Pan Electronics India Ltd. — Annual Report 2020

Jan 22, 2021

==> picture [481 x 108] intentionally omitted <==

37[th ]

ANNUAL REPORT

PAN ELECTRONICS (INDIA) LIMITED

2019 – 2020

==> picture [236 x 46] intentionally omitted <==

CORPORATE INFORMATION

BOARD OF DIRECTORS

Shri. Gullu Gellaram Talreja Chairman & Managing Director Shri. Abhishek Prakash Talreja Whole Time Director Smt. Ambusaravan Asha Director (Independent) (from 04 June 2018) Shri. Nitesh Nanik Rohera Additional Director (from 01 June 2019) Shri. Anil Hargobind Khilnani Chief Financial Officer (KMP)

STATUTORY AUDITORS:

M/s. B N Subramanya & Co., Chartered Accountants, Bengaluru

COMPANY SECRETARY & COMPLIANCE OFFICER

Smt. VEENA TANDUR

BANKERS:

Shamrao Vithal Co-Operative Bank Limited, Yeshwanthpur Branch, Bengaluru

REGISTERED OFFICE:

16B, 1st Phase, Peenya Industrial Area, Bengaluru – 560 058

REGISTRARS & SHARE TRANSFER AGENTS:

Integrated Registry Management Services Private Limited, 30 Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bengaluru 560 003

FACTORY:

New Municipal No.7, 16B, 1st Phase, Peenya Industrial Area, Bengaluru – 560 05

http://www.panelectronicsindia.com/investors

2

==> picture [236 x 46] intentionally omitted <==

PAN ELECTRONICS (INDIA) LIMITED CIN: L00309KA1982PLC004960

Registered & Corporate Office : 16B, 1st Phase, Peenya Industrial Area Peenya Bangalore KA 560058 IN

Website www.panelectronicsindia.com, Email: cs@panelectronicsindia.com

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Thirty Seventh (37) Annual General Meeting of the Members of PAN ELECTRONICS (INDIA) LIMITED will be held on Wednesday, December 30, 2020 at 3:30 P.M IST through video conferencing/ other audio-visual means to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Financial Statement as at 31st March 2020, and reports of the Board of Directors, Corporate Governance and Auditors thereon.

2. Considering resignation of Mr. ABHISHEK PRAKASH TALREJA Whole-time Director of the company.

SPECIAL BUSINESS

3. To Appoint of Mr. NILESH RATHNAKAR DESHPANDE as a Director of the company as nonexecutive Director (DIN: 01998076)

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

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with Schedule IV to the Companies Act, 2013 Mr. NILESH RATHNAKAR DESHPANDE (DIN: 01998076), be and is hereby appointed as a Non-Executive and Non-Independent Director of the Company.”

RESOLVED FURTHER THAT The Directors of the Company be and are hereby severally authorized digitally sign and file necessary e-forms with the Registrar of Companies, Karnataka."

By Order of the Board PAN Electronics (India) Limited

Bangalore SD/09/12/2020 GULLU GELLARAM TALREJA Managing Director | DIN 01740145

NOTES

1. In the View of Ongoing COVID-19 pandemic, Social distancing is a norm to followed and pursuant to the circular No.14/2020 dated 8th April 2020, Circular No. 17/2020 dated 13th April 2020, issued by Ministry of Corporate Affairs (MCA) followed by circular No.20/2020 dated 5th May 2020, physical attendance of the members to the AGM venue is not required and Annual General Meeting (AGM) will be held through video conferencing (VC) or other audio visual means (OAVM). Hence Members can attend and participate in the ensuring AGM though VC/OAVM and no physical presence at the meeting required.

1. Since this AGM is being held through VC/OAVM, physical attendance of the members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy form, Attendance slip, and Route map are not Annexed to the Notice.

3

==> picture [236 x 46] intentionally omitted <==

1. The members can join the AGM in the VC/OAVC mode 15 minutes before and after the scheduled time for the commencement of the meeting by the following procedure mentioned in the Notice. The facility to participate in the AGM through VC/OAVC will be made available to 1000 members on the first come first served basis. However, this number shall not include the large shareholders holding 2% or more share capital, Promoters, Institutional investors, Director, Key managerial Personnel, the chairpersons of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Auditors, Secretarial Auditors, Scrutinizers, ect., who are allowed to attend the AGM without restriction on account of first come first served basis

2. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under section 103 of the Companies Act, 2013.

3. Pursuant to the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the MCA dated 8th April, 2020, 13th April, 2020 and 5th May, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has made an arrangement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, and independent agency for providing necessary platform for Video Conference/ OAVM and necessary technical support as may be required. Therefore, the facility of casting votes by a member using remote e-voting system as well as e-voting on the day of the AGM will be provided by CDSL.

4. The Notice calling the AGM along with complete Annual Report has been uploaded on the website of the Company. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Ltd. at www.bseindia.com and the AGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility and providing necessary platform for Video Conference/OAVM) i.e. www.evotingindia.com

5. In compliance with the MCA Circulars and the Securities and Exchange Board of India ('SEBI) Circular No. SEBI/HO/CFD/CMDI/CIR/P/ 2020/79 dated May 12, 2020, Notice of the 28th AGM along with the Annual Report for Financial Year 2019-20 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / National Securities Depository Limited and Central Depository Services (India) Limited (the Depositories'). To receive shareholders' communications through electronic means, including Annual Reports and Notices, members are requested to kindly register/update their e-mail address with the Company and their respective depository participant, where shares are held in electronic form. A copy of this Notice along the Annual Report for Financial Year 2019-20 is uploaded on the Company's website www.polywood.org, websites of the Stock Exchange i.e. The BSE Limited at www.bseindia.com and on the website of Central Depository Services (India) Limited (CDSL) at www.evotingindia.com

6. Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their voting again

7. In the case of shares held in demat mode, the shareholders may contact the Depository Participant (DP) and register the e-mail address in the demat account as per the process followed and advised by the DP.

8. A brief profile of the Director retiring by rotation and proposed to be re-appointed at the AGM, nature of his expertise in specific functional areas, names of companies in which he holds directorship and membership/chairmanship of Board Committee(s), shareholding and relationship between directors interse as stipulated under Regulation 36 of SEBI Listing Regulation and other requisite information as per Clause 1.2.5 of Secretarial Standards-2 on General Meetings are provided in Annexure-1 to this Notice.

9. The Register of Members and the Share Transfer books of the Company will remain closed from December 23, 2020 to December 29, 2020 (both days inclusive).

10. Securities and Exchange Board of India (SEBI) vide its notification dated November 30, 2018 has prohibited transfer of shares in physical form. Hence with effect from April 01, 2019, the shareholders who intend to transfer the physical shares required to dematerialize it before such transfer. The Company had sent necessary reminder to the shareholders to this effect.

11. For any further information relating to physical shares, shareholders are requested to contact the Company’s Registrar and Share Transfer Agent (RTAs), Integrated Registry Management Services Private Limited situated at No. 30, Ramana Residency, 4[th] Cross, Sampige Road, Malleswaram, Bangalore - 560 003, Phone : +91-80-23460815 to 818, Fax: +91-80-23460819, E-mail: irg@integratedindia.in

Shareholders, whose shareholdings are in electronic format are requested to direct change of address notification(s), registration of email address and updation of bank account detail to their respective depository participants.

4

==> picture [236 x 46] intentionally omitted <==

1. Relevant documents referred to, in the accompanying Notice and the Statement are open for inspection by the Members at the Registered Office of the Company during normal business hours (9.00 A.M. to 5.00 P.M.) on all working days except Saturdays and Sundays, up to the conclusion of Annual General Meeting of the Company.

2. In case of joint holders attending the Meeting, the Member whose name appears as first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

3. Members seeking any information with regard to the Annual Accounts, are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the meeting.

4. The notice of the Annual General Meeting along with the Annual Report 2019-20 are by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted modes.

5. Any person, who acquires shares of the Company and becomes the Member of the Company after dispatch of the Annual Report and holding shares as on the cut-off date (i.e December 22, 2020), may contact the RTAs or email to irg@integrated.in and obtain copy of the Annual Report.

6. The Equity Shares of the Company are available for trading in dematerialized form (electronic form) through depository participants. The Company has entered in to agreements with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). ISIN Code No. INE648E01010. All Shareholders holding Shares in physical form are requested to make use of this facility. Members are requested to open Demat account with any of the depository participants to enable transacting in the Stock Exchanges.

7. Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 mandates the companies to transfer dividend that has remained unclaimed for a period seven years from the unpaid dividend account to Investor Education and Protection Fund (IEPF). Further, the rules also mandate the transfer of Shares with respect to the Dividend, which has not been paid or claimed for seven consecutive years of more to IEPF. Accordingly, there is no dividend remains unclaimed as on date and/or past seven years.

8. Details of the Directors proposed to be appointed/re-appointed pursuant to Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 :

9. The details of Directors proposed to be appointed/re-appointed at the Annual General Meeting are produced below, in terms of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. i. MR. NILESH RATHNAKAR DESHPANDE

Mr. NITESH NANIK ROHERA. He has more than 20 years of experience in the industry.

Additional information:

dditional information:
Name	NILESH RATHNAKAR DESHPANDE
Age	40
Date of Appointment	01 January 2021
Relationship between Directors inter-se	Nil
Names of listed entities in which the person holds the directorship	Nil
Membership of Committees of the Board of other listed entity	Nil
No. of shares held in the Company	Nil

1. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to register the same with Integrated Registry Management Services Private Limited /Depositories.

2. Voting through Electronic means:

3. A. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, the Company is pleased to provide remote e-voting facility to its members to exercise their vote on Resolutions proposed to be passed in the Thirty Seven Annual General Meeting by electronic means.

4. B. The facility for voting through ballot paper shall be made available at the Meeting and the members attending the Meeting who have not cast their votes by remote e-voting shall be able to vote at the Meeting.

5. C. Members who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.

The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide the e-voting facility.

5

==> picture [236 x 46] intentionally omitted <==

The voting period begins on December 27, 2020 (9.00 a.m.) and ends on December 29, 2020 (5.00 p.m). During this period, Shareholders of the Company, holding Shares either in physical form or in dematerialized form, as on the cutoff date of i.e, December 22, 2020, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

1. The instructions for Shareholders voting electronically are as under:

2. i. The Shareholders should log on to the e-voting website www.evotingindia.com.

3. ii. Click on Shareholders / Members

4. iii. Now enter your User ID

5. a) For CDSL: 16 digits beneficiary ID,

6. b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

7. c) Members holding shares in Physical Form should enter Folio Number registered with the Company.

8. iv. Next enter the Image Verification as displayed and Click on Login.

9. v. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

10. vi. If you are a first time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field. • In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iii).

• vii. After entering these details appropriately, click on “SUBMIT” tab.

• viii. Members holding Shares in physical form will then directly reach the Company selection screen. However, Members holding Shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for Resolutions of any other Company on which they are eligible to vote, provided that the Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• ix. For Members holding Shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.

• x. Click on the EVSN for the relevant PAN ELECTRONICS (INDIA) LIMITED on which you choose to vote.

• xi. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• xiii. After selecting the Resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• xiv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xv. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

• xvi. If a demat account holder has forgotten the changed login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xvii. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

6

==> picture [236 x 46] intentionally omitted <==

xviii. Note for Non – Individual Shareholders and Custodians

• Non-Individual Shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com

• After receiving the login details a Compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• xix. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com

• xx. Further, Members may note the following:

• a. Remote e-voting shall not be allowed beyond the said date and time.

• b. The Company is providing facility to vote on a poll to the Members present at the meeting.

• c. The Members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

• d. A person whose name is recorded in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the General Meeting.

• Mr. Vivek Bhat, Practicing Company Secretary (Membership No. FCS-7708), Bengaluru has been appointed as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer shall within 48 (Forty Eight) hours from the conclusion of the e-voting period unblock the votes in the presence of at least two witnesses who are not in the employment of the Company and make his report of the votes cast in favour or against and shall submit to the Chairman of the Meeting.

• The results of the Annual General Meeting shall be declared within 48 (Forty Eight) hours from the conclusion of the Annual General Meeting. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website and on the website of CDSL and shall be communicated to BSE Limited (BSE).

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item Nos. 3:

The Company has received intimation in Form DIR-8 from NILESH RATHNAKAR DESHPANDE that, he is not disqualified from being re-appointed as an Independent Director in terms of Section 164 of the Act, declaration that he meets with the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 & Regulation 16(1)(b) of SEBI Listing Regulations and his consent to continue as an Independent Director.

NILESH RATHNAKAR DESHPANDE (aged 40 years), provides objective independent judgement on corporate affairs, business plans, major capital expenditures and strategic initiatives. It will be in the best interests of the Company him as a Board member for a period of five years.

None of the Directors or Key Managerial Personnel of the Company and / or their relatives except NILESH RATHNAKAR DESHPANDE, to whom the resolution relates, is in any way, concerned or interested, financially or otherwise, in the resolution.

By Order of the Board PAN Electronics (India) Limited

Bangalore 09/12/2020

SD/- GULLU GELLARAM TALREJA

Managing Director | DIN 01740145

7

==> picture [236 x 46] intentionally omitted <==

BOARD’S REPORT

Your Directors have pleasure in presenting their Thirty-Seven Annual Report and the Audited Financial Statements for the financial year ended March 31, 2020 together with the Independent Auditor’s Report.

