Mar 31, 2023
The Directors of the Company are pleased to present you the 42nd Annual Report of the Company along with the statement of Standalone Audited Financial Statements for the financial year ended 31st March 2023.
FINANCIAL RESULTS
Key highlights of standalone Audited Financial Results of the Company for the financial year 2022-23 are tabulated below:
(Rs. In Lakhs) |
|||
Particulars |
Financial Year ended 31.03.2023 |
Financial Year ended 31.03.2022 |
|
Revenue from operations |
31.85 |
28.22 |
|
Other income (net) |
268.48 |
238.00 |
|
TOTAL INCOME |
300.33 |
266.21 |
|
Employee benefit expenses |
82.89 |
78.30 |
|
Finance costs |
40.04 |
39.81 |
|
Impairement / (Gain) on financial instruments and Exceptional Items |
5.08 |
-55.66 |
|
Depreciation and amortisation expenses |
18.86 |
23.84 |
|
Other expenses |
80.22 |
77.72 |
|
TOTAL EXPENSES |
227.09 |
164.01 |
|
PROFIT BEFORE TAX |
73.24 |
102.20 |
|
Tax Expense |
36.29 |
18.58 |
|
PROFIT OF THE YEAR |
36.95 |
83.63 |
OPERATIONS
Looking at the prevailing scenario, the company did not enter in its existing line of business. The Company however, preferred to preserve its financials and with this view, had parked funds with the Banks in term deposits to derive income. The Company, in the current year earned revenue amounting to Rs 300.33 lacs (Previous year Rs 266.21) and Profit before tax amounting to Rs 73.24 Lacs (Previous year Rs 102.20 Lacs). . The Company has maintained positive level of profitability by cutting down various costs and by proper utilization of funds.
EXTRACTS OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2023 is available on the Companyâs website at www.pcstech. com.
DIVIDEND
In order to conserve the resources of the Company, your Directors express their inability to recommend any dividend for Equity Shares for the financial year ended 31st March, 2023.
During the year under review, the Company has paid Dividend to the Preference shareholders of Rs. 35,77,500 on 3975000- 9% Redeemable, Non-Convertible, Non-Cumulative Preference Shares (Preference Shares) of Rs. 10/- each fully paid up and net amount of dividend was distributed after deducting the TDS.
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 the financial year to which the financial statements relate.
ANNUAL PERFORMANCE EVALUATIONS
The Board evaluated the effectiveness of its functioning and that of the Committees and of the 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 as a whole and performance of Chairman of the Company and also of Non-Executive Directors.
The criteria for performance evaluation as laid down by the Nomination Committee are mentioned in Corporate Governance attached to the Directorsâ Report of the Company.
Appointment
Mr. Harish Chandra Tandon was appointed as Additional Non- Executive Independent Director at the Board Meeting held on 14th March, 2022 and regularized his appointment as Non- Executive Independent Director on 29th April, 2022 by passing a resolution through postal ballot conducted by Company and;
Mrs. Mona Bhide was appointed as Additional Non- Executive Woman Director at the Board Meeting held on 14th March, 2022 and her appointment was regularized as Non- Executive Woman Director on 29th April, 2022 by passing a resolution through postal ballot conducted by the Company.
Cessation
No Director has resigned during the year under review.
Retirement by Rotation
As per Article 135, of the Articles of Association of the Company, Mr. Ashokkumar 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 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.
Board and Audit Meetings
During the year under review, 4 (Four) Board Meetings and 4 (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 Directorsâ Appointment and Key Managerial personnel 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 namely: Audit Committee, Stakeholdersâ Relationship Committee (SRC), Nomination and Remuneration Committee (NRC) and Corporate Social Responsibility Committee (CSR Committee).
The Composition of each of the committee is mentioned in the Annexure 1 of the Boardsâ Report.
STATUTORY AUDITOR
Mr. Divyesh Mehta of M/s. Vinod K Mehta & Co., Chartered Accountant (Firm Registration No.111508W) was re-appointed as Statutory Auditors of the Company at the 41st AGM held on 21st September, 2022 to hold office till the conclusion of the 46th AGM to be held in the year 2027.
