Your Directors have pleasure in presenting the Thirty Sixth Annual Report along with the Audited Statement of Accounts for the financial year ended 31.03.2019.
The performance during the period ended 31st March 2019 has been as under:
(Amount in Lakhs)
|2||Profit Before Interest and Depreciation||129.12||58.98|
|5||Depreciation and Amortisation expenses||27.77||34.50|
|6||Net Profit Before Tax||28.81||-51.72|
|7||Provision for Tax||8.22||58.14|
|8||Profit After Tax||20.59||-109.86|
|9||Other Comprehensive Income||4.57||-6.26|
|10||Total Comprehensive Income for the year||25.16||-116.12|
The Company is mainly engaged in the business of Electronic Security which comprises of CCTV Access control Fire Detection Alarms Intrusion Alarms and Solar Power Solutions.
Since the Company needs the funds for future expansion of business therefore it is not in a position to declare dividends.
The present paid-up capital of the Company is Rs.35205240/- of face value of Rs.3/- each which is listed with BSE Ltd(Bombay Stock Exchange). The shares of the Company have been admitted for De-materialisation with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Securities Identification Number (ISIN) of the equity share of the Company is INE190F01028.
The Board of Directors of the Company consists of 7 Directors of whom 3 are Non-Executive Independent Directors 3 Non-Executive Directors and 1 Executive Director.
The Directors Mr.Bikramjit Singh Thakral is due for retire by rotation and is eligible for re-appointment in the coming Annual General Meeting. The Board recommends their appointment. Mr.K R Vijayendra Independent Director is appointed second term for the period of 5 years in the coming Annual General Meeting.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act 2013 that he/she meets the criteria of Independence laid down in section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI Listing Regulations.
NUMBER OF BOARD MEETINGS HELD AND THE DATES ON WHICH HELD:
Since the commencement of the financial year 2018-19 total of 4 Board meetings were held on the following dates viz. 30.05.2018 14.08.2018 14.11.2018 and 14.02.2019. The maximum time gap between two board meetings was not more than four calendar months.
M/s.K S Rao & Co. Chartered Accountants Bangalore (Firm Registration Number 003109S) was appointed as the Statutory Auditor to hold the office for the period of five years till the conclusion of the Annual General meeting to be held in the year 2022 subject to ratification by shareholders at the General Meeting or as may necessitated by the Act from time to time. Accordingly the appointment of M/s.K S Rao & Co. is being placed before the shareholders for ratification.
M/s. Somy Jacob and Associates Practicing Company Secretaries were appointed to conduct the Secretarial Audit of the Company for the financial year 2018-19 as required under section 204 of the Companies Act 2013 and Rule 9 there-under. The Secretarial audit report for F.Y. 2018-19 forms part of this Report as Annexure-1.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
The information pursuant to 134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 on Conservation of energy Research & Development and Technology Absorption are presently not applicable to the Company.
The total Foreign Exchange Earnings and Outgo during the year under review is as under:
(Rs. in Lakhs)
|I. Foreign currency receivables||104.68||10.39|
|ii. Foreign currency payables||0.00||0.00|
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate and were operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
Since the paid up capital of the Company is less than Rs.10 Crores and the networth of the Company is less than Rs.25 Crores the provision of Regulations 1718192021222324252627 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para CD & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not fall under the purview of section 135 of the Companies Act 2013 during the financial year 2018-19.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.
INTERNAL COMPLAINT COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
No complaint was received during the year 2018-19.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters Directors Management or their relatives which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is annexed herewith as Annexure-II.
The Board of Directors of the Company has on the recommendation of the Audit Committee adopted a policy to regulate transactions between the Company and its Related Parties in compliance with the applicable provisions of the Companies Act 2013 the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexue-III.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies (Particulars of Employees) Rules 1975 in respect of employees of the Company and Directors is furnished hereunder:
Particulars of Employees :
(Rupees in Lakhs)
|Sl. No.||Name||Designation||Remuneration paid Fy 2018-19 (Rs. In Lakhs)||Remuneration paid Fy 2017-18 (Rs. In Lakhs)||Increase in remuneration from previous year||Ration/ Times per Median of Employee Remuneration|
|1||Mr.Ramesh Chandra Bhavuk||Managing Director (KMP)||14.87||14.87||0||11.06|
|2||Mr.S.Gopala Krishnan||(CFO - KMP)||9.37||9.87||-0.5||6.97|
|3||Mrs. Sowmya B S (up to 31.08.2018)||(CS - KMP)||0.66||1.58||0|
|4||Ms. Nelijane Debnath (from 14.02.2019)||(CS - KMP)||0.27||NA||NA|
In terms of Rule 5(2) of the Companies (appointment and Remuneration of Managerial Personnel) Rules 2014 the company does not have any employee who is employed throughout the financial year and in receipt of remuneration of Rs.60 Lakhs or more or employees who are employed for part of the year and in receipt of Rs.5 Lakhs or more per month.
Your Directors wish to place on record their sincere appreciation of the wholehearted co-operation and assistance extended by its Shareholders Bankers Investors Customers and others. The Board also wishes to place on record its appreciation for the dedicated services of staff and officers of the Company at all levels.
|Place: BENGALURU||ON BEHALF OF THE BOARD OF DIRECTORS |
|Date : 30/05/2019||CHAIRMAN|