To,

The Members,

Circuit Systems (India) Ltd.,

Your Directors have pleasure in presenting herewith the 20th Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2015.

Financial Results:

(Rs. In Lacs)
Particulars 2014-15 2013-14
Income from Operation (Net of Excise) 2424.95 2447.49
Other Income 45.65 36.29
Profit before Finance Cost, Depreciation and Tax 317.26 251.38
Less: Interest and Financial Charges (105.90) (92.49)
Less : Depreciation (103.40) (155.67)
Profit from operations 107.96 55.06
Exceptional Items (677.24) (14.44)
Profit for the year before tax (569.28) 40.62
Add/(Less) : Provision for taxation 7.55 (8.56)
Profit for the year after Tax (561.73) 32.05

DIVIDEND :

The dividend payout for the year under the review has been formulated in accordance with the company’s policy to pay substantial dividend linked to long term performance, keeping in view the company’s need for capital for its growth plans and the intent to finance through internal accruals to maximum. Your directors have always wished to appreciate the trust and faith of its members by improving the performance of the Company.

Even though, the company has moderate operating profit in the current year, your directors consider need of funds in future for capital expansion. Therefore, your directors do not recommend any dividend during the year under consideration.

BUSINESS SCENARIO:

The Company is in High Mix low volume business. This policy has started showing benefits in terms of improved margins and profitability in spite of fall in turnover. The Company considers continuing the same policy in future and your directors expects that the same will result into improved profitability in future. During the year, the company has earned operating profit of Rs. 1.07 crore before exceptional items. However, Company also registered an overall loss due to exceptional items taken into consideration in book of accounts.

DEPRECIATION ON FIXED ASSETS

Attention of members is drawn to Note of financial statements regarding calculations of depreciation for current financial year. The Companies Act, 2013 has changed method of computation of depreciation from calculations based on rates of depreciation to calculations based on the useful life of the company. Therefore, the company was required to ascertain useful life of all assets as on 1 April 2014 and depreciate the written down value on remaining useful life of the assets. Further, those assets whose useful life has become Nil as on 1 April 2014 is required to be discarded and remaining WDV of such assets is required to be adjusted towards reserves of the company. The company has carried out required changes and identified useful life and WDV of all assets as per provisions of Companies Act, 2013 and recalculated depreciation on all assets accordingly. Further, the company has debited amount of Rs. 8, 67, 28,201/- against reserves and surplus as write off towards fixed assets whose useful life has become zero on 1 April 2014. This is one time write off and not expected to recur in future. Your directors believe that this will enable the company to present more correct view of financial position of the company. Members are requested to refer Note 11 of financial statements.

WRITE OFFS DURING FINANCIAL YEAR

The company has conducted detailed verification of its inventory and receivables during this financial year to find out stock which has become obsolete or receivables which has become irrecoverable. The company had accumulated significant quantity of stocks and spares which had book value but could not be used by the company for manufacturing and maintenance purpose because of its odd size, shape or other factors. Hence, economic value of such stocks has practically become zero for the company. During the year, company carried out exercise to find such obsolete inventories and scarp them, in order to reflect more realistic position of the inventory. Accordingly, the company has reduced value of Rs. 2, 96, 27,916/-in its closing inventory as on 31 March 2015. Your directors believe that this will reflect more realistic position of financial position of the company. This is one time reduction and not expected to recur in near term and mid term future.

Further, the company had accumulated balance in receivables which was long overdue but had not received since long. The payments were pending due to various reasons such as quality disputes, compliance disputes, and rate disputes, receivables being unresponsive and other reasons. The company had made detail assessment of recoverability of each receivable and decided to write off those balances which cannot be recovered even after considerable efforts since last few years. During year, the company has written off Rs. 2, 30, 05,998/ - for various irrecoverable balances. Your directors believe that this will help the company to show correct position of trade receivable and company’s financial position. The company has made significant improvements to its credit policy to customers and such bad debts have reduced drastically since last few years and it will further improve in near and mid term future.

SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:

The Company has only one subsidiary i.e PCB Power (India) Limited. The subsidiary company has not started full fledge commercial operations yet. Your directors expect to start commercial operations from current financial year.

