| Dear Members,
The Directors have pleasure in presenting the THIRTY SECOND ANNUAL
REPORT along with the Audited Accounts for the year ended 31.03.2015.
FINANCIAL RESULTS:
The performance during the period ended 31st March, 2015 is as under:
(Amount in Lakhs)
Sl.No Particulars 2014-15 2013-14
1 Gross Income 2954.79 3938.31
2 Profit Before Interest and Depreciation -211.35 283.37
3 Finance Charges 97.33 96.50
4 Gross Profit -308.68 186.87
5 Depreciation and Amortisation expenses 56.62 44.79
6 Net Profit Before Tax -365.30 142.08
7 Provision for Tax 26.76 64.85
8 Profit After TaX -338.54 77.23
9 Balance of Profit brought forward 511.07 77.23
10 Adjustment on account of Assets 7.86 0.00
11 Balance available for appropriation 164.67 433.84
12 Surplus carried to Balance Sheet 164.67 511.07
OPERATIONS:
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.
DIVIDENDS:
Since the Company needs the funds for future expansion of business
therefore it is not in a position to declare dividends.
CAPITAL:
The present paid-up capital of the Company is Rs.3,52,05,240/- 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.
LISTING PARTICULARS:
As required by Clause 32 of the Listing Agreement with the stock
exchange, a cash flow statement is appended.
As per the revised Clause 49 of the Listing Agreement, a Report on
Corporate Governance is attached to this report.
DIRECTORS:
The Board of Directors of the Company consists of 7 Directors, of whom
2 are Non-Executive Independent Directors, 3 Non-Executive Directors, 1
Non - Executive Women Director and 1 Executive Director. The Directors
Mr.Kanwaljeet Singh Bawa and Mr.Chennoth Divakara Prabhu Rajendran
retire by rotation and are eligible for re appointment in the coming
Annual General Meeting.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
NUMBER OF BOARD MEETINGS HELD AND THE DATES ON WHICH HELD
Since the commencement of the financial year 2014-2015, a total of 7
Board meetings were held on the following dates viz. 29.05.2014,
12.08.2014, 13.11.2014, 23.01.2015, 12.02.2015, 18.02.2015 and
26.03.2015. The maximum time gap between two board meetings was not
more than four calendar months.
AUDITORS:
M/s.Brahmayya and Company, Chartered Accountants, Bangalore, Auditors
of the Company retires at the conclusion of this Annual General Meeting
and are eligible for re-appointment. Auditors have confirmed their
willingness to continue in office, if reappointed.
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) Rules,2014 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:
2014-15 2013-14
(Rs. Lacs) (Rs. Lacs)
I. Foreign exchange earned 29.92 124.35
ii. Foreign exchange used 1.37 1.88
iii. Foreign exchange used for import of 162.02 279.92
Capital Goods, Raw Materials etc.
iv. Foreign exchange for export of goods 59.05 129.94
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 31"
March, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b) they 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.
CORPORATE GOVERNANCE:
Pursuant to revised Clause 49 of Listing Agreement with BSE Limited a
Management discussion and Analysis report, Corporate Governance Report
and Auditor's Certificate regarding compliance of conditions of
corporate governance are made as a part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not fall under the purview of section 135 of the
Companies Act, 2013 during the financial year 2014-15.
VIGIL MECHANISM:
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.
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. The details are
annexed as per Form AOC-2 .
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.
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.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 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:
Sl. Name Designation Remuneration Remuneration
No. paid paid
FY2014-15 FY2013-14
Rs. in lakhs Rs. in lakhs
1 Mr.Ramesh Chandra Managing
Bhavuk Director (KMP) 14.87 14.87
2 Mr.S.Gopala Krishnan (CFO - KMP) 8.85 7.79
3 Ms.Pooja Jain (CS - KMP) 0.11 -
Sl. Name Increase in Ratio/Times
No. remuneration per Median of
from previous Employee
year Remuneration
1 Mr.Ramesh Chandra - 13
Bhavuk
2 Mr.S.Gopala Krishnan 1.06 7
3 Ms.Pooja Jain - -
ACKNOWLEDGMENTS:
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.
ON BEHALF OF THE BOARD OF DIRECTORS
Place: BENGALURU
Date : 13/08/2015 CHAIRMAN
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