Your Directors present the 31st Annual Report on the operations of yourCompany together with Annual Audited Accounts for the year ended 31st March2016.
The Companys performance during the year ended as compared to the previous yearis summarized below:
(Rs. in Lacs)
| ||Current Year ||Previous Year |
|Sales ||1491.05 ||1605.09 |
|Profit/(Loss) before Financial Charges & Depreciation ||53.06 ||26.73 |
|Less : Financial Charges ||17.91 ||17.57 |
|Less : Depreciation ||28.37 ||50.25 |
|Profit/(Loss) Before tax ||6.78 ||(41.09) |
|Provision for Tax || || |
|Profit/(Loss) after tax ||6.78 ||(41.09) |
|Add : Brought forward Profit/(Loss) ||(2198.89) ||(2157.80) |
|Balance Carried to Balance Sheet ||(2192.11) ||(2198.89) |
During the year under review the total sales of your Company were Rs.1491.05 lacs asagainst Rs.1605.09 lacs for the previous year. The Profit before financial charges anddepreciation amounted to Rs.53.06 lacs as compared to Rs.26.73 lacs in the previous year.The net profit for the year was Rs.6.78 lacs as compared to net loss Rs 41.09 lacs duringprevious year.
The Company is focusing on LED Products and has also started doing substantial job-workactivities. The prices of LED products fell down substantially during the year underreview leading to lower revenues however the Company has been able to generate netprofits after 16 years on account of operational efficiencies and focusing on productswith better margins.
CURRENT YEARS PERFORMANCE
In the 1st quarter ended 30 June 2016 the Company has recorded turnover ofRs. 301.45 Lacs as compared to Rs. 264.38 lacs for the corresponding period last year. Thecompetition has been increasing and the Company is trying to adjust to the changedsituation and is hopeful of improving performance in coming quarters.
There are no material changes after the balance sheet date and no significant orderspassed by any regulators / courts which may materially affect the financial position ofthe Company.
The Directors regret their inability to propose any dividend for the year ended 31stMarch 2016.
During the year no amounts have 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 Companies Act2013 read with relevant rules is enclosed as perAnnexure-I.
During the year under review there were no changes in the Share Capital of theCompany.
The Company had allotted 218804 Unsecured 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. Accordingly approvalof the shareholders of the Company is being taken in the ensuing Annual General Meetingfor such conversion.
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. S.K. Bhattacharya who was appointed as the Independent Director of the company onSeptember 30 2014 has resigned from the Board on September 30 2015. The Board ofDirectors records its appreciation for the services rendered by Mr. S.K. Bhattacharyaduring his tenure.
Mr. Shiv Nath Chopra (DIN:07399510) the representative of Honble Board forIndustrial & Financial Reconstruction (BIFR) was appointed as Nominee Director onFebruary 13 2016. A proposal for seeking shareholders approval in respect of hisappointment shall be considered at the ensuing Annual General Meeting. In this regard theCompany has received necessary notice under Section 160 of the Companies Act 2013 from amember proposing the candidature of Mr. Shiv Nath Chopra for appointment as Director ofthe Company.
In accordance with the provisions of the Companies Act 2013 Mr. Ajay Kumar Singhal(DIN:0011289) retires by rotation and being eligible offers himself for re-appointment.
The information on the particulars of Directors being appointed / reappointed in termsof Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations2015 has been provided in the notes to the notice convening the Annual General Meeting
INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.
The details of number and dates of meetings held by the Board and its Committeesattendance of Directors and sitting fee/ commission/ remuneration paid to them is givenseparately in the attached Corporate Governance Report.
EVALUATION OF THE BOARDS PERFORMANCE
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Remuneration Policy has been placed on the website of the Companywww.calcomindia.com.
During the year five 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 accounting standards havebeen followed. ii) The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review. iii)The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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) The directorshad laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively. vi) The directorshad devised proper system to ensure compliance with the provisions of all applicable lawsand 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 2015-16 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 underthe aspect of Clause49 of the SEBIs listing agreement. The purpose and objective ofthis Policy is to cover serious concerns that would have a larger impact on image andvalues of the 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.
M/s. Shanti Prashad & Co. Chartered Accountants (Firm Registration No 019923N)Statutory Auditors of the Company were appointed in the 30th Annual GeneralMeeting to hold office until the conclusion of 32nd Annual General Meeting. Itis proposed to seek ratification of the appointment of Statutory Auditors at the ensuingannual General Meeting.
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 Mr. Deepak Company Secretary in practice (M. No. 42094) 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 onAccounts Note 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 2015-16 which is self-explanatory.
There are no Qualification remark in Secretarial Audit Report except in respect ofappointment of Company Secretary. The Company is looking for suitable candidate forposition 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 enclosed as Annexure- V.
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 VI.
A separate section on Corporate Governance forming part of the Directors Reportand the certificate from the auditors of the Company confirming the compliance of Pursuantto Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation2015) as per listing agreement is included in the annual report as Annexure-VII.
A Certificate has been given by the Chairman & Managing Director and ChiefFinancial Officer 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.
| ||By order of the Board |
| ||for CALCOM VISION LIMITED |
|Place : New Delhi ||S.K. MALIK |
|Date : August 13 2016 ||CHAIRMAN & MANAGING DIRECTOR |
| ||(DIN 00085715) |