Atcom Technologies Ltd.
|BSE: 527007||Sector: Engineering|
|NSE: ATCOM||ISIN Code: INE834A01014|
|BSE 05:30 | 01 Jan||Atcom Technologies Ltd|
|NSE 05:30 | 01 Jan||Atcom Technologies Ltd|
|BSE: 527007||Sector: Engineering|
|NSE: ATCOM||ISIN Code: INE834A01014|
|BSE 05:30 | 01 Jan||Atcom Technologies Ltd|
|NSE 05:30 | 01 Jan||Atcom Technologies Ltd|
The Members of
Atcom Technologies Limited
The Directors have pleasure in presenting their 31st Annual Report on the business andoperations of the Company along with the Audited Financial Statements of the Company forthe financial year ended on March 31 2021.
1. FINANCIAL HIGHLIGHTS
Note: The Company discloses financial results on a quarterly basis of which results aresubjected to limited review and publishes audited financial results on an annual basis.The Financial Statements as stated above are also available on the website of the Companyat www.atcomtech.co.in.
2. NATURE OF BUSINESS
The Company is engaged in the activities of Manufacturing and Trading in Weighingscales etc. There was no change in nature of the business of the Company during the yearunder review.
3. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report.
4. FINANCIAL PERFORMANCE Consolidated
During the year under review the Company recorded consolidated total revenue of Rs.33.04 lakh as compared to Rs. 14.40 lakh for the previous year and Loss before Tax stoodat Rs. 5.36 lakh for the year under review as compared to Rs. 33.17 lakh for the previousyear.
During the year under review the Company recorded total revenue of Rs. 32.95 lakh ascompared to Rs. 14.49 lakh for the previous year and loss before Tax stood at Rs. 5.22lakh for the year under review as compared to Rs. 32.96 lakh for the previous year.
Due to the loss incurred Directors have not recommended any dividend for the yearunder review.
6. TRANSFER TO GENERAL RESERVES
During the year under the review the Company has not transferred any amount to generalreserves.
7. MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") is presentedin a separate section forming part of the Annual Report.
8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a consolidated financial statement of the Company and its subsidiary isattached. The consolidated financial statements have been prepared in accordance with therelevant accounting standards as prescribed under Section 129 (3) of the Act. Thesefinancial statements disclose the assets liabilities income expenses and other detailsof the Company and its subsidiary.
Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed thereunder and pursuant to Clause 33 (3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company had preparedconsolidated financial statements of the company and its subsidiaries and a separatestatement containing the salient features of financial statement of subsidiaries jointventures and associates in Form AOC-1 forms part of the Directors' Report as Annexure -1.
9. DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act2013 to the best of their knowledge and ability state that:
a) In preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors have prepared the annual accounts for the year ended March 31 2021 ongoing concern basis;
e) The Directors have laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
10. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.
11. CORPORATE GOVERNANCE
The Company recognizes the importance of Good Corporate Governance which is the toolof building strong and everlasting beneficial relationship with customers suppliersbankers and more importantly with the investors. Corporate Governance is strongly drivenby our values such as quality commitment customer orientation and integrity.
Our Corporate Governance Report for the year 2020-21 forms an integral part of thisAnnual Report together with the Certificate from the auditors of the Company regardingcompliance with the requirements of Corporate Governance as stipulated in Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Board of Directors of the Company are of proven competence andintegrity. Besides having financial literacy experience leadership qualities and theability to think strategically the Directors have a significant degree of commitment tothe Company and devote adequate time for the meetings preparation and attendance.
Mr. Sumair Farukbhai Vidha was appointed as an additional director w.e.f. October 102020 and then regularised at the Annual General Meeting of members of the Company. Ms.Tanvi Doshi was appointed as an Additional Director of the Company with effect fromFebruary 12 2021. Mr. Mahendra Sanghavi resigned w.e.f. February 15 2021.
Mr. Narendra Kumar Joshi appointed as a Company Secretary and Compliance Officer witheffect from April 03 2021.
Ms. Seema Nishant Ravle resigned as a Company Secretary and Compliance Officer witheffect from 10/10/2020.