FINANCIAL RESULTS:

(Rs. in Actuals)

FINANCIAL RESULTS	FINANCIAL RESULTS	31.03.2020 [Rupees]	31.03.2019 [Rupees]
01	REVENUE FROM OPERATIONS
	Net Revenue from Operations	-	77,324
02	OTHER INCOME	4,99,717	-
03	TOTAL REVENUE[ 1 + 2]	4,99,717	77,324
04	EXPENSES
	Costof MaterialConsumed	-	-
	Changes in Inventories of Finished Goods, WIP & Stock in Trade	- 43,95,031	77,324 50,77,546
	Employee Benefit Expenses	34,99,696	18,018
	Finance cost	18,018	955,238
	Depreciation and Amortization Expenses	65,81,863	63,06,303
	Other Expenses	85,95,033	38,94,237
	Total Expenses	2,30,71,623	1,53,73,428
05	PROFIT / (LOSS) BEFORE EXCEPTIONAL AND EXTRAORDINARY ITEMS AND TAX[3-4]	(2,25,71,907)	(1,52,96,104)
06	EXCEPTIONAL ITEMS		-
07	PROFIT /(LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX [5-6]	(2,25,71,907)	(1,52,96,104)
08	EXTRAORDINARY ITEMS	-	-
09	PROFIT /(LOSS) BEFORE TAX[ 7 - 8]	(2,25,71,907)	(1,52,96,104)
10	TAX EXPENSES
	1. Current Tax[MAT]	-	-
	Less: MAT Credit entitlement	-	-
	Net Current Tax	-	-
	2. Deferred Tax: Asset/(Liability)
11	PROFIT / [ LOSS] FOR THE PERIOD FROM CONTINUING OPERATIONS[9-10]	(2,25,71,907)	(1,52,96,104)
12	PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS	-	-
13	TAX EXPENSES OF DISCOUNTINUING OPERATIONS	-	-
14	PROFIT / [LOSS] FROM DISCONTINUING OPERATIONS [AFTER TAX] [12-13]	-	-
15	PROFIT / [LOSS] FOR THE PERIOD [11+14]	(2,25,71,907)	(1,52,96,104)
16	EARNING PER EQUITY SHARE( Basic and Diluted)	(5.6430)	(3.8240)

8

==> picture [236 x 46] intentionally omitted <==

TRANSFER TO RESERVES

During the financial year the Company has not transferred any amount to General Reserves due to loss incurred during the financial year.

DIVIDEND:

There is no dividend was declared or paid during the year under report.

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED (RETIRED) DURING THE FINACIAL YEAR ENDED MARCH 31, 2020:

The composition of the Board of Directors of the Company is in conformity with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year there were changes in the Board of Directors.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of

The composition of the Board of Directors of the Company as on the date of this report is as below:

• 1 GULLU GELLARAM TALREJA – Managing Director

• 2 ABHISHEK PRAKASH TALREJA – Whole-time Director (Resigned - )

• 3 NITESH NANIK ROHERA – Additional Director (Independent) (Appointed – 30.05.19)

• 4 AMBUSARAVAN ASHA – Director (Independent)

• 5 VEENA TANDUR – Company Secretary

• 6 ANIL HARGOBIND KHILNANI – CFO (KMP)

SHARE CAPITAL:

During the financial year there were no changes in the Authorized Share Capital and Paid up share capital of the Company.

As on March 31, 2020, the Authorized Share Capital of the Company was Rs. 10,00,00,000 (Rupees Ten Crores) and the Paid up Share Capital was Rs. 4,00,00,000/- (Rupees Four Crores only).

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS AND/ OR ISSUE OF SWEAT EQUITY SHARES

During the year under review, the Company has not issued any Shares with Differential voting Rights and / or any Sweat Equity Shares.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the financial year.

OPERATIONS – MANAGEMENT DISCUSSION AND ANALYSIS:

A	Industry structure and developments.	Electronic Metallized Polypropylene and Polyester film industry is well organized in India. The market domestically has been growing at about 5-10% per annum.
B	Opportunities and threats.	The Company faces excessive competition resulting in reduction in margins and fluctuations in product price.

9

==> picture [236 x 46] intentionally omitted <==

C	Segment wise or product wise performance.	There are no segmental operations as per Accounting Standard 17 issued by the Institute of Chartered Accountants of India.
D	Outlook for the company.	The Company has successfully paid Financial Institutions all dues. The Company has started commercial production to improveprofitability.
E	Risks and concerns.	The opening up of the Indian economy consequent to India becoming a member of WTO may adversely impact the market scenario.
F	Internal control system and their adequacy.	The internal Control Systems of the Company are adequate and are constantly reviewed and supported by internal audit.
G	Discussion of financial performance with respect of operational performance.	The negative financial performance of the Company is mainly due to its operational performance. Benefits from write backs of Financial Institution has resulted in positive Net profit.
H	Material development in human resources / industrial relations front, including number of people employed	The Company continues to give thrust to human resource development and industrial relations. The Company effected reduction, maximum of its employees during the year, by paying suitable compensation as per Law. Permanent Employees: 3

FRAUD REPORTED BY THE AUDITORS DURING THE YEAR:

Not applicable as there were no such instances during the year.

DEPOSITS:

During the year the Company has not given any deposits nor taken, hence there no transactions towards deposits as on March 31, 2020.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There were no material changes and commitments between the end of the financial year and the date of the Report, which affect the financial position of the Company.

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134 (3) of the Companies Act, 2013 as Annexure – 1 .

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

During the year the Company has not provided any loan/ guarantee / security which fall under the provisions of Section 186 of the Companies Act, 2013.

10

==> picture [236 x 46] intentionally omitted <==

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All related party transactions which were entered into during the financial year were on at arm’s length basis and were in the ordinary course of business and with the omnibus approval of the Audit Committee. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee. In compliance with the provisions of Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in the provisions of Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as part of this report as “ Annexure – 2”.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the financial year, 5 (Five) Meetings were held on May 30, 2019, August 14, 2019, November 14, 2019 and February 14, 2020.

Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms and submits that:

• i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there have been no material departure;

• ii. the selected accounting policies were applied consistently and the judgments and estimates made 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, 2020 and of the profits of the Company for the year ended on that date;

• iii. 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;

• iv. the annual accounts have been prepared on a ‘going concern’ basis;

• v. adequate system of internal financial controls has been laid down and the said system is operating effectively; and

• vi. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and are operating effectively.

CORPORATE GOVERNANCE AND BUSINES RESPONSIBILITY REPORT:

Being a Listed Company, necessary measures are taken to comply with SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) as amended from time to time. A report on Corporate Governance, along with a certificate of compliance from a Practicing Chartered Accountant, forms part of this report.

The Business Responsibility Report is not required.

11

==> picture [236 x 46] intentionally omitted <==

RISK MANAGEMENT POLICY:

The Company has Risk Management Policy in place. To 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.

The development and implementation of Risk Management Policy has been covered in the management discussion and analysis, which forms part of this report. The Company has taken Directors’ and Officers’ Liability Insurance Policy.

CONSERVATION OF ENERGY:

Conservation of energy is one of the highest priority measures directly supervised by the senior management of the Company. During the year manufacture activity stopped due to transferring plant from Hosur to Peenya.

• RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, ADAPTATION & INNOVATION:

• a) Research and Development (R&D): During the year company not done any manufacture or any commercial activity due to transferring plant Hosur to Peenya.

• b) Expenditure on Research and Development: Nil

• c) Technology Absorption, Adaptation, Innovation and particulars of imported technology:

• 1) The Company has not imported any technology during the financial year.

• 2) The Company has not developed, innovative and path-breaking products.

GREEN INITIATIVES:

The Company has initiated a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous years, this year too, the Company is publishing only the statutory disclosures in the print version of the Annual Report.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earnings Nil and outflow Nil during the financial year under review.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

DECLARATION BY THE INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Directors pursuant to the provisions of Section 149(7) of the Companies Act, 2013, that he meets the criteria of Independence laid down in the provisions of Section 149(6) of the Companies Act, 2013.

Further, the Board hereby confirms that all the Independent Directors of the Company fulfill the conditions as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and all the Independent Directors are independent of the management.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.

12

==> picture [236 x 46] intentionally omitted <==

COMPOSITION OF AUDIT COMMITTEE:

Your Company has an Audit Committee comprising of Mr. NITESH NANIK ROHERA, as Chairman of the Committee, Mr. Abhishek Prakash Talreja and Mr. Ambusaravan Asha, as other Members of the Committee. The composition of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013. Reconstitution of the Committee was undertaken post retirement of two Directors and as on date of this report, the composition of the Committee is as follows:

1. Nitesh Nanik Rohera – Director (Independent)

2. Abhishek Prakash Talreja – Whole-time Director

3. Ambusaravan Asha – Director (Independent)

AUDITORS:

i. Statutory Auditors:

M/s. B. N. Subramanya & Co., (Firm Registration No: 004142S) Chartered Accountants, hold office until the conclusion of the five year period. As required by the provisions of the Companies Act, 2013, the auditors to be appointed by members at the AGM.

Certificate of the Statutory Auditors, regarding COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE forms part of the Annual report.

ii. Secretarial Auditor:

The Board has appointed Mr. Vivek Bhat, a Practicing Company Secretary (Membership No.FCS7708)) as the Secretarial Auditor as per the provisions of Section 204 of the Companies Act, 2013 for the financial year 2019-20. The Secretarial Audit Report issued by him is enclosed as “ Annexure – 3” to this Report.

QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS

i. Statutory Auditors:

There are no qualifications or adverse remarks in the Statutory Auditors’ Report which require any explanation from the Board of Directors. The Statutory Auditors have expressed an unmodified opinion in the audit reports in respect of the Audited standalone and consolidated Financial Statements for the financial year ended March 31, 2020.

ii. Secretarial Auditor:

There are qualification and adverse remarks mention in Secretarial Auditor Report, company consider the same and taking proactive steps to make it proper and some of the compliance we are not able to complete due to incurring loss and negative net worth.

REGULATORY / COURT ORDERS:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

Summary of sexual harassment complaints received and disposed off during the financial year 2019-20:

13

==> picture [236 x 46] intentionally omitted <==

No. of complaints received: NIL No. of complaints disposed off: NA

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company. During the year there no such employees applicable.

CAUTIONARY NOTE:

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges and such statements may be “forward looking” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets/currency fluctuations in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT:

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from various Governmental agencies, Company’s Bankers, Customers, vendors, distributors, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future.

By Order of the Board PAN Electronics (India) Limited

Bangalore 09/12/2020

SD/-

GULLU GELLARAM TALREJA

Managing Director | DIN 01740145

14

==> picture [236 x 46] intentionally omitted <==

ANNEXURE TO THE BOARD’S REPORT REPORT ON CORPORATE GOVERNANCE MANDATORY REQUIREMENTS

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company’s philosophy is sustained profitable growth and increase in stakeholders’ value. This will be done through proper transparency and disclosures, adequate internal controls in its business practices and risk management, proper communication and good standards in safety, health, environment management, highest standards in accounting fidelity, product and service quality. The Company complies with the listing requirements of the Stock Exchanges, where its Shares are listed and endeavors to meet necessary listing guidelines. The Company has complied with all the provisions of Companies Act, SEBI guidelines/regulations and also those of the Stock Exchanges guidelines and is committed to good Corporate Governance. The Board fully understands and takes responsibility for its commitments to stakeholders, employees, vendors, customers and the communities where it operates. The primary objective of customer satisfaction is relentlessly pursued. Following is a report on the status and progress on various aspects of Corporate Governance of the Company.

2. BOARD OF DIRECTORS:

a. THE BOARD OF DIRECTORS AND THE MEETINGS ATTENDED BY RESPECTIVE DIRECTORS DURING THE YEAR AS UNDER:

HE YEAR AS UNDER:
Name of the Director	Category	Board Meetings held	Board Meetings Attended	Attended Last AGM
Mr. GULLU GELLARAM TALREJA	Managing Director	4	4	Yes
Mr. ABHISHEK PRAKASH TALREJA	Whole time Director	4	4	Yes
Mrs. AMBUSARAVAN ASHA	Director	4	4	Yes
Mr. NILESH RATHNAKAR DESHPANDE	Additional Director (Independent)	4	4	NA

Skills / Expertise / Competencies of the Board of Directors:

The following is the list of core skills / expertise / competencies identified by the Board of Directors:

• i. Knowledge on Company’s businesses , policies and culture (including the Mission, Vision and Values) major risks / threats and potential opportunities and knowledge of the industry in which the Company operates;

• ii. Business Strategy, Sales & Marketing, Corporate Governance, Forex Management, Administration, Decision Making;

• iii. Financial and Management skills

• iv. Technical / Professional skills and specialized knowledge in relation to Company’s business

Certificate from Practicing Company Secretary:

A Certificate from Mr. Vivek Bhat, Practicing Company Secretary confirming that none of the

15

==> picture [236 x 46] intentionally omitted <==

Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such statutory authority is enclosed as Annexure – 4.

b. DETAILS OF THE BOARD MEETINGS HELD DURING THE FINANCIAL YEAR:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. The Board of Directors duly met 5 (Five) times during the year on:

1. May 30, 2019

2. August 14, 2019

3. November 14, 2019

4. February 14, 2020

None of the Non-Executive Directors has any material pecuniary relationship or transactions with the Company.

