| Dear Members,
The Directors have pleasure in presenting their Fifteenth Annual
Report on the business and operations of the Company together with the
Audited Financial Statements for the year ended 31st March, 2015.
1. Financial Highlights (Standalone and Consolidated)
The financial highlights of the year under review is as below:
(Rs, in Lacs)
Sr Standalone Consolidated
No.
Particulars 31.03.2015 31.03.2014 31.03.2015 31.03.2014
1. Income from
operations - 2429.11 201.00 2443.76
2. Other Income 394.75 105.67 394.75 105.67
3. Net Total
Income (1 2) 394.75 2534.77 595.75 2549.43
4. Employee
Benefit
Expenses 104.72 968.40 123.24 970.54
5. Other
Expenses 101.71 1013.29 143.59 1021.52
6. EBIDTA 188.32 553.09 328.92 557.37
Less:
Interest
and Finance
7. 0.17 2.48 0.25 2.51
charges
8. Less:
Depreciation 184.08 291.84 184.08 291.84
9. Profit
before Tax
(6-7-8) 4.07 258.77 144.59 263.03
10. Provision
for Tax 2.58 52.09 2.58 52.09
Less: MAT
Credit
Entitlement - (25.07) - (25.07)
Deferred Tax - 71.23 - 71.23
11. Net Profit
after tax
(9-10) 1.49 160.52 142.02 164.78
12. Extra Ordinary
Items - - - -
Net Profit/
(Loss) for
period
13. 1.49 160.52 142.02 164.78
(11-12)
14. Less: Minority
Interest - - - -
Paid up Equity
Share Capital
15. 3102.14 3102.14 3102.14 3102.14
(Face value
2/- per
share)
16. Earnings Per
Shares
(Basic) 0.00 0.10 0.09 0.11
2. DIVIDEND:
Your Directors is of the opinion that the company does not have
sufficient profits to issue Dividend in the Current Year and therefore
have not recommended any Dividend for the year under consideration.
3. AMOUNTTRANSFERREDTO RESERVES:
The Board of the Company has proposed to retain INR 628.46 Lakhs in the
profit and loss account and no amount is transferred to General
reserves for the financial year 2014 - 2015.
4. BUSINESS OUTLOOK:
Commix Technology Limited ("COM M EX") has successfully capitalized and
transformed itself from being a mere solution and service provider in
the Information Technology domain.
With a clear focus on business and technology, Commix has efficiently
harnessed its decades of exposure in the IT space, the domain expertise
developed and acquired by it through its various approach plans for
inorganic growth. Your Company has successfully developed a
state-of-the-art solution suite addressing markets in the country.
Commix continues to invest in the research and development of cutting
edge IT products for its various initiatives. The in-house technology
bandwidth and the domain expertise are critical success factors for the
various initiatives undertaken by the company.
5. PERFORMANCE REVIEW (CONSOLIDATED BASIS):
On consolidated basis, revenue from operations decreased by 91.77% from
IN R 2443.76 Lakhs to INR 201 Lakhs. Operating EBIDTA (Earnings Before
Interest, Taxes, Depreciation and Amortization) decreased 40.77% from
IN R 554.87 to IN R 328.67 Lakhs. Profit Before Tax (PBT) decreased by
45.03 % from INR 263.03 Lakhs to INR 144.59 Lakhs. Profit After Tax
(PAT) decreased by 13.82% from IN R 164.78 Lakhs to IN R 142.01 Lakhs.
6. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year under review, there was no change in the business
carried on by the Company or its subsidiaries.
7. SUBSIDIARY AND ASSOCIATE COMPANIES:
- As on 31st March, 2015 the company has the following
subsidiaries/associate companies
Subsidiary Companies:
1. M/s. IT Capital Services Pvt. Ltd.
2. M/s. Orient Information FZ-LLC-UAE
Associate company:
1. M/s. Universal Commodity Exchange Limited
- There has been no material change in the nature of the business of
the subsidiaries and associate companies.
- Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing salient features of the financial
statements of the Company's subsidiaries and associate companies in
Form AOC-1 is attached to the financial statements of the Company.
8. CHANGES IN SHARE CAPITAL:
During the year under review, there was no change in the Authorized or
Paid up Share Capital of the Company.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
As required by Section 134 (5) of the Companies Act, 2013 the Directors
hereby state that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
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 as at 31st March, 2015 and profit for the year ended on
that date;
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. the accounts have been prepared for the financial year ended 31st
March, 2015 on a going concern basis;
e. Internal Financial Controls to be followed by the Company have been
laid down, and the said Internal Financial Controls are adequate and
are operating effectively and;
f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and are operating effectively.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 149 of the Companies Act, 2013,
which came into effect from April 1, 2014, Mr. Jayant Mitra (DIN:
008010211) and Mr. Yeshwant Divekar (DIN: 01574821) were appointed as
independent directors at the annual general meeting of the Company held
on 30th September, 2014. The terms and conditions of appointment of
independent directors are as per Schedule IV of the Act. They have
submitted a declaration that each of them meets the criteria of
independence as provided in Section 149(6) of the Act and there has
been no change in the circumstances which may affect their status as
independent director during the year.