'Independence' of Directors means as defined in Regulation 16(b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and Section 149(6) of the Companies Act 2013. Based on the confirmation/disclosuresreceived from the
Directors and on evaluation of the relationships disclosed the following Non-ExecutiveDirectors are Independent:
a) Mr. Sumair Farukbhai Vidha
b) Mr. Ankur Kunwarsen Jain
c) Ms. Shreya Mehta
Mr Mahendra Sanghavi was an Independent Director of the Company and resigned w.e.f.February 15 2021.
Declaration by Independent Directors
The Company has received declarations from all the independent directors of the Companythat they meet the criteria of independence as provided under Section 149(6) of theCompanies Act 2013 and Regulation 16(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder.
Policy on Director's Appointment and Remuneration
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. The Board consists of six members three of whom are independent directors.The Company's policy on directors' appointment and remuneration and other matters providedin Section 178(3) of the Act has been disclosed in the corporate governance report.
The Company has devised a Board Evaluation Framework for performance evaluation ofIndependent Directors Board Non-Independent Directors and Chairman of the Company.Pursuant to this framework the Board has carried out the annual evaluation of its ownperformance as well as the evaluation of the working of its Committees and individualDirectors including Chairman of the Board. This exercise was carried out through astructured questionnaire prepared separately for Board Committee and individualDirectors.
The Board acknowledged certain key improvement areas emerging through this exercise andaction plans to address these are in progress. The performance evaluation of theNonIndependent Directors including Chairman was done by the Independent Directors. TheNomination and Remuneration Committee has further carried out evaluation of all Directorsincluding Independent Directors. The report of performance evaluation so arrived at wasthen noted and discussed by the Nomination and Remuneration Committee.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Information relating to Conservation of Energy Technology Absorption and ForeignEarning and Outgo as required under Section 134(3)(m) of the Companies Act 2013 readtogether with Rule 8(3) of the Companies (Accounts) Rules 2014 forms part of this Reportas Annexure II.
14. EXTRACTS OF ANNUAL RETURN
As required under Section 134(3)(a) and sub-section (3) of Section 92 of the CompaniesAct 2013 read with Rule 12 of Companies (Management and Administration) Rules 2014 theExtract of the Annual Return as at March 31 2021 is put up on the Company's website andcan be accessed at https://www.atcomtech.co.in/annual-report-policies.
15. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required pursuant to Section 197 of the Companies Act 2013 read withread with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended is not annexed hereto as none of the employees have drawnremuneration exceeding Rs.500000/- p.m. or Rs.6000000/- p.a.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
No related party transactions were entered during the financial year. 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. Accordingly the disclosure of related party transactionas require under Section 134(3)(h) of the Companies Act 2013 in form AOC-2 is notapplicable.
17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There has not been an occasion for transfer of any sums to the Investor Education andProtection Fund.
18. AUDITORS Statutory Auditors
M/s. Gada Chheda &Co. LLP (Firm Registration No. W100059) Chartered AccountantsMumbai are the Statutory Auditors of the Company for the year ended March 31 2021.
The Statutory Auditors of the Company have submitted Auditors' Report which havecertain Qualifications on the Financial Statements for the year ended on March 31 2021.
Management's Explanation to the Auditor's Qualifications:
a) In respect of the qualification with regards accumulated losses and its net-worthbeing substantially eroded.The Company is currently under liquidation in the High Court.Further the Company has also filed a scheme of rearrangement & compromise with theNCLT. These conditions state that a material uncertainty exists that may cast significantdoubt on the entity's ability to continue as a going concern.
b) All term loans & working capital facilities availed by the Holding Company fromvarious banks & financial institutions were classified as Non PerformingAssets(NPAs)in earlier financial years. The Holding Company has not made any provision forinterest on these loans over the years since no communication was received from thelenders regarding the amount of interest provision as the same were classified as NPAs.