3. OUTSIDE DIRECTORSHIPS / COMMITTEE POSITIONS AS ON MARCH 31, 2020:

Name of the Directors	In Listed Compa nies	Name of the Listed Entity and category	In Unlisted Public Limited Companies	As Chairman / Member of Board Committees
Mr. GULLU GELLARAM TALREJA	Nil	NA	GEMINI DYEING AND PRINTING MILLS LIMITED	Nil
Mr. ABHISHEK PRAKASH TALREJA	Nil	NA	Nil	Nil
Mr. NITESH NANIK ROHERA	Nil	NA	Nil	Nil
Mrs. AMBUSARAVAN ASHA	Nil	NA	Nil	Nil

Notes:

• a. Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 are excluded for the above purpose.

• b. None of the Directors is a member in neither more than 10 Committees, nor a Chairman in more than 5 Committees across all Companies in which he is a Director.

4. AUDIT COMMITTEE:

The Company has complied with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the composition of the Audit Committee. During the year, the composition of the Audit Committee was as follows –

1. Nitesh Nanik Rohera – Chairman

2. Abhishek Prakash Talreja – Member

3. AMBUSARAVAN ASHA – Member

Chairman, Managing Director, Chief Financial Officer, Chief Operating Officer, Internal Auditors and Statutory Auditors are invitees to the Meeting. Company Secretary of the Company acts as the Secretary to the Committee Meetings.

16

==> picture [236 x 46] intentionally omitted <==

The Audit Committee Meetings were held at regular intervals with a time gap of not more than 120 days between two consecutive meetings. During the year, the Audit Committee has met 4 (Four) times on 30 May 2019, 14 August 2019, 14 November 2019, and 14 February 2020

The attendance details of each Member of the Committee are as below:

Name of the Director	No. of Meetings held	No. of Meetings attended
Nitesh Nanik Rohera	4	4
Abhishek Prakash Talreja	4	4
Ambusaravan Asha	4	4

The terms of reference / role of the Audit Committee cover the matters specified for Audit Committees under Regulation 18 and Part C of Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as well as the provisions of Section 177 of the Companies Act, 2013. The brief description of the terms of reference of the Audit Committee is given below:

• a. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• b. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed Company;

• c. Approval of payment to the Statutory Auditors for any other services rendered by them;

• d. Reviewing, with the management, the annual financial statements and Auditor's Report thereon before submission to the Board for approval,

• e. Reviewing, with the management, the quarterly financial results before submission to the board for approval;

• f. Reviewing the statement of significant related party transactions;

• g. Discussion with internal auditors of any significant findings;

5. NOMINATION AND REMUNERATION COMMITTEE (NRC):

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted Nomination and Remuneration Committee.

The terms of reference of the Committee inter alia, the following:

• (a)Chairman: Chairman of the Committee shall be an Independent Director as may be elected by the members of the Committee.

• (b)Quorum: Quorum for Meeting of the Committee shall be a minimum of two members provided one of them shall always be an Independent Director.

• (c)Frequency of Meetings: The Committee may meet at such times as may be deemed necessary.

(d)Role: The Role of the Committee shall include inter-alia the following:

• Formulation of criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a Policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

• Formulation of criteria for evaluation of Independent Directors and the Board including carrying out evaluation of every Director’s performance;

• Devising a Policy on Board diversity;

17

==> picture [236 x 46] intentionally omitted <==

• Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board for their appointment and removal.

• Such other matters as may be prescribed under the Companies Act, 2013, listing agreement and by the Board of Directors of the Company from time to time.

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

• (e)Invitees : The Committee may invite such executives of the Company and such other persons as it may consider appropriate.

• (f) Secretary to the Committee: The Company Secretary shall be the Secretary of the Committee who shall flag actions and serve as executive support to the Committee.

The composition of the Committee during the year was as follows:

1. Nitesh Nanik Rohera – Chairman

2. Abhishek Prakash Talreja – Member

3. Ambusaravan Asha – Member

During the financial year Once (1) Meeting of the Committee were held on May 30, 2020 The attendance details of each Member of the Committee are as below:

Name of the Director	No. of Meetings held	No. of Meetings attended
Nitesh Nanik Rohera	1	1
Abhishek Prakash Talreja – Whole-time Director	1	1
Ambusaravan Asha – Director (Independent)	1	1

Details of the sitting fees fixed by the Board for attending the Board / Committee Meetings are as below:

Board Meeting Audit Committee Meeting Investor Grievance Committee Other Committee Meeting	Rs. 2,500
	Rs. 2,500
	Rs. 2,500
	Rs. 2,500

6. INDEPENDENT DIRECTORS’ MEETING & PERFORMANCE EVALUATION:

During the year under review, the Independent Directors met on May 30, 2020, inter alia , and transacted the following business:

• Evaluation of the performance of the Non-Independent Directors and the Board in general

• Evaluation of the performance of the Chairman of the Company taking into account the views of the Executive and Non- Executive Directors

• Evaluation of the process of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties

• All the Independent Directors were present in the Meeting.

7. STAKEHOLDERS’ RELATIONSHP COMMITTEE:

During the year, the composition of the Stakeholders’ Relationship committee was as follows:

1. Abhishek Prakash Talreja – Chairman Member

18

==> picture [236 x 46] intentionally omitted <==

2. Ambusaravan Asha – Member

This Committee monitors and addresses investors complaints, transfer of Shares, transmission etc. based on the information provided by the Company’s Registrars and Share Transfer Agents. No queries/complaints were received from the Shareholders during the period except change of address and non-receipt of dividend warrants and non-receipt of share certificates. All of them have been addressed to the satisfaction of the Shareholders. As of March 31, 2020, no complaints were pending.

8. SHARES HELD BY NON-EXECUTIVE DIRECTORS:

The Non-Executive Directors as on March 31, 2019, no one hold the shares in PAN Electronics (India) Limited, are as under:

9. GENERAL MEETINGS:

The details of holding of last three Annual General Meetings of the Company are given below:

Annual General Meetings:

Year	Date	Time	Location
2016-17	27/09/2017	03.00 p.m	Hotel Premier Comforts, 13/2, S.M. Road, Ayyappa Temple Road, Jalahalli Cross (West), Bangalore–560 015
2017-18	29/09/2018	03 .00 p.m	Hotel Premier Comforts, 13/2, S.M. Road, Ayyappa Temple Road, Jalahalli Cross (West), Bangalore–560 015
2018-19	30/09/2019	03 .00 p.m	Hotel Premier Comforts, 13/2, S.M. Road, Ayyappa Temple Road, Jalahalli Cross (West), Bangalore–560 015
2019-20	30/12/2020	03 .00 p.m	Through video conference

Special Resolutions passed in the previous three Annual General Meetings (AGM):

**Date of AGM **	Special Resolutions
24.09.2016	Nil
27.09.2017
	Nil
29.09.2018	To appoint Mrs. Ambusaravan Asha (DIN: 08147485) as an Independent Director in this regard, to consider and if thought fit, to pass with or without modification(s)thefollowingresolutionas anOrdinaryResolution
30.09.2019	To appoint Mr. NILESH RATHNAKAR DESHPANDE (DIN: 01998076), as an Additional Director in this regard, to consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution

10. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT PURSUANT TO SEBI CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013, DATED 2[ND ] SEPTEMBER, 2015:

As per the above mentioned Circular, there are “Nil” Shares in the Demat Suspense Account

19

==> picture [236 x 46] intentionally omitted <==

or Unclaimed Suspense Account.

However the Company proposes to transfer unclaimed shares to the Suspense Account in the current year, after complying with necessary procedures as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. NAME AND DESIGNATION OF THE COMPLIANCE OFFICER:

Mrs. Veena Tandur Company Secretary is the Compliance Officer of the Company. She can be contacted for any investors’ related matters of the Company. E-mail: cs@panelectronicsindia.com.

12. OTHER DISCLOSURES:

Related party transactions:

During the year, the Company had not entered into any material related party transaction. Details of related party transaction are disclosed along with the compliance report on Corporate Governance.

The Company continued to comply with the requirements of the Stock Exchanges, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other Statutory Authorities on all matters related to capital markets during the last three years. No penalties have been imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authorities relating to the above.

Accounting Treatment:

The Financial Statement of the Company is prepared as per the prescribed Accounting Standards and reflects true and far view of the business transactions in the Corporate Governance.

Details of fees paid by the Company its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part as per Clause 10 (k), Part C of Schedule V of SEBI (LODR) Regulations, 2015:

Below are the details of fees paid (on a consolidated basis) by the Company to B.N. Subramanya & Co, Statutory Auditors and other network entities, which they are part:

	(INR)
Fees paid to B.N. Subramanya & Co, for Audit and related services	1,25,000
Total	1,25,000

Disclosure of transaction with any person or entity belonging to the Promoter or Promoter Group, who holds 10 % or more:

Mr. GULLU GELLARAM TALREJA in the capacity of Chairman and Managing Director, during the year, the Company has not entered in to any transaction with Mr. GULLU GELLARAM TALREJA, Promoters and holding more than 10% of the shareholding of the Company. Details of remuneration are already disclosed in this report.

CFO Certification:

20

==> picture [236 x 46] intentionally omitted <==

Director and Chief Financial Officer have certified to the Board of Directors, Inter alia, the accuracy of Financial Statements and adequacy of Internal Controls for the Financial Reporting purpose as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended March 31, 2020.

Code of Conduct:

The Company has adopted a Code of Conduct and is available on the website of the Company at www.panelectronicsindia.com

13. MEANS OF COMMUNICATION:

These results are uploaded on the website of the Stock Exchanges immediately after the Board approves the same. Half yearly results were sent to each Shareholder along with a review of the business. The website of the Company i.e., www.panelectronicsindia.com

14. MANDATORY / NON-MANDATORY REQUIREMENTS:

The Company has complied with the requirements relating to Corporate Governance as mandated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. CERTIFICATE ON CORPORATE GOVERNANCE:

The Company has obtained the Certificate from a Practicing Chartered Accountant regarding compliance with the provisions relating to Corporate Governance as set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. GENERAL SHAREHOLDER INFORMATION:

• a. Thirty Seven Annual General Meeting :

Date	Time	Venue
December 30, 2020	3:30 p.m	Through video conference
		Join Zoom Meeting
		https://zoom.us/j/98170437534?pwd=dnZNSkl0NlhXa
		jdvQ2YrMXBleEZrQT09
		Meeting ID: 981 7043 7534
		Passcode: 074440
		Financial Calendar:
Financial Year		- April 2019 to March 2020
First Quarter Results		- In August 2018
Half Yearly Results		- In November 2018
Third Quarter Results		- In February 2019
Results for the year ended 31stMarch		- By May 2019
Book Closure Date		- December 23, 2020 to December 29, 2020
		(both days inclusive)
Scrip Code		- BSE- 517397
Stock Exchange		- BSE Limited, Mumbai

International Securities Identification Number (ISIN) for National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL): INE-399C01030.

b. Share Transfer System:

21

==> picture [236 x 46] intentionally omitted <==

The Company’s Registrars and Share Transfer Agents, Integrated Registry Management Services Private Limited has adequate infrastructure to process the share transfers. Periodically, a Practising Company Secretary audits the system and a Certificate to that effect is issued and the same is filed with the Stock Exchanges. Additionally, reconciliation on Share Capital audits and Dematerialization related scrutiny are conducted quarterly by a Practising Company Secretary.

With effect from April 01, 2019, transfer of shares in physical form is not allowed. Shareholders are requested to contact our RTA for more details.

c. Dematerialization of Shares and Liquidity:

Equity Shares of the total Equity Capital are held in dematerialized form with NSDL and CDSL.

d. Registered Office / Address for correspondence:

16B, 1st Phase, Peenya Industrial Area Peenya Bangalore KA 560058 IN

E-mail: cs@panelectronicsindia.com

e. Shareholding Pattern as on March 31, 2020:

	CATEGORY	No. of Shares held	% of Shareholding
A	Promoter's Holding
1	Promoters - Indian Promoters - Foreign Promoters Promoters	2817560 -	70.44 -
2	Persons acting in concert	-	-
	Sub-Total (1+2)	2817560	70.44
B	Non-PromotersHolding
3	Institutional Investors
a.	Mutual Funds and UTI	-	-
b.	Banks, Financial Institutions, Insurance Companies (Central/State Govt. Institutions, Non-government Institutions)	3200	0.08
c.	FIIs	-	-
	Sub-Total(3a+b+c)	3200	0.08
4	Others
a.	Private Corporate Bodies	28847	0.72
b	Indian Public	1106393	27.66
c.	NROs/NRIs/OCBs	41800	1.05
d.	Clearing Members	2200	0.06
	Sub-Total(4a+b+c+d)	1179240	29.48
	Grand Total	4000000	100.00

Shareholders holding Shares in electronic mode should address all their correspondence to their respective Depository Participant (DP).

f. Distribution of shareholding according to size class as on March 31, 2020:

22

==> picture [236 x 46] intentionally omitted <==

DISTRIBUTION OF HOLDINGS

No. of share Holders	% of Total	Shareholding of Nominal of Rs.10/-	Shareholding of Nominal of Rs.10/-	No. of shares	Amount Rs.	% of total
2230	86.80		Up to 5,000	392619	3926190	9.82
202	7.86	5,001	10,000	173015	1730150	4.33
74	2.88	10,001	20,000	110694	1106940	2.77
27	1.05	20,001	30,000	66907	669070	1.67
15	0.58	30,001	40,000	53652	536520	1.34
5	0.19	40,001	50,000	23615	236150	0.59
10	0.39	50,001	1,00,000	69251	692510	1.73
6	0.23	1,00,001	& above	3110247	31102470	77.76
2569	100.00	TOTAL		4000000	40000000	100.00

g. Shares held in Physical and Electronic mode as on March 31, 2019:

Category	No. of share holders	No. of Shares	% to total shareholding
Physical Shares	1662	629195	15.73
Electronic Shares	907	3370805	84.27
Total	2569	4000000	100.00

h. Listing of Shares:

The Company’s Shares are listed at:

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001

i. Registrar and Share Transfer Agent:

Integrated Registry Management Services Private Limited No. 30, Ramana Residency, 4th Cross, Sampige Road Malleswaram, Bangalore - 560 003 Tel: +91-80-23460815 Fax: +91-80-23460819 E-mail: irg@integratedindia.in

j. Nomination Facility:

The provisions of Section 72 of the Companies Act, 2013, introduced the concept of nomination by securities holders. The facility is mainly useful for all holders holding the Shares in single name. Investors are advised to avail this facility, especially investors holding securities in single name, to avoid the lengthy process of transmission formalities.

