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|
ATCOM TECHNOLOGIES LIMITED
The Members of
Atcom Technologies Limited
Directors have pleasure in presenting their 30th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements of theCompany for the financial year ended on March 31 2020.
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.
During the Financial Year 2019-20 Profit is due to reversal of Deferred TaxLiabilities which has been shown by the company for more than 15 years and has no realliability associated.
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
During the year under review the Company recorded consolidated total revenue of Rs.14.40 lakh as compared to Rs. 2381.03 lakh for the previous year and Profit before Taxstood at Rs. 617.02 lakh for the year under review as compared to Rs. 2234.61 lakh for theprevious year.
During the year under review the Company recorded total revenue of Rs. 14.40 lakh ascompared to Rs. 2354.19 lakh for the previous year and Profit before Tax stood at Rs.617.21 lakh for the year under review as compared to Rs. 2232.60 lakh for the previousyear.
Keeping in view need to conserve resources of the Company Directors are constrainednot to recommend any dividend for the year under review.
6. TRANSFER TO RESERVES
During the year under the review the Company has transferred of Rs. 617.21 lakh to theReserves and Surplus.
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 presented in aseparate section forming part of the Annual Report.
8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has one subsidiary company named Anewera Marketing Private Limited and 3(three) step down subsidiaries as on May 28 2019. A statement containing brief financialdetails of the subsidiaries is included in the Annual Report.
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 - I.
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 AnnualAccounts the applicable accounting standards have been followed along with properexplanation 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 2020 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 2019-20 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.
Mrs. Leena Doshi was appointed as an Additional Director of the Company with effectfrom April 8 2019. Subsequently Mrs. Leena Doshi was appointed as a Director with effectfrom September. 26 2019
Mr. Mukesh Kumar Chaudhary was appointed as a Company Secretary and Compliance Officerwith effect from June 03 2019.
Ms. Nida Khot was appointed as Company Secretary and Compliance Officer with effectfrom November 11 2019.
Ms. Seema Nishant Ravle was appointed as a Company Secretary and Compliance Officerwith effect from 01/02/2020
Mr. Kiran Mukadam who was appointed as a Company Secretary and Compliance Officer onMarch 12 2019 ceased from the post with effect from April 26 2019.
Mr. Mukesh Kumar Chaudhary ceased from the post of Company Secretary and ComplianceOfficer with effect from August 14 2019.
Ms. Nida Khot ceased from the post of Company Secretary and Compliance Officer witheffect from December 20 2019.
Independence' of Directors means as defined in Regulation 16(b) of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and Section 149(6) of the Companies Act 2013. Based on the confirmation /disclosures received from the Directors and on evaluation of the relationships disclosedthe following Non-Executive Directors are Independent:
a) Mr. Mahendra Jagmohan Sanghvi b) Mr. Ankur Kunwarsen Jain c) Ms. Shreya Mehta
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 five 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 theNon-Independent Directors including Chairman could not be carried out by the IndependentDirectors this year due to the impact of Covid-19. The Nomination and RemunerationCommittee has further carried out evaluation of all Directors including IndependentDirectors. The report of performance evaluation so arrived at was then noted and discussedby the Nomination and Remuneration Committee.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
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 2019 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 that 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 with interestof the company at large. Accordingly the disclosure of related party transaction asrequire 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 in case of the Company during the year to transfer anysums to the Investor Education and Protection Fund.
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 2020.
The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors whowere appointed in the last Annual General Meeting held on September 26 2019.
The Statutory Auditors of the Company have submitted Auditors' Report which havecertain Qualifications on the Financial Statements for the year ended on March 31 2020.
Management's Explanation to the Auditor's Qualifications:
a) In respect of the qualification with regards to term loans and working capitalfacilities availed by the company from various banks and financial institutions wereclassified as Non-Performing Assets (NPAs) in earlier financial years. The Company has notmade any provision for interest on these loans over the years since no communication wasreceived from the lenders regarding the amount of interest provision as the same wasclassified as NPAs. Management's Explanation is as under:
The Company became NPA in 2003-04. The only communication received by the lenders inthis tenure has been accounted for in company's books. The lenders are not accounting forthis interest income in their books since 2004 and therefore the Company has notreflected the notional interest expense in its books. The Company has also filed alender's liability claim in DRT.
The Company has already resolved the claims of 5 bankers from the consortium and theresolution did not involve an interest amount. The company currently in the process ofresolving with the remaining bankers. The qualifications will hold true only until thesettlement is arrived it.
b) In respect of the qualification with regards to accumulated losses and its networthhas been substantially eroded. The Company is currently under liquidation in the HighCourt. Further the Company has also filed a Scheme of rearrangement & compromise withthe NCLT. These conditions state that a material uncertainty exists that may castsignificant doubt on the entity's ability to continue as a going concern. Management'sExplanation is as under:
The Company ran into financial troubles in 2003-04. Since loans agreed upon were notdisbursed by the consortium lenders within the requisite time the project failed. Thepromoters have undertaken resolution discussions with the remaining lenders. The Companyhas also undertaken the process of revoking its suspension with the exchanges in the lastyear and has filed its restructuring scheme with NCLT. The management in confident ofreviving the company after its restructuring exercise. The Company will continue to remaina going concern.
