DIRECTOR'S REPORT
To the Members,
The Directors are pleased to present to you the 09th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024.
1. FINANCIAL RESULTS:
Financial Results of Pace E-Commerce Ventures Limited (Formerly known as Pace E-Commerce Ventures Private Limited) (Previously known as Pace Sports and Entertainment Private Limited) for the year ended as on March 31, 2024 is as given below:
2. FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS:
Your Company's revenue from operations (Net) for the year under review was Rs.4,281.41 Lakhs in FY24, compared to Rs.2,837.16 Lakhs in FY23, registering a rise in revenue by 50.90%. The percentage of Profit before tax (PBT) to Total Revenue (Net) increased to 7.47% in FY24 from 2.68% in FY 23. Profit after Tax increased from Rs.62.26 Lakhs in FY23 to Rs.239.28 Lakhs in FY24.
3. DIVIDEND:
The Board of Directors of your Company has not recommended any dividend for the financial year ended on March 31, 2024 as profit of the Company used for the growth of the Company.
4. TRANSFER TO RESERVES:
The Company has transferred amount of Rs.239.28 Lakhs standing in Profit & Loss account of the Company under the head Reserves and Surplus for FY24.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since, there were no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2015 do not apply.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
• Re-appointment/appointment of Directors:
In accordance with the requirements of the Act and the Company's Articles of Association, Mr. Harshal Chandrakant Gala retires by rotation and is eligible for re-appointment. Members' approval is being sought at the ensuing AGM for his re-appointment.
• Cessation of Directors:
None of the Directors has ceased to be the Director of the Company during the period under review. The Board of Directors of the Company is duly constituted.
• Independent Directors:
In terms of Section 149 of the Companies Act, 2013 Ms. Hiral Rasikbhai Vaghasiya and Mr. Mihirkumar Atulbhai Sojitra are the Independent Directors of the Company.
Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the 'criteria of Independence' as prescribed under
Section 149(6) of the Companies Act, 2013 and have submitted their respective declarations as required under Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
• Key Managerial Personnel:
In terms of Section 203 of the Act, following are the KMP of the Company as on March 31, 2024:
• Mr. Shaival Dharmendra Gnadhi, Managing Director & Chief Financial Officer
• Ms. Nikita Pediwal, Company Secretary & Compliance Officer
7. BOARD AND COMMITTEES OF BOARD:
The Company has convened 4 Board Meetings were held during the year under review of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.
Board Meetings held during the Year:
Attendance of Directors at the Board Meeting and Annual General Meeting:
Attendance
Committees of the Board:
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following statutory Committees constituted by the Board function as per their respective roles and defined scope:
• Audit Committee
• Nomination & Remuneration Committee
• Corporate Social Responsibility Committee
• Stakeholders Relation Committee
Audit Committee:
Constitution & Composition of Audit Committee:
Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, the Board hereby disclose the composition of the Audit Committee and details of the meetings attended by the members of the Audit Committee are given below:
No of Meetings held during the year
Stakeholder Relationship Committee:
Constitution and Composition of Stakeholder Relationship Committee:
The Company has constituted the "Stakeholders Relationship Committee" and details of Meetings
Nomination & Remuneration Committee:
Constitution and Composition of Remuneration Committee
The Company has constituted the Remuneration Committee as per the provisions of the Section 178 of the Companies Act, 2013 with the following members:
The Composition and details of Meetings attended by the Directors are given below:
Independent Directors' Meeting:
In due compliance with the provisions of the Companies Act, 2013 read with the rules made there under a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole was evaluated, taking into account the views of directors and Non-Executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was discussed.
One meeting (1) of Independent Director was held on 01/03/2024 during the year under review.
8. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS BOARD EVALUATION:
The Annual Evaluation process of the Board of Directors, Individual Directors and Committees was conducted in accordance with the provision of the Act and the Listing Regulations.
The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.
The evaluation process endorsed the Board's confidence in the management and working of the Company and flexibility and cohesiveness amongst the Board Members.
9. POLICY ON BOARD DIVERSITY AND DIRECTOR ATTRIBUTES AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:
In terms of the provisions of Section 178(3) of the Companies Act, 2013, the NRC is responsible for qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, KMP and other employees. In line with this requirement, the Board has adopted the Policy on Board Diversity and Director Attributes, which is provided in Annexure-I to this Report and Remuneration Policy for Directors, KMP and other employees of the Company, which is reproduced in Annexure-II to this Report.
Familiarisation Programme:
All Board Members of the Company are accorded every opportunity to familiarize themselves with the Company, its management, its operations and above all, the industry perspective and issues. The Company has put on induction and familiarisation Programme for all its Directors including Independent Directors.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:
1. In preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation to material departures;
2. The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company, for that period;
3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The Directors have prepared the Annual Accounts on a going concern basis;
5. Board of Directors are also responsible for overseeing Company's financial reporting process;
6. The Directors have devised proper system to ensure compliance with the provisions of all the applicable laws and that such system were adequate and operating effectively.