SECRETARIAL AUDITOR
Mr. Kaushal Doshi of M/s. Kaushal Doshi & Associates, Practicing Company Secretary, having Membership No. F 10609 and C.P. No. 13143 was appointed to conduct the secretarial audit of the Company for the financial year 2022-23 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit report for FY 2022-23 forms part of the Annual report as Annexure 2 to the Boardâs 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 ongoing concern status and Companyâs operations. DIRECTORSâ 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, 2023 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 Companies Act, 2013, the Board of Directors of your Company has set up a CSR Committee comprising four Directors of the Company namely:
Mr. Gajendra Kumar Patni - Non - Executive Director;
Mr. Ashok kumar Patni - Non - Executive Director;
Mrs. Mona Bhide - Non- Executive Woman Director; and
Mr. Harish Chandra Tandon - Non- Executive Independent Director
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. CRS has been integral part of the Company. The CSR policy on the Company is displayed on Companyâs website www.pcstech.com.
During the year under review, the Company has not made any provision for the CSR expenditure as it is not covered under the conditions as prescribed under Section 135 (1) of the Companies Act, 2013.
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 the provisions of SEBI (LODR) Regulation, 2015. Corporate Governance report annexed herewith and marked as Annexure 3.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis Report forms an integral part of the Integrated Annual Report.
SECRETARIAL STANDARDS
The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.
VIGIL MECHANISM
The Companyâs vigil mechanism allows the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct /business ethics as well as to report any instance of leak of Unpublished Price Sensitive Information. The vigil mechanism provides for adequate safeguards against victimization of the Director(s) and employee(s) who avail of this mechanism. No person has been denied access to the Chairman of the Audit Committee.
The Whistle-Blower Policy of the Company can be accessed on the Companyâs website at the link: https://www.pcstech.com/policies.htm 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 2023 namely, PCS Positioning Systems (India) Limited and PCS Infotech Limited are attached in Form AOC-1 and is annexed and marked as Annexure-4(A) of the Annual Report. In accordance with fifth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of these companies 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 arrangements with related parties referred to in Section 188(1) of Companies Act, 2013 as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 is annexed and marked as Annexure- 4(B).
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF Woman 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 Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
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
The Company had passed a resolution on 29th April, 2022 through postal ballot conducted by the Company by approving the Related Party Transactions between the Company and Kalpavruksh Systems Private limited for period of 2 (two) years and pursuant to Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year the transaction with Related Party Transactions were in compliance to the provisions of Section 188 of the Companies Act, 2013. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.
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 Companyâs 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 regulations of SEBI (LODR), Regulation 2015 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 5 to the Boardâs 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 6 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 7.
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.
Mar 31, 2016
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 (âPIL Mauritiusâ or âthe Transferor Companyâ) and PCS Technology Limited (âPTLâ or âthe Companyâ or âthe Transferee Companyâ) 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, (âthe Schemeâ) sanctioned by the Honâble 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 âPCS International Limitedâ Mauritius (PIL) from their record on 3rd June, 2015, the Wholly Owned Subsidiary Company PIL Mauritius merged with the âPCS Technology Limitedâ (âthe Companyâ) with effect from April 1, 2014 (âthe appointed dateâ). 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 Boardâs 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 Directorsâ 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 directorsâ 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, Stakeholdersâ 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 Boardsâ 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 Boardâs 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 Companyâs operations. DIRECTORSâ 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 Companyâs 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 Companyâs 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 Companyâs 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 Boardâs 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 â8â 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
Mar 31, 2015
The Members,
PCS TECHNOLOGY LIMITED
The Directors of the Company are pleased to present the 34th Annual
Report with the statement of audited financial accounts for the
financial year ended 31st March 2015.
FINANCIAL RESULTS (Rs in lakhs)
Particulars Financial Year ended Financial Year ended
31.03.2015 31.03.2014
Net sales and services 10,046 10,060
Gross Profit 972 821
Depreciation 105 73
Profit for the year from Operations 867 748
Corporate Social Responsibility
Expense 10 -
Provision for Taxation (Net) 312 346
Profit for the year / available for
Appropriation 545 402
Balance of Profit/(Loss) available
in Balance Sheet 1,545 1,000
OPERATIONS
In the year under review, the Company continued to witness the
challenges in the price competition.
