Calcom Vision Ltd Directors Report.
Your Directors are pleased to present the 34th Annual Report on the operations of your Company together along with Annual Audited Accounts for the financial year ended 31st March, 2019.
The highlights of the standalone financial results of your Company along with previous years figures are as under:
(Rs. in Lacs)
|Particulars||Year ended March 31,2019||Year ended March 31,2018|
|Revenue from Operations||5232.28||2564.10|
|Profit Before Finance Charges, Depreciation, Tax and Exceptional Items||480.00||232.89|
|Profit/(Loss) Before exceptional items & tax||301.48||95.10|
|Profit/(Loss) after Tax||301.48||267.14|
|Profit/(Loss) after tax||301.48||267.14|
The Financial Statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).
During the year under review, the Total Sales of your Company were Rs. 5232.28 Lacs as against Rs. 2564.10 Lacs for the previous year. The Profit before financial charges and depreciation amounted to Rs. 480.00 Lacs as compared to Rs. 232.89 Lacs in the previous year. The Net Profit for the year was Rs. 301.48 Lacs as compared to Net Profit Rs. 267.14 Lacs during previous year.
Material Changes affecting Financial Position
There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2019 and the date of this Directors report i.e. July 27, 2019
As per proviso to Section 123 of the Companies Act read with Companies (Declaration and Payment of Dividend) Rules, 2014, no company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profits of the company for the current year. Therefore, the Board of Directors have not recommended any dividend for the year ended 31st March, 2019.
Transfer to Reserves
The Company has not transferred any amount to reserves during the year under review.
The Authorized Share Capital of the Company as on March 31, 2019 was Rs. 11,00,00,000/- (Rupees Eleven Crores only) comprising of 1,10,00,000 equity shares of Rs. 10/- each.
During the year under review, the Company has converted 72934 Nos of Zero Coupon Bonds into 2431155 Equity Shares of Rs.10 each at a premium of Rs.20 each on April 2, 2018 and the Paid-up Share Capital of the Company has increased from Rs.8,11,23,120/- to Rs.10,54,34,670/-
The Paid-up Capital of the Company as on March 31, 2019 was Rs. 10,54,34,670/- (Rupees Ten crores fifty four lakhs thirty four thousand six hundred seventy only) Comprising of 1,05,43,467 equity shares of Rs. 10/- each.
Employee Stock Option Plan
Your Company has an employee stock option plan viz. Calcom Vision Employees Stock Option Plan- 2018 in place. The Plan provides for grant of stock options aggregating not more than 5% of number of issued equity shares of the Company to eligible employees of the Company. The Plan is administered by the Compensation Committee constituted by the Board of Directors of the Company.
Details of options granted up to March 31, 2019 and other disclosures as required under SEBI (Share Based Employee Benefits) Regulations, 2014 are enclosed to this report as Annexure - XII.
The statutory auditors of your Company, M/s Suresh Chandra & Associates, Chartered Accountants, FRN 001359N have certified that the Employee Stock Option Plan of the Company has been implemented in accordance with the applicable SEBI Regulations and the resolution passed by the Members in this regard. A certificate to this effect shall also be placed before the members at the ensuing Annual General Meeting.
RESEARCH & DEVELOPMENT
The Research and Development Department of your Company has been providing useful support towards developing of new products and improving quality of existing products.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
Information relating to conservation of Energy, Technology Absorption etc., in terms of Section 134(3) (m) of the Companies Act, 2013 read with relevant rules is enclosed as per Annexure-I.
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.
Details in respect of adequacy of Internal Financial Controls with reference to the Financial statements
Your Company has adequate Internal Control Systems both financial and otherwise commensurate with the size and nature of its business. Corporate Policies, Management Information and well defined reporting systems form part of overall control mechanism.
There were no instances of known material financial fraud, that involve the Management or other employees who have a significant role in your Companys internal control systems.
