To,

The Members,

MYSTIC ELECTRONICS LIMITED

The Company's Directors are pleased to present the 5thAnnual Report of the Company, together with the Audited Financial Statements, for the financial year ended March 31, 2016.

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

2. STATE OF COMPANY'S AFFAIRS

The turnover of the Company increased during the financial year to Rs. 13,86,73,873 (Rupees Thirteen Crore Eighty Six Lakhs Seventy Three Thousand Eight Hundred and Seventy Three Only) as against last year's turnover of Rs. 41,26,400 (Rupees Forty One lakhs Twenty One Thousand Four Hundred Only).

For the year under review, the Company has achieved a Profit after tax of Rs.57,30,392/-(Rupees Fifty Seven Lakhs Thirty Thousand Three Hundred & Ninety Two Only) as compared to last year's Profit After Tax of Rs.60,04,407/- (Rupees Sixty Lakhs Four Thousand Four Hundred and Seven Only). Hence, the focused approach of profitable businesses have resulted in the better performance of the Company at the Revenue level for the year as compared to the previous year. Barring unforeseen circumstances, the directors of your company expect continued growth in profit in future as well.

3. DIVIDEND & RESERVES

Yours Directors do not recommend any dividend for the year ended March 31, 2016, in view of the growth and expansion of the business.

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

4. SHARE CAPITAL

Consolidation of Shares

On 16th January, 2016, shareholders of the Company approved by way of passing Special Resolution through Postal Ballot, Consolidation of every 10 (Ten) equity shares of nominal face value of Re. 1/- (Rupee One Only) each fully paid-up into 1 (One) Equity Share nominal face value of Rs. 10/- (Rupees Ten Only) each fully paid-up, in compliance with the provisions of Section 61(1) (b) and 64 of the Companies Act, 2013 and other applicable provisions, of the Companies Act, 2013 along with approvals, consents, permissions and sanctions received from the various authorities

The paid up Equity Share Capital of your Company after consolidation of the face value of equity shares is Rs. 19,76,62,480/- (Rupees Nineteen Crores Seventy-Six Lakh Sixty-Two Thousand Four Hundred and Eighty Only) divided into 19766248 (One Crore Ninety-Seven Lakh Sixty-Six Thousand Two Hundred and Forty-Eight) Equity Shares of the face value of Rs. 10/- (Rupee Ten Only) each.

5. DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Members, at the 4th Annual General Meeting (AGM) held on September 30, 2015, approved the appointment of Ms. Madhumati Gawade as a Director of the Company

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

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

The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

6. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

7. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are -Mr. Rajesh Agarwal, Chief Financial Officer; Ms. Disha Jain*, Company Secretary and Ms. Parvati Nirban, Manager. There has been no change in the key managerial personnel during the financial year 2015-16.

*Note: Ms. Disha Jain has resigned from the post of Company secretary w.e.f July 30, 2016. The Board placed on record its deep appreciation for the valuable contribution made by her during her tenure of office.

8. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b) for the financial year ended March 31, 2016, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the financial year ended March 31, 2016;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

9. MEETINGS OF THE BOARD

During the year under review, 12(Twelve) meetings of the Board of Directors were held. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

10. COMMITTEES OF THE BOARD

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

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

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

11. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint ventures and associate company for the year ended 31st March, 2016.

12. EMPLOYEE STOCK OPTION SCHEME

Presently, the Company does not have a scheme for grant of stock options to its employees.

13. PARTICULARS OF EMPLOYEES

Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 197 of the Act. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

14. PREVENTION OF SEXUAL HARASSMENT POLICY

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

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

During the year 2015-2016, no complaints were received by the Company related to sexual harassment.

15. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

16. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

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

17. DEPOSITS

In terms of the provisions of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, the Company had no opening or closing balances and also has not accepted any fixed deposits during the year under review and as such, no amount of principal or interest was outstanding as on March 31, 2016.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans and Investments covered under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2015-16 are given in the Notes on financial statement referred to in the Auditors' Report.

19. RELATED PARTY TRANSACTIONS

In compliance with the Listing Regulations, the Company has a policy for transactions with Related Parties ('RPT Policy'). The RPT Policy is available on the Company website viz. www.mystic-electronics.com, on the Investors page, under the section titled 'Compliance'. The same may also be accessed through the link given below: http://www.mystic-electronics.com/investors.html.

Apart from the Related Party Transactions in the ordinary course of business and at arm's length basis, details of which are given in the notes to the financial statements, there were no other Related Party Transactions requiring disclosure in the Directors' Report, for compliance with Section 134(3) (h) of the Companies Act, 2013. Thus, Form aOc-2 is not applicable to the Company.

20. STATUTORY AUDITORS& AUDITORS' REPORT

During the year M/s. CPM & Associates, Chartered Accountants (Firm Registration No. 114923W) resigned at the 4th AGM held on 30th September, 2015 and M/s. Bansal Bansal & Co, Chartered Accountants (Firm Registration No. 100986W) was appointed as the Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 4th Annual General Meeting of the Company till the conclusion of the 9th AGM subject to ratification by the Members at every Annual General Meeting.

