Mystic Electronics Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors are pleased to present the 13^th Annual Report along with the Audited Accounts for the Financial Year
ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY

(Rs. In Lakhs)

Particulars	Year ended 31st	Year ended 31st
	March, 2024	March, 2023
Profit/(Loss) before interest, depreciation, tax and Extra Ordinary Items	31.117	(378.044)
Less: Depreciation/amortization		-
Profit/(Loss) before interest, tax and Extra Ordinary Items	31.117	(378.044)
Less: Provision for taxes on incomes		-
--Current tax	1.484	-
--Deferred tax liability / (asset)		-
Profit/(Loss) before Extra-Ordinary Items	29.633	(378.044)
Extra Ordinary Items (Net of Tax)	178.613	721.405
Profit/ (Loss) for the year	(148.979)	(343.361)
Other Comprehensive Income	12.301	(63.196)
Total Comprehensive Income for the years	(136.679)	(406.557)

2. STATE OF COMPANY''S AFFAIRS

The operating environment this year continued to remain volatile and challenging. Your Directors regret to report
that the company has continued to incur losses amounting to Rs. 14,897,940/- after tax in the financial year under
review as compared to loss amounting to Rs. 34,336,086/- incurred during the previous financial year. The Board is
striving to recover the losses and has been exploring the other prospective growth avenues to restore the
Company''s financial position.

3. DIVIDEND & RESERVES

In view of the losses incurred during the year and considering the Company''s ongoing financial performance, the
Board of Directors do not recommend to distribute any dividend for the Year under review and therefore there is no
amount proposed to be transferred to the General Reserves.

4. TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no unclaimed or unpaid dividend during the previous years and hence no funds or shares were required
to be transferred to the Investor Education and Protection Fund during the year under review.

5. SHARE CAPITAL

There is no change in the authorised, issued, subscribed and paid-up share capital during the financial year under
review.

The Authorised Share Capital of the Company as on 31^st March, 2024 stood at Rs. 21,00,00,000 (Rupees Twenty One
Crore) divided into 2,10,00,000 equity shares of the face value of Rs. 10/- each.

The paid up Equity Share Capital as on 31^st March, 2024 is Rs. 19,76,62,480/- (Rupees Nineteen Crores Seventy-Six
Lakhs Sixty-Two Thousand Four Hundred and Eighty Only) divided into 1,97,66,248 (One Crore Ninety-Seven Lakh
Sixty-Six Thousand Two Hundred and Forty-Eight) Equity Shares of the face value of Rs. 10/- each.

Further, the Company has not issued any shares with or without differential voting rights. It has neither issued
employee stock options nor Sweat Equity Shares and does not have any scheme to fund its employees to purchase
the shares of the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Retirement by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Articles of Association
of the Company, Mr. Krishan Khadaria, Director of the Company, retires by rotation, at the forthcoming Annual
General Meeting (AGM) and, being eligible, he offers himself for re-appointment. Your Directors recommend his re¬
appointment as Director of the Company. The brief resume of Mr. Krishan Khadaria, nature of expertise, disclosure
of relationship between directors inter-se, details of directorships and committee membership held in other
companies of the Directors proposed to be re-appointed, along with his shareholding in the Company, as stipulated
under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice
of the ensuing AGM.

Appointment and cessation of Directors during the year:

During the year under review, there were following changes in the composition of Board of Directors of the
Company.

^Cessation of Mr. Narendra Gupta (DIN: 00418421) from the position of Independent Director of the Company
w.e.f 18^th May, 2023.

>Regularisation of Mr. Manaklal Agrawal (DIN: 10214780) as an Independent Director of the Company at the 12^th
Annual General Meeting held on 29^th September, 2023.

> Re-appointment of Ms. Niraali Thingalaya (DIN: 08125213) as an Independent Director for second term of five
consecutive years w.e.f. 29th September, 2023.

^Cessation of Mrs. Asha Khadaria (DIN: 00219112) from the position of Non-executive Non-Independent Director
of the Company w.e.f 27^th November, 2023.

^Cessation of Mr. Manoj Bhatia (DIN: 01953191) from the position of Independent Director of the Company w.e.f
30^th March, 2024.

Declaration by Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations
including amendments thereof, the Company has, inter alia, received the following declarations from all the
Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made
thereunder and Listing Regulations. There has been no change in the circumstances affecting their status as
Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of
Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and
hold high standards of integrity required to discharge their duties with an objective independent judgment and
without any external influence. List of key skills, expertise and core competencies of the Board, including the
Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

Appointment and Cessation of Key Managerial Personnel (KMP) during the year:

During the year under review, Ms. Disha Bhatia (Membership No. A32812), ceased to be a Key Managerial
Personnel (Company Secretary) upon her resignation on 31^st July, 2023.