Your Company believes that internal control is a necessary prerequisite of the principle of Governance and that freedom should be exercised within a framework of checks and balances. There is a strong and independent in- house Internal Audit department that is commensurate with the nature of the business and the size of its operations. Internal audit department is responsible for independently evaluating the adequacy of all internal controls, adherence to internal processes and procedures, regulatory and legal requirements. The internal audit function also carries out management self-assessment of adequacy of the Companys internal financial controls and operating effectiveness of such controls in terms of Companies Act, 2013.
The Audit Committee reviews the performance of the audit function, provides strategic guidance, reviews the key findings of the audit reports, meets your Companys Statutory Auditors to ascertain their views on the adequacy of internal controls, and ensures that the Board of Directors is fully informed of major observations. The Companys Management closely monitors the internal control environment and ensures that the recommendations are effectively implemented.
As on date of this report, the Board of Directors of your Company comprised of 8 (Eight) members with 1 (One) Executive Director and 7 (seven) Non-Executive Director out of which 4 (four) are independent.
Mr. Sushil Kumar Malik (DIN: 00085715) Chairman & Managing Director of the Company is an Executive Director.
Mr. Hamidullah Kabir Khan (DIN: 00029713), an Independent Director of the Company passed away on April 20, 2019 and accordingly ceased to be the Director of the Company with effect from that day.
Mr. Khan has been associated with the company since 1995 and has made valuable contribution during his tenure. Your Directors have placed their deep appreciation and gratitude for the contributions made by Mr. Hamidullah Kabir Khan during his long association with Company.
Mr. Mohinder Nayyar has resigned on August 11, 2018. The Board of Directors records its appreciation for the services rendered by Mr. Mohinder Nayyar during his tenure.
Mr. Anurag Goel (DIN: 00000007) was appointed as an Additional Director holding the position of Independent Director on the Board of Directors of the Company with effect from July 17, 2019. His term of office expires on the date of ensuing Annual General Meeting. The Company has received notice under Section 160 of the Companies Act, 2013 from a member proposing his candidature for being appointed as director of the Company. The brief particulars of Mr. Goel form part of the notice of the ensuing Annual General Meeting.
As per the provisions of Act, Independent Directors can be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolution proposing appointment of Mr. Anurag Goel as Independent Director of the Company, forms part of the notice of the ensuing Annual General Meeting.
Further, in terms of Section 152 of the Act and the Articles of Association of the Company, Ms Yuvika Bader (DIN: 07114760) is liable to retire by rotation at the ensuing Annual General Meeting. Ms. Yuvika Bader being eligible has offered herself for reappointment at the ensuing Annual General Meeting. Brief profile of Ms Bader is annexed to the Notice convening the Annual General Meeting.
KEY MANAGERIAL PERSONNEL
As on the date of this Report, Mr. Sushil Kumar Malik -Chairman & Managing Director, Mr. Pramod - Chief Financial Officer and Ms. Aayushi Jindal - Company Secretary are the Key Managerial Personnel ("KMP") of the Company, pursuant to the provisions of the Companies Act, 2013. Ms. Aayushi Jindal was appointed as Company Secretary during the year on August 11, 2018.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following Non-Executive Directors are categorized as Independent Directors of the Company: Mr. Bharat Bhushan Jain (DIN: 00241818), Mr. Om Prakash Sood (DIN: 06954639), Mr. Sunder Hemrajani (DIN: 01935048) and Mr. Anurag Goel (DIN: 00000007).
The Company has received declaration of independence from all the above-mentioned Independent Directors as per Section 149(7) of the Act, confirming that they continue to meet the criteria of independence.
EVALUATION OF THE BOARDS PERFORMANCE
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Meetings of the Board of Directors
During the year 5 (Five) Board Meetings were held on May 30, 2018, August 11, 2018, October 27, 2018, February 2, 2019 and March 30, 2019. The intervening gap between the two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.
Committees of the Board of Directors
The Company has the following committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. A detailed note on the same is provided under the Corporate Governance Report forming part of this Annual Report.
