Your Directors present the 30th Annual Report on the operations of yourCompany together with Annual Audited Accounts for the year ended 31st March2015.
The Companys performance during the year ended as compared to the previous yearis summarized below:
(Rs. in Lacs)
| ||Current Year ||Previous Year |
|Sales ||1605.09 ||1680.75 |
|Profit/(Loss) before Financial Charges & Depreciation ||26.73 ||62.99 |
|Less : Financial Charges ||17.57 ||4.96 |
|Less : Depreciation ||50.25 ||64.11 |
|Profit/(Loss) Before tax ||(41.09) ||(30.80) |
|Provision for Tax || || |
|Profit/(Loss) after tax ||(41.09) ||(6.08) |
|Add : Brought forward Profit/(Loss) ||(2157.80) ||(2151.72) |
|Balance Carried to Balance Sheet ||(2198.89) ||(2157.80) |
During the year under review the total sales of your Company were Rs.1605.09 lacs asagainst Rs.1680.75 lacs for the previous year. The Profit before financial charges anddepreciation amounted to Rs.26.73 lacs as compared to Rs.62.99 lacs in the previous year.The net loss for the year was Rs.41.09 lacs as compared to Rs 6.08 lacs during previousyear.
CURRENT YEARS PERFORMANCE
The Company is focusing on LED Products. In the 1st quarter ended June 2015the Company has recorded sales of Rs. 264.38 lacs as compared to Rs. 465.17 lacs for thecorresponding period last year. The main reason for fall in sales is substantial increasein excise duty on LED products as per budget 2015. The excise duty is levied on MRPinstead of transaction value. The excise duty has effectively doubled. This has resultedin steep increase in prices and hence loss of sale.
The traditional lighting products which used to constitute almost over 50% of sale arealso under tremendous pressure from cheap LED Products from China resulting in poor sale.The Company is trying to adjust to the changed situation and is hopeful of improvingperformance in coming quarters.
The Directors regret their inability to propose any dividend in view of the loss forthe year under review.
During the year no amounts has been transferred to Reserves.
RESEARCH & DEVELOPMENT
The Research and Development Department of your Company has been providing usefulsupport towards developing of new products and improving quality of existing products. Wehave successfully developed many products in Lighting Electronics Industry which have beenapproved by International Certification Laboratory of Osram the major customer of theCompany.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Information relating to conservation of Energy Technology Absorption etc. in terms ofSection 134(3) (m) of the CompaniesAct2013 read with relevant rules is enclosed as perAnnexure-I.
During the year under review no changes has been done in the Share Capital of theCompany. The Company allotted 218804Unsecured Zero Coupon Convertible Bonds("Bonds") of face value of Rs. 1000/- each to promoters / strategic investoragainst loans taken over by them from secured creditors / their assignees. The said bondsare convertible into equity shares of the Company after lock-in period in terms of theRehabilitation Scheme sanctioned by Honble BIFR in July 2014.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate internal control systems and procedures designed toeffectively control the operations. The internal control systems are designed to ensurethat the financial and other records are correct and reliable for the preparation offinancial statements and for maintaining assets. The Company has well designed StandardOperating Procedures.
Independent Internal Auditors conduct audit covering a wide range of operationalmatters and ensure compliance with specified standards. Planned periodic reviews arecarried out by Internal Audit. The findings of Internal Audit are reviewed by the topmanagement and by the Audit Committee of the Board of Directors.
The Audit Committee also meets the companys Statutory Auditors regularly toascertain their views on the financial statements including the Financial ReportingSystems Compliance to Accounting Policies and Procedures the adequacy and effectivenessof the Internal Controls and Systems followed by the company.
In accordance with the provisions of the Companies Act 2013Mr. Aijaz GhaffarDirector of the Company retires by rotation and has not offered himself forre-appointment.
Dr. Om Prakash Sood was appointed as Additional Director (Independent) on February132015 who shall hold office upto the ensuing Annual General Meeting.
The Companies Act 2013 requires that a women Director should be member of the Board ofDirectors. Ms. Yuvika Bader was appointed as an Additional Director (Non-Executive) of theCompany on March 19 2015 and she holds office up to the ensuing Annual General Meeting.
Approval for appointment of Dr. Om Prakash Sood (Independent Director) for a period offive (5) years) is being sought in the Annual General Meeting.
Approval for appointment of Ms. Yuvika Bader as Director on the Board is also beingsought in the AGM. She will be liable to retire by rotation as per Companies Act 2013.