Ms. Sakshi Dubey (Membership No. A72324) was appointed as Company Secretary and Compliance Officer and was
designated as a Key Managerial Personnel with effect from 28^th September, 2023.

Pursuant to Section 203 of the Act, the Key Managerial Personnel ("KMP") of the Company as on 31^st March, 2024
are:

• Mr. Mohit Khadaria, Managing Director

• Mr. Nitin Pawaskar, Chief Financial Officer

• Ms. Sakshi Dubey, Company Secretary & Compliance Officer

Information regarding the directors seeking appointment/ re-appointment:

• Appointment of Mr. Himanshu Agarwal (DIN: 09569882), as an Additional Non-executive director in the
Independent category with effect from 2^nd September, 2024 for the period of 5 consecutive years, subject to
the approval of the members at ensuing 13^th AGM of the Company.

The Board of Directors at their meeting held on 2^nd September, 2024 based on the recommendation of
Nomination and Remuneration Committee of the Company, approved the appointment of Mr. Himanshu Agarwal
(DIN: 09569882) as an Additional director (in the capacity of an Independent Director) of the Company with effect
from 2^nd September, 2024 who has submitted a declaration that he meets the criteria of independence under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under
the provisions of the Act, the Rules made thereunder and the Listing Regulations, as an Independent Director of
the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing
from 2^nd September, 2024 to 1^st September, 2029 subject to the approval of the members in the ensuing 13^th
AGM of the Company to be held on 30^th September, 2024.

Pursuant to the provisions of Section 149 of the Act, the Independent Director has submitted declaration that he
meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations.

In view of the above, consent of the members for appointment of Mr. Himanshu as an Independent Director, was
sought by way of Special Resolution under the Item No. 3 of the resolution to be passed at the 13th AGM
scheduled to be held on 30^th September, 2024.

Familiarization Program:

In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, at the time
of appointing an Independent Director, a formal letter of appointment is given to them, which, inter alia, explains
the roles, functions, duties, and responsibilities expected of them as a Director of the Company. The Director is also
thoroughly briefed on the compliances required under the Act, the SEBI Listing Regulations, and other statutes. The
Managing Director also have one to-one discussions with the newly appointed Director to familiarize them with the
Company''s operations. As per regulation 46(2) of SEBI Listing Regulations, 2015, the terms and conditions of
appointment of independent directors and the details of familiarisation programme are available on the website of
the Company under the web link http://www.mystic-electronics.com/investors.html

7. COMPLIANCE WITH SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and
ability, confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable Accounting
Standards have been followed and there is no material departure from the same;

b) they 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 of the Company for that period;

c) they 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) they have prepared the annual accounts for the financial year ended 31^st March, 2024 on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

9. MEETINGS OF THE BOARD

During the year under review, 7(Seven) meetings of the Board of Directors were held. For details of the meetings of
the board, please refer to the Corporate Governance Report, which forms part of this report.

10. COMMITTEES OF THE BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and with a view to have more focused attention on business and for better governance and
accountability, the Board has the following mandatory committees:

a) Audit Committee;

b) Nomination & Remuneration Committee; and

c) Stakeholders Relationship Committee.

The details with respect to the composition, powers, roles, terms of reference, number of meetings held,
attendance at the meetings etc. of statutory committees are given in detail in the Corporate Governance Report,
which forms part of this Report.

11. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint ventures and associate company.

12. PARTICULARS OF EMPLOYEES

The information as per the provisions of Section 197(12) of the Companies Act read with Rule 5(2) and 5(3) of
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, the Report
and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of
employees under Rule 5(2) and 5(3) of the Rules. Any Member interested in obtaining a copy of the said statement
may write to the Company Secretary at the Registered Office of the Company or on the email address of the
Company i.e. [email protected].

The statement of Disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 (1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is mentioned below.

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The Ratio of the remuneration of each director to the median remuneration of the employees of the
company for the Financial Year 2023-24: Not applicable as your Company is not providing any remuneration
to the Directors of the Company.

2. Percentage increase in remuneration of each Director, CFO and Company Secretary:

During the year under review, no Sitting fees or remuneration was paid to the Directors & percentage increase
in the salary of CFO is 7.79%.

