Your Directors are pleased to present the 34th Annual Report on theoperations of your Company together along with Annual Audited Accounts for the financialyear ended 31st March 2019.
The highlights of the standalone financial results of your Company along with previousyear's figures are as under:
(Rs. in Lacs)
|Particulars ||Year ended March 312019 ||Year ended March 312018 |
|Income || || |
|Revenue from Operations ||5232.28 ||2564.10 |
|Profit Before Finance Charges Depreciation Tax and Exceptional Items ||480.00 ||232.89 |
|Financial Charges ||116.67 ||91.86 |
|Depreciation ||61.85 ||45.93 |
|Profit/(Loss) Before exceptional items & tax ||301.48 ||95.10 |
|Exceptional Items || ||172.04 |
|Profit/(Loss) after Tax ||301.48 ||267.14 |
|Tax Expense || || |
|Profit/(Loss) after tax ||301.48 ||267.14 |
The Financial Statements have been prepared in accordance with the Indian AccountingStandards (IND AS) notified under the Companies (Indian Accounting Standards) Rules 2015(as amended from time to time).
During the year under review the Total Sales of your Company were Rs. 5232.28 Lacs asagainst Rs. 2564.10 Lacs for the previous year. The Profit before financial charges anddepreciation amounted to Rs. 480.00 Lacs as compared to Rs. 232.89 Lacs in the previousyear. The Net Profit for the year was Rs. 301.48 Lacs as compared to Net Profit Rs. 267.14Lacs during previous year.
Material Changes affecting Financial Position
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. March31 2019 and the date of this Directors' report i.e. July 27 2019
As per proviso to Section 123 of the Companies Act read with Companies (Declaration andPayment of Dividend) Rules 2014 no company shall declare dividend unless carried overprevious losses and depreciation not provided in previous year or years are set offagainst profits of the company for the current year. Therefore the Board of Directorshave not recommended any dividend for the year ended 31st March 2019.
Transfer to Reserves
The Company has not transferred any amount to reserves during the year under review.
The Authorized Share Capital of the Company as on March 31 2019 was Rs. 110000000/-(Rupees Eleven Crores only) comprising of 11000000 equity shares of Rs. 10/- each.
During the year under review the Company has converted 72934 Nos of Zero Coupon Bondsinto 2431155 Equity Shares of Rs.10 each at a premium of Rs.20 each on April 2 2018 andthe Paid-up Share Capital of the Company has increased from Rs.81123120/- toRs.105434670/-
The Paid-up Capital of the Company as on March 31 2019 was Rs. 105434670/- (RupeesTen crores fifty four lakhs thirty four thousand six hundred seventy only) Comprising of10543467 equity shares of Rs. 10/- each.
Employee Stock Option Plan
Your Company has an employee stock option plan viz. 'Calcom Vision Employees StockOption Plan- 2018' in place. The Plan provides for grant of stock options aggregating notmore than 5% of number of issued equity shares of the Company to eligible employees of theCompany. The Plan is administered by the Compensation Committee constituted by the Boardof Directors of the Company.
Details of options granted up to March 31 2019 and other disclosures as required underSEBI (Share Based Employee Benefits) Regulations 2014 are enclosed to this report asAnnexure - XII.
The statutory auditors of your Company M/s Suresh Chandra & Associates CharteredAccountants FRN 001359N have certified that the Employee Stock Option Plan of the Companyhas been implemented in accordance with the applicable SEBI Regulations and the resolutionpassed by the Members in this regard. A certificate to this effect shall also be placedbefore the members at the ensuing Annual General Meeting.
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.
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 Act 2013 read with relevant rules is enclosed as perAnnexure-I.
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.
Details in respect of adequacy of Internal Financial Controls with reference to theFinancial statements
Your Company has adequate Internal Control Systems both financial and otherwisecommensurate with the size and nature of its business. Corporate Policies ManagementInformation and well defined reporting systems form part of overall control mechanism.
There were no instances of known material financial fraud that involve the Managementor other employees who have a significant role in your Company's internal control systems.