Pursuant to the provisions of Section 149 of the Companies Act, 2013 of
the Act Ms. Kavita Pawar (DIN: 02717275) was appointed as Woman
Director/Additional Director of the Company. She is Commerce Graduate
and have rich experience in the field of Finance. The resolution
seeking approval of the Members for the appointment of Ms. Kavita Pawar
have been incorporated in the notice of the forthcoming annual general
meeting of the Company along with brief details about her. The Company
has received a notice under Section 160 of the Act along with the
requisite deposit proposing the appointment of Ms Kavita Pawar.
Pursuant to the provisions of Section 203 of the Act, which came into
effect from April 1,2014, the appointment of Mr. Ajay Raut, Chief
Financial Officer and Ms. Neha Rushi, Company Secretary as key
managerial personnel of the Company were formalised. Ms. Sweta Khemka
stepped down from the position of Company Secretary during the year and
Board places on records its appreciation of the invaluable contribution
and guidance provided by her.
11. DISCLOSURE OF PECUNIARY RELATIONSHIP:
There was no pecuniary relationship or transactions of the
non-executive directors vis-a vis the company during the year. Also, no
payment, except sitting fees, was made to any of the non-executive
directors of the Company. No convertible instruments are held by any of
the non-executive directors of the Company.
12. STATEMENTON DECLARATION BYINDEPENDENTDIRECTOR:
Mr. Jayant Dolatrai Mitra and Mr. Yeshwant Jaywant Divekar, Independent
Directors of the Company have given their respective declaration as
required under Section 149(7) of the Companies Act, 2013 to the effect
that they meet the criteria of independence as provided in Section
149(6) of the Companies Act, 2013 which were taken on record by the
Board.
13. NUMBEROFMEETINGSOFTHE BOARD:
During the financial year 2014-15, eight meetings of the Board of
Directors were held. For details of the Board meetings please refer to
the Corporate Governance forming part of the Board's Report.
14. STATEMENTON ANNUAL EVALUATION OF BOARD, COMMITTEE AND ITS
DIRECTORS:
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of Section 134 (3) (p) of the Companies Act, 2013 read with
Rule 8(4) of The Companies (Accounts) Rules, 2014 and the corporate
governance requirements as prescribed by Securities and Exchange Board
of India ("SEBI") under Clause49 of the Listing Agreements
("Clause49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, transparency, adhering to good corporate
governance practices etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the 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, leadership quality, attitude, initiatives decision making,
commitment, achievements etc. In addition, the Chairman was also
evaluated on the key aspects of his role.
In a separate meeting of independent Directors on 29th March, 2015,
performance of non- independent directors, performance of the board as
a whole and performance of the Chairman was evaluated, taking into
account the views of executive directors and non- executive directors.
The meeting also assessed the quality, quantity and timeliness of flow
of information between the company management and the board that is
necessary for the board to effectively and reasonably perform its
duties.
15. NOMINATION AND REMUNERATION POLICY:
In terms of Section 178 (3) of the Companies Act, 2013 and Clause 49 IV
of the listing agreement entered in to with the stock exchange, a
policy on Nomination and Remuneration of Directors and Senior
Management Employees including, inter alia, criteria for determining
qualifications, positive attributes and independence of directors was
formulated by the Nomination and Remuneration Committee and adopted by
the Board of Directors at their respective meetings held on 14th
November, 2014 The said policy is annexed as Annexure A to the Board's
Report. The said policy is also posted on the website of the Company
www.commextechnology.com and its web link is:
http://www.commextechnology.com/download/policy/
nomination_and_remuneration_pol icy_commex.pdf
16. INTERNAL FINANCIAL CONTROLS:
The Company has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of fraud and errors, the accuracy and completeness of the
accounting records and timely preparation of reliable financial
disclosures.
17. AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
18. AUDITORS:
Statutory auditors
M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai retire at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
Secretarial Auditors
SG & Associates, Practicing Company Secretaries from Mumbai was
appointed to conduct the secretarial audit of the Company for the
financial year 2014 - 2015, as required under Section 204 of the
companies Act, 2013 and rules made there under.
19. SECRETARIAL AUDIT REPORT:
In terms of Section 204 (1) of the Companies Act, 2013, a Secretarial
Audit Report is annexed as Annexure B of the Directors' Report.
20. EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION/
RESERVATION/ ADVERSE REMARK/ DISCLAIMER MADE IN AUDITORS' REPORT AND
SECRETARIAL AUDITORS' REPORT:
- The auditors' have given a qualification on MAT Credit and on the
same the Board of Directors of the Company would like to state that the
Company was not able to pay tax for the year 2012-2013 and the Company
is in process of reversing the MAT credit in the Current financial Year
i.e. 2015-2016.
- Secretarial auditors' report does not contain any qualifications,
reservations or adverse remarks.
21. RISK MANAGEMENT:
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. During the year, your
Company has set up a new Risk Management Committee in accordance with
the requirements of Listing Agreement to monitor the risks and their
mitigating actions. During the year under review, no risk threatening
the existence of the Company was identified.
22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
23. TRANSACTIONS WITH RELATED PARTIES:
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. Information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Annexure C in Form
AOC-2 and the same forms part of this report.
The Board of Directors of the Company had formulated a policy on
related party transactions and materiality of Related Party
Transactions on 14th November, 2014 in terms of Clause 49 of the
listing agreement. The said policy is posted on the website of the
Company, www.commextechnology.com and its web link is:
- http://www.commextechnology.com/dovvnload/policy/ Policy
for_determining_material_subsidiary_oUhe.pdf
- http://www.commextechnology.com/download/
policy-on-related-Party-transaction-and-materiality-of-related-Party-
transaction.pdf
24. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in "Annexure D" of this report
in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The said policy is posted on the
website of the Company, www.commextechnology.com and its web link is:
http://www.commextechnology.com/download/
policy_on_corporate_social_responsibility.pdf
25. EXTRACT 0F ANNUAL RETURN:
An extract of Annual Return in Form MGT 9 for the Financial Year 2014 -
2015 has been enclosed as "Annexure E" forming part of the Board's
Report.
26. PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
i. Employee of the Company employed throughout the financial year, who
was in receipt of remuneration for that year which, in the aggregate,
not less than rupees sixty lakhs: NIL
ii. Employee of the Company employed for a part of the financial year,
who was in receipt of remuneration for any part of that year, at a rate
which, in the aggregate, was not less than five lakh rupees per month:
NIL
iii. Employee of the Company employed throughout the financial year or
part thereof, who was in receipt of remuneration in that year which, in
the aggregate, or as the case may be, at a rate which, in the
aggregate, is in excess of that drawn by the managing director or
whole-time director or manager and holds by himself or along with his
spouse and dependent children, not less than two percent of the equity
shares of the company:
NIL. Further Managing Director of the Company is not getting any
commission from the Company or from any of its subsidiaries.
iv. Ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Non-executive Directors Ratio of Median remuneration
Jayant Mitra 8.88
Yeshwant Divekar 8.88
v. Percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year:
- Neha Rushi, Company Secretary-N A
- AjayRaut, Chief Financial Officer -NA
vi. Percentage increase in the median remuneration of employees in the
financial year:
There was 18.74 % increase in the median remuneration of the employees
for the reporting period.
vii. Number of permanent employees on the rolls of company: 4
viii. The explanation on the relationship between average increase in
remuneration and Company performance:
On an average individual increments varied from 4% to 5%, based on
individual performance. The increase in remuneration is in line with
the market trends in India.
ix. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Aggregate remuneration of key managerial personnel 7.31
(KMP)inFY15(INRinLacs)
Revenue (INR in Lacs) 0
Remuneration of KMPs (as % of revenue) 0
Profit before Tax (PBT) (INR in Lacs) 4.07
Remuneration of KMP (as % of PBT) (179.61%)
x. Variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year:
Particulars 31st March, 2015 31st March, 2014 % Change
Market
Capitalization
(in Lakhs) 2016.39 22102.75 (90.89%)
price Earnings
Ratio 0 142.5 (100%)
xi. Percentage increase or decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer:
Initial public offer was in the year 2000 at INR 10 and face value of
share was 10. Later in the year 2006 there was splitting of shares and
the face value of the share was INR 2. Thus % change is calculated
accordingly:
Rate at which equity shares
Particulars 31st March, 2015 were offered at Initial Public % Change
Offer
Market
Price
(BSE) 1.30 2 (35%)
xii. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 17 %.
There was no increase in the managerial remuneration for the year.
xiii. Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
SwetaKhemka
AjayRaut- NehaRushi-
Mr, Company
Chief Company
Secretary
Ketan Secretary
Sheth Fincial (01/04/2014 to (w.e.f
September,
0ffiCer 09/07/2014 2014)
Remuneration
in the Financial
Year 2014 - 1 3.5 2.06 1.75
2015 (INR in
Lakhs
Revenue (INR in
Lakhs) 0
Remuneration
as % of 0 0 0 0
Revenue
Profit before
Tax(PBT) (INR
in 4.07
Lakhs)
Remuneration
as % of PBT 0 85.99 50.61 42.99
PBT
xiv. The key parameters for any variable component of remuneration
availed by the directors:
There are no variable components in remuneration to the Directors.
xv. 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:
None.
xvi. Affirmation that the remuneration is as per the remuneration
policy of the Company:
The Company affirms remuneration is as per the remuneration policy of
the Company.
27. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
VOTING RIGHTS:
During the year under review, the Company has not issued any shares
with differential voting rights.
28. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME:
During the year under review, no option under 'Employee Stock Option
Scheme' was granted or vested to any employee or directors of the
Company.
29. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
During the year under review, the Company has not issued any Sweat
Equity Shares.
30. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have not been any material changes and commitment affecting the
financial position of the Company during the financial year 2014-15.
31. DISCLOSURE REQUIREMENTS:
- Pursuant to the provisions of Schedule IV to the Companies Act, 2013
("the Act") and Clause 49 of the Listing Agreement, Terms and
Conditions for Appointment of Independent directors are posted on the
website of the Company www.commextechnology.com and its web link is:
http://www.comme)dech nology.com/download/polity/terms_ and_ condta
- Details of the familiarization programmer of the Independent
directors is posted on the website of the
Companywww.commextechnology.com and its web link is:
http://wvvw.commextechnology.com/download/polity/
familiarisation_programmejorjndependent_directors.pdf
- Whistle Blower Policy/ Vigil Mechanism: The Company has established a
Vigil Mechanism for directors and employees to report genuine concerns.
The vigil mechanism provide for adequate safeguards against
victimization of person who use Vigil Mechanism and also provide for
direct access to the Chairman of the Audit Committee in appropriate and
exceptional cases. The details of Vigil Mechanism is displayed on the
website of the Company www.commextechnology.com and its web link is
http://wvvw.commextechnology.conn/download/
poliCY/whistle%20_blower_policy_vigiLrnechanism.pdf
- The policy for determining material subsidiary of the company
pursuant to revised Clause 49 of the Listing Agreement is posted on the
website of the Companywww.commextechnology.com and its web link is:
http://www.commextechnology.Com/download/
policy-for-determining-material-subsidiary-of-the-pdf
- Policy on dealing with related party transactions is posted on the
website of the Company www.commextechnology.com and its web link is:
http://www.com mextechnology.com/download/
policy/policy_on_relatBd_party_transaction_and_materiality_
of_related_party_transaction.pdf
- As per Clause 49 of the Listing Agreement entered into with the Stock
Exchange, Corporate Governance Report with auditors' Certificate and
Management Discussion and Analysis are attached, which forms part off
this report.
32. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the Balance Sheet.
33. INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS)
RULES, 2014 - CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
a) Conservation of Energy:
The activities of your company require minimal energy consumption and
every endeavor has been made to ensure the optimal use of energy, avoid
wastage and conserve energy as far as possible.
b) Technology Absorption:
The activities of the Company at present do not involve technology
absorption and research and development.
c) Foreign exchange earnings and outgo:
The details of Foreign exchange earnings and outgo are detailed in Note
No. 22 forming part of Accounts.
34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY'S OPERATIONS IN FUTURE:
During the period under review, no order had been passed by the
regulators/ courts or tribunals which have an effect on the going
concern status of the company and its operations.
35. FRAUD REPORTING (REQUIRED BYTHE COMPANIES AMENDMENT BILL, 2014) IF
ANY:
During the period under review, there was no fraud reporting in the
company.
36. DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER AMENDED
CLAUSE 5AOF THE LISTING AGREEMENT:
Aggregate
number of Number of Number of Aggregate number
shareholders
and the shareholders who shareholders to of shareholders
outstanding
shares approached the whom shares and the outstanding
lying in the
Unclaimed issuer for
transfer were transferred shares lying in the
Suspense
Account at of shares from from the Unclaimed Suspense
the beginning the
of the Unclaimed Unclaimed Account
year Suspense Account Suspense at the end of the
during the year Account year
during the year
NIL NIL NIL NIL
37. IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013:
The Company is not required to constitute Internal Complaints Committee
of the Company under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 as the permanent
employees are less than 10. Further there are no instances of Sexual
Harassment of Women under the said Act has been reported to the
Company.
38. EMPLOYEE RELATIONS:
The relations of the management with staff and workers remained cordial
during the entire year.
39. ACKNOWLEDGEMENT:
The directors thank the Company's employees, customers, vendors,
investors and academic institutions for their continuous support.
The directors also thank the government of various countries,
government of India, the governments of various states in India and
concerned government departments / agencies for their co-operation.
The directors appreciate and value the contributions made by every
member of the Commix family.
On behalf of the Board of Directors
Sd/-
Ketan Sheth
Chairman and Managing Director
Date: 02/09/2015
Place: Mumbai
|