3. The percentage increase in the median remuneration of employees in the Financial Year 2023-24: During the
Year under review, the median remuneration is Rs. 396850 p.a. and the Percentage increase in Median
Remuneration of employee is 98.43%.

4. During the year, there were 4 employees on the roll of the Company during the year, however as on 31^st
March, the Company had 3 employees on the roll.

5. Average percentile increases already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration:

Not applicable as the Company has not increased the salary of any of the employee other than key managerial
personnel during the last financial year. There are no other exceptional circumstances for increase in the
remuneration of key managerial personnel and increase in remuneration has been in accordance with the
Company''s policies.

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

13. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a formal policy for prevention of sexual harassment of its women employees in line
with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The
constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is not applicable on your Company and there was no complaint about sexual
harassment during the year under review.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is neither engaged in any manufacturing activity nor the Company has any manufacturing unit,
therefore the prescribed particulars with regards to compliance of rules relating to conservation of Energy and
Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the
Companies (Accounts) Rules, 2014 are not applicable on your Company.

15. DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public falling under
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans and Investments covered under section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2023-24 are given in the Notes to
the financial statement.

17. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the period under review were placed before the Audit Committee
and the Board for their approval, and the same are disclosed in the financial statements of your Company. Further,
in terms of the provisions of section 188(1) of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014 and regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all
contracts/ arrangements/transactions entered into by the Company with its related parties during the year under
review were in ordinary course of business of the Company, on an arm''s length basis and in accordance with the
policy on related party transactions formulated by the Company and reviewed on a periodic basis.

In line with the requirements of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, your Company has in place a policy on related party transactions which is available on Company''s website at
http://www.mvstic-electronics.com/pdfs/Policv%20on%20Related%20Partv%20Transaction.pdf the same was
amended by Board of Directors from time to time in order to comply with the various amendments in SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 that took place during the financial year 2023-24.

18. STATUTORY AUDITORS & AUDITORS'' REPORT

M/s. Sunil Vankawala & Associates, Chartered Accountants (Registration No. 110616W), were appointed as the
Statutory Auditors of the Company at the 9^th Annual General Meeting ("AGM"), for a term of five consecutive
years, till the conclusion of the 14^th AGM to be held in the year 2025.

In accordance with section 40 of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is
not required to be ratified at every AGM. Thus, M/s. Sunil Vankawala & Associates, Chartered Accountants will
continue to hold office till the conclusion of 14^th AGM.

The Auditor''s Report on financial statements is a forming part of this Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year, the
Statutory & Internal Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013,
therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

19. SECRETARIAL AUDITORS & AUDITORS'' REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, read with Regulation 24A of the Listing Regulations, the Board of Directors of
the Company had appointed M/s. Ritika Agarwal & Associates, Practicing Company Secretary as Secretarial
Auditors to undertake the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit
Report is annexed herewith as ANNEXURE II, which forms an integral part of this report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore
no detail is required to be disclosed under Section 134(3) (ca) of the Act.

During the period under review, following observations were made by the Secretarial Auditor:

Observations	Management Remark
The Company has filed the Form AOC-XBRL for the F.Y 2022-23 by paying additional fees of Rs. 700/-, under section 137 of Companies Act, 2013 and Rule 12(1) of Companies (Accounts) Rules, 2014.	Due to some ongoing technical glitch with the XBRL filing software the Company couldn''t generate the XML file on time which in turn caused delay in filing of the Form AOC-XBRL.
The Company passed an Ordinary Resolution instead of Special Resolution for appointment of Manaklal Agarwal as an Independent Director of the Company as prescribed under Regulation 25 (2A) of SEBI (LODR), regulations 2015.	Please note that, Mr. Manaklal Agarwal (DIN: 10214780), was duly appointed as an Independent Director of the Company, vide an ordinary resolution passed in the 12 th Annual General Meeting held on 30 th September, 2023. While passing the resolution our then Company Secretary did keep in mind the pre¬ requisite stated under section 152 of Companies act, 2013 which demands passing of an ordinary resolution in the general meeting for appointment of an Independent Director, however we happen to inadvertently overlook the requirement of passing a Special Resolution as prescribed under Regulation 25 (2A) of SEBI (LODR), regulations 2015 which was inserted w.e.f. 1st January, 2022. Our Company “Mystic Electronics Limited” is a well compliant company and is committed to maintaining the highest standards of corporate governance. We understand that we should have been more diligent in meeting the regulatory requirements and consequently we are unquestionably apologetic for the bona fide mistake made at the end of the Company, however we would like to bring to you attention that despite the resolution with respect to Mr. Manaklal''s appointment as an Independent Director of the Company was put up as an Ordinary Resolution, but it was still passed with a requisite majority of 99.986% votes in its favor. In view of the above clarification, we henceforth assure that we will stay informed with latest updates in laws & regulations and would beforehand consider every aspect of regulations and provisions that shall be made applicable to the Company.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT

The Statutory Auditors, Internal Auditor or Secretarial Auditor of the Company have not reported any frauds to the
Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 including rules
made thereunder.

