Your directors have pleasure in presenting the 75th Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2025.
STATE OF AFFAIRS OF THE COMPANY
Your Company was in the business of sales and service of Lead Storage Batteries, Power Backup Systems and Automotive parts.
The Company has been revived from CIRP pursuant to Order passed by Hon'ble NCLT, Mumbai Bench dated 27th November, 2024, approving the Resolution Plan of the Successful Resolution Applicant Mr. Jatin Ramanbhai Patel. Implementation and Monitoring Committee was appointed to handover the Company's Management to the Board of Directors. The Board of Directors of the Company was appointed as on 18th February, 2025.
FINANCIAL HIGHLIGHTS:
|
Particulars
|
Year Ended 31.03.2025
|
Year Ended 31.03.2024
|
|
Revenue from Operations
|
0
|
0
|
|
Other Income
|
61,422.24
|
8.36
|
|
Total Revenue
|
61,422.24
|
8.36
|
|
Cost of Raw Materials Consumed
|
0
|
0
|
|
Purchase of Stocks in Trade
|
0
|
0
|
|
Changes in inventories of Finished Goods and Work in Progress
|
0
|
0
|
|
Employee Benefits Expenses
|
0
|
16.32
|
|
Finance Costs
|
1.21
|
33.73
|
|
Depreciation and Amortization
|
0
|
0.01
|
|
Other Expenses
|
60,072.89
|
25.38
|
|
Total Expenses
|
60,074.10
|
75.43
|
|
Profit/(Loss) before tax
|
1,348.14
|
(67.07)
|
|
Exceptional items
|
0
|
(1.13)
|
|
Tax Expense
|
0
|
0
|
|
Net Profit/(Loss) after tax
|
1,348.14
|
( 68.21)
|
|
Other Comprehensive Income/(Expenses)
|
0
|
0.83
|
|
Total Comprehensive Income for the year
|
1,348.14
|
(67.38)
|
|
Earnings per share
|
12.94
|
(0.65)
|
For the financial year ended 31st March, 2025, your Company has reported NIL revenue from operations and Net Profit of ^ 1,348.14 Lakhs as compared to previous financial year 2023-24 where revenue from operations were reported NIL and Net Profit was ^ ((67.38)) Lakhs.
DIVIDEND
Your directors do not propose any dividend for the year under review.
SHARE CAPITAL & LISTING
The Paid-up Equity Share Capital as at 31st March, 2025 stood at 1,04,19,600 equity shares of Rs. 10 each and 91,00,000 Preference shares of Rs. 10 each.
Pursuant to the terms of the Resolution Plan approved by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench vide order dated November 27, 2024, there was cancellation and extinguishment of 100% presently outstanding equity and preference shares and allotment of 50,000 equity shares to existing public in the ratio of 1 (one) fresh equity share of face value of Rs. 10 for every 98.35 ordinary equity shares and 95,00,000 equity shares to the promoter & promoter group.
Henceforth, New Paid-up capital of the company stood at 1,00,00,000/- consisting of 10,00,000 shares of Rupees 10/- each.
The Company's Equity Shares are listed on the BSE Limited (“BSE”). The trading in Equity Shares has been suspended due Procedural reasons.
Further, the Company has received listing approval for 10,00,000 shares of Rs. 10/- per share as on November 28, 2025. The corporate action is still under process for these shares.
BOARD MEETINGS
Since the Board was appointed on 18 February 2025, no Board or Committee meetings could be held for the financial year 2024-25. However, the Monitoring Committee continued to meet and approve necessary matters until the new Board assumed control.
CORPORATE GOVERNANCE
Your directors believe that corporate governance is an ethically driven business process that is committed to values aimed at enhancing the growth of your Company. The endeavour is to continue and move forward as a responsible and sustainable Company in order to attract as well as retain talents, investors and to maintain fulfilling relationships with the communities and take all possible steps in the direction to re-write a new future for your Company.
We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to comply with the code of conduct framed for the Board and senior management under SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,and have maintained high standards of corporate governance based on the principle of effective implementation of internal control measures, adherence to the law and regulations and accountability at all levels of the organization.
Your Company's corporate governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high levels of integrity in decision making. The corporate governance report of the Company for the Year Under Review as required under the applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, is attached hereto and forms part of this report. The requisite certificate from Secretarial Auditors, M/s J V Wadhwani & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.