The information on the particulars of Directors eligible for appointment in terms ofClause 49 of the Listing Agreement has been provided in the notes to the notice conveningthe Annual General Meeting.
The requisite resolutions pertaining to the Appointment/Re-appointment appears at therespective items of the notice along with the Explanatory Statement and are recommended tothe shareholders for approval.
All independent directors have given declarations that they meet the criteria ofindependence as laid down under Section149(6) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.
KEY MANAGERIAL PERSONNEL
Mr. Nitin Gupta has been appointed as Chief Financial Officer of the Company effectivefrom August 13 2015.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit CommitteeNomination& Remuneration Committee and Stakeholders Relationship Committee. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
The Board has on the recommendation of the Nomination& Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy has been placed on the website of the Companywww.calcomindia.com.
During the year four Board Meetings and four Audit Committee Meetings were convenedand held. The details of the said meetings are given in the Corporate Governance Report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that: i) In the preparation of the annual accounts the applicable accountingstandards have been followed. ii) The directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit or loss of the Company for the year underreview. iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.iv) The directors have prepared the annual accounts on a going concern basis. v) Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively. vi) Thedirectors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Act for the financial year 2014-15 in the prescribed format AOC-2 isenclosed with the report as Annexure- II.
The Company does not have any subsidiary or associate company.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "Code ofBusiness Ethics" which forms an Appendix to the Code. The Code has been posted on theCompanys website www.calcomindia.com.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of the Companies Act 2013 the Company has establishedVigil Mechanism for directors employees suppliers contractors and other stakeholdersetc of the Company. The same is also intended to cover the Whistle Blower Policy under theaspect of Clause49 of the SEBIs listing agreement. The purpose and objective of thisPolicy is to cover serious concerns that would have a larger impact on image and values ofthe company due to incorrect financial reporting or serious improper conduct.
The Audit Committee of the Directors of the Company looks into the complaints raised.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading insecurities by the Directors and designated employees of the Company.The Code requires pre-clearance for dealing in the Companys shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
The retiring Auditors of the Company M/s. Shanti Prashad& Co. CharteredAccountants (Firm Registration No 019923N) retire at the conclusion of the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment. The Company hasreceived a certificate from them that their re-appointment if made would be within theprescribed limits under Section 139 read with Section 141 of the Companies Act 2013.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms Alka Juneja Company Secretary in practice (M.No. 35859) to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure-III"
The Auditors in their report have invited attention on Emphasis of Matter Notes onAccountsNote No. 16 on non-provisioning for receivables outstanding for more than 6months. The notes are self-explanatory. However directors would like to inform you thatthe Management is trying its best to recover the receivables in full; hence no provisionhas been made.
SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report for the financial year 2014-15 which is self-explanatory.
There are no Qualification remark in Secretarial Audit Report except in respect ofappointment of Key Managerial Personnel viz. Chief Financial Officer and CompanySecretary. The Company has since appointed a Chief Financial Officer and are looking forsuitable candidate for position of Company Secretary.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure- IV".
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 employeesof the Company is not required to be given as there are no employees drawing remunerationmore than the limits prescribed under said rules.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
MANAGEMENT DISCUSSION AND ANALYSIS
A report in the form of Management Discussion and Analysis pursuant to clause 49 of thelisting agreement as a part of this report is annexed hereto as Annexure-V.
A separate section on Corporate Governance forming part of the Directors Reportand the certificate from the auditors of the Company confirming the compliance of Clause49 of listing agreement is included in the annual report as Annexure-VI.
A Certificate has been given by the Chairman & Managing Director and Manager(Finance & Accounts) to the Board as per requirement of Clause 49 (V) of the ListingAgreement is attached to the report.
RISK MANAGEMENT POLICY
The Company is in process of adopting a comprehensive risk management policy coveringprocesses for identification and mitigation of all potential risks in line with group riskframework and adjusted to suit the business requirements of the Company.
POLICY AGAINST SEXUAL HARASSMENT
The Company has framed a policy against sexual harassment of employees and has alsoconstituted an Internal Complaints Committee to handle such cases. No such cases werereported during the year.
Your Directors are grateful to the various Government Authorities FinancialInstitutions and Banks Business Constituents and Shareholders for their continuedco-operation and support to the Company.
Your Directors also express their deep appreciation of the devoted and unstintedservices tendered by workers staff and executive at all levels.
| ||For and on behalf of the |
| ||Board of Directors |
| ||S.K. MALIK |
|Place: New Delhi ||Chairman & Managing Director |
|Date: August 13 2015 ||DIN: 00085715 |