The nomination form may be obtained from the Company/ Registrars and Share Transfer Agents on request.

However, if the Shares are held in dematerialized form, the nomination has to be conveyed by the Shareholders to their respective Depository Participant (DP) directly, as per the format

23

==> picture [236 x 46] intentionally omitted <==

prescribed by them.

k. Shareholders’ Rights:

Upon the approval of quarterly and annual Financial Results by the Board of Directors, these are sent to the Stock Exchanges with whom the Shares of the Company are listed.

17. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A	Industry structure and developments.	Electronic Metallized Polypropylene and Polyester film industry is well organized in India. The market domestically has been growing at about 5-10% per annum.
B	Opportunities and threats.	The Company faces excessive competition resulting in reduction in margins and fluctuations in competitive price.
C	Segment wise or product wise performance.	There are no segmental operations as per Accounting Standard 17 issued by the Institute of Chartered Accountants of India.
D	Outlook for the company.	The Company has successfully paid Financial Institutions all dues. The Company has started commercial production to improve profitability.
E	Risks and concerns.	The opening up of the Indian economy consequent to India becoming a member of WTO may adversely impact the market scenario.
F	Internal control system and their adequacy.	The internal Control Systems of the Company are adequate and are constantly reviewed and supported by internal audit.
G	Discussion of financial performance with respect of operational performance.	The negative financial performance of the Company is mainly due to its operational performance. Benefits from write backs of Financial Institution has resulted in positive Net profit.
H	Material development in human resources / industrial relations front, including number of people employed	The Company continues to give thrust to human resource development and industrial relations. The Company effected reduction, maximum of its employees during the year, by paying suitable compensation as per Law. Permanent Employees: 3

By Order of the Board PAN Electronics (India) Limited

Bangalore 09/12/2020

SD/-

GULLU GELLARAM TALREJA

Managing Director | DIN 01740145

24

Annexure – 1

==> picture [236 x 46] intentionally omitted <==

Form No. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended on March 31, 2020

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

I REGISTRATION & OTHER DETAILS:	I REGISTRATION & OTHER DETAILS:	I REGISTRATION & OTHER DETAILS:
i.	CIN	L00309KA1982PLC004960
ii.	Registration Date	20/09/1982
iii.	Name of the Company	PAN ELECTRONICS (INDIA) LIMITED
iv.	Category/Sub-category of the Company	Non-govtcompany
v.	Address of the Registered office & contact details	16B, 1ST PHASE, PEENYA INDUSTRIAL AREA, PEENYA, BANGALORE – 560058
vi.	Whether listed company	YES
vii.	Name, Address & contact details of the Registrar & Transfer Agent, if any.	INTEGRATED REGISTRY MANAGEMENT SERVICES PRIVATE LIMITED, NO-30, RAMANA RESIDENCY, GR FLOOR, 4TH CROSS, SAMPIGE ROAD, MALLESWARAM, BANGALORE-560003

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

	All the business activities contributing 10% or shall be stated	All the business activities contributing 10% or shall be stated	All the business activities contributing 10% or shall be stated	more of the total	more of the total	more of the total	turnover of the company	turnover of the company	turnover of the company	turnover of the company
SL No	Name & Description of main products/services			NIC Code of the Product /service			% to total turnover of the company
1	Metallised Plastic Films			99887590			Nil
2	Capacitor Elements			99887590			Nil
III	PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES
Sl No	Name & Address of the Company		CIN/GLN			HOLDING/ SUBSIDIARY/ ASSOCIATE		% OF SHARES HELD	APPLICABLE SECTION
	NA
SHAREHOLDING PATTERN(Equity Share capital Break up a			s % to total Equity)							% chan ge durin g the **year **
Category of Shareholders		No. of Shares held at the beginning of the year - 01.04.2018			No. of Shares held at the end of the year - 31.03.2019					% chan ge durin g the **year **

25

==> picture [236 x 46] intentionally omitted <==

	Demat	Physical	Total	% of Total Share s	Demat	Physical	Total	% of Total Share s
A. Promoters
(1)Indian	-	-	-	-	-	-	-	-	-
a)Individual/HUF	2817560	-	2817560	70.44	2817560	-	2817560	70.44	-
b) Central Govt.or State Govt.	-	-	-	-	-	-	-	-	-
c)Bodies Corporates	-	-	-	-	-	-	-	-	-
d)Bank/FI	-	-	-	-	-	-	-	-	-
e)Any other	-	-	-	-	-	-	-	-	-
SUB TOTAL:(A) (1)	2817560	-	2817560	70.44	2817560	-	2817560	70.44	-
**(2) Foreign **			-	-			-	-	-
a)NRI- Individuals	-	-	-	-	-	-	-	-	-
b) Other Individuals		-	-	-		-	-	-	-
c)Bodies Corp.		-	-	-		-	-	-	-
d)Banks/FI	-	-	-	-	-	-	-	-	-
e)Any other…	-	-	-	-	-	-	-	-	-
SUB TOTAL(A) (2)	-	-	-	-	-	-	-	-	-
Total Shareholding of Promoter (A)= (A)(1)+(A)(2)	2817560	-	2817560	70.44	2817560	-	2817560	70.44	-
B. PUBLIC SHAREHOLDING
(1) Institutions
a)Mutual Funds	-	-	-	-	-	-	-	-	-
b)Banks/FI	3000	200	3200	0.08	3000	200	3200	0.08	-
C) Cenntralgovt	-	-	-	-	-	-	-	-	-
d) State Govt.	-	-	-	-	-	-	-	-	-
e)Venture Capital Fund	-	-	-	-	-	-	-	-	-
f)Insurance Companies	-	-	-	-	-	-	-	-	-
g)FIIS	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i) Others (specify)	-	-	-	-	-	-	-	-	-
SUB TOTAL(B)(1):	3000	200	3200	0.08	3000	200	3200	0.08	-
(2) Non Institutions
a)Bodies corporates
i)Indian	6347	24300	30647	0.77	4547	24300	28847	0.72	-0.05

26

==> picture [236 x 46] intentionally omitted <==

ii) Overseas	-	-	-	-	-	-	-	-	-
b)Individuals
i) Individual shareholders holding nominal share capitaluptoRs.1 lakhs	330364	522502	852866	21.32	350511	504695	855206	21.38	0.06
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs	151187	100000	251187	6.28	151187	100000	251187	6.28	-
c) Others (specify)
NRI	41600	-	41600	1.04	41800	-	41800	1.05	0.00
ClearingMember	2940	-	2940	0.07	2200	-	2200	0.06	-0.01
SUB TOTAL(B)(2):	532438	**646802 **	1179240	29.48	550245	628995	1179240	29.48	0.00
Total Public Shareholding (B)= (B)(1)+(B)(2)	535438	**647002 **	1182440	29.56	553245	629195	1182440	29.56	0.00
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grand Total(A+B+C)	3352998	647002	4000000	100.00	3370805	629195	4000000	100.00	0.00

(i) SHARE HOLDING OF PROMOTERS

Sl No .	Shareholders Name	Shareholding at the begginning of the year - 01.04.2019	Shareholding at the begginning of the year - 01.04.2019	Shareholding at the begginning of the year - 01.04.2019	Shareholding at the end of the year - 31.03.2020	Shareholding at the end of the year - 31.03.2020	Shareholding at the end of the year - 31.03.2020	% chan ge in shar e holdi ng durin g the year
		No. of shares	% of total shares of the compan y	% of shares pledged encumber ed to total shares	No. of shares	% of total shares of the comp any	% of shares pledg ed encu mbere d to total shares
1	GULLU G TALREJA	2817560	70.44	-	2817560	70.44	-	-
	Total	2817560	70.44	-	2817560	70.44	-	-

(ii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

27

==> picture [236 x 46] intentionally omitted <==

Sl. No .	Shareholders Name	Shareholding at the beginning of the Year - 01.04.2019	Shareholding at the beginning of the Year - 01.04.2019				Cumulative Shareholding during the year - 31.03.2020	Cumulative Shareholding during the year - 31.03.2020
		No. of Shares	% of total shares of the compan y	Date	Increase/ Decrease in Share Holding	Reas on	No of shares	% of total shar es of the com pany
1	GULLU G TALREJA	2817560	70.44	01.04.2017	NO MOVEMENT DURING THE YEAR
				31.03.2018	-	-	2817560	70.44

(iii) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRs and ADRs):

		SHAREHOLDING AT THE BEGINNING OF THE YEAR - 01.04.2019	SHAREHOLDING AT THE BEGINNING OF THE YEAR - 01.04.2019				CUMULATIVE SHAREHOLDING DURING THE YEAR - 31.03.2020	CUMULATIVE SHAREHOLDING DURING THE YEAR - 31.03.2020
SL N O	NAME OF THE SHARE HOLDER	No. of Shares	% of Total Shares of the Compan y	Date	Increase/ Decrease in Share Holding	Reas on	No Of Shares	% of Total Shar es of the Com pany
1	DEVENDRA P. SOLANKI	139087	3.48	01.04.2018	NO MOVEMENT DURING THE YEAR
				31.03.2019	-	-	139087	3.48
2	MANGAL BHANSHALI	100000	2.50	01.04.2018	NO MOVEMENT DURING THE YEAR
				31.03.2019	-	-	100000	2.50
3	JYOTHINDRAN KOZHIKODE PUTHEN VEETIL	21500	0.54	01.04.2018	NO MOVEMENT DURING THE YEAR
				31.03.2019	-	-	21500	0.54
4	RITA KUMAR CHAINANI	20000	0.50	01.04.2018	NO MOVEMENT DURING THE YEAR
				31.03.2019	-	-	20000	0.50
5	RAVI SHAMLAL AHUJA	12100	0.30	01.04.2018	NO MOVEMENT DURING THE YEAR

28

==> picture [236 x 46] intentionally omitted <==

				31.03.2019	-	-	12100	0.30
6	MANSUKH GOVIND GOHIL	8107	0.20	01.04.2018	NO MOVEMENT DURING THE YEAR
				31.03.2019	-	-	8107	0.20
7	PLASTCON PACKAGING PVT LTD	7200	0.18	01.04.2018	NO MOVEMENT DURING THE YEAR
				31.03.2019	-	-	7200	0.18
8	SABHA ARENJA	7000	0.18	01.04.2018	NO MOVEMENT DURING THE YEAR
				31.03.2019			7000	0.18
9	SHIREN ARENJA	7000	0.18	01.04.2018	NOMOVEMENT DURINGTHE YEAR
				31.03.2019			7000	0.18
10	ANKUSH ARENJA	7000	0.18	01.04.2018	NO MOVEMENT DURING THE YEAR
				31.03.2019			7000	0.18
11	SAHIL ARENJA	7000	0.18	01.04.2018	NO MOVEMENT DURING THE YEAR
				31.03.2019			7000	0.18
12	MEHAK ARENJA	7000	0.18	01.04.2018	NO MOVEMENT DURING THE YEAR
				31.03.2019			7000	0.18

v) Shareholding of Directors and Key Managerial Personnel:

29

==> picture [236 x 46] intentionally omitted <==

S N	Sharehol der’s Name	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Shareholding at the beginning of the year	Shareholding at the end of the year	Shareholding at the end of the year	Shareholding at the end of the year	% change in shareholdi ng during the year
		No. of Shares	% of total Shares of the compan y	%of Shares Pledged / encumb ered to total shares	No. of Shares	% of total Shares of the compa ny	%of Shares Pledged / encumber ed to total shares
1	GULLU G TALREJA	2817560	70.44	-	2817560	70.44	-	-

V. Indebtedness

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

				(Rs. Actuals)
Particulars	Secured Loans excluding Deposits	Unsecured Loans	Deposits	Total
Indebtedness at the beginning of the year
i) Principal Amount	-	15,30,47,299	-	15,30,47,299
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-
Total (i+ii+iii)	-	15,30,47,299		15,30,47,299
Change in Indebtedness **during the financial year **
*** Addition**	3,26,21,879	4219119	-	3,68,40,998
*** Reduction**	-	-	-
Net Change	-	-	-	11,62,06,301
Indebtedness at the end of the financial year
(i)Principal Amount	3,26,21,879	15,72,66,418	-	18,98,88,297
(ii)Interest due but not paid	-	-	-	-
(iii)Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	3,26,21,879	15,72,66,418	-	18,98,88,297

(vi) Remuneration of Directors and Key Managerial Personnel

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

				(Rs. in Actuals) Total
Sl. No.	Particulars of Remuneration	Name of MD/WTD/Manager		Total
		MD	WTD
		Mr. GULLU GELLARAM **TALREJA **	Mr. ABHISHEK PRAKASH TALREJA

