Your Directors have pleasure in presenting the THIRTY EIGTH Annual Report alongwith the Audited Accounts for the year ended 31.03.2021.
The performance during the period ended 31st March 2021 has been as under:
| || || |
(Amount in lakhs)
|Sl.No. ||Particulars ||2020-21 ||2019-20 |
|1 ||Gross Income ||1715.85 ||2382.48 |
|2 ||Profit Before Interest and Depreciation ||-105.93 ||135.69 |
|3 ||Finance Charges ||55.32 ||72.96 |
|4 ||Gross Profit ||-161.25 ||62.73 |
|5 ||Depreciation and Amortisation expenses ||25.29 ||25.83 |
|6 ||Net Profit Before Tax ||-186.53 ||36.90 |
|7 ||Provision for Tax ||0 ||0.11 |
|8 ||Profit After Tax ||-186.53 ||36.79 |
|9 ||Other Comprehensive Income ||5.29 ||-0.47 |
|10 ||Total Comprehensive Income for the year ||-181.25 ||36.32 |
The Company is mainly engaged in the business of Electronic Security which comprises ofCCTV Access control Fire Detection Alarms and Intrusion Alarms.
IMPACT OF COVID-19 PANDEMIC:
The outbreak of Covid-19' has severely impact businesses around the world. Inmany countries including India there has been severe disruption of regular businessoperations due to lock down restrictions and other emergency measures imposed by theGovernment.
At this point the Company cannot reasonably estimate the duration and severity of thispandemic which could have a material adverse impact on the Company's business results ofoperations financial position and cash flows in the year ending March 31 2021.
Due to the nature of the pandemic the Company will continue to monitor developments toidentify significant uncertainties. In future periods Management's evaluation of theevents and conditions and management's plans to mitigate these matters.
Since the Company needs the funds for future expansion of business therefore it is notin 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 havebeen admitted for De-materialisation with National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL). The International SecuritiesIdentification Number (ISIN) of the equity share of the Company is INE190F01028.
The Board of Directors of the Company consists of 5 Directors of whom 2 areNon-Executive Independent Directors and 3 Non-Executive Directors.
The Director Mr.Bikramjit Singh Thakral is due for retire by rotation and is eligiblefor re-appointment in the coming Annual General Meeting. The Board recommends theirappointment.
Mr.Ramesh Chandra Bhavuk Managing Director resigned during the year.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independencelaid down in section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBIListing Regulations.
NUMBER OF BOARD MEETINGS HELD AND THE DATES ON WHICH HELD:
Since the commencement of the financial year 2020-21 total of 5 Board meetings wereheld on the following dates viz. 29.07.2020 15.09.2020 30.09.2020 13.11.2020 and13.02.2021. The maximum time gap between two board meetings was not more than fourcalendar months.
M/s. K S Rao & Co. Chartered Accountants Bangalore (Firm Registration Number003109S) was appointed as the Statutory Auditor to hold the office for the period of fiveyears till the conclusion of the Annual General meeting to be held in the year 2022.
M/s.Somy Jacob and Associates Practicing Company Secretaries were appointed toconduct the Secretarial Audit of the Company for the financial year 2020-21 as requiredunder section 204 of the Companies Act 2013 and Rule 9 there-under. The Secretarial auditreport for F.Y. 2020-21 forms part of this Report as Annexure-I.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
The information pursuant to 134(3) (m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules2014 on Conservation of energy Research & Developmentand Technology Absorption are presently not applicable to the Company.
The total Foreign Exchange Earnings and Outgo during the year under review is as under:
| || |
|Particulars ||2020-21 ||2019-20 |
|i. Foreign currency receivables ||0.00 ||0.00 |
|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 herebystate and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2021 theapplicable accounting standards have been followed along with proper explanation relatingto 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 of the company for the same 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) 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 andwere operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable 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 ofthe Company is less than Rs.25Crores the provision of Regulations1718192021222324252627 and clauses (b) to (i) of sub-regulation 2 of Regulation46 and para CD & E of Schedule V of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to theCompany.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not fall under the purview of section 135 of the Companies Act 2013during the financial year 2020-21.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company.
INTERNAL COMPLAINT COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
No complaint was received during the year 2020-21.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is annexed herewithas Annexure- II.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and the Listing Agreement. This Policy was considered and approved by the Boardhas 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 annexedherewith as Annexure-III. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 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 TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:
| || || || || || ||(Rs. In Lakhs) |
|Sl. No ||Name ||Designation ||Remuneration paid FY 2020-21 (Rs. In Lakhs) ||Remuneration paid FY 2019-20 (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 ||NIL ||9.60 |
|2 ||Mr.S.Gopala Krishnan ||(CFO - KMP) ||9.20 ||9.74 ||NIL ||5.64 |
|3 ||Ms. Nelijane Debnath ||(CS - KMP) ||2.12 ||2.12 ||NIL ||1.37 |
*Resigned wef 31.03.2021
In terms of Rule 5(2) of the Companies (appointment and Remuneration of ManagerialPersonnel) Rules 2014 the company does not have any employee who is employed throughoutthe financial year and in receipt of remuneration of Rs.60 Lakhs or more or employees whoare employed for part of the year and in receipt of Rs.5 Lakhs or more per month.
BOARD'S REPLY TO THE AUDIT QUALIFIED OPINION:
Statutory Auditor has qualified for two items for which our reply is as under:-
Confirmation on balance of Book Debts not obtained from Customer.
Nature of the company and business involves more volume of individuals transaction andits payment need to be collected from each unit/branch level. Hence arranging balanceconfirmation for such large number of transactions for their outstanding payment is notpossible in short span of time. Even Earnest Money Deposit and Retention amountoutstanding is nothing but part of the retained receivable from customer after completionof warranty period hence volume is in line with receivable transactions. But Managementis confident and keeping track & for organising for collection of all ReceivablesRetention and Earnest Money Deposits on priority.
Confirmation of Stock lying with Customers.
In case of some new installations our involvement starts while the site is underconstruction. For example we may be required to lay CCTV cables before false ceiling islaid. In such cases we remain owner of the material used for such partial/pre-sitereadiness installation cases and are categorised as "Stock Lying with customers"till the site is fully ready and installed. Normally such sites are under the control ofcaretakers appointed by Banks and no Bank official is directly available on the site.Hence it is not possible to always obtain confirmation from the customers. However thereis a system to periodically tally and close all such cases with subsequent billings.
Your Directors wish to place on record their sincere appreciation of the wholeheartedco-operation and assistance extended by its Shareholders Bankers Investors Customersand others. The Board also wishes to place on record its appreciation for the dedicatedservices of staff and officers of the Company at all levels.
| ||ON BEHALF OF THE BOARD OF DIRECTORS |
| ||CHAIRMAN |
|Place: BENGALURU || |
|Date : 30th June' 2021 || |