GENERAL RESERVES
During the year under review, no amount has been transferred to General Reserves.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits/(losses) and cash flows for the year ended March 31, 2025.
Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses financial results on a quarterly basis which are subjected to limited review and publishes audited financial results on an annual basis.
AUDIT AND AUDITORS
? STATUTORY AUDITORS
The Statutory Audit for FY 2024-25 was conducted by G. P. Kapadia & Co., Chartered Accountants (Firm Registration No.: 104768W).The Monitoring Committee of the Company at their 6th meeting held on the 25th February 2025 (Tuesday) through video conference (VC) , had approved the re¬ appointment of G.P. Kapadia & Co., Chartered Accountants (Firm Registration No.: 104768W), to conduct the statutory audit and Limited review for each quarter for the financial year 2024-25.
The Audit Report issued by M/s. G.P. Kapadia & Co. on the financial statements for the financial year 2024-25 forms part of the Annual Report. The notes to the financial statements, as referred to in the Auditor's Report, are self-explanatory and do not require any further clarification or comment.
Further, the Board of Directors in its meeting held on Wednesday i.e. July 25, 2025, approved the appointment of M/s. J M Patel & Bros, Chartered Accountants (Firm Registration No. 107707W) as the Statutory auditor of the Company for a period of five years from financial Year 2025-26 to financial year 2029-30, subject to approval of shareholders in ensuing Annual General Meeting of the company.
The Auditor has carried out statutory Audit of the standalone financials and has issued a modified opinion (disclaimer of opinion).
? SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s J V Wadhwani & Associates Company Secretaries in Practice (FCS No.: 12338) to undertake the Secretarial Audit of the Company for the Financial year 2024-25.
The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II.
Further, the Board of Directors in its meeting held on Wednesday i.e. July 25, 2025, approved the appointment of M/S Kamlesh. M. Shah, Practicing Company Secretary, having Membership no. ACS:
8356 and COP No. 2072 as the secretarial auditor of the Company for a period of five years from financial Year 2025-26 to financial year 2029-30, subject to approval of shareholders in ensuing Annual General Meeting of the company.
? INTERNAL AUDITORS
Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s PSG AND ASSOCIATES, Chartered Accountants (FRN-.: 133773W). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.
The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.
BUSINESS SEGMENT
The Company is engaged in Sale & Service of Lead Storage Batteries, Power Back up System & Automotive Parts.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
During the year under review, Company has neither granted any loans or guarantee or security nor made any Investments which fall under the provisions of Sections 185 and 186 of the Companies Act, 2013.
ANNUAL RETURN
In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, together with Rule 12 of the Companies (Management and Administration) Rules, 2014, we are pleased to announce that the Annual Return (MGT-7) of the Company as of March 31, 2025, will be accessible on our website https://www.paeltd.com/annual-returns.html. , once the same is submitted to Registrar of Companies. This initiative is part of our ongoing commitment to ensure transparency and ease of access to our corporate disclosures.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 31, 2025, the company does not have any Subsidiary company or Joint Venture or Associate Companies.
RELATED PARTY TRANSACTIONS
The requisite details under Form AOC-2 in Annexure I have been provided in this Report.
The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors.
The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company.
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website
https://www.paeltd.com/assets/paedoc/Policies/Related%20Party%20Transactions%20Poli cy.pdf.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, is provided in a separate section and forms part of the Directors' Report.
MATERIAL CHANGES AFFECTING THE COMPANY
The Company was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived pursuant to Resolution Plan approved by hon'ble NCLT Mumbai Bench Order dated November 27, 2024.
During the previous financial year 2024-25, the management and control of the Company were under the supervision of the Resolution Professional. The new management was appointed on 18.02.2025.
Pursuant to the NCLT Order and the Board Resolution passed on April 14, 2025 all existing shares i.e. 1,04,19,600 equity shares of Rs. 10 each and 91,00,000 Preference shares of Rs. 10 each held by existing shareholders were cancelled and extinguished. Allotment of 50,000 ordinary equity shares of Rs. 10 each was made to existing public shareholders in the ratio of 1: 98.35 as on record date i.e. 4th March, 2025.
Further the Board in its meeting held on April 14, 2025 approved the allotment of 950,000 equity shares of Rs. 10/- each to the new Promoters and Promoter Group (As mentioned in the Resolution Plan) of the Company.
