.59 |
6.18 |
2. PERFORMANCE REVIEW
I During the year under review, the Company earned total revenue of Rs. 3,22,801 (In
Thousands)
I an Increase of 8.03% over previous year.
3. DIVIDEND
No Dividend was declared during the year 2023-24 under review.
4. RESERVES
Amount of Rs. 8,27,99,066 (In Thousands) transferred from current year's profit to
general reserve during the period under review.
5. DEPOSITS
During the year under review, the Company has not accepted or renewed any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
6. LISTING WITH STOCK EXCHANGES
The Equity Shares of the Company is listed on 14th November, 2017 and traded on the NSE
Limited (NSE). The Scrip Code of the Equity Shares of the Company on NSE is PULZ. The
Company has paid upto date listing fees to the NSE.
7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company have Subsidiary Company named R&S Electronics Systems India Private
Limited (Formerly Peerless Speakers Private Limited)
The Company does not have any Joint Venture or an Associate Company
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Rumeeta Ghose
(DIN: 02885906), retires by rotation at the ensuing Annual General Meeting and being
eligible, offers herself for re-appointment. Your directors recommend their approval.
9. SHARE CAPITAL
The paid-up Equity share capital as at March 31,2024 stood at Rs. 10,90,40,000/-.
During the year under review, the Company has neither issued any shares with differential
voting rights nor had granted any stock options or sweat equity.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:
In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2024 and the profit for the
year ended on that date;
The Directors had taken proper and sufficient care of the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting fraud and other irregularities;
The Directors have prepared the annual accounts on a going concern basis:
The Directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;
The Directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating efficiently.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return is prepared in Form MGT-7 as per the provisions of the
Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014
and the same is available at Companies Website. Link is as follows:-
https://www.pulz.biz/investor-corporategovernance-annualreturn.html
11. AUDITORS AND AUDITORS' REPORT
Pursuant to the provisions of Section 139 and the rules framed thereunder M/s. Kumbhat
& Company Chartered Accountants, (FRN: 001609S), was appointed as Statutory Auditor of
the Company for the term of 5 years in 15th AGM Conducted on 29th December 2020.
A) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
there under, M/s Kaushal Doshi & Associates, Company Secretaries in Whole-time
Practice (FCS no. 10609, C P No.13143), were appointed to conduct Secretarial Audit for
the year ended 31st March, 2024. M/s Kaushal Doshi & Associates, Practicing Company
Secretaries has submitted their report on the Secretarial Audit which is attached as
"Annexure A" and forms a part of this report.
12. TAX PROVISIONS
The Company has made adequate provisions as required under the provisions of Income Tax
Act, 1961 as well as other relevant laws governing taxation on the Company.
13. CORPORATE GOVERNANCE
During the year under review, the Paid-Up Capital of the Company is Rs 10,90,40,000 but
Net Worth of the Company Rs. 25,13,34,936 respectively as on 31st March, 2024, but
Corporate Governance provisions as specified in Regulations 17, 18, 19, 20 21,22, 23 24,
25, 26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para-C, D and
E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement), Regulation
2015 is not applicable to the Company. As, the Company is listed on SME Platform so as per
SEBI (LODR 2015) Corporate Governance provisions are not applicable on SME Listed
Companies.
Whenever this regulation becomes applicable to the Company at a later date, we will
comply with requirements those regulations within six months from the date on which the
provisions became applicable to our Company.
14. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report is attached as "Annexure B"
and forms a part of this report.
15. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with the Secretarial Standards related to the Board Meetings
and General Meeting issued by the Institute of Company Secretaries of India (ICSI).
16. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished here under.
Part A and B of the Rules, pertaining to conservation of energy and technology
absorption, are not applicable to the Company.
Foreign Exchange Earnings and outgo
The Foreign Exchange earnings and outgo during the financial period ended 31st March,
2024 is as follows:
| FOREIGN EXCHANGE EARNINGS AND OUTGO |
| Foreign Exchange Earned |
10,802.36 (Rs. In Thousands) |
| Foreign Exchange Used |
3,675.39 (Rs. In Thousands) |
17. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of the Companies
(Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
Report and Accounts are being sent to the Members and others entitled thereto, excluding
the information on employees' particulars which is available for inspection by the Members
at the Registered Office
i of the Company during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary in this regard.
18. NUMBER OF BOARD MEETING CONDUCTED DURING THE YEAR
The Company had 4 (Four) Board meetings during the financial year under review. The
dates on which the Board meetings were held are 24.05.2023, 04.09.2023,12.08.2022,
04.11.2023.12.02.2024.
19. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY COMPANY UNDER SECTION 186
The particulars of Loans, Guarantees and Investments made by the Company under the
provisions of Section 186 of the Act are provided in the notes to Financial Statements
20. RELATED PARTY TRANSACTIONS
During the financial year ended March 31,2023, the contracts or arrangements entered
with related parties referred to in sub-Section (1) of Section 188 of the Companies Act,
2013 are provided in the notes to Financial Statements.