30

==> picture [236 x 46] intentionally omitted <==

1	Gross salary (a) Salary as per provisions contained u/s 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income –tax Act, 1961 (c) Profits in lieu of salary u/s 17(3) Income-tax Act, 1961
2	Stock Option
3	Sweat Equity
4	Commission
5	Others Contribution to PF Bonus
	Total (A)
Ceiling as per the Act

B. Remuneration to other Directors :

		(Rs. )	(Rs. )	(Rs. )	(Rs. )	(Rs. )	(Rs. )	(Rs. )
Sl. No .	Particulars of Remuneration							Total Amou nt
1	Independent Directors Fee for attending board/committee meetings Commission Others, please specify
	Total (1)
2	Other Non-Executive Director Fee for attending board/committee meetings Commission Others, please specify
	Total (2)
	Total (B) =(1+2)
	Total Managerial Remuneration (A+B)
	Overall ceiling as per the Act

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

			(Rs. In Millions
Sl. No.	Particulars of Remuneration		Total

31

==> picture [236 x 46] intentionally omitted <==

1	Gross salary (a) Salary as per provisions contained u/s 17(1) of the Income tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary u/s 17(3) Income-tax Act, 1961
2	StockOption
3	Sweat Equity	-	-
4	Commission :
	- As % ofprofit	-	-
	- Others (Bonus)
5	Others (Contribution to PF, Gratuity and Superannuation Fund)

(viii) Penalties/Punishment/Compounding of offences: NIL

Annexure – 2

Form No. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis : NIL

2. (a) Name(s) of the related party and nature of relationship :

3. (b) Nature of contracts/arrangements/transactions :

4. (c) Duration of the contracts/arrangements/transactions :

5. (d) Salient terms of the contracts or arrangements or transactions including the value, if any:

6. (e) Justification for entering into such contracts or arrangements or transactions :

7. (f) Date (s) of approval by the Board :

8. (g) Amount paid as advances, if any :

9. (h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 :

10. Details of the material contracts or arrangements or transactions at arm’s length basis :

Name of the Related Party	Nature of relationship	Nature of transactions	Duration of Contract	Salient terms	Amount
Gemini Dyeing and Printing Mills Limited	Common Directors	Sales / Purchase	NA	NA	2,35,93,537

Annexure – 3

32

==> picture [236 x 46] intentionally omitted <==

Form No. MR-3 SECRETARIAL AUDIT REPORT

For the Financial Year ended 31[st ] March 2020 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members M/s Pan Electronics (India) Limited 16B, 1[st] Phase, Peenya Industrial Area Bangalore – 560058.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Pan Electronics (India) Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31[st] March, 2020,complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s Pan Electronics (India) Limited for the financial year ended on 31[st] March, 2020 according to the provisions of:

• I. The Companies Act, 2013 ( the Act ) and the Rules made thereunder;

• II. The Securities Contracts (Regulation) Act, 1956 ( ‘SCRA’ ) and the Rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

• IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of investment in overseas subsidiary and External Commercial Borrowings;

• V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( ‘SEBI Act’)

• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

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

• (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009;

• (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

• (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

• (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client;

• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

33

==> picture [236 x 46] intentionally omitted <==

• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

• VI. Other laws applicable to the Company.

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

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

(ii) The Listing Agreements entered into by the Company with the BSE Limited. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc mentioned above except to the extent as mentioned below

1. The Company has not given paper advertisement for Board meeting Notice, AGM Notice and for financial Results.

2. The Company has not appointed Internal Auditor during the year. 3. There was a delay in filing of Shareholding pattern under Regulation 31, Compliance Certificate under regulation 7(3) and certificate under Regulation 40(9) of SEBI LODR and reconciliation of share capital audit under SEBI-DP Reg.55A.

4. There was a delay in filing under Regulation 30(1) and 30(2) –SEBI Takeover Regulations 2011.

I further report that

The Board of Directors of the Company is not duly constituted. There was no proper balance of Non- Executive Directors and Independent Directors during part of the reporting period . The Changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

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

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

_SD/-___ Place: Bengaluru Vivek Bhat Date: 30.05.2020 FCS No.: 7708 C P No.: 8426

This report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this report.

34

==> picture [236 x 46] intentionally omitted <==

Annexure A

To,

The Members M/s Pan Electronics (India) Limited 16B, 1[st] Phase, Peenya Industrial Area Bangalore – 560058.

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

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

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

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

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

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

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

Place: Bengaluru Date: 30.05.2020

_SD/-___ Vivek Bhat FCS No.: 7708

Annexure – 4

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

(As per clause C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 read with regulation 34(3) of the said Listing Regulations).

To The Members,

M/s Pan Electronics (India) Limited 16/B, 1[st] Phase, Peenya Industrial Area, Bangalore – 560058.

35

==> picture [236 x 46] intentionally omitted <==

As required by item 10(i) of Part C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, based on the declaration given by the directors and information provided by the Company, its officers, agents and authorized representatives and information which is available in the Ministry of Corporate Affairs online portal, I certify that none of the directors on the board of M/s Pan Electronics (India) Limited have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority.

Place: Bengaluru Date: 30.05.2020

_SD/-___ Vivek Bhat FCS No.: 7708

CEO & CFO CERTIFICATION

We have reviewed financial statements and the cash flow statement for the year ended March 31, 2020 and certify, to the best of our knowledge and belief, that:

1. these statements present a true and fair view of the Company’s affairs, and are in compliance with existing accounting standards, applicable laws and regulations;

2. these statements do not contain any materially untrue statement, or omit any material fact, or contain statements that might be misleading;

3. no transactions entered into by the company during the year were fraudulent, illegal or violative of the Company’s code of conduct and no instances of fraud took place;

4. we accept responsibility for establishing and maintaining internal controls for financial reporting;

5. we have evaluated the effectiveness of the internal control systems of the Company and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and have taken steps to rectify the same, wherever found;

6. significant changes in internal control over financial reporting, as well as changes in accounting policies, if any, have been intimated to the auditors and the Audit Committee and been disclosed in the notes to the financial statements;

___

ANIL HARGOBIND KHILNANI CFO

Place: Bengaluru Date: 09/12/2020

DECLARATION BY CHIEF EXECUTIVE OFFICER

I, GULLU GELLARAM TALREJA Managing Director of PAN ELECTRONICS (INDIA) LIMITED hereby declare that all the Board Members and Senior Managerial Personnel have affirmed for the year ended March 31, 2020 compliance with the code of conduct of the Company laid down for them. Place: Bengaluru GULLU GELLARAM TALREJA Date: 09/12/2020 Managing Director DIN: 01740145

36

==> picture [236 x 46] intentionally omitted <==

CERTIFICATE ON CORPORATE GOVERNANCE

To the members of Pan Electronics (India) Limited

We have examined the compliance of conditions of Corporate Governance by Pan Electronics (India) Limited (‘the Company’) for the year ended on 31 March, 2020, as stipulated in Regulations 17 to 27, Clauses (b) to (i) of Regulation 46(2), and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

Managements’ Responsibility

The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control procedures to ensure the compliance with the conditions of Corporate Governance stipulated in the SEBI Listing Regulations.

Auditors’ Responsibility

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have examined the relevant records of the Company in accordance with the applicable generally accepted auditing standards in India, the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (‘ICAI’), and Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

In our opinion and to the best of our information and according to our examination of the relevant records and the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in SEBI [Listing Obligations and Disclosure Requirements] Regulations 2015, subject to the following:

• The Number of directors stipulated by SEBI [Listing Obligations and Disclosure Requirements] Regulations 2015 in Nomination and Remuneration committee is atleast 3 directors, but the company has appointed only 2 directors.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For B N Subramanya & Co.,

Chartered Accountants Firm Reg. No. 004142S

_SD/-_____

Girish Hoysala

Partner

Membership No. 220210

37

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF M/s. PAN ELECTRONICS (INDIA) LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of M/s. PAN ELECTRONICS (INDIA) LIMITED (“the Company”), which comprise the standalone balance sheet as at 31[st] March 2020, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31[st] March 2020, and Loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We did not find any significant matter during the course of the audit and the same has been communicated to the management of the company. Accordingly, it has been determined that nothing has been found to report under this heading.

Information other than the Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• a. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• d. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• e. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

3. a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

4. b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

5. c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

6. d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Companies Act, 2013, read with the Rule 7 of the Companies (Accounts) Rules, 2014;

7. e. On the basis of written representations received from the directors as on March 31[st] 2020, taken on record by the Board of Directors, none of the directors is disqualified as on March 31[st ] 2020, from being appointed as a director in terms of section 164 (2) of the Act;

8. f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”;

9. g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

   • (i) The Company does not have any pending litigation which would impact its financial position;

   • (ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses;

   • (iii)There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

10. As required by Section 197(16) of the Act, we report that the Company has not paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act

For B N Subramanya & Co.,

Chartered Accountants Firm Reg. No. 004142S

Girish Hoysala Partner Membership No. 220210

UDIN: 20220210AAAACN8155

Place: Bengaluru Date: 30[th] June, 2020

Annexure A to the Independent Auditors’ Report

The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31[st] March 2020, we report that:

i) Fixed Assets

• a) The Company has maintained proper records of fixed assets showing full particulars, including quantitative details and situation of the assets.

• b) The Management has conducted a physical verification of the fixed assets during the year and no material discrepancies were noticed on such verification.

• c) The title deeds of immovable properties are held in the name of the company.

ii) Inventory

The inventory has been physically verified during the year by the management at reasonable intervals and there are no material discrepancies noticed.

iii) Loans and Advances

The Company has not granted loans, secured or unsecured, to companies, firms, LLP’s or other parties covered in the register maintained u/s 189 of the Act.

iv) Loans/Investments/Guarantees

In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act, 2013 have been complied with in respect of loans, investments, guarantees, and security given by the company.

v) Deposits

According to the information and explanation given to us, the company has not accepted any deposits, consequently directives of the RBI and the provision of Section 73 and 76 or any other relevant provision of the Companies Act,2013, and the rules framed there under are not applicable to the company.

vi) Cost records

According to information and explanation given to us, the company is not required to maintain cost records as per sub section (1) of section 148 of the Act, hence no comment is required on the same.

vii) Statutory Dues

• a) The Company is irregular in depositing with the appropriate authorities undisputed statutory dues relating to Income tax. The company has the following arrears of statutory dues as at the balance sheet date which were outstanding for more than 6 months from the date they became payable

Name of Statute	Nature of the dues	Amount in Rs.	Period to which the amount relates	Due date
Income Tax Act,1961	Tax Deducted at Source(Sec-194C)	Rs.6,775	April,2019 to September, 2019	7th of Subsequent month
Income Tax Act,1961	Tax Deducted at Source(Sec-194J)	Rs.17,050	April,2019 to September, 2019	7th of Subsequent month

However, the company is regular in depositing with appropriate authorities other undisputed statutory dues including PF, ESI, Income Tax, Goods and service tax, custom duty, cess and other material statutory dues applicable to it.

• b) According to the records of the Company, there are no dues of Income tax or Sales tax or Service tax or Goods and Services tax or duty of customs which have not been deposited on account of any dispute.

viii) Repayment of Loans

According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has not defaulted in repayment of loans or borrowings to a financial institution, bank, Government or dues to debenture holders.

ix) Diversion of Funds

According to the information and explanations given to us and on the basis of our examination of the records of the Company, there were no further public offer during the year. The company has obtained term loan and has applied the funds for furtherance of business.

x) Frauds noticed / Detected

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no material fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the year.

xi) Managerial Remuneration

According to the information and explanations given to us and based on our examination of the records of the company, no managerial remuneration has been paid to any of the Key managerial persons. Hence, no comment is required under this clause.

xii) Nidhi Company

The company is not a Nidhi Company as mentioned in section 406 of the Companies Act, 2013 and hence no comment is required on the same.

xiii) Related Party Transactions

According to the information and explanations given to us and on the basis of our examination of the records of the Company, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details of the transactions have been disclosed in the Financial Statements as required by the accounting standards and The Companies Act, 2013.

xiv) Preferential allotment

According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence no comment is required on the same.

xv) Non-cash transactions

According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has not entered into any noncash transactions with directors or persons connected with him and hence no comment is required on the same.

xvi) Certification for Non-Banking Financial Institution

The company is not a Non-Banking Financial Institution, hence registration under section 45-IA of the Reserve Bank of India Act, 1934 is not required.

For B N Subramanya & Co.,

Chartered Accountants Firm Reg. No. 004142S

Girish Hoysala Partner Membership No. 220210

Place: Bengaluru Date: 30[th] June, 2020

Annexure B to Auditors’ report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/s. PAN ELECTRONICS (INDIA) LIMITED (“the Company”) as of March 31st, 2020 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on, the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the “Guidance Note on Audit of Internal Financial Controls Over Financial Reporting” issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2020, based on, the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the “Guidance Note on Audit of Internal Financial Controls Over Financial Reporting” issued by the Institute of Chartered Accountants of India.