During the year under review, your Company has achieved Net Sales of
Rs. 10046 lakhs as against Rs. 10060 lakhs in the previous year.
As planned in the interest of the Company, the Company has started
focusing more on expanding IT & Facility Management Services which is
now a major key driver over IT Hardware business operations, for
improvement of margins & profitability. We are pleased that with the
discontinuing of the manufacturing of computer hardware related
activities, the overall profitability has improved. However, the
current margins will remain under pressure due to rising trend in the
manpower cost in the IT industry.
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 AMALGAMTION AND ARRANGEMENT
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") has been sanctioned by the Hon'ble Bombay
High Court on 8th May, 2015.
The Scheme was approved by the Board of Directors in its meeting held
on 21st May, 2014 and the Company received 'No Objection' letter in
support of the Scheme from BSE Ltd, Pune Stock Exchange Ltd.
Subsequently, the Scheme was approved by the Equity Shareholders,
Secured Creditors and Unsecured Creditors of the Company on 23rd
January, 2015. The Scheme inter-alia provides for the merger of PIL
Mauritius into the Company and also provides for financial
restructuring of the Company with respect to its unproductive
activities. Accordingly, it proposed to write off certain stressed
assets against the Securities Premium Account and other available
reserves.
The Company has submitted an authenticated copy of the Court Order
approving the Scheme by the Hon'ble Bombay High Court on 8th May.
2015 with the Regulatory Authority at Mauritius for the striking off
the name of PIL Mauritius from their records. The letter confirming 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 has been received by the Company.
The Appointed Date for the Scheme is 1st April 2014. Since the name of
PIL has been removed by the Regulatory Authority at Mauritius and the
said Bombay High Court Order has been filed by the Company with the
Registrar of Companies, Pune on 18th June, 2015 the effect of the
Scheme will be given in the books of Accounts of the Company for the
Financial Year 2015-16 with effect from the appointed date 1st April,
2014.
EXTRACTS OF ANNUAL RETURN
In accordance with Section 134 (3) (a) 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 2015.
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
No, material changes & Commitments have occurred between the end of
Financial year of the Company to which the Financial statement relates
and the date of this report which affects the financial position of the
Company.
ANNUAL PERFORMANCE EVALUATIONS
In Compliance with the Companies Act, 2013 and clause 49 of the Listing
Agreement, the performance evaluation of the Board was carried out
during the year under review.
The criteria for performance evaluation as laid down by the Nomination
Committee, and are mentioned in Corporate Governance attached to the
Directors' Report of the Company.
DIRECTORS
Cessation
Mr. Narendra Kumar Patni, (Din. 00179131) Director of the Company
passed away on June 03, 2014.
We condole the untimely demise of Mr. N. K. Patni and took on record
the invaluable contributions made by him during his tenure as the
Director towards the progress of the Company.
Mr. Apoorva Patni, resigns from the Board of Directors of the Company
w.e.f 22nd July, 2015. The Company takes on record the invaluable
contributions made by him during his tenure as the Director towards the
progress of the Company.
Retirement by Rotation
As per Article 135 of the Articles of Association of the Company, Mr.
G. K. Patni (Din- 00014163), Director of the Company retire by rotation
at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment on the Board of your company.
Appointment
Mrs. Vandana Gupta has been appointed as a Woman Director and also as
an Independent Director of the Company under provision of the Companies
Act, 2013 with the effect from 16th March, 2015.
Mr. Yash Bhardwaj has been appointed as an additional director and
designated as Executive Director of the Company under provision of the
Companies Act, 2013 with the effect from 22nd July, 2015.
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 Clause 49 of the Listing Agreement.
None of the independent directors are due for re-appointment.
Board and Audit Meetings
During the year under review, five Board Meetings and five 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
The Company's Auditor, Mr. S. C Bandi of Messrs S.C Bandi & Co. ,
Chartered Accountants, Mumbai who have been appointed at the Annual
General Meeting of the Company held on 17th September, 2014 for the
period of three Consecutive years. As required under Clause 49 of the
Listing Agreement, the auditors has also confirmed that he hold a valid
certificate issued by the Institute of Chartered Accountants of India.
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 2014-15 as required under Section 204 of the
Companies Act, 2013 and Rules thereunder. The Secretarial Audit report
for FY 2014-15 forms part of the Annual report as Annexure 3 to the
Board's Report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concerns status and
company's operations in future. 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, 2015 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, and.