The listing approval from BSE was received on 28th November, 2025.
CHANGE IN NATURE OF BUSINESS, IF ANY
There are no changes in the nature of business in the financial year 2024-25.
BOARD EVALUATION
The Company was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived pursuant to Resolution Plan approved by hon'ble NCLT Mumbai Bench Order dated November 27, 2024.
During the previous financial year 2024-25, the management and control of the Company were under the supervision of the Resolution Professional. The new management was appointed on 18.02.2025.
As the first meeting of the Board of Directors was held on April 14, 2025 Board Evaluation for the FY 2024-25 under review was not carried out.
MEETING OF THE INDEPENDENT DIRECTORS
There was no meeting of Independent Directors during the previous financial year 2024-25,
Matrix setting out the skills/expertise/competence of the Board of Directors
|
Sr. No
|
Essential Core skills/expertise/competencies required for the Company
|
Core
skills/expertise/competencies of all the Directors on the Board of the Company
|
|
1.
|
Strategic and Business Leadership
|
The Directors and especially the Managing Director have many years of experience.
|
|
2.
|
Financial expertise
|
The Board has eminent business leaders with deep knowledge of finance and business.
|
|
3.
|
Governance, Compliance and Regulatory
|
The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
|
|
4.
|
Knowledge and expertise of Trade and Technology
|
The Directors have profound knowledge of economic Affairs, trade and technology related matters.
|
NUMBER OF MEETINGS OF THE BOARD
There was no meeting of Board of Directors during the previous financial year 2024-25, as the management and control of the Company were under the supervision of the Resolution Professional (Implementation & Monitoring Committee).
NUMBER OF MEETINGS OF THE BOARD COMMITTEES
There was no Committee meetings held during the previous financial year 2024-25.
BOARD COMMITTEES
The Board has following Committees, viz,
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
MANAGEMENT
There is a change in management of the Company post completion of CIRP Process as per direction issued by NCLT, Mumbai bench. The detail of new management has been provided elsewhere in the Annual Report.
BOARD OF DIRECTORS
There was a change in entire Board due to change in management as per directions issued by hon'ble NCLT, Mumbai vide it's order dated 27thNovember, 2024.
Following are the details of changes in Board during the year till December 31, 2025 -
|
Sr. No
|
Name of Director
|
Designation
|
Date of Appointment
|
Date of Resignation
|
|
1.
|
Nimeshkumar Ganpatbhai Patel
|
Managing Director
|
18/02/2025
|
|
|
2.
|
Jatinbhai Patel
|
CFO & Executive Director
|
18/02/2025
|
|
|
3.
|
Ziral Soni
|
Additional Non¬ Executive Independent Director
|
18/02/2025
|
31/03/2025
|
|
4.
|
Nandish
Shaileshbhai Jani
|
Additional Non¬ Executive Independent Director
|
18/02/2025
|
27/08/2025
|
|
5.
|
Rajesh Chinubhai Sutaria
|
Additional Non¬ Executive Independent Director
|
18/02/2025
|
02/09/2025
|
|
6.
|
Priyanka Joshi
|
Additional Non¬ Executive Independent Director
|
14/04/2025
|
27/08/2025
|
|
7.
|
Akash Nareshbhai Patel
|
Additional Non¬ Executive Independent Director
|
06/08/2025
|
|
|
8.
|
Bhargavi Dilipbhai Gupta
|
Additional Non¬ Executive Independent Director
|
06/08/2025
|
|
|
9.
|
Mayankkumar
|
Additional Non-
|
02/09/2025
|
-
|
| |
Ashokbhai Sedani
|
Executive
Independent
Director
|
|
|
There has been Deemed Resignation of following person in such designation in the MONITORING COMMITTEE meeting of company:
|
Sr. No
|
NAME
|
DESIGNATION
|
DATE OF RESIGNATION
|
|
1.
|
Pritam Arvind Doshi
|
Managing Director & Chairman
|
18/02/2025
|
|
2.
|
Dipen Yashwantkumar Jhaveri
|
Non-Executive Independent Director
|
18/02/2025
|
|
3.
|
Anoop Anil Doshi
|
Non-Executive Independent Director
|
18/02/2025
|
|
4.
|
Priyadarshani Arvind Doshi
|
Non-Executive Independent Director
|
18/02/2025
|
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.
Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.