For B N Subramanya & Co.,

Chartered Accountants Firm Reg. No. 004142S

Girish Hoysala

Partner Membership No. 220210

Place: Bengaluru Date: 30[th] June, 2020

Pan Electronics (India) Limited No.16B, 1st Phase,Peenya Industrial Estate, Peenya, Bengaluru-560 058 CIN : L00309KA1982PLC004960

[All amounts in INR]	[All amounts in INR]	[All amounts in INR]	[All amounts in INR]
BALANCE SHEET AS AT
Particulars	Note No.	31-Mar-20	31-Mar-19
ASSETS 1. Non-current assets a. Property, Plant and Equipment b. Capital work-in-progress c. Investment Property d. Goodwill e. Other Intangible Assets	3	22,84,98,134 - - - -	23,18,40,793 - - - -
f. Intangible Assets under development g. Biological Assets under development h. Financial Assets i. Investments ii. Trade Receivables iii. Loans iv. Others i. Deferred tax assets (net) j. Other non-current assets 2. Current Assets a. Inventories b. Financial assets i. Investments ii. Trade receivables iii. Cash and cash equivalents	4 5 6 7 8	- - 2,10,535 - - - - - 69,08,204 - 8,41,910 5,83,182 - - - - 3,44,39,556	- - 3,69,360 - - - - - 69,08,204 - 8,41,910 1,23,534
iv. Bank balances other than (iii) above v. Loans vi. Others c. Current Tax assets (net) d. Other Current assets	9		- - - -
			1,30,95,835
Total Assets		27,14,81,520	25,31,79,636
EQUITY AND LIABILITIES EQUITY a. Equity Share Capital b. Other equity LIABILITIES 1. Non-current liabilities a. Financial liabilities i. Borrowings ii. Trade Payables iii. Other financial liabilities b. Provisions c. Deferred tax liabilities (net) d. Other non-current liabilities 2. Current liabilities a. Financial liabilities i. Borrowings ii. Trade Payables (a)total outstanding dues of micro enterprises and small enterprises; and (b) total outstanding dues of creditors other than micro enterprises and small enterprises.	10 11 12 13 14 15	4,00,00,000 3,49,51,368 18,98,88,297 - - 2,98,869 - - 17,04,362 - 5,44,899 - 40,93,727 - -	4,00,00,000 5,75,23,275 15,30,47,298 - - 7,00,000 - - - - 16,72,596
iii.Other financial Liabilities			-
b. Other current liabilities c. Provisions d. Current tax liabilities (net)	16		2,36,467 - -
Total Equity and Liabilities		27,14,81,520	25,31,79,636
Significant accounting policies 2 Notes to accounts 3 to 36

The notes referred to above form an integral part of the financial statements. This is the Balance Sheet referred to in our report of even date.

For B.N. Subramanya & Co. Chartered Accountants FRN: 004142S

For and on behalf of the Board of Directors

Girish Hoysala Partner M.No: 220210 Place: Bangalore Date: 30th May, 2020

Gullu G Talreja Abhishek P Talreja Chairman & Managing Directo Director DIN: 01740145 DIN: 05007867

Veena Tandur Company Secretary PAN: AGWPH 2548 A

Pan Electronics (India) Limited No.16B, 1st Phase,Peenya Industrial Estate, Peenya, Bengaluru-560 058 CIN : L00309KA1982PLC004960

Pan Electronics (India) Limited No.16B, 1st Phase,Peenya Industrial Estate, Peenya, Bengaluru-560 058 CIN : L00309KA1982PLC004960	Pan Electronics (India) Limited No.16B, 1st Phase,Peenya Industrial Estate, Peenya, Bengaluru-560 058 CIN : L00309KA1982PLC004960
STATEMENT OF PROFIT AND LOSS FOR THE YEAR END		[All amounts in INR] ED
Particulars	Note No.	31-Mar-20	31-Mar-19
REVENUE Revenue from operations Other Income Total Revenue EXPENSES Cost of Materials Consumed Changes in inventories Employee benefit expenses Finance costs Depreciation and amortization Other Expenses Total Expenses Profit/(loss) before exceptional items and tax Exceptional items Profit/(loss) before tax Tax expense: 1. Current tax 2. Deferred tax Profit/(loss) for the period from continuing operations Profit/(loss) from discontinued operations Tax expense of discontinued operations Profit/(loss) from discontinued operations (after tax) Profit/(loss) for the period Other Comprehensive Income Items that will not be reclassified into profit and loss Total Comprehensive Income and Other Comprehensive Income for the period Earnings per equity share (for continuing operation) Weighted average no. of equity shares Basic (in Rs.) Diluted (in Rs.) Earnings per equity share (for continuing and discontinued operation) Basic (in Rs.) Diluted(in Rs.)	17 18 19 20 21 22 3 23	- 4,99,717	77,324 -
		4,99,717	77,324
		- - 43,95,031 34,99,696 65,81,863 85,95,033	- 77,324 50,77,546 18,018 63,06,303 38,94,237
		2,30,71,623	1,53,73,428
		(2,25,71,907) - (2,25,71,907) - - (2,25,71,907) - - -	(1,52,96,104) - (1,52,96,104) - - (1,52,96,104) - - -
		(2,25,71,907)	(1,52,96,104)
		-	-
		(2,25,71,907)	(1,52,96,104)
		(5.6430) (5.6430) (5.6430) (5.6430)	(3.8240) (3.8240) (3.8240) (3.8240)
Significant accounting policies 1 Notes to accounts 3 to 36

The notes referred to above form an integral part of the financial statements. This is the Statement of Profit & Loss referred to in our report of even date.

For B.N. Subramanya & Co. Chartered Accountants FRN: 004142S

For and on behalf of the Board of Directors

Girish Hoysala Partner M.No: 220210 Place: Bangalore Date: 30th May, 2020

Gullu G Talreja Abhishek P Talreja Chairman & Managing Director Director DIN: 01740145 DIN: 05007867

Veena Tandur Company Secretary PAN: AGWPH 2548 A

Pan Electronics (India) Limited No.16B, 1st Phase,Peenya Industrial Estate, Peenya, Bengaluru-560 058 CIN : L00309KA1982PLC004960

CASH FLOW STATEMENT FOR THE YEAR ENDED	CASH FLOW STATEMENT FOR THE YEAR ENDED			[All	amounts in INR]
Particulars		31-Mar	-20	31-Mar-	19
A	Cash flows from operating activities Net Profit Before Taxation and Extraordinary item Adjustments for: Depreciation Revaluation of Investments Provisions Operating Profit Before Working Capital Changes	(2,25,71,907) 65,81,863 1,58,825 (4,01,131)	(1,62,32,350)	(1,52,96,104) 63,06,303 1,60,056 7,00,000	(81,29,745)
	Increase/ (decrease) in trade payables Increase/ (decrease) in other current liabilities Decrease / (increase) in trade receivables Decrease / (increase) in inventories Decrease / (increase) short term loans and advances	(11,27,698) 38,57,260 - - (19,37,218)		6,71,351 (2,00,429) 28,752 77,324 (80,07,222)
B C	Working Capital changes Cash Generated from operations Income Tax (including Fringe Benefit Tax) Cash Flow Before Extraordinary Item Extra-ordinary items Net cash from operating activities Cash flows from Investment activities Additions to Fixed Assets Advance for purchase of Fixed assets Net cash from Investing activities Cash flows from financing activities	(32,39,203) (1,94,06,503)	7,92,345	(23,92,270) -	(74,30,224)
			(1,54,40,005) - (1,54,40,004) -		(1,55,59,969) - (1,55,59,969) -
			(1,54,40,005) (2,26,45,706)		(1,55,59,969) (23,92,270)
	Proceeds of Other Long Term Liabilities	3,85,45,360		2,35,93,536
	Net cash from Financing activities Net Increase / Decrease in cash and cash equivalents Cash and cash equivalents at beginning of period		3,85,45,360		2,35,93,536
			4,59,649 1,23,535		56,41,297 (55,17,763)
	Cash and cash equivalents at end of period		5,83,182		1,23,535

Notes to the cash flow statement:

• 1 Cash flow statement has been prepared under the indirect method as set out in the Indian Accounting Standard 7 : "Statement of Cash Flows" as specified in Section 133 of the Companies Act, 2013.

• 2 Components of Cash and Cash equivalents as per Ind AS 7 is as under:

Components of Cash and Cash equivalents as per Ind AS 7 is as under:
Particulars	31-Mar-20	31-Mar-19
Cash in hand Bank Balance In Current account In Cash Credit	12,890 69,748 5,00,544	16,203 1,07,331
Total	5,83,182	1,23,535

• 3 The previous year's figure have been recast, restated wherever necessary to confirm to the current presentation.

• This is the Cash Flow Statement referred to in our Audit report of even date.

For B.N. Subramanya & Co. Chartered Accountants FRN: 004142S

For and on behalf of the Board of Directors

Girish Hoysala Partner M.No: 220210

Gullu G Talreja Abhishek P Talreja Chairman & Managing Director Director DIN: 01740145 DIN: 05007867

Place: Bangalore Date: 30th May, 2020

Veena Tandur Company Secretary PAN: AGWPH 2548 A

PAN ELECTRONICS (INDIA) LTD CIN - L00309KA1982PLC004960

No.16B, 1st Phase,Peenya Industrial Estate,Peenya, Bengaluru-560 058

Note-10-Statement of Changes in Equity for the year ended 31st March, 2020

A)Equity Share Capital

A)Equity Share Capital	A)Equity Share Capital
Balance at the beginning of the reporting period		Changes in	equity share capital during theyear		Balance at the end of the reporting period
4,00,00,000			-		4,00,00,000
B)Other Equity(Note-11)
Particulars	Share application money pending allotment	Equity component of compound financial instruments	Reserves and Surplus				Debt instruments through Other Comprehensive Income	Equity Instru ments throug h Other Compr ehensi ve Incom e	Effectiv e portion of Cash Flow Hedges	Revaluation Surplus	Exchange differences on translating the financial statements of a foreign operation	Other items of Other Comprehen sive Income	Money received against share warrants	Total
			Central Subsidy	Share Premium	**Capital Reserve **	Retained Earnings
Balance at the end of the reporting period	-	-	15,00,000	92,99,600	2,33,63,512	(22,23,83,357)	-	-	-	24,57,43,520	-	-	-	5,75,23,275
Changes in accounting policy orpriorperiod errors	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Restated balance at the beginning of the reporting period	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Comprehensive Income for theyear	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Dividends	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Tax on Dividend	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Transfer to retained earnings	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Any other change	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Profit for the year	-	-	-	-	-	(2,25,71,907)	-	-	-	-	-	-	-	(2,25,71,907)
Balance at the end of the reporting period	-	-	15,00,000	92,99,600	2,33,63,512	(24,49,55,264)	-	-	-	24,57,43,520	-	-	-	3,49,51,368

For B.N. Subramanya & Co. Chartered Accountants FRN: 004142S

Girish Hoysala Partner M.No: 220210 Place: Bangalore Date: 30th May, 2020

==> picture [145 x 95] intentionally omitted <==

For and on behalf of the Board of Directors

Gullu G Talreja Abhishek P Talreja Chairman & Managing Director Director DIN: 01740145 DIN: 05007867

Veena Tandur Company Secretary PAN: AGWPH 2548 A

PAN ELECTRONICS (INDIA) LTD CIN - L00309KA1982PLC004960

No.16B, 1st Phase,Peenya Industrial Estate,Peenya, Bengaluru-560 058

Statement of Changes in Equity for the year ended 31st March, 2019

A)Equity Share Capital

A)Equity Share Capital	A)Equity Share Capital
Balance at the beginning of the reporting period		Changes in	equity share capital during theyear		Balance at the end of the reporting period
4,00,00,000			-		4,00,00,000
B)Other Equity(Note-11)
Particulars	Share application money pending allotment	Equity component of compound financial instruments	Reserves and Surplus				Debt instruments through Other Comprehensive Income	Equity Instru ments throug h Other Compr ehensi ve Incom e	Effectiv e portion of Cash Flow Hedges	Revaluation Surplus	Exchange differences on translating the financial statements of a foreign operation	Other items of Other Comprehen sive Income	Money receive d against share warran ts	Total
			Central Subsidy	Share Premium	**Capital Reserve **	Retained Earnings
Balance at the end of the reporting period	-	-	15,00,000	92,99,600	2,33,63,512	(20,70,87,254)	-	-	-	24,57,43,520	-	-	-	7,28,19,378
Changes in accounting policy orpriorperiod errors	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Restated balance at the beginning of the reporting period	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Total Comprehensive Income for theyear	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Dividends	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Tax on Dividend	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Transfer to retained earnings	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Any other change	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Profit for the year	-	-	-	-	-	(1,52,96,104)	-	-	-	-	-	-	-	(1,52,96,104)
Balance at the end of the reporting period	-	-	15,00,000	92,99,600	2,33,63,512	(22,23,83,358)	-	-	-	24,57,43,520	-	-	-	5,75,23,274

For B.N. Subramanya & Co. Chartered Accountants FRN: 004142S

Girish Hoysala Partner M.No: 220210 Place: Bangalore Date: 30th May, 2020

==> picture [145 x 95] intentionally omitted <==

For and on behalf of the Board of Directors

Gullu G Talreja Abhishek P Talreja Chairman & Managing Director Director DIN: 01740145 DIN: 05007867

Veena Tandur Company Secretary PAN: AGWPH 2548 A

Pan Electronics (India) Limited Notes to the financial statements

Note-3

Note-3
Description	GROSS BLOCK( AT COST)				DEPRECIATION				NET BLOCK
	As on	Additions	Deletions	As on	As on	Additions	Deletions	As on	As on	As on
	01.04.2019			31.03.2020	01.04.2019			31.03.2020	31.03.2020	31.03.2019
Tangible Assets Lease Hold Land Lease Hold Right Building Plant and Machinery Electrical Installation Furniture and Fixtures Office Equipment Computer Vehicle	20,46,41,420 1,70,000 2,61,80,137 19,30,14,524 34,17,741 3,44,435 12,09,819 28,07,796 9,21,863	- - - 32,39,203 - - - - -	- - - - - - - - -	20,46,41,420 1,70,000 2,61,80,137 19,62,53,727 34,17,741 3,44,435 12,09,819 28,07,796 9,21,863	90,02,122 59,861 1,48,79,112 16,83,97,033 34,17,741 3,44,435 10,37,744 28,07,030 9,21,863	29,55,364 1,717 4,15,608 31,16,675 - - 91,733 766		1,19,57,486 61,578 1,52,94,719 17,15,13,708 34,17,741 3,44,435 11,29,477 28,07,796 9,21,863	19,26,83,934 1,08,422 1,08,85,418 2,47,40,019 - - 80,342 - -	19,56,39,298 1,10,139 1,13,01,025 2,46,17,491 - - 1,72,075 766 -
Total	43,27,07,735	32,39,203	-	43,59,46,938	20,08,66,941	65,81,863	-	20,74,48,803	22,84,98,134	23,18,40,794
Previous year Figures	43,03,15,465	23,92,270	-	43,27,07,735	19,45,60,638	63,06,303	-	20,08,66,941	23,18,40,794	23,57,54,827

(i) The recoverable amount of all assets exceeds the carrying amount , hence the Company has not recognized any impairment losses as required by Ind AS 36 as at that date.