11. AUDITORS AND AUDITOR'S REPORT:
Statutory Auditor & Statutory Auditor's Report:
At the 08th Annual General Meeting of the Company held on September 29, 2023, the Members appointed M/s. BHARAT PARIKH & ASSOCIATES (FRN: 101241W) as the Statutory Auditor of the Company for a period of 5 years commencing from the conclusion of the 08th AGM till the conclusion of 13th AGM to be held in the year 2028.
Qualification of Statutory Auditor:
(i) In the audit of the current period, money raised by public offer of equity shares by the Company during the year were prima facie, applied by the Company for the proposes for which the money were raised, other than temporary deployment pending allocations of fund is parked which does not comply with the SEBI ICDR Regulation.
(ii) The aforesaid Standalone Financial Statements comply with the AS specified under Section 133 of the Act, read with rule 7 of the companies (Accounts) rules, 2014, except accounting standards on employees' retirement benefits as detailed in Note 2(j) of financials.
Management Reply:
(i) This is only a temporary deployment of funds which the Company will clear in this Financial Year.
(ii) The Company will comply with the accounting standard on employees' retirement benefits in near future to ensure the compliance with the accounting standards.
The standalone financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act.
The Auditor of the Company has not reported any Frauds under Section 143(12) i.e. frauds those reportable to the Central Government with respect to the Books of Accounts and Vouchers of the Company in his Audit Report or Audit Committee.
Cost Auditor & Cost Auditor's Report:
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.
Secretarial Auditor and Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Mr. Dipesh Anupkumar Mistry, Practising Company Secretary to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.
The Report of Secretarial Auditor is enclosed to this report as Annexure IV. With the reference to the remarks and observation of Secretarial Auditor, the following explanations have been submitted by Board of Directors.
Qualification of Secretarial Auditor:
In the audit of the current period, money raised by public offer of equity shares by the Company during the year were prima facie, applied by the Company for the proposes for which the money were raised, other than temporary deployment pending allocations of fund is parked which does not comply with the SEBI ICDR Regulation.
This is only a temporary deployment of funds which the Company will clear in this Financial Year. The Report of Secretarial Auditor is enclosed to this report as Annexure IV.
Internal Auditor:
Pursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Board had appointed M/s Ashish N. Parikh & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2023-24. Internal Audit Report was self-explanatory and need no comments.
12. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company believes that the affairs of the Company are conducted in fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct. Pursuant to Section 177(9) of the Companies Act, 2013 the Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at https:// pacevltd.com.
13. PARTICULARS OF EMPLOYEES AND REMUNERATION:
Details Pertaining to Remuneration as Required under Section 197(12) Of the Companies Act, 2013 Read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-III.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies' current working and future outlook of as per Annexure-V.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of Listing Regulations, disclosure on particulars pertaining to Loans, Guarantees and Investments are provided as part of financial statements in Note No. 10, 11 & 15.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:
Related party transactions entered during the financial year under review are disclosed in Note 31 of the audited financial statements of the Company for FY-24. These transactions entered were at an arm's length basis and in the ordinary course of business.
There were no materially significant related party transactions with the Company's promoters, directors, management or their relatives, which could have had a potential conflict with the interests of the Company.
Form AOC-2, containing the note on the aforesaid related party transactions are given elsewhere in this report and the same forms part of this report.
17. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements related and the date of this report.
18. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Considering the nature of business of our Company, the particulars with respect to conservation of energy and technology absorption required as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.
Operations of the Company do not involve any kind of Special technology and there was no expenditure on research and development during this financial year. However your Company continues to upgrade its technology (Computer Technology and Telecom infrastructure) in ensuring it is connected with its clients across the globe.
There were no foreign exchange earnings and outgo during the year under review.
19. RISK MANAGEMENT POLICY:
The Board of Directors has taken steps to ensure the risk factor of the business and also considered best possible way to dealt into, if any.
20. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.
21. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATES:
The Company does not have any Subsidiary, Joint Venture or Associate Company and thus disclosure in Form AOC-1 (Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures), does not form part of this Report.
22. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the March 31, 2024.
23. DETAILS OR SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:
There has been no significant or material order passed by any regulatory authority impacting the going concern status and Company's operations during the financial year.
24. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the year no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.
25. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
There is no difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions.
26. SHARE CAPITAL:
During the year under review there was no change in the Authorized, Issued and Subscribed Paid-up Share Capital of the Company. The paid-up share capital of the Company as on March 31, 2024 is 2253.351 Lakhs divided into 2,25,33,510 equity shares of Rs.10/- each.
27. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the Company. The Code has been placed on the Company's website https://pacevltd.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
28. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.
29. INTERNAL FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control system is commensurate with its size, scale and complexities of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
30. A STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has complied with provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
31. CORPORATE GOVERNANCE:
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable on the Company as the Company is listed on SME Platforms of BSE.
32. ACKNOWLEDGEMENTS:
On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.
The Directors are thankful to the bankers, the various Government Agencies, Suppliers, Customers, Investors and all others for their wholehearted support during the year and looking forward to their continued support in years ahead. Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.