Your Company believes that internal control is a necessary prerequisite of theprinciple of Governance and that freedom should be exercised within a framework of checksand balances. There is a strong and independent in- house Internal Audit department thatis commensurate with the nature of the business and the size of its operations. Internalaudit department is responsible for independently evaluating the adequacy of all internalcontrols adherence to internal processes and procedures regulatory and legalrequirements. The internal audit function also carries out management self-assessment ofadequacy of the Company's internal financial controls and operating effectiveness of suchcontrols in terms of Companies Act 2013.
The Audit Committee reviews the performance of the audit function provides strategicguidance reviews the key findings of the audit reports meets your Company's StatutoryAuditors to ascertain their views on the adequacy of internal controls and ensures thatthe Board of Directors is fully informed of major observations. The Company's Managementclosely monitors the internal control environment and ensures that the recommendations areeffectively implemented.
As on date of this report the Board of Directors of your Company comprised of 8(Eight) members with 1 (One) Executive Director and 7 (seven) Non-Executive Director outof which 4 (four) are independent.
Mr. Sushil Kumar Malik (DIN: 00085715) Chairman & Managing Director of the Companyis an Executive Director.
Mr. Hamidullah Kabir Khan (DIN: 00029713) an Independent Director of the Companypassed away on April 20 2019 and accordingly ceased to be the Director of the Companywith effect from that day.
Mr. Khan has been associated with the company since 1995 and has made valuablecontribution during his tenure. Your Directors have placed their deep appreciation andgratitude for the contributions made by Mr. Hamidullah Kabir Khan during his longassociation with Company.
Mr. Mohinder Nayyar has resigned on August 11 2018. The Board of Directors records itsappreciation for the services rendered by Mr. Mohinder Nayyar during his tenure.
Mr. Anurag Goel (DIN: 00000007) was appointed as an Additional Director holding theposition of Independent Director on the Board of Directors of the Company with effect fromJuly 17 2019. His term of office expires on the date of ensuing Annual General Meeting.The Company has received notice under Section 160 of the Companies Act 2013 from a memberproposing his candidature for being appointed as director of the Company. The briefparticulars of Mr. Goel form part of the notice of the ensuing Annual General Meeting.
As per the provisions of Act Independent Directors can be appointed for a term of fiveconsecutive years and shall not be liable to retire by rotation. Accordingly resolutionproposing appointment of Mr. Anurag Goel as Independent Director of the Company formspart of the notice of the ensuing Annual General Meeting.
Further in terms of Section 152 of the Act and the Articles of Association of theCompany Ms Yuvika Bader (DIN: 07114760) is liable to retire by rotation at the ensuingAnnual General Meeting. Ms. Yuvika Bader being eligible has offered herself forreappointment at the ensuing Annual General Meeting. Brief profile of Ms Bader is annexedto the Notice convening the Annual General Meeting.
KEY MANAGERIAL PERSONNEL
As on the date of this Report Mr. Sushil Kumar Malik -Chairman & ManagingDirector Mr. Pramod - Chief Financial Officer and Ms. Aayushi Jindal - Company Secretaryare the Key Managerial Personnel ("KMP") of the Company pursuant to theprovisions of the Companies Act 2013. Ms. Aayushi Jindal was appointed as CompanySecretary during the year on August 11 2018.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the following Non-Executive Directors arecategorized as Independent Directors of the Company: Mr. Bharat Bhushan Jain (DIN:00241818) Mr. Om Prakash Sood (DIN: 06954639) Mr. Sunder Hemrajani (DIN: 01935048) andMr. Anurag Goel (DIN: 00000007).
The Company has received declaration of independence from all the above-mentionedIndependent Directors as per Section 149(7) of the Act confirming that they continue tomeet the criteria of independence.
EVALUATION OF THE BOARD'S PERFORMANCE
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.
Meetings of the Board of Directors
During the year 5 (Five) Board Meetings were held on May 30 2018 August 11 2018October 27 2018 February 2 2019 and March 30 2019. The intervening gap between the twomeetings did not exceed one hundred and twenty days. The necessary quorum was present forall the meetings.
Committees of the Board of Directors
The Company has the following committees which have been established as a part of thebest corporate governance practices and are in compliance with the requirements of therelevant provisions of applicable laws and statutes. A detailed note on the same isprovided under the Corporate Governance Report forming part of this Annual Report.