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. K. Patni, Non-Executive
Director, Mr. A. K. Patni, Non-Executive Director, Mr. G M Dave, a
Non-Executive Independent 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
CRS 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 Company for CSR:
During the year under review the Company has contributed Rs. 10 lakhs
to the Chief Minister Flood Relief Fund, Jammu & Kashmir in the month
of September 2014. The Company has contributed in CSR activities as
prescribed u/s 135 (5) of Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
All the Details regarding Loans, Guarantees and Investments as required
under provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statements.
All the Related party transactions are presented to the Audit Committee
and the Board approval is obtained for the transactions made by the
Company.
Investment by the Company
During the year under review, the Company has subscribed to the Equity
Share Capital of the Company's wholly owned subsidiary company PCS
Infotech Limited, for cash at par for an aggregate investment amount of
Rs. 45,00,000/- (Rupees Forty Five Lakhs only).
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the
Companies Act, 2013 and Clause 49 of the Listing Agreement 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.
CORPORATE GOVERANCE
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 Clause 49 of the
amended Listing Agreement. Corporate Governance report is annexed
herewith and marked as Annexure 5.
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.
SUBSIDIARY COMPANY
As required under Section 129 of the Companies Act, 2013 the Audited
Balance sheet and Profit & Loss Account and the respective reports of
the Board of Directors' and Auditors' for the financial year ended
31st March 2015 of PCS International Limited, Mauritius, PCS Technology
USA., Inc., PCS Positioning Systems (India) Limited and PCS Infotech
Limited are annexed.
Pursuant to the first proviso to sub section (3) of Section 129 to be
read with Rule 5 of the Companies (Accounts) Rules, 2014 of the
Companies Act, 2013 the statement containing the salient features of
the financial statement of each of the subsidiary company are also
annexed and marked as Annexure 6.
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 Listing
Agreement 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.
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
G.K. Patni
Chairman
Mumbai, July 22, 2015
Mar 31, 2014
Dear Members,
The Directors of the Company are pleased to present the 33rd Annual
Report with the statement of audited financial accounts for the
financial year ended 31st March 2014.
FINANCIAL RESULTS (Rs. in lakhs)
Particulars Financial Financial
Year ended Year ended
31.03.2014 31.03.2013
Net sales and services 10,060 9,753
Gross Profit 821 564
Depreciation 73 73
Profit for the year from Operations 748 491
Provision for Taxation (Net) 346 138
Profit for the year / available 402 354
for Appropriation
Balance of Profit/(Loss) available 1000 598
in Balance Sheet
OPERATIONS
In the year under review the Company continued to witness the
challenges in the price competition.
During the year under review, your Company has achieved Net Sales of
Rs. 10,060 lakhs as against Rs. 9,753 lakhs in the previous year.
As planned in the interest of the Company, the Company has started
focusing more on expanding IT & Facility Management Services which is
now a major key driver over IT Hardware business operations, for
improvement of margins & profitability. We are pleased that with the
discontinuing of the manufacturing of computer hardware related
activities, the overall profitability has improved. However, the
current margins will remain under pressure due to rising trend in the
manpower cost in the IT industry.
SCHEME OF AMALGAMTION AND ARRANGMENT
The Board of Directors in its meeting held on August 14, 2013 had
approved the Scheme of Amalgamation & Arrangement between PCS
Positioning Systems (India) Limited (''PPSIL'') and PCS International
Limited, Mauritius (''PIL Mauritius'') and PCS Technology Limited (''PTL''
or ''the Company''). The Scheme inter-alia provided for the merger of the
PPSIL and PIL Mauritius into PTL effective from March 31, 2014. The
Scheme also provided for write off of certain stressed assets against
the Securities Premium Reserve and other available Reserves.