The Board appointed M/s Kushla Rawat & Associates (ACS No: 33413 COP No: 12566)Practicing Company Secretaries Mumbai to conduct Secretarial Audit for the Financial Year2019-20. The Secretarial Audit Report for the financial year ended March 31 2020 isannexed herewith marked as Annexure III to this Report. Secretarial AuditReport have certain Qualifications for the year ended on March 31 2020 is as under:
Management's Explanation to the Secretarial Auditor's Qualifications:
a) Company was ordered to be wound up by the High Court and was in the Liquidationw.e.f. April 16 2014 to December 10 2014.
The Company ran into financial troubles in 2003-04. Since loans agreed upon were notdisbursed by the consortium lenders within the requisite time the project failed. Thepromoters have undertaken resolution discussions with the remaining lenders. The Companyhas filed its restructuring scheme with NCLT. The management in confident of reviving thecompany after its restructuring exercise. The Company will continue to remain a goingconcern.
b) Company has complied with the SCN received from Bombay Stock Exchange Ltd (BSE) andNational Stock Exchange of India Limited for Compulsory Delisted under Chapter V of SEBI(Delisting of Equity Shares) Regulations 2009.
The Company is currently compliant with the SEBI (Listing Obligations and DisclosuresRequirement) Regulations 2015 on an absolute basis and regular in compliance during theyear 2019-20 and also has filed application for revocation of its suspension and iscurrently in process of revoking it.
c) Securities and Exchange Board of India (SEBI) Adjudicating Officer issued SCNAO/AK/4/2018 dated 27/04/2018 for not obtaining the SCORES registration within thepermitted time.
The company has paid the penalty amount of Rs. 400000/- Vide SAT order.
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. Kushla Rawat & Associates PracticingCompany Secretaries (ACS No: 33413 COP No: 12566) and Secretarial Auditor of the Companyfor 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 BSE Limited and NationalStock 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 2020 in the Board meeting duly held on July31 2020 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 2020stood 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
Eight 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.
The Audit Committee comprises of Mr. Mahendra Sanghvi Independent Director (Chairman)Mr. Ankur Jain Independent Director and Mr. Vikram Doshi Executive Director. During theyear all the recommendations made by the Audit Committee were accepted by the Board. InConformity with the requirements of Regulation 18 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 read with Section 177 of the Companies Act2013 as applicable the strength of the Board as also of the Audit Committee 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.
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 2019-20.
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 equityshares with differential rights as to dividend voting or otherwise. iii. Issue of shares(including sweat equity shares) to employees of the Company under any scheme. iv. TheCompany does not have any scheme of provision of money for the purchase of its own sharesby employees or by trustees for the benefit of employees. v. Neither the Managing Directornor the Whole Time Director of the Company receives any remuneration or commissions fromany of its subsidiaries. vi. No fraud has been reported by the Auditors to the AuditCommittee 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.
Statement containing the salient features of the Financial Statements of Subsidiaries /Associate Companies / Joint Ventures
[Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act2013 read with Rule 5 of the Companies (Accounts) Rules 2014 - AOC -1]
List of Subsidiaries
^ A 100% subsidiary of Anewera Marketing Private Limited w.e.f. March 29 2019(previously a 100% subsidiary of Atcom Technologies Limited) * A 100% subsidiary ofAnewera Marketing Private Limited w.e.f. March 29 2019
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE AND OUTGO
[Disclosure under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 (3)of Companies (Accounts) Rules 2014]
A. Conservation of Energy
i) Steps taken or impact on conservation of energy:
Use of natural light through bigger windows skylights etc.
Increase in power factor by using additional capacitors and automation in controlpanel. Monitoring and control of running time of compressors of air conditioners.Replacement of conventional copper chokes with energy-efficient electronic ballast.Replacement of older window air conditioners to star rated air conditioners for powersaving.
ii) Steps taken for utilization of alternate sources of energy:
The Company has commenced use of LED lights to reduce energy consumption. Further theCompany has installed high efficiency lighting fixtures and old high-power consumptionlight fittings have been replaced by low power consumption light fittings.
iii) Capital investment on energy conservation equipment:
No significant capital investment is made on energy consumption equipment which can bequantified.
B. Technology absorption
C. Foreign Exchange Earnings and Outgo
During the Financial Year the foreign exchange earned in terms of actual inflows wasNIL whereas the foreign exchange in terms of actual outflows was NIL.