1. Audit Commit tee
The Audit Committee met 4 (four) times during the financial year 2018-19 viz. on May30 2018 August 11 2018 October 27 2018 and February 2 2019. The Committee as onMarch 31 2019 comprised of Dr. Om Prakash Sood (Chairman) Mr. Bharat Bhushan Jain Mr.Sushil Kumar Malik Mr. Ajay Kumar Singhal Mr. Sunder Hemrajani and Mr. Hamidullah KabirKhan.
Mr. Hamidullah Kabir Khan ceased to be a member of the Committee effective from April20 2019 due to his sudden death.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee met 3 (three) times during the financial year2018-19 viz. on July 30 2018 August 11 2018 and March 30 2019. The Committee as onMarch 31 2019 comprised of Mr. Bharat Bhushan Jain (Chairman) Dr. Om Prakash Sood Mr.Sushil Kumar Malik and Ms. Yuvika Bader.
3. Stakeholders' Relationship Committee:
The Committee met 4 (four) times during the financial year 2018-19 viz. on May 302018 August 11 2018 October 27 2018 and February 2 2019. The Committee as on March31 2019 comprised of Mr. Om Prakash Sood (Chairman) Mr. Bharat Bhushan Jain and Mr.Sushil Kumar Malik.
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 Indian accountingstandards (Ind AS) have been followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 the year under review.
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) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
As per the provisions of the Act and the SEBI Listing Regulations your Company hasformulated a Policy on Related Party Transactions which is also available on Company'swebsite at http://www.calcomindia.com/
The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between your Company and Related Parties.
This Policy specifically deals with the review and approval of material related partytransactions keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions. All related party transactions are placedbefore the Audit Committee for review and approval.
All related party transactions/ arrangements that were entered into during thefinancial year were at an arm's length basis and were in Ordinary Course of business.
The Particulars of contracts or arrangements with the related parties as required underSection 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 isattached as Annexure- II in Form AOC 2.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
During the year under review the Company has no Subsidiaries joint venture(s) orassociate(s).
CODE OF CONDUCT
In Compliance with the Listing Regulations and Companies Act 2013 the Company hasframed and adopted a Code of Conduct and Ethics ("the Code"). The Code isapplicable to the members of the Board the executive officers and all employees of theCompany. The Code is available on the website at http://www.calcomindia.com
All members of the Board the executive officers and senior officers have affirmedcompliance to the Code as on March 31 2019. The confirmation from the CEO & MD of theCompany regarding compliance with the Code of Conduct by all the Directors and SeniorManagement is annexed as Annexure VIII and forms part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a mechanism for directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of the Code. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the chairperson of the audit committee inexceptional cases. During the year the whistleblower policy was amended in line with SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018 ("the insider tradingregulations") enabling employees to report any violations under the insider tradingregulations and leak of Unpublished Price- Sensitive information (UPSI).
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company has requisite policy for Prevention of Sexual Harassment which isavailable on the website of the Company at www.calcomindia.com The comprehensive policyensures gender equality and the right to work with dignity. An Internal ComplaintsCommittee has been constituted as per provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. No case was reported to theCommittee during the year under review.
PREVENTION OF INSIDER TRADING
During the year the company has amended the Code of Conduct on insider trading in theline with the SEBI (Prohibition of Insider Trading) (Amendment) Regulation 2018. Thispolicy includes policy and procedures for inquiry in case of leak of UPSI.
STATUTORY AUDITORS AND AUDITORS' REPORT
Pursuant to Sections 139 & 142 of the Act M/s Suresh Chandra & AssociatesChartered Accountants (Firm Registration No. 001359N) were appointed as the StatutoryAuditors of the Company at 33rd Annual General Meeting ("AGM") held on September29 2018 for a period of five years i.e. till the conclusion of the 38th AGM of theCompany. Pursuant to an amendment in Section 139 of the Companies Act 2013 effective May7 2018 there is no requirement of annual ratification of such appointment and hence thesame is not being put up for shareholders' approval in the ensuing AGM.