21. CORPORATE GOVERNANCE

In compliance with the Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed report on Corporate Governance forms an integral part of this Annual
Report. A Certificate from the statutory auditors, M/s. Sunil Vankawala & Associates confirming compliance of the
conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is appended to the Corporate Governance Report as Annexure VII

A Certificate of the MD and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is also
forming part of Corporate Governance Report as ANNEXURE IV.

22. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the draft Annual Return for the
financial year 2023-24 in prescribed form MGT-7 is placed on the website of the Company at the following link:
www.mystic-electronics.com/investors.html .

This Annual Return is subject to such changes / alterations / modifications as may be required to carry out
subsequent to the adoption of the Directors'' Report by the Shareholders at the 13^th Annual General Meeting.

23. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not
apply to the Company.

24. INTERNAL CONTROL SYSTEMS

The Company has adequate and robust Internal Control System, commensurate with the size, scale and complexity
of its operation. The Internal Control System is placed to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.
Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your
Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015, Management Discussion & Analysis Report with review of the operations, state of affairs,
performance and outlook of the Company for the reporting year forms part of this report and is marked as
Annexure ''I''.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formed a Whistle Blower Policy for establishing a vigil mechanism for directors and employees to
report genuine concerns regarding unethical behavior and mismanagement, if any. The said mechanism also
provides for strict confidentiality, adequate safeguards against victimization of persons who use such mechanism
and makes provision for direct access to the chairperson of the Audit Committee in appropriate cases. No personnel
have been denied access to the Audit Committee pertaining to the Whistle Blower Policy.

The said Whistle Blower Policy has been disseminated on the Company''s website at www.mystic-electronics.com.

27. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, Annual Performance Evaluation of the Board, the
Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors
and the Board as a whole was conducted based on the criteria and framework adopted by Nomination &
Remuneration Committee, details of which are provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance
evaluation of the Non-Independent Directors was carried out by the Independent Directors in their separate
meeting. The Board of Directors expressed their satisfaction with the evaluation process.

28. RISK MANAGEMENT

The Board of Directors of the Company has made a Risk Management Policy which requires them to aware the
shareholders of the Company regarding development and implementation of risk management plan for the
Company, including identification therein of elements of risks, if any, which in their opinion might threaten the
existence of the Company, the management plan to mitigate the same and ensuring its effectiveness. The Audit

Committee has additional oversight in the area of financial risks and controls. The details of the Policy have been
posted on the Company''s website www.mystic-electronics.com.

29. DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY

The Board of Directors has in place a Policy which lays down a framework in relation to remuneration of Directors,
KMP and other employees of the Company.

The said Policy is available on the Company''s website http://www.mystic-
electronics.com/pdfs/NominationRemunerationPolicy.pdf

30. MATERIAL CHANGES AND COMMITMENTS

There is no material change since the closure of the financial year 2023-2024 till the date of the report affecting the
financial position of the Company.

31. COST RECORDS AND COST AUDIT

The requirement of maintaining cost records as specified under provisions of section 148(1) of the Act is not
applicable to the Company for the period under review.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and company''s operations in future.

33. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

During the year, there are no such instances and no settlements have been done with banks or financial institutions.

34. OTHER DISCLOSURES

In terms of the applicable provisions of the Act and the SEBI Listing Regulations, your Company additionally discloses
that, during the year under review:

> there was no change in the nature of business of your Company. ;

> it has not raised any funds through qualified institutions placement as per Regulation 32(7A) of the SEBI
Listing Regulations;

> it did not engage in commodity hedging activities;

> there was no application made before National Company Law Tribunal for initiation of insolvency proceeding
against the Company nor any proceeding were pending under the insolvency and bankruptcy code, 2016 (31
of 2016).

> there were no foreign exchange earnings or out flow.

35. GREEN INITIATIVES

The Company supports and pursues the ''''Green Initiative'''' of the Ministry of Corporate Affairs, Government of India.
Members are requested to support green initiative by registering their e-mail id (a) in case of electronic / demat
holding with their respective Depository Participant and (b) in case of physical holding either with the RTA by
sending e-mail to [email protected] or with the Company by sending e-mail to
[email protected] by quoting name and folio number.