Thus, disclosure in form AOC-2 is applicable to the Company in "Annexure C"
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There was no order passed by any regulator or court or tribunal, which impacts the
going concern status of the Company or will have any bearing on Company's operations in
future.
22. AUDIT COMMITTEE
In accordance with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of SEBI (LODR) Regulation, 2015, the Company has constituted an Audit
Committee in accordance with the terms of reference specified from time to time by the
Board. There is no such incidence where Board has not accepted the recommendation of the
Audit Committee during the year under review.
During the year 2023-24, 4 (Four) Audit Committee meetings were held on 24.05.2023,
04.09.2023.12.08.2022.04.11.2023.12.02.2024.
23. NOMINATION AND REMUNERATION COMMITTEE
In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and
regulation
19 of SEBI (LODR) Regulation, 2015, the Company has constituted a Nomination and
Remuneration Committee in accordance with the terms of reference specified from time to
time by the Board.
During the year 2023-24,4 (Four) Nomination and Remuneration Committee meetings were
held on 24.05.2023,04.09.2023,12.08.2022, 04.11.2023,12.02.2024.
24. STAKEHOLDERS RELATIONSHIP COMMITTEE
In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and
Regulation
20 of SEBI (LODR) Regulation, 2015 the Company has constituted a Stakeholders
Relationship Committee in accordance with the terms of reference specified from time to
time by the Board.
During the year 2023-24, 4 (Four) Stakeholders Relationship Committee meetings were
held on 24.05.2023,04.09.2023,12.08.2022, 04.11.2023,12.02.2024.
25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENT
Internal Control Systems has been designed to provide reasonable assurance that assets
are safeguarded, transactions are executed in accordance's with management's authorization
and properly recorded and accounting records are adequate for preparation of financial
statements and other financial information. Internal check is conducted on a periodical
basis to ascertain the adequacy and effectiveness of internal control systems. In the
opinion of the Board, the existing internal control framework is adequate and commensurate
to the size and nature of the business of the Company.
26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per provisions of Section 135 of the Companies Act, 2013 CSR is applicable on the
Company. However, CSR Amount is Below Rs 50,00,000 So formation of CSR Committee is not
mandatory for the Company. The Company has transferred Amount of CSR for the year 2023-24
in unspent CSR account and same will be spent by the Company in due course of time.
27. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
The Company has adopted a policy on Prevention, Prohibition and Redressal of sexual
harassment at workplace in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no
complaints or allegations of sexual harassment were filed with the Company.
28. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company has a Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors' qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 and
under the provisions of the Listing Regulations.
29. ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit, Nomination and Remuneration and Compliance
Committees, which covers various aspects of the Board's functioning such as adequacy of
the composition of the Board and its Committees, Board Culture, execution and performance
of specific duties, obligations and governance. The performance evaluation of the
Independent Directors was carried out by the entire Board. The performance evaluation of
the Chairman and the Non-Independent Directors was carried out by the Independent
Directors. The Directors expressed their satisfaction with the evaluation process.
30. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for Directors and Employees to report genuine concerns has been
established. We have embodied the mechanism in the Code of Conduct of the Company for
employees to report concerns about unethical behavior, actual or suspected fraud or
violation of our Code of Conduct.
i This mechanism also provides for adequate safeguards against victimization of
employees who
I avail of the mechanism and also provide for direct access to the Chairman of the
Audit Committee in exceptional cases and no personnel have been denied access to the Audit
Committee. The Board and its Audit Committee are informed periodically on the cases
reported, if any and the I status of resolution of such cases.
31. INVESTOR SERVICES
As the members are aware, your Company's shares are tradable compulsorily in electronic
format your Company has established connectivity with both the depositories viz. National
Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In
view of the numerous advantages offered by the Depository system, members are requested to
avail of the facility of de-materialization of Company's shares on either of the
Depositories as aforesaid.
32. DISCLOSURES UNDER SECTION 134(3) (L) OF THE COMPANIES ACT, 2013
There are no material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year of the Company and
date of this report.
33. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The said code of conduct is in line with SEBI (Prohibition of Insider Trading)
Regulations, 2015. The Code requires pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. All the Directors and the designated employees
have complied with the Code.
34. ACKNOWLEDGMENTS
The Board wishes to place on record their appreciation for the sincere efforts of the
Directors, employees and the co-operation extended by the Bankers, Shareholders, clients
& associates for their continue support towards the conduct of the Company.
|
For and on behalf of the Board |
|
Anirvan Partha Ghose |
|
Managing Director |
| Place: Mumbai |
|
| Date: 04/09/2024 |
|
|