PCS TECHNOLOGY LIMITED
Your Directors of the Company are pleased to present you the 41stAnnual Report of the Company along with the statement of Standalone Audited FinancialStatements for the financial year ended 31st March 2022.
Key highlights of standalone Audited Financial Results of the Companyfor the financial year 2021-22 are tabulated below:
(Rs. In lakhs)
|Particulars ||Financial Year ended ||Financial Year ended |
| ||31.03.2022 ||31.03.2021 |
|Revenue from operations ||28.22 ||25.99 |
|Other income (net) ||238.00 ||252.70 |
|TOTAL INCOME ||266.21 ||278.69 |
|Employee benefit expenses ||78.30 ||77.79 |
|Finance costs ||39.81 ||38.81 |
|Impairement / (Gain) on financial instruments and Exceptional Items ||-55.66 ||-14.01 |
|Depreciation and amortisation expenses ||23.84 ||24.80 |
|Other expenses ||77.72 ||70.71 |
|TOTAL EXPENSES ||164.01 ||198.10 |
|PROFIT BEFORE TAX ||102.20 ||80.59 |
|Tax Expense ||18.58 ||37.89 |
|PROFIT OF THE YEAR ||83.63 ||42.70 |
Looking at the prevailing scenario the company did not enter in itsexisting line of business. The Company however preferred to preserve its financials andwith this view had parked funds with the Banks in Term Deposits to derive income. TheCompany in the current year earned overall revenue amounting to Rs 266.21 Lacs (Previousyear Rs 278.69 Lacs) and Profit before Exceptional Items amounting to Rs 102.20 Lacs(Previous year Rs 80.59 Lacs). The reduction in Bank Deposits rates has impacted interestincome. The Company has maintained positive level of profitability by cutting down variouscosts and proper utilization of funds
Adequacy of Internal Financial Control: The Company has in placeadequate internal control procedures commensurate with the size of the Company and thenature of its business.
EXTRACTS OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 31 2022 is available on the Company?s website atwww.pcstech.com.
In order to conserve the resources of the Company your Directorsexpress their inability to recommend any dividend for Equity Shares for the financial yearended 31st March 2022.
During the year under review the Company at its meeting held on 14thMarch 2022 has approved payment of gross Dividend of Rs. 3577500 on 3975000- 9%Redeemable Non-Convertible Non-Cumulative Preference Shares (Preference Shares) of Rs.10/- each fully paid up and net amount of dividend was distributed after deducting theTDS.
Since the Company do not recommend any dividend it is not required totransfer any amount to the General Reserve of the Company for the year under review.
MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITIONS OFTHE COMPANY
There have been no material changes and commitments affecting thefinancial position of the Company which occurred during the financial year to which thefinancial statements relate.
ANNUAL PERFORMANCE EVALUATIONS
The Board evaluated the effectiveness of its functioning and that ofthe Committees and of the individual Directors by seeking their inputs on various aspectsof Board/Committee Governance.
Further the Independent Directors at their meeting reviewed theperformance of Board as a whole and performance of Chairman of the Company and also of
The criteria for performance evaluation as laid down by the NominationCommittee are mentioned in Corporate Governance attached to the Directors? Report ofthe Company.
Mr. Harish Chandra Tandon was appointed as Non- Executive IndependentDirector at the Board Meeting held on 14th March 2022 and members of the Company approvedhis appointment as Non- Executive Independent Director on 29th April 2022 by passing aresolution through postal ballot conducted by Company and;
Mrs. Mona Bhide was appointed as Additional Non- Executive WomenDirector at the Board Meeting held on 14th March 2022 and her appointment was regularizedas Non- Executive Women Director on 29th April 2022 by passing a ordinary resolutionthrough postal ballot conducted by Company.
Mrs. Vandana Gupta has retired as Non- Executive Independent WomenDirector as on 14.03.2022 Mr. Girish Dave Independent Non- Executive Director of theCompany passed away on 16th August 2021.
The Company takes on records the invaluable contributions made by themduring their tenure as the Directors towards the progress of the Company.
Retirement by Rotation
As per Article 135 of the Articles of Association of the Company Mr.Gajendra Kumar Patni (Din- 00014163) Director of the Company retire by rotation at theensuing Annual General Meeting and being eligible offer himself for re-appointment on theBoard of your company.
Declaration given by Independent Director
The Company has received necessary declaration from each independentdirector under Section 149 (7) of the Companies Act 2013 that he/she meets criteria ofindependence laid down in Section 149 (6) of the Companies Act 2013 and Regulation 25 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations2015.
Board and Audit Meetings
During the year under review 5 (Five) Board Meetings and 5 (Five)Audit Committee Meetings were convened and held. The details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy on Directors? Appointment and Key Managerialpersonnel and Remuneration including criteria for determining qualifications positiveattributes including independence of a directors of the Company.
Extract of the Remuneration Policy is stated in the CorporateGovernance Report.
COMMITTEES OF THE BOARD
Currently the Board has four Committees namely: Audit CommitteeStakeholders? Relationship Committee (SRC) Nomination and Remuneration Committee(NRC) and Corporate Social Responsibility Committee (CSR Committee).
The Composition of each of the committee is mentioned in the Annexure1 of the Boards? Report.
M/s. Vinod K Mehta & Co. Chartered Accountant (Firm RegistrationNo.111508W) was appointed as Statutory Auditors of the Company at the AGM held on 20thSeptember 2017 to hold office till the conclusion of the 41st AGM of the Company andsince his First term of appointment of 5 years as Statutory Auditors of the Company getsexpired in forthcoming AGM the Company at its Board Meeting held in 24th May 2022 onrecommendation of Audit Committee and the Company subject to members approval hasre-appointed them for the second consecutive term of 5 years to hold office from 41st AGMof the Company till 46th AGM.
