PCS Technology Ltd.
|BSE: 517119||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE834B01012|
|BSE 00:00 | 24 Nov||4.40||
|NSE 05:30 | 01 Jan||PCS Technology Ltd|
PCS Technology Ltd. (PCSTECHNOLOGY) - Director Report
Company director report
DIRECTORS REPORT technology
PCS TECHNOLOGY LIMITED
Your Directors of the Company are pleased to present you the 38th Annual Report of theCompany along with the statement of Standalone Audited Financial Statements for thefinancial year ended 31st March 2019.
Key highlights of standalone Audited Financial Results of the Company for the financialyear 2018-19 are tabulated below:
(Rs. In lakhs)
During the year under review your Company has achieved Net Sales and services of Rs.58.08 lakhs as against Rs. 1027.17 lakhs in the previous year. The total sales andservices of the Company is continuously impacted as the Company had not entered into forthe new order nor it renew the existing service contracts with its clients due to the lowmargins and rising manpower cost in the IT and ITes industry.
Adequacy of Internal Financial Control: The Company has in place adequate internalcontrol procedures commensurate with the size of the Company and the nature of itsbusiness.
EXTRACTS OF ANNUAL RETURN
In accordance with sub-section (3) of Section 92 of the Companies Act 2013 anextracts of the Annual Return in prescribed in the Form MGT 9 is annexed and marked asAnnexure 1 to the Boards Report.
Due to loss incurred by the Company for the year under review your Directors expresstheir inability to recommend any dividend for Equity Shares for the financial year ended31st March 2019.
During the year under review the Company by passing a Board Resolution on 6thMarch 2019 has approved payment of Dividend of Rs. 3577500 on 39750009% RedeemableNon-Convertible Non-Cumulative Preference Shares (Preference Shares) of Rs. 10/- eachfully paid up.
The dividend on preference shares amounting to Rs.4305796 (including dividenddistribution tax of Rs.728296) has been paid on 6th March 2019.
Since the Company do not recommend any dividend it is not required to transfer anyamount to the General Reserve of the Company for the year under review. MATERIAL CHANGES& COMMITMENTS AFFECTING THE FINANCIAL POSITIONS OF THE COMPANY
There have been no material changes and commitments affecting the financial positionof the Company which occurred during the financial year to which the financial statementsrelate.
ANNUAL PERFORMANCE EVALUATIONS
The Board evaluated the effectiveness of its functioning and that of the Committees andof the individual Directors by seeking their inputs on various aspects of Board/CommitteeGovernance.
Further the Independent Directors at their meeting reviewed the performance of Boardas a whole and performance of Chairman of the Company and also of Non-Executive Directors
The criteria for performance evaluation as laid down by the Nomination Committee arementioned in Corporate Governance attached to the Directors Report of the Company.
Mr. Bhaskar Patel has been appointed as Chief Executive Officer (CEO) of the Companywith the effect from 1st April 2019. Prior to his appointment as CEO Mr. Patelwas the Company Secretary of the Company till 31 st March 2019.
Mr. Mehul Monani has been appointed as Company Secretary and Compliance Officer of theCompany with the effect from 1st April 2019.
Mr. Yash Bhardwaj has resigned as Director of the Company w.e.f 31st March2019. The Company appreciates him for his effort in the business operations of the Companyduring his tenure as Director of the Company.
Retirement by Rotation
As per Article 135 of the Articles of Association of the Company Mr. Harish ChandraTandon (Din- 00037611) Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for re-appointment on the Board of yourcompany.
Declaration given by Independent Director
The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that he/she meets criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 and Regulation 25 of Securitiesand 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 CommitteeMeetings were convened and held. The details of which are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy on Directors Appointment and Key Managerial personnel andRemuneration including criteria for determining qualifications positive attributesincluding independence of a directors of the Company.
The Remuneration Policy is stated in the Corporate Governance Report.
COMMITTEES OF THE BOARD
Currently the Board has four Committees namely: Audit Committee StakeholdersRelationship Committee (SRC) Nomination and Remuneration Committee (NRC) and CorporateSocial Responsibility Committee (CSR Committee).
The Composition of each of the committee is mentioned in the Annexure 2 of theBoards Report.
Mr. Divyesh Mehta of M/s. Vinod K Mehta & Co. Chartered Accountant (FirmRegistration No.111508W) was appointed as Statutory Auditors of the Company at the AGMheld on 20th September 2017 to hold office till the conclusion of the 41st AGM of theCompany and as required by the provisions of the Companies Act 2013
The requirement for annual ratification of the Auditors Appointment at the AnnualGeneral Meeting has been omitted pursuant to the Companies (Amendment) Act 2017 notifiedon 7th May 2018
Ms. Hiya Rathi of M/s. Hiya Rathi & Associates Practicing Company Secretary wasappointed to conduct the secretarial audit of the Company for the financial year 2018-19as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit report for FY 2018-19 forms part of the Annual report as Annexure 3 tothe Boards Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the ongoing concern status and Companys operations.DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to sub-section (3C) of Section 134 of the Companies Act 2013 the Board ofDirectors of the Company hereby confirms that:
1. In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
2. Appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and of the loss ofthe Company for the said year;
3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and 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 adequate manner and areoperating effectively.
6. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In view of the provisions relating to CSR contained in Companies Act 2013 the Boardof Directors of your Company has set up a CSR Committee comprising four Directors of theCompany namely :
Mr. G M Dave Non-Executive Independent Director
Mr. G. K. Patni Non-Executive Director
Mr. A. K. Patni Non-Executive Director and Mr. H. C. Tandon Non-Executive Director
The Committee will oversee and monitor its CSR activities in line with the CSR policyof the Company in compliance with the provisions of the Companies Act 2013.
CRS has been integral part of the Company. The CSR policy on the Company is displayedon Companys website www.pcstech.com. CSRreport along with the CSR activates are annexed herewith in the report and marked asAnnexure 4.
Initiations taken by Company for CSR :
The Company has contributed Rs. 2850000/- (Rupees Twenty Eight Lakhs Fifty Thousandonly) to Prime Ministers National Relief Fund to comply with CSR activities asspecified in Schedule VII of the Companies Act 2013.
The Net Balance amount for the F.Y 2018-19 is Rs. 915 930/- (Rupees Nine LakhsFifteen Thousand Nine Hundred and Thirty only) will be contributed by the Company in thenext financial year 2019-20.
A report on Corporate Governance and Management Discussion Analysis is included as apart of the Annual Report along with a Certificate from the Statutory Auditors of theCompany regarding compliance of conditions of Corporate Governance as stipulated underRegulation 27 of SEBI (LODR) Regulation 2015. Corporate Governance report annexedherewith and marked as Annexure 5
In accordance with Section 129(3) of the Companies Act 2013 a statement containingsalient features of the financial statements of the subsidiary companies for the financialyear ended 31st March 2019 namely PCS Technology USA. INC PCS Positioning Systems(India) Limited and PCS Infotech Limited are attached in Form AOC-1 and is annexed anmarked as Annexure-6(A) of the Annual Report.
In accordance with third proviso to Section 136(1) of the Companies Act 2013 theAnnual Report of your Company containing therein its audited financial statementstogether with related information and other reports of each of the subsidiary companieshave also been placed on the website of the Company at www. pcstech.com
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM
The particulars of arrangements with related parties referred to in Section 188(1) ofCompanies Act 2013 as prescribed in Form AOC-2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 of the Annual Report andis annexed and marked as Annexure- 6(B).
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has put in place a Policy on Prevention of Sexual Harassment in line withthe provisions of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made thereunder.
Internal Complaints Committee (ICC) has been set up to redress complaints if anyreceived regarding sexual harassment. All employees whether permanent contractualtemporary etc have been covered under this Policy.
The Policy is gender neutral. During the year under review no complaints allegingsexual harassment were received by the Company.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and pursuant to Regulation 23 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 during the financial year werein compliance to the provisions of Section 188 of the Companies Act 2013. There were nomaterially significant transactions with related parties during the financial year whichwere in conflict with the interest of the Company. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the Financial Statements.
Your Company has neither invited nor accepted any deposits from the public so far.
CODE OF CONDUCT
The Board of Directors has approved a Code of Business Conduct which is applicable tothe Members of the Board and all employees. The Code has been posted on the Companyswebsite www.pcstech.com. The Code lays down thestandard of conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place in business practices and in dealing with stakeholders. The Code givesguidance through examples on the expected behavior from an employee in a given situationand the reporting structure. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated Financial Statements have been prepared in accordance with theprovisions of Section 129 of the Companies Act 2013 applicable Accounting Standards andthe provisions of the Listing Agreement with Stock Exchange and forms part of this AnnualReport
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197 (12) of the Companies Act 2013 read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure 7 to the Boards Report.
During the financial year there were no employees drawing remuneration in excess ofthe monetary ceiling prescribed under Section 197 read with Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
The Information required under the above heads in accordance with the provision ofsection 134(3) (m) of the Companies Act 2013 read with the Companies (Disclosure ofParticulars in the Report of the Board of Directors) Rules 1988 are given in Annexure 8to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees given and Investments made during the year underreview under Section 186 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed to this report and marked asAnnexure 9.
Your Directors express their warm appreciation to all the employees at various unitsfor their diligence and contribution made towards the growth of the Company. The Board ofDirectors place on record their appreciation for the un-stinted support by the Bankers andFinancial Institutions and confidence given by the Customers Suppliers and Shareholdersat all levels towards the growth and development of the Company.