In terms of SEBI circular dated February 4, 2013 read with circular
dated May 21, 2013, the Company had obtained a No Objection Letter
dated November 26, 2013 from BSE Limited, the designated Stock Exchange
and also obtained a No Objection Letter dated September 25, 2013 from
Pune Stock Exchange Ltd. Due to on-going litigation for some assets of
PPSIL, the Company could not proceed with the implementation of the
Scheme, due to which the Board of the Company at their meeting held on
May 21, 2014 decided to alter the Scheme (''Altered Scheme'') providing
inter-alia for:
1. Withdrawing the merger of PPSIL with the Company; and
2. Amending the Appointed Date to April 1, 2014.
The Altered Scheme therefore provides for amalgamation of PIL Mauritius
with the Company and write-off of certain stressed assets against
Securities Premium Reserve and other available Reserves.
The Company has already initiated steps to intimate to the Stock
Exchanges about the Altered Scheme which will also be subject to the
approval of shareholders and relevant jurisdictional authorities.
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 2014.
DIRECTORS
As per Article 135 of the Articles of Association of the Company, Mr.
P. V. Mehta, Mr. Satish Ajmera and Mr. G. M. Dave, Directors of the
Company retire by rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment on the Board of your
company.
Pursuant to Sections 149, 152 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder read with Schedule IV
of the Companies Act, 2013 and subject to the approval of the Company
in Annual General Meeting, the Board of Directors at its meeting held
on 30th May, 2014 appointed Mr. P. V. Mehta, Mr. Satish Ajmera, Mr. G M
Dave, Mr. K . K. Barjatya and Mr. D B Engineer as Independent Directors
of the Company for five consecutive years for a term upto 31st March,
2019.
A brief note on Directors retiring by rotation and being eligible for
re-appointment as well as the appointment of Independent Directors is
furnished in the Explanetory stament annexed to the notice convening
the Annual General Meeting.
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 of 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 recommend
CSR Policy for the Company to the Board for approval in due course and
will oversee and monitor its CSR activities in line with the said
policy in compliance with the provisions of the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, 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, 2014 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, 1956 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.
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 Clause 49 of the
amended Listing Agreement.
DEPOSITS
Your Company has neither invited nor accepted any deposits from the
public so far.
SUBSIDIARY COMPANY
As required under Section 212 of the Companies Act, 1956 the Audited
Balance sheet and Profit & Loss Account and the respective reports of
the Board of Directors'' and Auditors'' for the financial year ended 31st
March 2014 of PCS International Limited, Mauritius, PCS Technology
USA., Inc., PCS Positioning Systems (India) Limited and PCS Infotech
Limited are annexed.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated Financial Statements have been prepared in accordance
with the applicable Accounting Standards and the provisions of the
Listing Agreement with Stock Exchanges and forms part of this Annual
Report.
AUDITORS
The Company''s auditors, M/s. S. C. Bandi & Co. Chartered Accountants,
retire and being eligible, offer themselves for re- appointment. Your
Directors recommend their re-appointment for the ensuing year.
PARTICULARS OF EMPLOYEES
During the financial year, there were no employees drawing remuneration
in excess of the monetary ceiling prescribed under Section 217(2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975, as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
The Information required under the above heads in accordance with the
provision of section 217(1) (e) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988, are given in Annexure ''A'' to this report.
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
G.K. Patni
Chairman
Mumbai, 30th May, 2014
Mar 31, 2013
To The Members of PCS TEChNOLOGY LIMITED
The Directors of your Company are pleased to present the 32nd Annual
Report with the statement of audited fnancial accounts for the year
ended 31st March 2013.
FINANCIAL RESULTS (Rs. In lacs)
Particulars Financial
Year ended Financial
Year ended
31.03.2013 31.03.2012
Net sales and services 9817 13619
Gross Proft 565 622
Depreciation 73 391
Proft for the year from Operations 491 231
Provision for Taxation (Net) 138 73
Proft for the year 354 158
Less: Extraordinary items 13
Net Surplus available for Appropriation 354 144
Balance of Proft/(Loss) available
in Balance Sheet 598 244
OPERATIONS
In the year under review the Company continued to witness the
challenges in the price competition.
During the year under review, your Company has achieved Gross Sales of
Rs.9,817 lacs as against Rs.13,619 lacs in the previous year.
As planned in the interest of the Company, the Company has started
focusing more on expanding IT & Facility Management Services which is
now a major key driver over IT Hardware business operations, for
improvement of margins & proftability.
In view of the above restructuring of the business operations, the
sales turnover of the Company of the current year will not be
comparable with previous year''s sales turnover.