(ii) The Depreciation is charged on Straight Line basis over the useful life of the assets as per Schedule II of the Companies Act, 2013.

Pan Electronics (India) Limited Notes to the financial statements

• 4 Non-current Assets- Investments

Non-current Assets- Investments
Particulars	As at 31 March 2020	As at 31 March 2019
Investment in Equity Instruments Quoted Investment carried at Fair Value through Profit or Loss [1,23,120 (31 March 2019: 1,23,120) Equity Shares of Rs.5/- each fully paid in M/s. Venlon Enterprises Limited]	2,10,535	3,69,360
Total	2,10,535	3,69,360

6 Inventories

Particulars	As at 31 March 2020	As at 31 March 2019
Raw Materials Finished Goods	67,47,967 1,60,237	67,47,967 1,60,237
Total	69,08,204	69,08,204

7 Current Assets - Trade Receivables

	Particulars	As at 31 March 2020	As at 31 March 2019
	Unsecured, Considered Good Trade receivables	8,41,910	8,41,910
	Total	8,41,910	8,41,910
	Cash & Cash Equivalents
8
	Particulars	As at 31 March 2020	As at 31 March 2019
	Cash in hand	5,00,544	1,07,331
	Balance with Bank In Current account In Cash Credit	12,890 69,748	16,203 -
	Total	5,83,182	1,23,534
	*Note- Cash Credit is secured by charge on entire current assets such as stocks, book debts and raw materials etc.

9 Other Current Assets

	Particulars	Particulars	As at 31 March 2020	As at 31 March 2019
	Others Unsecured, Considered good
		Advance to Suppliers	2,82,42,677	88,36,174
		Staff Advances Statutory / Government Authorities	2,89,200 59,07,679	4,28,000 38,31,661
		Total	3,44,39,556	1,30,95,835

10 Share Capital

Share Capital
Particulars	As at 31 March 2020	As at 31 March 2019
Authorised Capital Equity Shares with Voting Rights Issued, Subscribed and fully Paid up shares 40,00,000 Equity shares of Rs.10/- each fully paid up (Previous Year 40,00,000 Equity shares of Rs.10/- each) 1,00,00,000 Equity shares of Rs.10/- each (Previous Year 1,00,00,000 Equity shares of Rs.10/- each)	10,00,00,000	10,00,00,000
	4,00,00,000	4,00,00,000
	4,00,00,000	4,00,00,000

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period Equity Shares

Particulars	As at 31 March 2020	As at 31 March 2020	As at 31 March 2019	As at 31 March 2019
	Number of shares	Value of shares	Number of shares	Value of shares
At the beginning of the period Outstandingat the end of theperiod	40,00,000 40,00,000	4,00,00,000 4,00,00,000	40,00,000 40,00,000	4,00,00,000 4,00,00,000

(b) Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity is entitled to one vote per share. The Company declares and pays dividend in indian rupees.

In the event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Details of shareholders holding more than 5% shares in the company

Name	31 March 2020	31 March 2020	31 March 2019	31 March 2019
	No. of Shares	% of shareholding	No. of Shares	% of shareholding
Gullu G. Talreja	28,17,560	70.44%	28,17,560	70.44%

(d) No shares are reserved for issue under options or contracts/commitments for the sale of shares/ dis-investment.

(e) There are no calls unpaid by directors or officers of the company.

(f) No Shares has been held by holding company/ ultimate holding company/subsidiaries/associates.

12 Non Current Liabilities- Borrowings

Non Current Liabilities- Borrowings
Particulars	As at 31 March 2020	As at 31 March 2019
Unsecured loan Others - from Related parties Secured loan Term loan - from Punjab National bank	15,72,66,418 3,26,21,879	15,30,47,299
Total	18,98,88,297	15,30,47,299
Non Current Liabilities- Provisions
Particulars	As at 31 March 2020	As at 31 March 2019
Provision for Gratuity and Leave encashment Other provisions	2,98,869 -	5,61,760 1,38,240
Total	2,98,869	7,00,000

13 Non Current Liabilities- Provisions

14 Current Liabilties - Borrowings

Current Liabilties - Borrowings
Particulars	As at 31 March 2020	As at 31 March 2019
Secured Loan - from Punjab National bank	17,04,362	-
Total	17,04,362	-
Current Liabilities - Trade Payables
Particulars	As at 31 March 2020	As at 31 March 2019
Dues to Micro and Small Enterprises Others	- 5,44,899	- 16,72,597
Total	5,44,899	16,72,597

15 Current Liabilities - Trade Payables

Note: Balances of trade payables and classification of MSME are subject to confirmation by the concerned parties.

16 Other Current Liabilities

Other Current Liabilities
Particulars	As at 31 March 2020	As at 31 March 2019
Statutories Payable Bonus Payable Leave Salary payable Salary And Wages Payable Sipcot Maintainance Payable Electricity Charges Payable	38,37,605 - - 1,89,891 22,542 43,689	1,04,493 66,640 65,334 - - -
Total	40,93,727	2,36,467

Pan Electronics (India) Limited Notes to the financial statements

17 Revenue from Operations

**17 **	Revenue from Operations
	Particulars	For the year ended 31 March 2020	For the year ended 31 March 2019
	Sale of Products Less: Returns	- -	77,324 -
**18 **	Total	-	77,324
	Other income
	Particulars	For the year ended 31 March 2020	For the year ended 31 March 2019
	Interest on Income Tax Refund Balances Written Back Interest from Fixed Deposit Revaluation of Investments	1,880 4,76,533 21,304 -	- - - -
	Total	4,99,717	-

• 19 Cost of Raw material consumed

**19 **	Cost of Raw material consumed
	Particulars	For the year ended 31 March 2020	For the year ended 31 March 2019
**20 **	Inventory at the beginning of the year Add: Purchases Less: Inventory at the end of the year	67,47,967 -	67,47,967 -
		67,47,967 67,47,967	67,47,967 67,47,967
	Total	-	-
	Changes in inventories
	Particulars	For the year ended 31 March 2020	For the year ended 31 March 2019
	Inventory at the end of the year Inventory at the beginning of the year	1,60,237 1,60,237	1,60,237 2,37,561
	Total	-	77,324
**21 **	Employee benefits Expense
	Particulars	For the year ended 31 March 2020	For the year ended 31 March 2019
	Salaries, wages and bonus Staff Welfare Gratuity and Leave Encashment	43,54,744 - 40,287	44,89,157 26,629 5,61,760
	Total	43,95,031	50,77,546

**21 **	Employee benefits Expense
		For the year	For the year
	Particulars	ended	ended
		31 March 2020	31 March 2019
	Salaries, wages and bonus	43,54,744	44,89,157
	Staff Welfare	-	26,629
	Gratuity and Leave Encashment	40,287	5,61,760
	Total	43,95,031	50,77,546

22 Finance Charges

		For the year	For the year
	Particulars	ended	ended
		31 March 2020	31 March 2019
	Bank charges	83,433	7,587
	Loan Processing charges	8,67,240	-
	Interest to Term Loan	25,49,023	-
	Interest on cash credit account	-	10,430
	Total	34,99,696	18,018
	Other Expenses

23 Other Expenses

	Finance Charges
	Particulars	For the year ended 31 March 2020	For the year ended 31 March 2019
	Bank charges Loan Processing charges Interest to Term Loan Interest on cash credit account	83,433 8,67,240 25,49,023 -	7,587 - - 10,430
	Total	34,99,696	18,018
	Other Expenses
	Particulars	For the year ended 31 March 2020	For the year ended 31 March 2019
	Business promotion expenses Power, Fuel & Water Charges Repairs - Machinery Repairs - Other assets Postage & Telephones Travelling & Conveyance Printing & Stationery SIPCOT Maintenance Miscellaneous Expenses Rates & Taxes Professional Charges Registration charges	- 5,32,562 12,30,847 27,62,927 7,400 15,649 3,780 - 50,000 78,854 2,00,100 - 3,54,000 3,82,774 83,919 22,390 16,125 1,25,000 1,58,825 25,37,926 31,955	- 41,497 10,53,587 1,85,706 12,210 43,527 14,725 2,80,368 3,100 3,76,971 3,22,094 - 2,95,000 3,31,024 26,660 15,000 8,000 1,25,000 1,60,056 5,99,713 -
	Listing and membership fee Security charges Freight charges Meeting and Conference expense Office Expenses Audit Fees Revaluation of Investments
	Balances Written Off Unclaimed IGST
	Total	85,95,033	38,94,237

24 Capital Commitments

The Company does not have any capital commitments as on the Balance Sheet date. (PY - Nil)

25 Contingent liabilities

There are no contingent liabilties as on Balance Sheet date.

26 Disclosures in respect of Micro and Small Enterprises:

Company does not have any outstanding due as at 31st March to Suppliers under the micro, small and Medium enterprises Development Act, requiring disclosure under the Micro, Small and Medium Enterprises Development Act, 2006(MSMED Act). Refer Note-28

27 Foreign Exchange Earnings, Expenditure and Earnings The company does not have any transactions in foreign currency during the year.

• 28 Trade Payables, Classification of MSME, Other Current Liabilities, Trade Receivables, Non Current Assets, Other Current Assets and Loans & Advances are subject to confirmation.

29 Payment to Auditors

	Particulars	For the year ended 31 March 2020	For the year ended 31 March 2019
	As Auditor For Taxation Matters For Certification Charges	1,25,000 - -	1,25,000 - -
	Total	1,25,000	1,25,000

Note-31 The disclosure as per Indian Accounting Standard 19 "Employee Benefits"are given below

a) Defined Benefit Plans

Particulars	2019-20	2018-19
Components of Employer Expenses Current Service cost Past service cost - Plan Amendment Interest on Obligations Expected Return on Plan Assets Net actuarial loss/ (gain) recognized during the year Total Expenses recognised in the Statement of Profit & Loss Net asset/(liability) recognised in the Balance Sheet Present Value of defined benefit Obligation Fair value of plan assets Funded status[Surplus/(deficit)] Unrecognised past service costs Actuarial assumptions Discount Rate Expected Return on Plan Assets	1,03,924 - 30,513 - (3,93,365) (2,58,928) 1,47,909 - - - 6.75% 5.00%	1,70,369 - - - 2,36,468 4,06,837 4,06,837 - - - 7.50% 5.00%

Particulars	2019-20	2018-19
Changes in Defined Obligations Obligations at period beginning - Current Obligations at period beginning - Non Current Service Cost Interest on Defined benefit obligation Benefits settled Actuarial gain/(loss) Obligations at period end Current Liability (within 12 months) Non Current Liability Expenses recognized in the P&L account and Other Comprehensive Income Service cost Interest cost Benefits paid Actuarial (Gain)/Loss Assumptions Discount factor Salary increase	2,907 1,52,016 19,938 11,619 (44,250) 8,730 2,507 1,48,453 19,938 11,619 (44,250) 8,730 6.75% 5.00%	- - 1,54,923 - - - 2,907 1,52,016 1,54,923 - - - 7.50% 5.00%

PAN ELECTRONICS (INDIA) LTD CIN - L00309KA1982PLC004960 No.16B, 1st Phase,Peenya Industrial Estate,Peenya, Bengaluru-560 058

Note-32-Financial Instruments by category

The carrying value and fair value of financial instruments by categories as of 31- Mar- 20 are as follows

Particulars	Fair value through profit and loss	Fair value through other comprehensive income	Amortised cost
Financial Assets Investments in Equity Instruments Trade Receivables Cash and Cash Equivalents	2,10,535 - -	- - -	- 8,41,910 5,83,182
Total	2,10,535	-	14,25,092
Financial Liabilties Borrowings Trade Payables	- -	- -	19,15,92,659 -
Total	-	-	19,15,92,659

The carrying value and fair value of financial instruments by categories as of 31- Mar- 2019 are as follows

Particulars	Fair value through profit and loss	Fair value through other comprehensive income	Amortised cost
Financial Assets Investments in Equity Instruments Trade Receivables Cash and Cash Equivalents	3,69,360 - -	- - -	- 8,41,910 1,23,534
Total	3,69,360	-	9,65,444
Financial Liabilties Borrowings Trade Payables	- -	- -	15,30,47,298 -
Total	-	-	15,30,47,298

Note-33-Fair Value Hierarchy

Level 1 -Quoted prices (Unadjusted) in active markets for identical assets or liabilities

Level 2 -Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly(i.e. as prices) or indirectly(i.e. derived from prices)

Level 3 -Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The fair value heirarchy of assets and liabilties measured as fair value as of 31-Mar-19 is as follows:	The fair value heirarchy of assets and liabilties measured as fair value as of 31-Mar-19 is as follows:	The fair value heirarchy of assets and liabilties measured as fair value as of 31-Mar-19 is as follows:	The fair value heirarchy of assets and liabilties measured as fair value as of 31-Mar-19 is as follows:	The fair value heirarchy of assets and liabilties measured as fair value as of 31-Mar-19 is as follows:
Particulars	As of March 31, 2020	Fair Value measurement at the end of theyear using
		Level 1	Level 2	Level 3
Financial Assets Investments in Equity Instruments	2,10,535	2,10,535	-	-
The fair value heirarchy of assets and liabilties measured as fair value as of 31-Mar-18 is as follows: There were no transfers between Level 1 and 2 during the period.
Particulars	As of March 31, 2019	Fair Value measurement at the end of theyear using
		Level 1	Level 2	Level 3
Financial Assets Investments in Equity Instruments	3,69,360	3,69,360	-	-
There were no transfers between Level 1 and 2 during the period.