1. Audit Commit tee
The Audit Committee met 4 (four) times during the financial year 2018-19, viz. on May 30, 2018, August 11, 2018, October 27, 2018 and February 2, 2019. The Committee, as on March 31, 2019, comprised of Dr. Om Prakash Sood (Chairman), Mr. Bharat Bhushan Jain, Mr. Sushil Kumar Malik, Mr. Ajay Kumar Singhal, Mr. Sunder Hemrajani and Mr. Hamidullah Kabir Khan.
Mr. Hamidullah Kabir Khan ceased to be a member of the Committee effective from April 20, 2019 due to his sudden death.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee met 3 (three) times during the financial year 2018-19, viz. on July 30, 2018, August 11, 2018 and March 30, 2019. The Committee, as on March 31, 2019, comprised of Mr. Bharat Bhushan Jain (Chairman), Dr. Om Prakash Sood, Mr. Sushil Kumar Malik and Ms. Yuvika Bader.
3. Stakeholders Relationship Committee:
The Committee met 4 (four) times during the financial year 2018-19, viz. on May 30, 2018, August 11, 2018, October 27, 2018 and February 2, 2019. The Committee, as on March 31, 2019, comprised of Mr. Om Prakash Sood (Chairman), Mr. Bharat Bhushan Jain and Mr. Sushil Kumar Malik.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts, the applicable Indian accounting standards (Ind AS) have been followed.
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.
iii) The directors have 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.
iv) The directors have prepared the annual accounts on a going concern basis.
v) 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.
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
As per the provisions of the Act and the SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at http://www.calcomindia.com/
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties.
This Policy specifically deals with the review and approval of material related party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All related party transactions are placed before the Audit Committee for review and approval.
All related party transactions/ arrangements that were entered into during the financial year were at an arms length basis and were in Ordinary Course of business.
The Particulars of contracts or arrangements with the related parties as required under Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure- II in Form AOC 2.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
During the year under review, the Company has no Subsidiaries, joint venture(s) or associate(s).
CODE OF CONDUCT
In Compliance with the Listing Regulations and Companies Act, 2013, the Company has framed and adopted a Code of Conduct and Ethics ("the Code"). The Code is applicable to the members of the Board, the executive officers and all employees of the Company. The Code is available on the website, at http://www.calcomindia.com
All members of the Board, the executive officers and senior officers have affirmed compliance to the Code as on March 31, 2019. The confirmation from the CEO & MD of the Company regarding compliance with the Code of Conduct by all the Directors and Senior Management is annexed as Annexure VIII and forms part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Code. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the chairperson of the audit committee in exceptional cases. During the year, the whistleblower policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 ("the insider trading regulations"), enabling employees to report any violations under the insider trading regulations and leak of Unpublished Price- Sensitive information (UPSI).
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has requisite policy for Prevention of Sexual Harassment, which is available on the website of the Company at www.calcomindia.com The comprehensive policy ensures gender equality and the right to work with dignity. An Internal Complaints Committee has been constituted as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported to the Committee during the year under review.
PREVENTION OF INSIDER TRADING
During the year, the company has amended the Code of Conduct on insider trading in the line with the SEBI (Prohibition of Insider Trading) (Amendment) Regulation, 2018. This policy includes policy and procedures for inquiry in case of leak of UPSI.
STATUTORY AUDITORS AND AUDITORS REPORT
Pursuant to Sections 139 & 142 of the Act, M/s Suresh Chandra & Associates, Chartered Accountants (Firm Registration No. 001359N), were appointed as the Statutory Auditors of the Company at 33rd Annual General Meeting ("AGM") held on September 29, 2018 for a period of five years i.e. till the conclusion of the 38th AGM of the Company. Pursuant to an amendment in Section 139 of the Companies Act, 2013 effective May 7, 2018, there is no requirement of annual ratification of such appointment and hence the same is not being put up for shareholders approval in the ensuing AGM.