ShARE CAPITAL
Pursuant to the resolution passed by the members at the Annual General
Meeting (AGM) held on 21st December 2012 the Company has Re-classifed
it''s Authorised Share Capital comprising 2,10,25,000 Equity shares of
Rs.10 each and 39,75,000 Redeemable, Non convertible and Non-Cumulative
Preference Shares of Rs.10 each, aggregating Rs.25,00,00,000. At the
said AGM, the members had also passed a resolution for issue on private
placement basis of 39,75,000; 9% Redeemable, Non convertible and
Non-Cumulative Preference Shares of Rs.10 each for cash at a Premium
not exceeding Rs.125 per share, together with premium aggregating not
exceeding Rs.53,66,25,000 to the Promoters and Promoter companies of
the Company.
Accordingly, during the year under review the Company has allotted
39,75,000; 9% Redeemable, Non convertible and Non-Cumulative Preference
Shares of Rs.10 each for cash at a Premium of Rs.125 per share
(Preference shares) to the Promoters and Promoter companies of the
Company. The premium amounting to Rs.49,68,75,000 collected on the
issue of said preference shares has been credited to Securities Premium
Account.
DIVIDEND
In order to conserve the resources of the Company, your Directors
express their inability to recommend any dividend for the fnancial year
ended 31st March 2013.
DIRECTORS
As per Article 135 of the Articles of Association of the Company, Mr.
A. K. Patni, Mr. N. K. Patni and Mr. D. B. Engineer, Directors of the
Company retire by rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment on the Board of your
company.
A brief note on Directors retiring by rotation and being eligible for
re-appointment is furnished in the notice convening the Annual General
Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby confrms 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, 2013 and of the proft of the company
for the said year;
3. Proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 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.
CORPORATE GOVERNANCE
A report on Corporate Governance and Management Discussion Analysis is
included as a part of the Annual Report along with a Certifcate from
the Statutory Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
amended Listing Agreement.
DEPOSITS
Your Company has neither invited nor accepted any deposits from the
public so far.
SUBSIDIARY COMPANY
During the year under review, the Company has incorporated PCS Infotech
Limited as its wholly owned subsidiary with a drive for creating a new
image in the feld of Information Technology and enabled services.
As required under Section 212 of the Companies Act, 1956 the Audited
Balance sheet and Proft & Loss Account and the respective reports of
the Board of Directors'' and Auditors'' for the fnancial year ended 31st
March 2013 of PCS International Limited, Mauritius, PCS Technology
Inc., USA, PCS Positioning Systems (India) Limited and PCS Infotech
Limited are annexed.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated Financial Statements have been prepared in accordance
with the applicable Accounting Standards and the provisions of the
Listing Agreement with Stock Exchanges and forms part of this Annual
Report.
AUDITORS
The Company''s auditors, M/s. S. C. Bandi & Co. Chartered Accountants,
retire and being eligible, offer themselves for re- appointment. Your
Directors recommend their re-appointment for the ensuing year.
PARTICULARS OF EMPLOYEES
During the fnancial year, there were no employees drawing remuneration
in excess of the monetary ceiling prescribed under Section 217(2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975, as amended.
CONSERVATION OF ENERGY, TEChNOLOGY ABSORPTION AND FOREIGN EXChANGE
EARNINGS/OUTGO
The Information required under the above heads in accordance with the
provision of section 217(1) (e) of the companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, are
given in Annexure ÂA'' to this report.
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 confdence 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
G.K. Patni Chairman
Mumbai, 25th May, 2013
Mar 31, 2012
To The Members of PCS TECHNOLOGY LIMITED
The Directors have the pleasure in presenting their 31st Annual Report
together with Audited Accounts for fnancial year ended 31st March 2012.
FINANCIAL RESULTS (Rs. In lacs)
Particulars Financial Financial
Year ended Year ended
31.03.2012 31.03.2011
Net sales & Services 13619 18486
Gross Proft 621 586
Depreciation 391 492
Proft for the year from Operations 230 94
Provision for Taxation (Net) 73 22
Proft for the year 157 72
Less: Extraordinary items 13 -
Net Surplus available for Appropriation 144 2379
Balance of Proft/(Loss) available
in Balance Sheet 244 2379
OPERATIONS
During the year under review, your Company has achieved Gross Sales of
Rs. 13619 Lacs as against Rs. 18486 Lacs in the previous year.