Management's explanation: The Company ran into financial troubles in 2003-04. Sinceloans agreed upon were not disbursed by the consortium lenders within the requisite timethe project failed. The promoters have undertaken resolution discussions with theremaining lenders. The Company has also undertaken the process of revoking its suspensionwith the exchanges in the last year and has filed its restructuring scheme with NCLT. Themanagement in confident of reviving the company after its restructuring exercise. TheCompany will continue to remain a going concern.
The bank has not recorded any interest on these assets from 2003 nor has the companyreceived any intimation of the same. Therefore the same has not been booked.
The Board appointed M/s Sanil Dhayalkar & Co (ACS No: 31036 COP No: 16568)Practicing Company Secretaries Mumbai to conduct Secretarial Audit for the Financial Year2020-21. The Secretarial Audit Report for the financial year ended March 31 2021 isannexed herewith marked as Annexure III to this Report. Secretarial Audit Report havecertain Qualifications for the year ended on March 31 2021 is as under:
Management's Explanation to the Secretarial Auditor's Qualifications:
a) During the period under review the status of the Company under Bombay Stock ExchangeLtd (BSE) and National Stock Exchange of India Ltd (NSE) is "Suspended due to Penalreasons".
Managements Reply: The Company was suspended in 2006. It is now compliant with SEBI(LODR) Regulations 2015 and has applied for revocation of suspension which is in process.
b) Letters & Emails received from Bombay Stock Exchange Ltd (BSE) and NationalStock Exchange of India Ltd (NSE) for submitting additional documents.
Managements Reply: The Compliance officer of the company has replied to such Letters& Emails accordingly and no further observations are noted by BSE & NSE.
c) Letter received from National Stock Exchange (Ref NSE/LIST/ 18011) fornon-submission of disclosure in the Annual Report submitted for the year ended 31 - Mar -2020 - Detail offees paid to the statutory auditor and all entities in the networkfirm/network entity of which the statutory auditor is a part.
Managements Reply: The Company has provided clarification to the exchange that the saidinformation has been mentioned in the notes to accounts on page 76.
d) Letter received from National Stock Exchange (Ref NSE/LISTCOMP/22633) forClarification - Corporate Governance Report submitted under SEBI (LODR) Regulations 2015for the quarter ended June 30 2020 - As you are aware that as per regulation 17the board of directors of the top 1000 listed entities (with effect from April 1 2019)and the top 2000 listed entities (with effect from April 1 2020) shall comprise of notless than six directors
Managements Reply: The Company has provided clarification to the exchange that theCompany does not fall under the top 2000 listed entities and hence the compliance underRegulation 17 of having six Directors on the Board is not applicable to them. Still theCompany has adhered to the said Regulation 17 and now has six directors on the Board.
e) Clarification sought for financial results (quick results) submitted to the Exchangefor the quarter ended December 31 2020 - Segment details not submitted'
Managements Reply: The Company has provided clarification to the exchange that segmentreporting is not applicable to the Company since there is only one segment.
f) Maintenance of a Structured Digital Database as required under regulation 3(5) ofSEBI (PIT) Regulations 2015
Managements Reply: The Company has maintained the database internally in Excel formatwith adequate internal controls and checks such as time stamping and audit trails toensure non-tampering of the database.
Annual Secretarial Compliance Report
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 8 2019 read withRegulation 24(A) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 directed listed entities to conduct AnnualSecretarial compliance audit from a Practicing Company Secretary of all applicable SEBIRegulations and circulars/guidelines issued thereunder.
The said Secretarial Compliance report is in addition to the Secretarial Audit Reportby Practicing Company Secretaries is required to be submitted to Stock Exchanges within 60days of the end of the financial year.
The Company has engaged the services of M/s. Sanil Dhayalkar & CoPracticing Company Secretaries(ACS No: 31036 COP No: 16568) and Secretarial Auditor ofthe Company for providing this certification.
During the year there is no amount on account of principal or interest on publicdeposits was outstanding as on the date of the Balance Sheet. Hence there are noparticulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies(Accounts) Rules 2014.
20. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on the Bombay Stock ExchangeLimited and National Stock Exchange of India Limited.
21. SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Company has approved and authenticated its AuditedFinancial Results for the year ended March 31 2021 in the Board meeting duly held on June30 2021 which is well within the statutory time limits as prescribed in the CompaniesAct 2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
22. SIGNIFICANT & MATERIAL ORDERS
The Company has filed a Restructuring and Rehabilitation scheme in NCLT and is puttingin best efforts to bring the company back to an active state.
23. OTHER DISCLOSURES
The Paid-up Equity Share Capital and Preference share capital as at March 31 2021stood at Rs.1534.00 lakhs and Rs.1511.27 lakhs respectively. During the year under reviewthe Company has not issued any further Share Capital.
Meetings of the Board of Directors
Six meetings of Board of Directors were held during the year. Particulars of meetingsheld and attended by each Director are detailed in the Corporate Governance Report whichforms part of this Report.
Till February 15 2021 the Audit Committee comprises of Mr. Mahendra SanghviIndependent Director (Chairman) Mr. Ankur Jain Independent Director and Mr. VikramDoshi Executive Director.
After February 15 2021 Mr. Ankur Jain was appointed as Chairman of Audit Committee andAudit committee comprised as Mr. Ankur Jain Independent Director (Chairman) Mr. SumairVidha (Independent Director) and Mr. Vikram Doshi Executive Director.
During the year all the recommendations made by the Audit Committee were accepted bythe Board. In Conformity with the requirements of Regulation 18 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with Section 177 of theCompanies Act 2013 as applicable the strength of the Board as also of the AuditCommittee is adequate.
Corporate Social Responsibility (CSR)
Provisions of the Section 135 of the Companies Act 2013 and the Rules framedthereunder are not applicable to the Company. Hence CSR report is not required to beannexed.
Particulars of Loan given Investments made Guarantee given and Security Provided
Particulars of loan given investments made guarantees given and securities providedcovered under the provisions of Section 186 of the Companies Act 2013 are provided in thenotes to the Financial Statements where applicable.
Internal Financial Controls
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Statutory Auditors andthe reviews performed by Management and the relevant Board Committees including the AuditCommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during the financial year 2020-21.
Internal Control Systems
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily.
Risk Management Policy
The Board of Directors of the Company has put in place a Risk Management Policy whichaims at enhancing shareholders' value and providing an optimum risk-reward trade off. Therisk management approach is based on a clear understanding of the variety of risks thatthe organisation faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism & Whistle blower policy under which the employeesare free to report violations of applicable laws and regulations and the Code of Conduct.The reportable matters may be reported to the Vigilance & Ethics Officer whichoperates under the supervision of the Audit Committee as protected disclosures through ane-mail or dedicated telephone line or a written letter. Employees may also reportdirectly to the Chairman of the Audit Committee. The said Policy is available on thewebsite of the Company athttps://www.atcomtech.co.in/single-post/2014/04/01/WHISTLE-BLOWER-POLICY-AND-VIGILANCE-MECHANISM.
Policy on Related Party Transactions
The Board of the Company has adopted the Policy and procedure with regard to RelatedParty Transactions. The policy envisages the procedure governing the materiality ofRelated Party Transactions and dealing with Related Party transactions required to befollowed by Company to ensure compliance with the Law and Regulation. The said Policy isavailable on the website of the Company athttps://www.atcomtech.co.in/single-post/2014/04/01/RELATED-PARTY- TRANSACTION-POLICY.
Prevention of Sexual Harassment of Women at Workplace
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules made thereunder.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession 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.
Directors of the Company states that no disclosure or reporting is required in respectof the following items as there were no transactions on these items during the year underreview:
i. Details relating to deposits covered under Chapter V of the Act.
ii. Issue of equity shares with differential rights as to dividend voting orotherwise.
iii. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
iv. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.
v. Neither the Managing Director nor the Whole Time Director of the Company receivesany remuneration or commissions from any of its subsidiaries.
vi. No fraud has been reported by the Auditors to the Audit Committee or the Board.
Your directors wish to place on record and acknowledge their appreciation for thecontinued support and co-operation received from Government Authorities lendinginstitutions and esteemed shareholders of the company. Directors also record theirappreciation for the total dedication of the employees.