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Circuit Systems (India) Ltd.

BSE: 532913 Sector: Engineering
NSE: N.A. ISIN Code: INE720H01010
BSE LIVE 15:29 | 28 Mar Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 13.92
PREVIOUS CLOSE 14.81
VOLUME 1400
52-Week high 14.00
52-Week low 0.00
P/E 12.19
Mkt Cap.(Rs cr) 19
Buy Price 13.90
Buy Qty 4400.00
Sell Price 15.00
Sell Qty 100.00
OPEN 13.92
CLOSE 14.81
VOLUME 1400
52-Week high 14.00
52-Week low 0.00
P/E 12.19
Mkt Cap.(Rs cr) 19
Buy Price 13.90
Buy Qty 4400.00
Sell Price 15.00
Sell Qty 100.00

Circuit Systems (India) Ltd. (CIRCUITSYSTEMS) - Director Report

Company director report

Dear Members

Your Directors present the 21ST ANNUAL REPORT together with the AuditedFinancial Statements for the Financial Year 201516 ended 31st March 2016.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 2015-16 2014-15
Income from Operation (Net of Excise) 2139.61 2424.95
Other Income 123.37 36.33
Profit before Finance Cost Depreciation and Tax 429.72 317.26
Less: Finance Cost 126.04 105.90
Profit before Depreciation 303.68 211.36
Less: Depreciation 139.46 103.40
Profit before Exceptional Items 164.22 107.96
Less: Exceptional Items - 677.24
Profit/ (Loss) before Tax 164.22 (569.28)
Less: Provision for Tax - (7.55)
Profit/ (Loss) after Tax 164.22 (561.73)

There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2016 and date of this report.

2. DIVIDEND:

In view of accumulated losses the Directors are unable to recommend any dividend onthe Equity Shares for the year under review.

3. BUSINESS SCENARIO:

The Company has focused on margins since last 3 years instead of volumes. This policyhas started showing benefits in terms of improved margins and profitability in spite offall in turnover. The Company considers continuing the same policy in future and yourdirectors expects that the same will result into improved profitability in future. Duringthe year the company has earned operating profit of Rs. 1.64 crore.

4. DELISTING OF EQUITY SHARES OF THE COMPANY FROM BSE LIMITED:

As informed to the Shareholders through Offer Letter for Delisting of Equity Sharesthe management has decided to go for voluntary delisting the Company’s Equity sharesfrom the BSE Limited (BSE) in accordance with the SEBI (Delisting of Equity Shares)Regulations 2009 and SEBI (Delisting of equity shares) (Amendments) Regulations 2015.Theobjective of the delisting of shares of the Company was to increase ownership of Mr.Paresh N. Vasani Promoter of the Company which would help the Promoter to exerciseincreased operational flexibility to support the Company’s business and to provide anexit opportunity to the public shareholders of the Company given the low liquidity in theEquity Shares of the Company.

The proposal to delist the Equity Shares of the Company from the Stock Exchange wasapproved by the Shareholders through Postal Ballot in November 2015. Thereafter theReverse Book Building (RBB) process for discovery of the exit price and acquiring therequired number of shares i.e. 1292160 had been carried out in accordance with the SEBI(Delisting of Equity Shares) Regulations 2009 and SEBI (Delisting of equity shares)(Amendments) Regulations 2015. The discovered price arrived by RBB was Rs.14/- per equityshare which Mr. Paresh N. Vasani Promoter decided to accept and the shares offered withinthe discovered price under RBB were accepted by Mr. Paresh N. Vasani Promoter. Theprocedural formalities in respect of delisting had been completed during March 2016 andthe trading in the equity shares of the Company at BSE Limited had been discontinued w.e.f29th March 2016 and Equity Shares of the Company has been delisted from BSELimited with effect from 5th April 2016.

The remaining public shareholders of the Company who did not or were not able toparticipate in the RBB process or who unsuccessfully tendered their Equity Shares in theRBB process are be able to offer their Equity Shares to the Acquirer viz. Mr. Paresh N.Vasani Promoter at the Exit Price of Rs. 14/- for a period of twelve (12) months from 5thApril 2016 2016 to 4th April 2017.

