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    PCS Technology Ltd.

    Directors Report



    Market Cap.(`) 24.32 Cr. P/BV 0.50 Book Value (`) 23.34
    52 Week High/Low ( ` ) 35/10 FV/ML 10/1 P/E(X) 8.64
    Book Closure 26/09/2018 EPS (`) 1.34 Div Yield (%) 0.00
    You can view full text of the latest Director's Report for the company.
    Year End :2016-03

    The Members,

    PCS TECHNOLOGY LIMITED

    The Directors of the Company are pleased to present you the 35th Annual Report of the Company along with the statement of Audited Financial Statements for the financial year ended 31st March 2016.

    FINANCIAL RESULTS

    Key highlights of standalone Financial Results of the Company for the financial year 2015-16 are tabulated below:

    (Rs. In lakhs)

    Particulars

    Financial Year ended 31.03.2016

    Financial Year ended 31.03.2015

    Net sales and services

    6,323

    10,046

    Gross Profit

    810

    972

    Depreciation

    111

    105

    Profit for the year from Operations

    699

    867

    Corporate Social Responsibility Expense

    5

    10

    Provision for Taxation (Net)

    140

    312

    Profit for the year / available for Appropriation

    554

    545

    Balance of Profit/(Loss) available in Balance Sheet

    1,983

    1,545

    OPERATIONS

    During the year under review, your Company has achieved Net Sales of Rs. 6323 lakhs as against Rs. 10046 lakhs in the previous year.

    In the current year, the Company did not solicited computer hardware business and this had the impact on the total sales and services. However, the Company has maintained the level of the Profit for the year.

    Adequacy of Internal Financial Control: The Company has in place adequate internal control procedures commensurate with the size of the Company and the nature of its business.

    SCHEME OF AMALGAMATION AND ARRANGEMENT

    Pursuant to the Scheme of Amalgamation and Arrangement between PCS International Limited, Mauritius (‘PIL Mauritius’ or ‘the Transferor Company’) and PCS Technology Limited (‘PTL’ or ‘the Company’ or ‘the Transferee Company’) and their respective Shareholders under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, (“the Scheme”) sanctioned by the Hon’ble High Court of Bombay vide its order dated 8th May, 2015 and the approval of the Registrar of Companies, Mauritius for the removal of the name of “PCS International Limited” Mauritius (PIL) from their record on 3rd June, 2015, the Wholly Owned Subsidiary Company PIL Mauritius merged with the “PCS Technology Limited” (“the Company”) with effect from April 1, 2014 (“the appointed date”). The Scheme came into effect on 18th June, 2015, the day on which the Company has filed the Bombay High Court order with the Registrar of Companies, Pune and pursuant thereto the entire business and all the assets and liabilities, duties and obligations of PIL, Mauritius have been transferred to and vested in the Company with effect from 1st April, 2014. As the amalgamating company i. e. PIL Mauritius was Wholly Owned Subsidiary Company, no equity shares were exchanged to effect the amalgamation in respect thereof.

    According to the aforesaid Scheme of Amalgamation and Arrangement, the difference between the value of net assets and liabilities of the PIL, Mauritius taken over and cancellation of inter-company balances by the Company and after adjusting for certain stressed assets of the Company totaling to Rs.6387.22 lakhs have been charged to the Security Premium, Capital Reserve and General Reserves aggregating to Rs. 5737.19 lakhs in the same sequence netting off the current and deferred tax credit of Rs. 650.03 lakhs. The necessary entries in the books of accounts of the Company have been made to this effect in current financial year. EXTRACTS OF ANNUAL RETURN

    In accordance with sub-section (3) of Section 92 in the Form MGT 9 of the Companies Act, 2013, an extracts of the Annual Return in prescribed format is annexed and marked as Annexure 1 to the Board’s Report.

    DIVIDEND

    In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for the financial year ended 31st March 2016. RESERVES

    Since the Company do not recommend any dividend, it is not required to transfer any amount to the General Reserve of the Company for the year under review. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITIONS OF THE COMPANY

    There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

    ANNUAL PERFORMANCE EVALUATIONS

    The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/ Committee Governance.

    Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors

    The criteria for performance evaluation as laid down by the Nomination Committee, are mentioned in Corporate Governance attached to the Directors’ Report of the Company.

    DIRECTORS

    Retirement by Rotation

    As per Article 135 of the Articles of Association of the Company, Mr. A. K. Patni (Din- 00014194), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment on the Board of your company.

    Declaration given by Independent Director

    The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that he/she meets criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

    None of the independent directors are due for re-appointment.

    Board and Audit Meetings

    During the year under review, four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

    Remuneration Policy

    The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes including independence of a directors of the Company.

    The Remuneration Policy is stated in the Corporate Governance Report.

    COMMITTEES OF THE BOARD

    Currently, the Board has four Committees, the Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee (CSR Committee). The Composition of each of the committee is mentioned in the Annexure 2 of the Boards’ Report. STATUTORY AUDITOR

    Mr. S. C Bandi of Messrs S.C Bandi & Co. , Chartered Accountants (registration no. 130850W), Mumbai, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM and are eligible for re-appointment. Members of the Company at the AGM held on 17 September, 2014 had approved the appointment of Messrs S.C Bandi & Co as the Statutory Auditors for a period of two financial years i.e., up to 31 March, 2017. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM

    SECRETARIAL AUDITOR

    Mr. Bhavesh Desai of M/s. B. Desai & Associates, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit report for FY 2015-16 forms part of the Annual report as Annexure 3 to the Board’s Report.

    SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

    There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations. DIRECTORS’ RESPONSIBILITY STATEMENT

    Pursuant to sub-section (3C) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

    1 In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

    2 Appropriate accounting policies have been selected and applied consistently and have 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, 2016 and of the profit of the company for the said year;

    3 Proper and sufficient care has been taken 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;

    4 Annual Accounts have been prepared on a going concern basis.

    5 Internal Financial controls are followed by the Company in adequate manner and are operating effectively.

    6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

    CORPORATE SOCIAL RESPONSIBILITY (CSR)

    In view of the provisions relating to CSR contained in new Companies Act, 2013, the Board of Directors of your Company has set up a CSR Committee comprising four directors viz. Mr. G M Dave, a Non-Executive Independent Director, Mr. G. K. Patni, Non-Executive Director, Mr. A. K. Patni, Non-Executive Director and Mr.

    H. C. Tandon, Managing Director and CEO of the Company. The Committee will oversee and monitor its CSR activities in line with the CSR policy of the Company in compliance with the provisions of the Companies Act, 2013

    CSR has been integral part of the Company. The CSR policy on the Company is displayed on Company‘s website www.pcstech.com. CSR report along with the CSR activates are annexed herewith in the report and marked as Annexure 4.

    Initiations taken by the Company for CSR :

    During the year under review the Company has contributed Rs. 5 lakhs in the Chief Minister Public Relief Fund, Tamil Nadu in the month of December 2015. The Company has contributed in CSR activities as prescribed u/s 135 (5) of Companies Act, 2013. The Balance amount of Rs. 8,99,417 (Rupees Eight Lakhs Ninety Nine Thousand Four Hundred and Seventeen only) will be contributed by the Company in the next financial year 2016-17.

    CORPORATE GOVERNANCE

    A report on Corporate Governance and Management Discussion Analysis is included as a part of the Annual Report along with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Regulation 27 of SEBI (LODR) Regulation, 2015. Corporate Governance report annexed herewith and marked as Annexure 5.

    SUBSIDIARY COMPANY

    In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies for the financial year ended 31st March 2016 of PCS Technology USA., Inc., PCS Positioning Systems (India) Limited and PCS Infotech Limited in Form AOC-1 is annexed an marked as Annexure-6(A) of the Annual Report.

    In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited financial statements together with related information and other reports of each of the subsidiary companies, have also been placed on the website of the Company at www. pcstech.com

    PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM

    The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 of the Annual Report is annexed and marked as Annexure- 6(B).

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

    The Company has put in place a Policy on Prevention of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under.

    Internal Complaints Committee (ICC) has been set up to redress complaints, if any, received regarding sexual harassment. All employees whether permanent, contractual, temporary, etc have been covered under this Policy.

    The Policy is gender neutral. During the year under review, no complaints alleging sexual harassment were received by the Company.

    RELATED PARTY TRANSACTIONS

    All transactions entered into with Related Parties as defined under the Companies Act, 2013 and pursuant to Regulation 23 of Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations, 2015 during the financial year were in compliance to the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

    The Board has approved a policy for related party transactions which has been uploaded on the Company’s website.

    DEPOSITS

    Your Company has neither invited nor accepted any deposits from the public so far.

    CODE OF CONDUCT

    The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company’s website www. pcstech.com. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

    CONSOLIDATED FINANCIAL STATEMENT

    The consolidated Financial Statements have been prepared in accordance with the provisions of Section 129 of the Companies Act, 2013, applicable Accounting Standards and the provisions of the LODR, Regulation, 2015 with Stock Exchanges and forms part of this Annual Report.

    PARTICULARS OF EMPLOYEES

    The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules , 2014 is appended as Annexure 7 to the Board’s Report.

    During the financial year, there were no employees drawing remuneration in excess of the monetary ceiling prescribed under Section 197 read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

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

    The Information required under the above heads in accordance with the provision of section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure ‘8’ to this report.

    PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

    The particulars of loans, guarantees given and Investments made during the year under review under Section 186 of the Companies Act, 2013 and SEBI (Listing

    Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this report and marked as Annexure 9

    ACKNOWLEDGEMENTS

    Your Directors express their warm appreciation to all the employees at various units for their diligence and contribution made towards the growth of the Company. The Board of Directors place on record their appreciation for the un-stinted support by the Bankers and Financial Institutions and confidence given by the Customers, Suppliers and Shareholders at all levels towards the growth and development of the Company.

    On behalf of the Board of Directors

    A.K. Patni

    Vice Chairman

    Mumbai, May 16, 2016

  • PCS Technology Ltd.

    Company News



    Market Cap.(`) 24.32 Cr. P/BV 0.50 Book Value (`) 23.34
    52 Week High/Low ( ` ) 35/10 FV/ML 10/1 P/E(X) 8.64
    Book Closure 26/09/2018 EPS (`) 1.34 Div Yield (%) 0.00
    You can view the latest news of the Company.

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