Note-34-Capital Management

The Company’s capital management objectives are:

-to ensure the Company's ability to continue as going concern and

-to provide an adequate return to shareholders through optimisation of debts and equity balance. The Company monitors capital on the basis of the carrying amount of debt less cash and cash equivalents as presented on the face of the financial statements.

The Company’s objective for capital management is to maintain an optimum overall financial structure.

PAN ELECTRONICS (INDIA) LTD CIN - L00309KA1982PLC004960

No.16B, 1st Phase,Peenya Industrial Estate,Peenya, Bengaluru-560 058 Note-34(i)-Debt to Equity Ratio

Particulars	As at 31 March, 2020	As at 31 March, 2019
Debt (includes non-current, current borrowings and current maturities of long term debt) Less : cash and cash equivalents Net debt Total equity	19,15,92,659 5,83,182 19,10,09,477 7,49,51,367	15,30,47,298 1,23,534 15,29,23,764 9,75,23,274
Net debt to total equity ratio	255%	157%

Note-34(ii)- The Company has not declared any dividend during the year.

Note-35-Financial Risk Management

The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company’s risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities.

(i) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers, loans and investments. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of counterparty to which the Company grants credit terms in the normal course of business

Investments

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

Trade receivables

The Company has used Expected Credit Loss (ECL) model for assessing the impairment loss. For the purpose, the Company uses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and internal risk factors and historical data of credit losses from various customers.

Particulars	As at 31 March, 2020	As at 31 March, 2019
Trade receivables less than 180 days 180 - 365 days beyond 365 days Financial assets for which loss allowances is measured using the expected credit loss	- - 8,41,910	- - 8,41,910
Total	8,41,910	8,41,910
Particulars	Year ended 31 March, 2020	Year ended 31 March, 2019
Balance at the beginning of the year Addition Write - offs Recoveries Balance at the end of theyear Movement in the expected credit loss allowance on trade receivables	8,41,910 - - -	8,70,662 - (28,752) -
	8,41,910	8,41,910

(ii) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s reputation.

PAN ELECTRONICS (INDIA) LTD CIN - L00309KA1982PLC004960 No.16B, 1st Phase,Peenya Industrial Estate,Peenya, Bengaluru-560 058

Note-36 -Impact of COVID-19 Pandemic

The spread of COVID-19 has severely impacted business around the globe. In many countries, including India, there has been severe disruption to regular business operations due to lock downs, disruption in transportation, supply chain , travel bans, quarantines, social distancing and other emergency measures.

As the situation is constantly evolving the company has considered various internal and external information available up to the date of approval of financial statements in assessing the impact of COVID-19 pandemic in the financial statement for the year ended March 31,2020.

Management is of the view that there is significant uncertainty in the business environment which has resulted in delays in confirmation of customer orders and in executing the orders in hand and an increase in lead time in sourcing components. Based on current assessment, management is of the view that the situation is likely to continue for the next quarter.

The company have borrowings amounting to Rs.18,98,88,297/-. In the view of the management, there is no major impact on the immediate liquidity position of the company as on the date on which financial statements are approved.

The company has made an assessment on carrying values of its assets comprising Property , Plant and Equipment, Intangible assets, Inventory and Financial assets and has concluded that no further adjustments are required to be made to the carrying values of such assets as at March 31,2020. The company has taken into accounts all possible impact of known events arising from COVID-19 pandemic in the preparation of the financial statements.

However , the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration. The company will closely monitor any material changes to future economic condition.

For B.N. Subramanya & Co. Chartered Accountants FRN: 004142S

For and on behalf of the Board of Directors

Girish Hoysala Partner M.No: 220210

Gullu G Talreja Chairman & Managing Director DIN: 01740145

Abhishek P Talreja Director DIN: 05007867

Place: Bangalore Date: 30th May, 2020

Veena Tandur Company Secretary PAN: AGWPH 2548 A

Pan Electronics (India) Limited

Notes to the Financial Statements for the year ended 31[st] March 2020

Note 1

Basis of preparation of Financial Statements

The Accompanying financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention and on accrual basis except for certain financial instruments which are measured in fair value, applicable provisions of the Companies Act, 2013 and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under section 133 of the Act read with rule 3 of the Companies ( Indian Accounting Standards) Rules, 2015 and Companies ( Indian Accounting Standards) Amendment Rules, 2016.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Note 2

SIGNIFICANT ACCOUNTING POLICIES

1. Use of Estimates

The preparation of financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition.

Accordingly, the Company has elected to measure all of its property, plant and equipment at their previous GAAP carrying value.

2. Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any.

Expenditure which are of a Capital nature are Capitalized at cost, which comprises purchase price (net of rebates and discounts), duties, levies and any directly attributable cost of bringing the assets to its working condition for the intended use.

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition.

Accordingly, the Company has elected to measure all of its property, plant and equipment at their previous GAAP carrying value.

3. Depreciation and Amortisation

• (i) Up to 31[st] March, 2014, depreciation is provided from the date the assets have been installed and put to use, on Straight Line Method at the rates specified in Schedule XIV of the Companies Act, 1956.

• (ii) With effect from 1[st] April, 2014, depreciation on assets carried at historical cost is provided on Straight Line Method based on useful life as under:

Category of the Asset	No of useful life in years
Building	30
Plant and Machinery	15
Electrical Installations	10
Furniture and Fixtures	10
Office Equipment	5
Computer and Accessories	3
Vehicles	8

• (iii) The carrying value of the assets as on April 1[st] , 2014, is depreciated over the remaining useful life of the asset determined based on useful life mentioned in clause (ii) supra.

• (iv) Where the useful life of the asset is NIL as on 1[st] April, 2014, the carrying value as on 1[st] April, 2014, has been added to the opening balance of deficit in the Statement of Profit and Loss in accordance with Schedule II of the Companies Act, 2013.

4. Inventories:

Inventories are valued at the lower of cost or net realizable value. Cost includes purchase price, duties, transport & handing costs and other costs directly

attributable to the acquisition and bringing the inventories to their present location and condition.

The basis of determination of cost remains as follows:

• a) Raw material, Packing Material – at actual cost.

• b) Stores & spares: at actual cost.

• c) Work-in-progress: Cost of input plus overhead upto the stage of completion.

• d) Finished Goods: Cost of input plus appropriate overhead

5. Financial Instruments

(i) Financial Assets

Initial Recognition and Measurement

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Financial assets are classified, at initial recognition, as financial assets measured at fair value or as financial assets measured at amortized cost.

Subsequent Measurement

For purpose of subsequent measurement financial assets are classified in two broad categories:-

• Financial Assets at fair value

• Financial assets at amortized cost

Where assets are measured at fair value, gains and losses are either recognized entirely in the statement of profit and loss or recognized in other comprehensive income.

A financial asset that meets the following two conditions is measured at amortized cost .

• Business Model Test: The objective of the company’s business model is to hold the financial asset to collect the contractual cash flows.

• Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding.

A financial asset that meets the following two conditions is measured at fair value through Other Comprehensive Income :-

• Business Model Test: The financial asset is held within a business model

• whose objective is achieved by both collecting contractual cash flows and selling financial assets.

• Cash flow characteristics test: The contractual terms of the financial

• asset give rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding.

All other financial assets are measured at fair value through profit and loss. All equity investments are measured at fair value in the balance sheet, with value changes recognized in the statement of profit and loss.

Impairment of financial assets

The company assesses impairment based on expected credit losses (ECL) model at an amount equal to:-

• 12 months expected credit losses, or

• Lifetime expected credit losses

depending upon whether there has been a significant increase in credit risk since initial recognition.

However, for trade receivables, the company does not track the changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

(ii) Financial Liabilities

All financial liabilities are initially recognized at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Financial liabilities are classified as measured at amortized cost or fair value through profit and loss (FVTPL). A financial liability is classified as FVTPL if it is classified as held for trading, or it is a derivative or is designated as such on initial recognition. Financial Liabilities at FVTPL are measured at fair value and net gain or losses, including any interest expense, are recognised in statement of profit and loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in statement of profit and loss. Any gain or loss on de-recognition is also recognized in statement of profit and loss.

6. Borrowing costs:

Borrowing cost that are directly attributable to the acquisition, construction, or production of a qualifying asset are capitalized as a part of the cost of such asset till such time the asset is ready for its intended use or sale.

Borrowing cost consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs also includes exchange differences to the extent regarded as an adjustment to the borrowing costs. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing cost are recognized as expense in the period in which they are incurred.

7. Segment Reporting:

The Companies monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss and is measured consistently with profit and loss in the financial statements

8. Foreign Currency Transactions:

All foreign currency transactions are recorded at the rates prevailing on the date of the transaction. Foreign currency monetary assets and liabilities other than net investments in non-integral foreign operations are translated at the exchange rate prevailing on the balance sheet date and exchange gains and losses are recognised in the statement of profit and loss.

9. Income taxes:

Tax expense comprising current tax and deferred tax are recognised in the Profit and Loss Statement for the period. Current tax is the amount of income tax determined to be payable in respect of taxable income as computed under the tax laws.

Deferred tax asset or liability is recognised for timing differences between the profit/(loss) as per financial statements and the profit/(loss) offered for income tax, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only if there is virtual certainty in the opinion of the Board of Directors of the Company that sufficient future taxable income will be available against which such assets can be realised in future. The carrying amount of deferred tax assets is reviewed at the end of each financial year and adjusted to the extent that it is no longer probable that sufficient taxable

income will be available in future to allow in part or whole of the deferred tax asset to be utilised.

10.Cash & Cash Equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise of cash at bank and in hand and short-term investments with an original maturity of three months or less.

11.Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

The diluted earnings per share is calculated after considering adjustments for the effect of all dilutive potential equity shares.

12.Leases

• ➢ Operating Lease : Leases of assets where all the risks and rewards of ownership are effectively retained by the lessor are classified as operating leases. Lease payments under operating leases are recognized as an expense with reference to lease terms and other considerations.

• ➢ Finance Lease : Leases of assets other than operating leases are classified as finance lease. The Lower of assets and present value of the minimum lease rentals is capitalized as fixed assets with corresponding amount shown as lease liability. The principal component in the lease rental is adjusted against the lease liability and the interest component is charged to profit and loss account.

13.Provisions, Contingent Liabilities, Contingent Assets and Capital Commitments:

Disputed liabilities and claims against the company including claims raised by fiscal authorities (e.g. Sales Tax, Income Tax Excise etc.) pending in appeal / court for which no reliable estimate can be made and or involves uncertainty of the outcome of the amount of the obligation or which are remotely poised for crystallization are not provided for in accounts but disclosed in notes to accounts.

However, present obligation as a result of past event with possibility of outflow of resources, when reliable estimation can be made of the amount of obligation, is recognized in accounts in terms of discounted value, if the time value of money is material using a current pre-tax rate that reflects the risk specific to the liability.

No contingent asset is recognized but disclosed by way of notes to accounts.

14.Impairment of assets

Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount/Value in use.

Recoverable amount is determined:

• a. In the case of an individual asset, a higher of the net selling price and the value in use;

• b. In the case of a cash generating unit (a group of assets that generates identified, independent cash flows), at higher of the cash generating unit’s selling price and the value in use.

Value in use is determined as the present value of estimated future cash flows from the continuing use of an asset and from its disposal at the end of its useful life.

15. Cash flow statement:

Cash flow statement has been prepared under the indirect method as set out in the Indian Accounting Standard 7: "Statement of Cash Flows" as specified in Section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.

For B.N. Subramanya & Co. Chartered Accountants FRN: 004142S

For and on behalf of the Board of Directors

Girish Hoysala Partner M.No: 220210

Gullu G Talreja Chairman & Managing Director DIN: 01740145

Abhishek P Talreja Director DIN: 05007867

Place: Bangalore Date: 30th May, 2020

Veena Tandur Company Secretary PAN: AGWPH 2548 A