This initiative would enable the members to receive communication promptly besides paving way for reduction in
paper consumption and wastage. You would appreciate this initiative taken by the Ministry of Corporate Affairs and
your Company''s desire to participate in the initiative. If there is any change in e-mail id, shareholder can update his /
her e-mail id in same manner as mentioned above.

Further, pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situation, owing to the difficulties
involved in dispatching of physical copies of the Notice of the 13th AGM and the Annual Report for the financial year
2023-24, are being sent only by email to the Members. Members may note that this Notice and Annual Report
2023-24 will be available on the Company''s website www.mystic-electronics.com , websites of the Stock Exchanges
i.e. BSE Limited at www.bseindia.com.

36. ACKNOWLEDGEMENT

Your Directors express deep sense of appreciation to the members, investors, bankers, service providers, customers,
and other business constituents for their continued faith, abundant assistance and cooperation extended to the
Company. Your Directors would like to make a special mention of the support extended by the various Departments
of Government of India, the State Governments, particularly, the Tax Authorities, the Ministry of Commerce,
Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued
support in all future endeavors.

Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed
by employees at all levels.

By and on behalf of the Board
For Mystic Electronics Limited

Sd/- Sd/-

Krishan Khadaria Mohit Khadaria
Director Managing Director

DIN:00219096 DIN:05142395

Registered Office:

401/A, Pearl Arcade, Opp. P. K. Jewellers,

Dawood Baug Lane, Off J. P. Road,

Andheri (West), Mumbai - 400 058

Place: Mumbai

Dated: 2nd September, 2024

---

Mar 31, 2015

The Directors are pleased to present their Fourth Annual Report together with the audited financial statements, for the financial year ended March 31, 2015

1. FINANCIAL PERFORMANCE OF THE COMPANY (Rs. In Lacs)

PARTICULARS 31-03-2015 31-03-2014

Profit before interest, depreciation,

tax and Extra Ordinary Items 86.94 31.51

Depreciation/amortization NIL NIL

Profit before interest tax and Extra Ordinary Items 86.94 31.51

Finance Costs NIL NIL

Profit before tax and Extra Ordinary Items 86.94 31.51

Less: Provision for taxes on income

-Current tax 25.86 11.00

-Deferred tax liability / (asset) 1.04 (1.23)

Profit before Extra Ordinary Items 60.04 21.74

Extra Ordinary Items (Net of Tax)

Profit for the year 60.04 21.74

2. STATE OF COMPANY'S AFFAIRS

The Company's Profit after tax for the year under review increased to Rs. 60,04,407/- (Rupees Sixty Lacs Four Thousand Four Hundred Seven Only) as compared to a profit after tax of Rs. 21,73,946/- (Rupees Twenty One Lacs Seventy Three Thousand Nine Hundred & Forty Six Only). Hence, the focused approach of profitable businesses have resulted in the better performance of the Company at the EBITA level for the year as compared to the previous year. Barring unforeseen circumstances, the directors of your company expect continued growth in profit in future as well.

The Company is involved in the business of trading of electronic products. With the development of Electronics industry and liberal policies of the government, the Board of Directors of your Company feels that proposed new actions will help the Company to consolidate its business and intensify its area of operations.

3. DIVIDEND & RESERVES

Yours Directors do not recommend any dividend for the year ended March 31, 2015, in view of growth & expansion of business and insufficient profits during the year.

During the year under review, no amount was transferred to Reserves.

4. SHARE CAPITAL

Sub-Division of Shares

Pursuant to the provisions of Section 61 of the Companies Act, 2013, and other applicable provisions, if any, of the Companies Act, 2013, the Memorandum and Articles of Association of the Company and the approval given by members at the Extra-Ordinary General Meeting held on July 18, 2014 for sub-division of equity shares of the Company, each equity share of nominal value of Rs. 10/- (Rupees Ten Only) was sub-divided into 10 (Ten) Equity Shares of nominal value of Re. 1/- (Rupee One Only) each fully paid-up. The record date for the sub-division was August 19, 2014.

The paid up Equity Share Capital of your Company after sub-division of the face value of equity shares is Rs. 19,76,62,480/- (Rupees Nineteen Crore Seventy Six lacs Sixty Two Thousand Four Hundred and Eighty Only) divided into 197662480 (Nineteen Crore Seventy Six lacs Sixty Two Thousand Four Hundred and Eighty) Equity Shares of the face value of Re. 1/- (Rupee One Only) each.