In accordance with Section 136(1) of Companies Act, 2013, the Balance Sheet, Profit and Loss Accounts and other documents of the subsidiary company are not being attached with the Annual Report of the Company but are uploaded on website of the company. The Company will provide the annual accounts of its subsidiary companies and the related detailed information on the specific request made by any shareholders and the said annual accounts are open for the inspection at the registered office of the Company during office hours on all working days, except Sundays and holidays, between 2.00 p.m. and 4.00 p.m. The Statement showing salient features of subsidiaries as required u/s 123 (3) of Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is attached in Form No AOC-1 with this report.

As required under Clause 32 of Listing Agreement with the stock exchange(s) and in accordance with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and its subsidiary and is included in the Annual Report.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public within the meaning of Companies Act, 2013.

INSURANCE:

All the existing properties including Plant and Machineries, Building and stocks are adequately insured.

DIRECTORATE:

Pursuant to the provisions of Companies Act, 2013 Mr. Jayesh Shah, Director of the Company, retires at the ensuing Annual General Meeting of the Company and is eligible for reappointment. The Board recommends their reappointment as Directors of the Company.

The Board has appointed Ms. Madhu Kejriwal as independent director of the company on 26 July 2014. Her appointment is subject to confirmation by the members at annual general meeting. The board recommends her appointment.

FORMAL EVALUATION STATEMENT

The evaluation framework for assessing the performance of Chairman, Directors, Board and Committees comprises, inter-alia, of the following parameters:

a. Directors bring an independent judgment on the Board’s discussions utilizing his knowledge and experience especially on issues related to strategy, operational performance and risk management.

b. Directors demonstrate awareness and concerns about norms relating to Corporate Governance, disclosure and legal compliances.

c. Directors contribute new ideas/insights on business issues raised by Management.

d. Directors anticipate and facilitate deliberations on new issues that Management and the Board should consider.

e. The Board / Committee meetings are conducted in a manner which facilitates open discussions and robust debate on all key items of the agenda.

f. The Board receives adequate and timely information to enable discussions/ decision making during Board meetings.

g. The Board addresses interests of all stakeholders of the Company.

h. The Committee is delivering on the defined objectives.

i. The Committee has the right composition to deliver its objectives.

The performance evaluation of Chairman, Directors, Board and Committees was undertaken by the Nomination and Remuneration Committee for the year under review and the results were reported to the Board of Directors.

AUDITORS:

The Shareholders of the company has accorded their consent in their 19th Annual General meeting for appointment of M/s Baheti Bhadada & Associates, Chartered Accountants as Statutory Auditor of the company for period of 5 years commencing from conclusion of 19th Annual General Meeting till conclusion of 24th Annual General meeting.

Members are requested to appoint M/s Baheti Bhadada and Associates, Chartered Accountants as statutory auditor of the company from current annual general meeting till end of next annual general meeting. The board has received letter from them to the effect that their appointment if made will be within limits specified u/s 141(1)(g) of Companies Act, 2013.

AUDITORS’ REPORT:

The observations made in the Auditors Report are self explanatory and therefore, need not require any further comments by the board of directors.

SECRETARIAL AUDIT REPORT

In pursuant to Section 204 of the Companies Act, 2013, the Board herewith attaches secretarial audit report issued by practicing company secretary. There are no remarks or comments in said report which requires clarifications by the board.

ABSTRACTS OF ANNUAL RETURN

In pursuant to requirement of 93 (3) of Companies Act, 2013, the abstracts of annual return is herewith attached in Annexure of the report in prescribed Form No MGT-9.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to requirement under section 134(3)(c) of Companies Act 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed.

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Energy Conservation Measures:

Your Company uses electric energy for its machineries installed at the work premises and office equipments at office premises. All possible measures have been taken to conserve energy by using latest technology, which is most efficient and conservative in absorbing the energy.

Foreign Exchange Earnings and Outgo:

1. Foreign Exchange Earned During the year :

Amount in Indian Rupees
Particulars 2014-15 2013-14
Exports 10,045,036 11,686,999
2. Foreign Exchange Outgo :
Repairs and Maintenance – Machinery 9,45,199 5,12,101
Interest on Buyer’s Credit - 1,03,221
Travelling Expense 6,16,940 7,64,149
Sales Commission – Export - 23928
Foreign Bank charges 23,142 62,097
Imports (CIF) 94,573,582 87,962,803

RISK MANAGEMENT POLICY

The Risk management policy of the company has been discussed in detail in the Management Discussion & Analysis Report which forms part of this directors’ report, attached with annual report. The attention of members is drawn to this fact.