5. DIRECTORS:

5.1 Ms. Jasmine P. Vasani was appointed as Non Executive- Non Independent Director ofthe Company w.e.f. 6th April 2016. Mr. Suresh M. Poojara was appointed asIndependent Director of the Company w.e.f. 24th May 2016.

5.2 Two of your Directors viz. Ms. Madhu Kejriwal and Mr. Chetankumar Panchal resignedfrom the office of the Director w.e.f. 6th April 2016.

5.3 Mr. Jayesh H. Shah and Mr. Suresh M. Poojara being Independent Directors arebeing appointed for a term of 5 years as per provisions of the Companies Act 2013.

5.4 Mr. Paresh N. Vasani retires by rotation at this Annual General Meeting beingeligible offers himself for reappointment 5.5 The Board of Directors duly met 9 timesduring the financial year under review.

5.6 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.

5.7 DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:

(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March2016 being end of the financial year 2015-16 and of the Profit of the Company for theyear;

(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

6. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company’s policies safeguardingof assets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.

7. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

Sr. No. Name of the Director & Designation Remuneration for the financial year 2015-16 Commission received from Holding/ Subsidiary
1. Paresh VasaniManaging Director Rs. 3166667/- N.A.

The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully.

All the Board Members and Senior Management personnel have affirmed time to timeimplementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company’s website-www.mycsil.com.

8. NET WORTH OF THE COMPANY:

The Net worth as on 31st March 2016 is Rs. 2156.09 Lacs compared to Rs. 1991.87 Lacsas on 31st March 2015.

9. PERSONNEL AND H. R. D.:

9.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Companycontinued to give ever increasing importance to training at all levels and other aspectsof H. R. D.

9.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.

10. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to theDirectors’ Report.

All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm’s length basis. During theyear the Company had not entered into any transactions with related parties which couldbe considered as material in accordance with the policy of the Company on materiality ofrelated party transactions.

11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption forms part of this report and is given by way of Annexure- A.

12. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form – MGT-9 has been attached herewith asAnnexure- B.

13. AUDIT COMMITTEE:

13.1 The Board of Directors have constituted Audit Committee consisting of thefollowing:

1. Mr. Jayesh Shah Chairman
2. Mr. Suresh Poojara Member
3. Mr. Paresh Vasani Member

13.2 VIGIL MECHANISM:

The Board of Directors has laid down a policy on Vigil Mechanism for effective andsmooth functioning of Company. All the Board Members and Senior Management personnel haveaffirmed compliance with the policy of Vigil Mechanism.

14. NOMINATION AND REMUNERATION COMMITTEE:

The Company has also set up a Remuneration Committee of Directors consisting of:

1. Mr. Jayesh Shah Chairman
2. Mr. Suresh Poojara Member
3. Mr. Jasmine P Vasani Member

The Committee identifies and ascertain the integrity qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland recommend to the Board his / her appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

The Committee fixes remuneration of the Directors on the basis of their performance andalso practice in the industry. The terms of reference of the Nomination & RemunerationCommittee include review and recommendation to the Board of Directors of the remunerationpaid to the Directors. The Committee meets as and when required to consider remunerationof Directors.

15. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Board has constitutes a Stakeholders’ Relationship Committee for the purposeof effective Redressal of the complaints and concerns of the shareholders and otherstakeholders of the Company.

The Committee comprises the following Directors as members as on the date of theReport:

1. Mr. Jayesh Shah Chairman
2. Mr. Paresh Vasani Member

The Company has not received any complaints during the year. There was no valid requestfor transfer of shares pending as on date.

Ms. Amrita B. Chandwani Company Secretary is the Compliance Officer for the abovepurpose.

16. GENERAL:

16.1 AUDITORS:

STATUTORY AUDITORS:

The present Auditors of the Company M/s. Baheti Bhadada & Associates CharteredAccountants Ahmedabad will retire at the ensuing Annual General Meeting. The Company hasreceived letter from them showing their unwillingness to continue as Auditors of theCompany from the financial year 2016-17.

The Company has obtained from M/s. Rajendra D. Shah & Co. Chartered AccountantsAhmedabad a written Certificate to the effect that their appointment as Auditors of theCompany for period of 5 years commencing from the Financial Year 2016-17 to 2020-21 ifmade will be in accordance with the provisions of Section 139 and 141 of the CompaniesAct 2013. The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.