5. DIRECTORS

In terms of Section 149 of the Act, the Members, at the Annual General Meeting (AGM) held on September 30, 2014, approved the appointment of the following as Independent Directors of the Company:

- Mr. Manoj Bhatia (w.e.f. 30.09.2014)

- Mr. Tarun Keram (w.e.f. 25.12.2013)

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Krishan Khadaria, Director, retires by rotation at the forthcoming AGM and, being eligible, offers himself for re appointment.

During the year under review, Mrs. Asha Khadaria resigned as Director of the Company w.e.f 13th February, 2015. The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by her to the Board and the Company during her tenure as Director.

Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors had at its meeting held on 30th March, 2015, appointed Ms. Madhumati Gawade as an Additional Director of the Company w.e.f 30th March, 2015. The requisite resolution for approval of her appointment as Director is being proposed in the notice of the forthcoming AGM for the approval of the members.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.

6. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchange. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

7. KEY MANAGERIAL PERSONNEL

Ms. Priya Porwal, resigned from the post of Company Secretary of the Company w.e.f. March 30, 2015. The Board placed on record its deep appreciation for the valuable contribution made by her during her tenure of office.

During the year under review, in terms of Section 203 of the Act, your Company appointed the following persons as Key Managerial Personnel:

S. No. Name of the Person Designation Date of Appointment

1 Mr. Rajesh Agarwal Chief Financial Officer 17th September, 2014

2 Ms. Parvati Nirban Manager 14th August, 2014 3 Ms. Disha Jain Company Secretary 30th March, 2015

8. MEETINGS OF THE BOARD

During the year under review, 11 meetings of the Board of Directors were held. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

9. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

Details of composition, terms of reference, number of meetings held for respective committees and details of the familiarization programmes for Independent Directors are given in the Report on Corporate Governance.

10. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the requirement of the clause 49 of Listing Agreement with Stock Exchange in India, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report marked as "Annexure A".

11. CORPORATE GOVERNANCE

Your Company has always endeavored to adhere to high standards of Corporate Governance and ensured its compliance both in spirit and law.

As required by Clause 49 of the Listing Agreement with the BSE Limited (BSE), the reports on Corporate Governance practices followed by the Company together with a certificate from the Company's Auditor confirming compliance is annexed and form an integral part of this Report.

12. STATUTORY AUDITORS & AUDITORS' REPORT

CPM & Associates, Chartered Accountants (Firm Registration No. 114923W) holds office until the conclusion of ensuing AGM and have expressed their unwillingness to be reappointed as the Statutory Auditors of the Company.

Further, your Company has received a written consent and a certificate from M/s. Bansal Bansal & Company, Chartered Accountants (Registration No. 100986W) to the effect that their appointment, if made, would satisfy the criteria provided in sections 139 and 141 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

The Board hereby recommends the appointment of M/s. Bansal Bansal & Company, Chartered Accountants (Registration No. 100986W) as Statutory Auditors of the Company for a period of five years i.e., from the conclusion of the 4th Annual General Meeting up to the conclusion of 9th Annual General Meeting subject to ratification by Members every year at AGM.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

13. SECRETARIAL AUDITORS & AUDITORS' REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. G. S. BHIDE & ASSOCIATES, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended March, 31, 2015.

The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure B" to this Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a) That in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) That Appropriate accounting policies have been selected and applied consistently and have 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 March 31, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

c) That proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis.

e) That the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as on March 31, 2015 is attached as "Annexure C" to this Report.

16. DEPOSITS

In terms of the provisions of Sections 73 of the Act read with the relevant Rules of the Act, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31,2015.

17. RELATED PARTY TRANSACTIONS

In all related party transactions that were entered into during the financial year, an Endeavour was made consistently that they were on an arm's length basis and were in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Listing Agreement. However, the material related party transactions are accorded for shareholders' approval in the ensuing Annual General Meeting.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of foreseen and repetitive nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee are placed before the Audit Committee on a quarterly basis for its review.

The Company has adopted a Policy on Related Party Transactions. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: www.pearl-electronics.com. The details of the transactions with Related Parties are provided in the accompanying financial statements.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 is not applicable to the Company.

18. DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been disclosed in the Corporate Governance Report which forms part of this Report.

19. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGERIAL PERSONNEL

The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company's website www.pearl-electronics.com. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Directors have also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

20. GUIDELINES ON INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The Board is responsible for implementation of the Code. The details of the Code adopted by the Company forms a part of Corporate Governance Report annexed to this Report.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act, the Company has established a Vigil Mechanism that enables the Directors and Employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy.