There are no audit qualifications, reservations, disclaimers or adverse remarks or reporting of fraud in the Statutory Auditors Report given by M/s Suresh Chandra & Associates, Statutory Auditors of the Company for the financial year 2018-19 as annexed in this Annual Report.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act, your Company had appointed M/s Narender& Associates, Company Secretaries (CP No.16690) as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2018-19. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the FY 2018-19 is annexed to this report as Annexure - III.
There are no audit qualifications, reservations, disclaimers or adverse remarks in the said Secretarial Audit Report. Further, your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year, as per agreed audit plan. During the year under review, Mr. V. Arunajatesan was reappointed as Internal Auditors for conducting the Internal Audit of key functions and assessment of Internal Financial Controls etc.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at March 31, 2019 (MGT-9) is enclosed as Annexure - IV to this report and is also available on the Companys website viz.www.calcomindia.com
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure V.
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
MANAGEMENT DISCUSSION AND ANALYSIS
A report in the form of Management Discussion and Analysis pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as a part of this report is annexed hereto as Annexure-VI.
A separate section on Corporate Governance forming part of the Directors Report and the certificate from the auditors of the Company confirming the compliance of pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015is included in the annual report as Annexure-VII.
A Certificate has been given by the Chairman & Managing Director and Chief Financial Officer to the Board, as per requirement of Regulation 17(8) read with Part B, Schedule II of the Listing Regulations is attached to the report.
RISK MANAGEMENT POLICY
The Company has adopted a comprehensive risk management policy covering processes for identification and mitigation of all potential risks to suit the business requirements of the Company.
Your Directors would like to place on record their appreciation of the contribution made by its management and its employees who through their competence and commitment have enabled the Company to achieve impressive growth. Your Directors acknowledge with thanks the co-operation and assistance received from various agencies of the Central and State Governments, Financial Institutions and Banks, Shareholders, Joint Venture partners and all other business associates.
|For and on behalf of the|
|Board of Directors|
|Place: New Delhi||Chairman & Managing Director|
|Date: 27.07.2019||DIN: 00085715|
ANNEXURE - I
ANNEXURE TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2019
Particular required under the Companies (Accounts) Rules, 2014 of Companies Act, 2013.
A. CONSERVATION OF ENERGY
Energy Conservation Measures Taken
(i) Shifts timings are adjusted in a manner to maximize output during day time to save energy consumption, resulting in low power costs.
(ii) Centralize Air Cooler installed in whole production area to reduce the nos of Coolers and the electricity consumption. (iii) Saving of energy have been done by replacing old and inefficient machineries and parts, like compressor etc.
B. TECHNOLOGY ABSORPTION
(a) Research & Development
(i) Specific area in which R&D is carried by the company.
Design and development of Lighting Electronic Products helps in conserving energy not only for us but for all the users of our products. Your company is now focusing mostly on LED products.
(ii) Benefits derived as a result of the above R&D.
"Your company is now technically more capable of developing various kinds of Electronic items as per our customer requirement.
"Has resulted in increased market share with reduced costs. This has helped the Company in negotiating orders with more Original Equipment Manufacturers.
(iii) Future Plan of Action
The Company has received another order from OSRAM Germany for developing Linear LED Lights in the field of Specialty Lighting both in Professional and Entertainment areas. This product will be manufactured for global requirements of Osram Germany.
|(iv) Expenditure on R & D||(Rs. In Lacs)|
|a) Deferred Revenue||--|
|b) Current Year||20.07|
|(b) Technology Absorption, Adoption & Innovation|
|(i) Efforts, in brief, made towards the technology adoption and innovation.||None|
|(ii) Benefits derived||N.A|
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
|Current Year||Previous Year|
|Foreign Exchange earned (Rs. in Lacs)||130.28||70.85|
|Foreign Exchange used (Rs. In Lacs) (for import of components and capital equipments)||1392.39||784.49|