DIRECTOR RETIRING BY ROTATION
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Nimeshkumar Ganpatbhai Patel (DIN-10939411) Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
He has given a declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.
INDEPENDENT DIRECTORS & KMPs
As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.
As per requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole-time director in any listed entity shall serve as an independent director in not more than three listed entities.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.
Independent Directors have confirmed that they have complied with the Company's Code of Business Conduct & Ethics.
Change in the composition of Board and KMP during the current financial has been provided herein below:
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|
Sr. No
|
Name of Director
|
Designation
|
Date of Appointment
|
Date of Resignation
|
|
1.
|
Nimeshkumar Ganpatbhai Patel
|
Managing Director
|
18/02/2025
|
|
|
2.
|
Jatinbhai Patel
|
CFO & Executive Director
|
18/02/2025
|
|
|
3.
|
Ziral Soni
|
Additional Non¬ Executive Independent Director
|
18/02/2025
|
31/03/2025
|
|
4.
|
Nandish
Shaileshbhai Jani
|
Additional Non¬ Executive Independent Director
|
18/02/2025
|
|
|
5.
|
Rajesh Chinubhai Sutaria
|
Additional Non¬ Executive Independent Director
|
18/02/2025
|
|
|
6.
|
Sarah Eugene Kantharia
|
Company Secretary and Compliance Officer
|
18/02/2025
|
|
There has been Deemed Resignation of following person in such designation in the MONITORING COMMITTEE meeting of company:
|
Sr. No
|
NAME
|
DESIGNATION
|
DATE OF RESIGNATION
|
|
1.
|
Pritam Arvind Doshi
|
Managing Director & Chairman
|
18/02/2025
|
|
2.
|
Dipen Yashwantkumar Jhaveri
|
Non-Executive Independent Director
|
18/02/2025
|
|
3.
|
Anoop Anil Doshi
|
Non-Executive Independent Director
|
18/02/2025
|
|
4.
|
Priyadarshani Arvind Doshi
|
Non-Executive Independent Director
|
18/02/2025
|
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. They have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 that they are independent of the management.
PERFORMANCE EVALUATION
As the Board of Directors was appointed with effect from February 18, 2025, the Annual Performance Evaluation was not carried out by the Company.
POLICIES
All the Policies adopted by the Board have been mentioned in the Corporate Governance Report. FAMILIARISATION PROGRAM FOR DIRECTORS
As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.
The familiarisation programme for the independent directors is customised to suit their individual interests and area of expertise. The directors are usually encouraged to interact with members of senior management as part of the induction programme. The senior management make presentations giving an overview of the Company's strategy, operations and group structure, board constitution and guidelines, and the major risks and risk management strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the management.
The familiarisation programme for independent directors is also available on the website of the company.
NOMINATION & REMUNERATION POLICY
The Company has devised a Nomination and Remuneration Policy (“NRC Policy”) which inter alia sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the appointment as directors, key managerial personnel (“KMPs'’) and senior management personnel (“SMPs”).
The NRC Policy has been framed with the objective-
a. To ensure that appointment of directors, KMPs and SMPs and their removals are in compliances with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015;
b. to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;
c. to adopt best practices to attract and retain talent by the Company; and
d. to ensure diversity of the Board of the Company
The NRC Policy of the Company can be accessed at the website of the Company at https://www.paeltd.com/assets/paedoc/Policies/Nomination%20and%20Remuneration%20 Policy.pdf SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS
Following are the details of Orders passed by Regulators, Tribunals or Courts -
The Company, PAE Limited, was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived pursuant to an approved Resolution Plan.
Pursuant to the Resolution Plan approved by the Hon'ble NCLT, Mumbai bench vide Order No- CP (IB) No. 1074/MB/2023 on November 27, 2024, all existing shares i.e., 1,04,19,600 equity shares of Rs. 10 each and 91,00,000 Preference shares of Rs. 10 each held by existing shareholders are to be cancelled and extinguished and of 50,000 ordinary equity shares of Rs. 10 each are to be allotted to existing public shareholders in the ratio of 1 : 98.35 as on record date i.e. 4th March, 2025 and 950,000 equity shares of Rs. 10/- each are to be allotted to the new Promoters and Promoter Group (As mentioned in the Resolution Plan) of the Company.
CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):
The Resolution Plan issued by honourable NCLT, Mumbai bench has been successfully implemented. Change in management has already been implemented and also the fresh Capital has been infused. The Company has received Listing approval and is awaiting Trading approval from BSE.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
The Paid-up Equity Share Capital as at 31st March, 2025 stood at 1,04,19,600 equity shares of Rs. 10 each and 91,00,000 Preference shares of Rs. 10 each.
Pursuant to the terms of the Resolution Plan approved by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench vide order dated November 27, 2024, there was cancellation and extinguishment of 100% presently outstanding equity and preference shares and allotment of 50,000 equity shares to existing public in the ratio of 1 (one) fresh equity share of face value of Rs. 10 for every 98.35 ordinary equity shares and 95,00,000 equity shares to the promoter & promoter group.
Henceforth, New Paid-up capital of the company stood at 1,00,00,000/- consisting of 10,00,000 shares of Rupees 10/- each.
The Company has received Listing approval and is awaiting Trading approval from BSE.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:
1. In the preparation of the annual accounts, for the year ended 31st March 2025, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any;
2. 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 March 31, 2025 and of the profit of the Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the Directors had prepared the annual accounts on a going concern basis;
5. that 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; and
6. 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.
BUSINESS RISK MANAGEMENT
The company has put in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.
Further, the Company is not required to constitute Risk Management Committee under SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.
BOARD DIVERSITY POLICY
The Policy on Diversity of Board aims to set out the approach to achieve diversity on the Board of Directors of the Company. Building a Board of diverse and inclusive culture is integral to the success of the “Company”.
The Board considers that its diversity, including gender diversity, is a vital asset to the business.
Inclusive and diverse Board allows more wider perspectives to be integrated when brainstorming, problem solving and developing new ideas for the growth of company business.
The Board Diversity Policy has been posted on the website of the company on https://www.paeltd.com/assets/paedoc/Policies/Board%20Diversity%20Policy.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company
https://www.paeltd.com/assets/paedoc/Policies/Whistle%20Blower%20Policy.pdf
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March, 2025 made under the provisions of Section 92(3) of the Act will be available on Company website link https://www.paeltd.com/annual-returns.html
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES
The Company has a policy on Prevention of Sexual Harassment at Workplace in place.
Company has only 01 Female Employee, it is beyond the practicality to constitute a local compliance committee but a system has been put in place to protect Female Employee(s) from sexual harassment. During the year Company has not received any complaint of harassment.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 is not applicable to the Company for the year under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.
ANNUAL SECRETARIAL COMPLIANCE REPORT
A report on secretarial compliance by M/s Yashree Dixit & Associates for the FY 2024-25 has been submitted with the stock exchange.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.
Male Employees: 2 Female Employees: 1 Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.
DOWNSTREAM INVESTMENT
The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfils the criteria specified in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.
Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility (“CSR”) Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of energy:
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The steps taken or impact on conservation of energy
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Nil
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The steps taken by the company for utilizing alternate sources of energy
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Nil
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The capital investment on energy conservation equipment's
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Nil
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(B) Technology absorption:
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The efforts made towards technology absorption
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Nil
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The benefits derived like product improvement, cost reduction, product development or import substitution etc.
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Nil
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In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
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Not applicable
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The details of technology imported
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Not applicable
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Year of Import
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Not applicable
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whether the technology been fully absorbed
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Not applicable
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If not fully absorbed, areas where has not taken place, reasons thereof.
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Not applicable
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The expenditure incurred on Research and Development
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Not applicable
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(C) Foreign exchange earnings and Outgo:
The company has no foreign exchange earnings and outgo transactions during the current financial year under review.
AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.
Accounting Software for maintaining its books of account for the financial year ended March 31, 2025 was used which has a feature of recording audit trail (edit log) facility for all relevant transactions recorded in the software.
The Company, PAE Limited, was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived pursuant to an approved Resolution Plan. During the previous financial year, the management and control of the Company were under the supervision of the Resolution Professional.
Therefore, for the financial year ended March 31, 2025 the Board is unable to comment on effectiveness of the audit trail.
The new management which was appointed on 18.02.2025 as per the resolution plan dated November 27, 2024, endeavours to comply with the said rule hereafter.
APPRECIATION
Your directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers and members for their continued support and confidence in the Company.
By order of the Board For PAE LIMITED
S/d
Nimeshkumar Patel DIN: 10939411
Chairman & Managing Director
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