The Vigil Mechanism provides for:

a) adequate safeguards against victimization of persons who use the Vigil Mechanism;and

b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism policy/Whistle Blower Policy is explained in the Corporate Governance Report and is made available on the Company's website www.pearl- electronics.com.

22. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans and Investments covered under section 186 of the Companies Act, 2013 made by your Company during the year under review are given in the Notes on financial statement referred to in the Auditors' Report.

24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is neither engaged in any

manufacturing activity nor the Company has any manufacturing unit, therefore there prescribed particulars with regards to compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable on your Company.

25. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

26. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non- independent Directors and Management, considered/evaluated the performance of the board as a whole and Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report which is annexed and forms part to this Report.

27. PARTICULARS OF EMPLOYEES

Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company since during the period under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 197 of the Act.

28. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. As per the policy requirement Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The details of the Committee are provided in the Corporate Governance Report annexed to this Report.

The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

29. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) The Company does not have any subsidiary, associate and Joint Venture.

iii) Issue of shares (including sweat equity shares) to employees of the Company

iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future

v) No change in nature of business.

vi) The Company confirms that it has paid the annual listing fees for the year 2015-16 to Bombay Stock Exchange.

vii) There were no material change and commitments affecting the financial position of the Company between the end of financial year and the date of the Report.

30. ACKNOWLEDGEMENT

Your Directors express deep sense of appreciation to the members, investors, bankers, service providers, customers, and other business constituents for their continued faith, abundant assistance and cooperation extended to the Company. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Tax Authorities, the Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavors.

Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company.

By and on behalf of the Board

for Pearl Electronics Limited



Sd/- Sd/-

Krishan Khadaria Manoj Bhatia

Director Director

DIN: 00219096 DIN:01953191

Place : Mumbai

Date : August 14, 2015

---

Mar 31, 2014

The Members

The Directors have pleasure in presenting their Report and Audited Accounts of the Company for the financial year ended March 31,2014.

FINANCIAL RESULTS

The highlights of the Company''s financial performance for the year ended March 31, 2014 are summarized below:

(Rs.) In Lakhs

Particulars 31.03.2014 31.03.2013

Profit before interest, 31.51 4.94 depreciation, tax and Extra Ordinary Items

Depreciation/amortization Profit before interest, tax and 31.51 4.94 Extra Ordinary Items

Finance Costs - -

Profit before tax and Extra 31.51 4.94 Ordinary Items

Less: Provision for taxes on income

-Current tax 11.00 3.90

-Deferred tax liability / (asset) (1.23) (2.34)

Profit before Extra Ordinary 21.74 3.38 Items

Extra Ordinary Items (Net of Tax) - -

Profit for the year 21.74 3.38

PERFORMANCE AND FUTURE PROSPECTS

The Company has achieved a Profit after tax of Rs. 21,73,946/- ( Rupees Twenty One Lakhs Seventy Three Thousand Nine Hundred and Forty Six Only) from the operations of the Company as compared to a profit after tax of Rs. 3,38,397 (Rupees Three Lakhs Thirty Eight Thousand Three Hundred and Ninety Seven Only) earned during the previous financial year. The turnover of the Company during the financial year was Rs. 23,44,40,568 (Rupees Twenty Three Crore Forty Four Lakhs Forty Thousand Five Hundred and Sixty Eight Only) as against last year''s turnover of Rs. 68,91,87,129 (Rupees Sixty Eight Crore Ninety One Lakhs Eighty Seven One Hundred and Twenty Nine Only).

DIVIDEND

Yours Directors do not recommend any dividend for the year ended March 31,2014, in view of the growth of the business and insufficient profits during the year.

DIRECTORS

Mrs. Asha Khadaria who retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Her brief profile is furnished in the Annexure to the explanatory statement of the notice of this Annual General Meeting.

Mr. Tarun Keram was appointed as an Additional Director as per section 161(1) of the Companies Act, 2013, on December 25,2013 to hold office upto the date of this AGM and being eligible offers himself for appointment as Director of the Company in accordance with section 152 and other applicable provisions, if any, of the Companies Act, 2013.

As on the date of this Report, Mr. Manoj Bhatia and Mr. Tarun Keram are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act, 1956 and Companies Act, 2013 respectively. In order to give effect to the applicable provisions of sections 149 and 152 of the Companies Act, 2013, it is proposed that these Directors be appointed as Independent Directors, to hold office for five consecutive years, foraterm upto March 31,2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Companies Act, 2013, and under Clause 49 of the Listing Agreement with the Stock Exchange.