Mr. Kaushal Doshi of M/s. Kaushal Doshi & Associates PracticingCompany Secretary having Membership No. F 10609 and C.P. No. 13143 was appointed toconduct the secretarial audit of the Company for the financial year 2021-22 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Auditreport for FY 2021-22 forms part of the Annual report as Annexure 2 to theBoard?s Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by theregulators or courts or tribunals impacting the ongoing concern status and Company?soperations.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to sub-section (3C) of Section 134 of the Companies Act 2013the Board of Directors of the Company hereby confirms that:
1. In the preparation of the Annual Accounts the applicable AccountingStandards have been followed along with proper explanation relating to materialdepartures;
2. Appropriate accounting policies have been selected and appliedconsistently and have made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31st March 2022and of the profit of the Company for the said year; 3. Proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities;
4. Annual Accounts have been prepared on a going concern basis.
5. Internal Financial controls are followed by the Company in adequatemanner and are operating effectively.
6. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In view of the provisions relating to CSR contained in Companies Act2013 the Board of Directors of your Company has set up a CSR Committee comprising fourDirectors of the Company namely :
Mr. Gajendra Kumar Patni - Non Executive Director; Mr. Ashok kumarPatni - Non Executive Director; Mrs. Mona Bhide - Non- Executive Women Director; and Mr.Harish Chandra Tandon - Non- Executive Independent Director
The Committee will oversee and monitor its CSR activities in line withthe CSR policy of the Company in compliance with the provisions of the Companies Act2013. CSR has been integral part of the Company. The CSR policy on the Company isdisplayed on Companys website www.pcstech.com.
During the year under review the Company has not made any provisionfor the CSR expenditure as it is not covered under the conditions as prescribed underSection 135 (1) of the Companies Act 2013.
A report on Corporate Governance and Management Discussion Analysis isincluded as a part of the Annual Report along with a Certificate from the StatutoryAuditors of the Company regarding compliance of conditions of Corporate Governance asstipulated under the provisions of SEBI (LODR) Regulation 2015. Corporate Governancereport annexed herewith and marked as Annexure 3
In accordance with Section 129(3) of the Companies Act 2013 astatement containing salient features of the financial statements of the subsidiarycompanies for the financial year ended 31st March 2022 namely PCS Positioning Systems(India) Limited and PCS Infotech Limited are attached in Form AOC-1 and is annexed andmarked as Annexure-4(A) of the Annual Report. In accordance with fifth proviso toSection 136(1) of the Companies Act 2013 the Annual Report of your Company containingtherein its audited financial statements together with related information and otherreports of each of the subsidiary companies have also been placed on the website of theCompany at www.pcstech.com.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO IN SUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM
The particulars of arrangements with related parties referred to inSection 188(1) of Companies Act 2013 as prescribed in Form AOC-2 of the rules prescribedunder Chapter IX relating to Accounts of Companies under the Companies Act 2013 isannexed and marked as Annexure-4(B).
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has put in place a Policy on Prevention of SexualHarassment in line with the provisions of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.
Internal Complaints Committee (ICC) has been set up to redresscomplaints if any received regarding sexual harassment. All employees whether permanentcontractual temporary etc have been covered under this Policy.
The Policy is gender neutral. During the year under review nocomplaints alleging sexual harassment were received by the Company.
RELATED PARTY TRANSACTIONS
The Company on 29th April 2022 has passed a resolution through postalballot conducted by the Company by approving the Related Party Transactions between theCompany and Kalpavruksh Systems Private limited for period of 2 (two) years and pursuantto Regulation 23 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 during the financial year the transaction withRelated Party Transactions were in compliance to the provisions of Section 188 of theCompanies Act 2013. Suitable disclosure as required by the Accounting Standards (AS18)has been made in the notes to the Financial Statements.
Your Company has neither invited nor accepted any deposits from thepublic so far.
CODE OF CONDUCT
The Board of Directors has approved a Code of Business Conduct which isapplicable to the Members of the Board and all employees. The Code has been posted on theCompany?s website www.pcstech.com. The Code lays down the standard of conduct whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.All the Board Members and the Senior Management personnel have confirmed compliance withthe Code.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated Financial Statements have been prepared in accordancewith the provisions of Section 129 of the Companies Act 2013 applicable AccountingStandards and the provisions of the regulations of SEBI (LODR) Regulation 2015 and formspart of this Annual Report.
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees inaccordance with the provisions of Section 197 (12) of the Companies Act 2013 read withRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure 5 to the Board?s Report. During the financialyear there were no employees drawing remuneration in excess of the monetary ceilingprescribed under Section 197 read with Rule 5 (2) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS/OUTGO
The Information required under the above heads in accordance with theprovision of section 134(3) (m) of the Companies Act 2013 read with the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are givenin Annexure 6 to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees given and Investments made duringthe year under review under Section 186 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are annexed to this report andmarked as Annexure 7.
Your Directors express their warm appreciation to all the employees atvarious units for their diligence and contribution made towards the growth of the Company.The Board of Directors place on record their appreciation for the un-stinted support bythe Bankers and Financial Institutions and confidence given by the Customers Suppliersand Shareholders at all levels towards the growth and development of the Company.
| ||On behalf of the Board of Directors |
| ||Ashok Kumar Patni |
| ||Vice-Chairman |
|Mumbai 24th May 2022 ||(Din:00014194) |