Necessary resolution for ratification of appointment of the Auditors is set out in the Notice of AGM for seeking approval of the members.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

21. SECRETARIAL AUDITORS& AUDITORS' 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 Company has appointed Mr. Shivhari Jalan, a Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 2015-2016.

The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith as "Annexure II."

The responses of your Directors on the observations made by the Secretarial Auditor are as follows:-

Response to point no.1:

The company shall now file the Form MGT-10 after obtaining the details from RTA.

Response to point no. 2:

Due to the transformation and application of new Companies Act, the Company was in process to get approval from the shareholders which are mandate as per the new act, as a result of this company delayed getting shareholders' approval in pursuance to Section 186 of the Companies Act, 2013.

Further, the Company has duly charged interest on loan given in terms of Section 186, Companies Act, 2013 except for one which is doubtful of recovery.

Response to point no. 3:

Your company is law abiding entity, and filed the necessary forms &returns with the authorities. However, there were few delays due to technical reasons of uploading on MCA site which the management ensures to file the same in time.

Response to point no. 4:

In order to comply with the requirement of Section 188 of the Companies Act, 2013 and clause 49 (VII) of the Listing agreement in respect of the related party transaction the Company have duly obtained approval from the Shareholders by passing Special Resolution in the 4th AGM held on September 30, 2015.

Response to point no. 5:

Due to the system break- down the Company was not in the position to intimate to BSE about the meeting of the Board of Directors held on May 30, 2015. Thus, the acknowledgement copy the same was not available with the Company.

Response to point no. 6:

Due to the internet hitch-up the intimation was delayed which the management ensures to file the same in time hereinafter.

Response to point no. 7:

The Board is of the view that there are few delays made in respect to comply with the clause 41 (VI) (a) of the Listing agreement & Regulation 47(3) of the LODR Regulations however, with improved business policy the Company will be able to meet its obligations in time. The Board is hopeful and committed to their level best to streamline the same henceforth.

22. CORPORATE GOVERNANCE

Your Company is in compliance with the Corporate Governance guidelines, as laid out in the Listing Agreements/Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations. The Certificate in this regard is attached as "ANNEXURE VII" to this Report.

The Chief Executive Officer/Managing Director/Manager & Chief Financial Officer (Manager/CFO) certification as required under the SEBI Listing Regulations is attached as "ANNEXURE VI" to this Report.

23. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 as on March 31, 2016 is set out in "ANNEXURE IV" forming part of this Report.

24. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

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

25. INTERNAL CONTROL SYSTEMS

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

26. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

On 16th January, 2016, the Shareholders of the Company approved by way of Postal Ballot, adoption of new set of Articles of Association in the place of existing Articles of Association in line with the provisions of the Companies Act, 2013.

27. CHANGES IN THE COMPANY'S NAME

Pursuant to the approval of shareholders by the way of Special Resolution passed through the process of Postal Ballot the result of which was declared on 16th January, 2016, the name of the Company stands changed from Pearl Electronics Limited to Mystic Electronics Limited with effect from 16th March, 2016.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the requirement of the regulation 34(2)(e) of SEBI(LODR) Regulations, 2015, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report marked as "ANNEXURE II".

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism called "Whistle Blower Policy" with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that no Director/ employee have denied accessing the Chairman of the Audit Committee and that no complaints were received during the year. The details of the Policy have been posted on the Company's website (www. mystic-electronics.com)

30. PERFORMANCE EVALUATION OF THE BOARD

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

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

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, Role & accountability, objectivity, leadership and initiative skills, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, frequency and length of the meetings, the flow of information to the board members, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and at committee meetings on constructive issues etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The manner in which the evaluation has been carried out has been laid down by the Nomination & Remuneration Committee.

31. DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters provided in section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report.

32. LISTING

Suspension from Trading in Equity of the Company

The Company's shares are listed on BSE Limited. The scrip of the Company has been suspended from trading at the said Exchange w.e.f. August 27, 2015 by order passed by Managing Director & Chief Executive Officer of BSE limited for Surveillance & Supervision purpose.

Your Company further states that it is in the process to revoke the suspension of trading in equity of the Company by making detailed submission with the BSE Ltd- Surveillance & Supervision Department in consultation with our legal advisors and is hopeful that within a short period the suspension will be revoked.

Also, your Company has duly paid the Listing fees for the financial year 2016-17.

33. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. March 31, 2016 and the date of this Report.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

The Company has received order for "Suspension in trading of securities of the Company" from Managing Director & Chief Executive Officer of BSE Limited on August 24, 2015.

Except for the over said order there are no significant/ material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

35. GENERAL

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

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

ii) No change in nature of business.

36. ACKNOWLEDGEMENT

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

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

By and on behalf of the Board

For Mystic Electronics Limited

(Formerly known as Pearl Electronics Limited)

Sd/- Sd/-

Krishan Khadaria Manoj Bhatia

Director Director

DIN: 00219096 DIN: 01953191

Registered Office:

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

Dawood Baug Lane, Off J. P. Road,

Andheri (West), Mumbai - 400 058

Place: Mumbai Dated: August 13, 2016