PREFERENTIAL ISSUE

During the year, the Company vide its Extra- Ordinary General Meeting held on May 25, 2013, had offered 1,02,30,000 ( One Crore Two Lakhs Thirty Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each at a Premium of Rs. 15/- (Rupees Fifteen Only) per share to Strategic Investors not forming part of the Promoter Group by way of Preferential basis pursuant to provisions of Section 81(1 A) and all other applicable provisions of the Companies Act, 1956 and Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the "SEBI (ICDR) Regulations, 2009").

Consequent to the above, the Company at its Board

meeting held on June 07, 2013 had allotted 92,30,000 (Ninety Two Lakhs Thirty Thousand ) Equity shares of Rs. 10/- (Rupes Ten Only) each at a premium of Rs. 15/- (Rupees Fifteen Only) per share on preferential basis.

Further, in order to comply with the pricing formula prescribed under regulation 76(3) of chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009, the Company at its Board meeting February 14, 2014 recomputed the preferential issue price from Rs. 25/- ( Rupees Twenty Five Only) per share at a price of Rs. 60.74/- (Rupees Sixty and Seventy Four Paise Only). Notice of the same were sent to the respective preferential allottees for paying the differential amount.

The Company had also received the recomputed pricing certificate issued by the Auditors, M/s. CPM & Associates, Chartered Accountants on February 6, 2014, in compliance with regulation 76(3) of chapter VII of SEBI (ICDR) Regulation, 2009.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed and there are no material departures from the same;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act ,1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. that the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. CPM & Associates, Chartered Accountants (Firm Registration No. 114923W), Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re- appoint them as the Auditors of the Company commencing from the conclusion of this Annual General Meeting, until the conclusion of the 6* Annual General Meeting of the Company.

AUDITORS'' REPORT

The observations of the Auditors in their Report, read with the relevant Notes to the accounts are self- explanatory and therefore do not require further explanations.

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

Your Company is actively involved in trading of electronic products such as mobile handsets, computer hardwares and softwares etc. and has successfully completed two years in its trading business. At the end of first year (March 2013), the Company had earned a profit of Rs. 3.38 Lakhs and by the end of second year (March 2014), your Company has made a good amount of profit amounting to Rs. 21.74 Lakhs. Your Company is in the process of diversifying and expanding its existing business activites into newer areas to attain better profits during this year which shall be beneficial for the growth of the Company and its members.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian consumer electronics market demand is estimated to grow to USD 125 billion by 2015-16and USD 400 billion in next six years. The long term opportunity in consumer electronics has opened the door to new international players. Several new entrants are investing in brand creation, new innovation and distribution network to attract Indian customers. Modern retail and e-commerce has increased the reach of consumer durables, and devises including smart phones and tablets will be common way to consume entertainment.

The country has a strong base of distributors of electronics components - both domestic players and MNCs- making the market very competitive with presence of a large number of domestic and international brands.

OPPORTUNITIES

- Due to increasing competition and globalization, large varieties and kinds of electronic products are easily available in the markets thereby resulting in satisfaction of growing customer demands.

- Due to easy availability of component at reasonable rates, products can be provided to customers at reasonable prices.

- Possibility of achieving greater profit margins in this field, leading to business growth of the Company.

RISKS & CONCERNS

- Due to fast changing market & new evolving Technologies obsolescence is a major concern.

- Faster delivery of goods requires proper stocking.

- Currency & Commodity price volatility directly impact on the margins.

OUTLOOK

The directors are hopeful of increasing the sales Turnover of the components through diversifying the product basket and business area. The Company is optimistic about the more growth process for the current Financial Year.

PARTICULARS OF EMPLOYEES

Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company complies with Clause 49 of the Listing

Agreement, as amended from time to time and a separate report on Corporate Governance along with the Auditors Certificate confirming compliance with the requirements of Clause 49, is annexed to this report.

CONSERVATION OF ENERGY AND TECHNOLOGICAL ABSORPTION

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange out flow/inflow during the year.

ACKNOWLEDGMENT

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels thereby contributing largely to the growth and success of the Company. Your Directors also wish to place on record their gratitude to the shareholders for their continued faith, support and confidence in the Company.

By and on behalf of the Board for Pearl Electronics Limited

Krishan Khadaria Manoj Bhatia

Director Director

Place: Mumbai Dated: May 30, 2014