There are no audit qualifications reservations disclaimers or adverse remarks orreporting of fraud in the Statutory Auditors Report given by M/s Suresh Chandra &Associates Statutory Auditors of the Company for the financial year 2018-19 as annexed inthis Annual Report.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act your Company had appointed M/s Narender&Associates Company Secretaries (CP No.16690) as its Secretarial Auditors to conduct thesecretarial audit of the Company for the FY 2018-19. The Company provided all assistanceand facilities to the Secretarial Auditor for conducting their audit. The Report ofSecretarial Auditor for the FY 2018-19 is annexed to this report as Annexure - III.
There are no audit qualifications reservations disclaimers or adverse remarks in thesaid Secretarial Audit Report. Further your Company complies with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and notifiedby Ministry of Corporate Affairs.
The Company follows a robust Internal Audit process and audits are conducted on aregular basis throughout the year as per agreed audit plan. During the year underreview Mr. V. Arunajatesan was reappointed as Internal Auditors for conducting theInternal Audit of key functions and assessment of Internal Financial Controls etc.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 the extracts of the Annual Returnas at March 31 2019 (MGT-9) is enclosed as 'Annexure - IV' to this report and is alsoavailable on the Company's website viz.www.calcomindia.com
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 134(3)(q) and Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 regarding employees is given inAnnexure '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 Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as a part ofthis report is annexed hereto as Annexure-VI.
A separate section on Corporate Governance forming part of the Directors' Report andthe certificate from the auditors of the Company confirming the compliance of pursuant toSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015is 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 Regulation 17(8) read with Part BSchedule II of the Listing Regulations is attached to the report.
RISK MANAGEMENT POLICY
The Company has adopted a comprehensive risk management policy covering processes foridentification and mitigation of all potential risks to suit the business requirements ofthe Company.
Your Directors would like to place on record their appreciation of the contributionmade by its management and its employees who through their competence and commitment haveenabled the Company to achieve impressive growth. Your Directors acknowledge with thanksthe co-operation and assistance received from various agencies of the Central and StateGovernments Financial Institutions and Banks Shareholders Joint Venture partners andall other business associates.
| ||For and on behalf of the |
| ||Board of Directors |
| ||S.K. MALIK |
|Place: New Delhi ||Chairman & Managing Director |
|Date: 27.07.2019 ||DIN: 00085715 |
ANNEXURE - I
ANNEXURE TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2019
Particular required under the Companies (Accounts) Rules 2014 of Companies Act 2013.
A. CONSERVATION OF ENERGY
Energy Conservation Measures Taken
(i) Shifts timings are adjusted in a manner to maximize output during day time to saveenergy consumption resulting in low power costs.
(ii) Centralize Air Cooler installed in whole production area to reduce the nos ofCoolers and the electricity consumption. (iii) Saving of energy have been done byreplacing old and inefficient machineries and parts like compressor etc.
B. TECHNOLOGY ABSORPTION
(a) Research & Development
(i) Specific area in which R&D is carried by the company.
Design and development of Lighting Electronic Products helps in conserving energy notonly for us but for all the users of our products. Your company is now focusing mostly onLED products.
(ii) Benefits derived as a result of the above R&D.
"Your company is now technically more capable of developing various kinds ofElectronic items as per our customer requirement.
"Has resulted in increased market share with reduced costs. This has helped theCompany in negotiating orders with more Original Equipment Manufacturers.
(iii) Future Plan of Action
The Company has received another order from OSRAM Germany for developing Linear LEDLights in the field of Specialty Lighting both in Professional and Entertainment areas.This product will be manufactured for global requirements of Osram Germany.
|(iv) Expenditure on R & D ||(Rs. In Lacs) |
|i) Capital ||41.23 |
|ii) Recurring || |
|a) Deferred Revenue ||-- |
|b) Current Year ||20.07 |
|Total ||61.30 |
|(b) Technology Absorption Adoption & Innovation || |
|(i) Efforts in brief made towards the technology adoption and innovation. ||None |
|(ii) Benefits derived ||N.A |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
| ||Current Year ||Previous Year |
|Foreign Exchange earned (Rs. in Lacs) ||130.28 ||70.85 |
|Foreign Exchange used (Rs. In Lacs) (for import of components and capital equipments) ||1392.39 ||784.49 |