PARTICULARS OF EMPLOYEE:

During the year, there were no employees, within the organization, who were in receipt of remuneration exceeding Rs. 60, 00,000/- p.a. or if employed for part of the year drawing remuneration in excess of Rs. 5, 00,000/- p.m, as prescribed.

MANAGERIAL REMUNERATION

The details under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows.

Ratio of Remuneration of Each Director to median remuneration of employees of the company 1. Mr. Paresh Vasani – 21.09 times
2. Mr. Chetan Panchal - Nil
3. Mr. Jayesh Shah - Nil
4. Ms. Madhu Kejriwal - Nil
Percentage increase in remuneration of each director, CFO, & CS 18.77% for CS. For others Nil
Number of Permanent employees on Roll of Company 65
Explanation on the relationship between average increase in remuneration and company performance. There is no increase in remuneration of key managerial persons during this financial year. Hence, the same clause is not applicable.
Market Capitalization of Company As on 31 March 2015 – Rs. 20,11,00,732/-
As on 31 March 2014 – Rs. 11,78,86,636/-
Price Earnings Ratio As on 31 March 2015 – (3.58)
As on 31 March 2014 – 42.50
Percentage Increase (Decrease) in Market Price of shares with at rate at which company came up with last public offer. 58.57% Decrease
Average Percentage Increase in salaries of employees other than managerial personnel & Managerial Personnel 15.64% Increase in other than managerial No Increase in managerial personnel
Comparison of Managerial Remuneration against performance of the company There has been no change in managerial remuneration during current year. While performance of company has improved in terms of improved profitability. However, net result is loss after adjustments of exceptional items.
Key Parameter for variable component of remuneration availed by the director There is no variable component in remuneration of any director
the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable

There is no employee who receives remuneration in excess of highest paid director.

The Board hereby confirms that remuneration paid to all managerial personnel is in accordance with the remuneration policy of the company.

LOANS, ADVANCES AND GUARANTEES

The detail of loans and advances by the company is given in note 12, 13 & 18 of financial statement. There is no guarantee given by the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There are no contracts or arrangements entered by the company with related parties at price other than arm’s length price. Hence, provisions of Section 188 of Companies Act, 2013 is not applicable. Details of related party transactions are given in Note no 28 of financial statements.

CORPORATE GOVERNANCE :

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Corporate Governance Report forms part of Director’ report.

The Details of board of directors, their composition and details of board meetings held during this year are given under Corporate Governance statement. Attention of members is drawn to this fact.

The Board has formed nomination and remuneration committee as required under section 178(1) of Companies Act, 2013. The composition of the same is given in Corporate Governance statement. Further, disclosures for Nomination and Remuneration Policy is given in annexure to this report, as required under 178 (3) of Companies Act, 2013.

The Board has constituted Audit Committee as required under section 177(1) of Companies Act, 2013. The Composition of the same has been disclosed in Corporate Governance report forming part of directors’ report. During the year, the Board has agreed to all recommendations of the audit committee.

The vigil mechanism for directors and employees have been set up and communicated to all employees. The extracts of whistle blower policy are given in Corporate Governance Statement.

A Certificate from the Practicing Company Secretaries regarding compliance of the conditions of the Corporate Governance is given in annexure, which is attached hereto and forms part of Directors’ Report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the Board confirms that no complaint / case has been filed / pending with the Company during the year

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company’s internal financial control systems are commensurate with the nature, size, and complexity of the businesses and operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and the follow up action are reported to the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not mandated to contribute for corporate social responsibility. However, the company will voluntarily contribute for social purpose if need arises.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the Shareholders, Investors and Readers/Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers, which has extended their full support to the Company. Further, Your Directors also keenly appreciate the dedication & commitment of the Employees of the Company.

FOR AND ON BEHALF OF THE BOARD,
Paresh Vasani Jayesh Shah
Date : 8 August 2015 Managing Director Director
Place : Ahmedabad DIN NO: 01376786 DIN NO: 02559296