16.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.

16.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.

16.4 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company has only one subsidiary i.e. PCB Power (India) Limited. The SubsidiaryCompany has not started full fledge commercial operations yet. Your directors expect tostart commercial operations from current financial year.

The information pursuant to first proviso to Section 129(3) and rule 5 of Companies(Accounts) Rules 2014 relating to the financial statement of subsidiaries/ associatecompanies/ joint ventures forms part of this report and is given by way of Annexure-C.

Financial accounts of our subsidiary for the financial year 2015-16 are available forinspection by any Member at the Registered Office of your Company during normal businesshours on working days up to the date of the Annual General Meeting of the Company a copyof which can also be sought by any Member on making a written request to the SecretarialDepartment of your Company in this regard.

The Company has prepared Consolidated Financial Statements of the Company and itssubsidiary and is included in the Annual Report. The Financial Statements of theSubsidiary Company are not being attached with the Annual Report of the Company but areuploaded on website of the Company.

Apart from this the Company has no other Subsidiaries/ Associates/ Jvs.

16.5 RISKS MANAGEMENT POLICY:

The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work and monitored regularly with reference tostatutory regulations and guidelines defined by the Company.

16.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.

16.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.

16.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safeoperations. The Company’s policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

16.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company did not receive anycomplaint.

16.10 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

17. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.

18. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of thedepositories viz NSDL and CDSL. The ISIN No. allotted is INE720H01010.

19. FINANCE:

The Company is enjoying financial assistance from HDFC Bank Limited. The Company isregular in payment of interest and principal.

20. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and cooperation. Your Directors also place onrecord their grateful appreciation and cooperation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.

For and on behalf of the Board
Place : Ahmedabad Paresh Vasani Jayesh Shah
Date : 1st August 2016 Managing Director Director

ANNEXURE - A

FORM – A

Disclosure of particulars with respect to Conservation of Energy

(A) Conservation of energy-

Steps taken or impact on conservation of energy Your Company uses electric energy for its machineries installed at the work premises and office equipments at office premises. All possible measures have been taken to conserve energy by using latest technology which is most efficient and conservative in absorbing the energy.
Steps taken by the Company for utilising alternate sources of energy -
Capital investment on energy conservation equipments N.A.

(B) TECHNOLOGY ABSORPTION:

Efforts made in Research and Development and Technology Absorption as per Form Bprescribed in the Rules is as under:

1. Research & Development (R & D)

(a) Specific areas in which R&D carried out by the Company. : Not Applicable
(b) Benefits derived as a result of the above R&D : -
(c) Future plan of action : -
(d) Expenditure on R&D : -

2. Technology absorption adoption and innovation: The Company does not envisage anytechnology absorption.

(C) FOREIGN EXCHANGE EARNINGS & OUTGO:

2015-16(Rs.) 2014-15(Rs.)
Total Foreign exchange earnings 6597470 10045036
Total Foreign Exchange used 74702171 38608502

 

For and on behalf of the Board
Place : Ahmedabad Paresh Vasani Jayesh Shah
Date : 1st August 2016 Managing Director Director

ANNEXURE C FORM AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act2013 read with Rule 5 of Companies (Accounts) Rules 2014)

PART "A": SUBSIDIARIES

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to SubsidiaryCompanies.

Sr. No. Particulars Details
1. Name of the subsidiary PCB Power (India) Limited
2. Reporting period for the subsidiary concerned if different from the holding company’s reporting period 1st April 2015 to 31st March 2016
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Not Applicable
4. Share capital Rs. 860200/-
5. Reserves & surplus Rs. 11596569/-
6. Total assets Rs. 13557018/-
7. Total Liabilities Rs. 1100251/-
8. Investments Nil
9. Turnover Rs. 1333832/-
10. Loss before taxation Rs.650785/-
11. Provision for taxation Nil
12. Loss after taxation Rs.615697/-
13. Proposed Dividend Nil
14. % of shareholding 100%

PART "B": ASSOCIATES AND JOINT VENTURES

The Company does not have any Associate companies/ JVs.

For and on behalf of the Board
Place : Ahmedabad Paresh Vasani Jayesh Shah
Date : 1st August 2016 Managing Director Director