Some of the activities of the Company relating to computer hardware
faced stiff competition and affected margins and caused stress on cash
fow over the past few years. It was therefore, proposed that in the
best interest of Company and its shareholder such of those unproductive
activities be restructured and enable Management to better focus on IT
and IT enabled services.
In view of restructuring of the business line, the sale turnover of the
company will not be comparable to the last year's turnover.
SCHEME OF ARRANGEMENT
As per the "Scheme of Arrangement between the Company and its
Shareholders and Creditors" pursuant to the provisions of Sections 391
to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956 and
the order passed by Hon'ble High Court of judicature at Bombay, vide
order dated 28 September 2012 , the Company has written off some assets
of the unproductive activities amounting to Rs. 7899.62 Lacs which have
lost economic value to the Company by utilization of Reserves and
Surplus as on 31st March 2012.
DIVIDEND
In order to conserve the resources of the Company, your Directors
express their inability to recommend any dividend for the fnancial year
ended 31st March 2012.
REGISTERED OFFICE OF THE COMPANY
During the year under report, the Company has shifted its Registered
offce to new premises bearing unit no 1 situate at Gat no. 478, Alandi
Markaal Road, Tal. Khed, Alandi, Dist. Pune - 412 106 as the Plot
bearing nos. 148-151 situate at Alandi Markaal Road, Alandi, Pune which
was the registered offce of the Company prior to its shifting to Gat
no. 478 has been sold.
DIRECTORS
As per Article 135 of the Articles of Association of the Company, Mr.
K. K. Barjatya, Mr. Apoorva Patni and Mr. G. K. Patni, Directors of the
Company retire by rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment on the Board of your
company.
A brief note on Directors retiring by rotation and being eligible for
re-appointment is furnished in the notice convening the Annual General
Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby confrms 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, 2012 and of the proft of the company
for the said year;
3. Proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 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.
CORPORATE GOVERNANCE
A report on Corporate Governance and Management Discussion Analysis is
included as a part of the Annual Report along with a Certifcate from
the Statutory Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
amended Listing Agreement.
DEPOSITS
Your Company has neither invited nor accepted any deposits from the
public so far.
SUBSIDIARY COMPANY
As required under Section 212 of the Companies Act, 1956 the Audited
Balance sheet and Proft & Loss Account and the respective reports of
the Board of Directors' and Auditors' for the fnancial year ended 31st
March 2012 of PCS International Limited, Mauritius and PCS Technology
Inc., USA and PCS Positioning Systems (India) Limited are annexed.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated Financial Statements have been prepared in accordance
with the applicable Accounting Standards and the provisions of the
Listing Agreement with Stock Exchanges and forms part of this Annual
Report.
AUDITORS
The Company's auditors, M/s. S. C. Bandi & Co. Chartered Accountants,
retire and being eligible, offer themselves for re- appointment. Your
Directors recommend their re-appointment for the ensuing year.
PARTICULARS OF EMPLOYEES
During the fnancial year, there were no employees drawing remuneration
in excess of the monetary ceiling prescribed under Section 217(2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975, as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
The Information required under the above heads in accordance with the
provision of section 217(1) (e) of the Companies Act 1956, read with
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988, are given in Annexure 'A' to this report.
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 confdence 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
G.K. Patni
Mumbai, 18th October, 2012 Chairman
Mar 31, 2011
The Members,
PCS TECHNOLOGY LIMITED
The Directors have the pleasure in presenting their Thirtieth Annual
Report together with Audited Accounts for financial year ended 31st
March 2011.
FINANCIAL RESULTS (Rs. In lacs)
Particulars (12 Months) (9 Months)
Financial Financial
Year ended Period ended
31.03.2011 31.03.2010
Gross Revenue 19,137 19,880
Gross Profit 815 1,002
Depreciation 492 431
Profit for the year from Operations 323 571
Bad Debts, Remission & Exceptional 222 273
items
Provision for Taxation (Net) 22 98
Profit for the year 79 200
Net Surplus available for 2379 2300
Appropriation
Balance Carried to Balance Sheet 2379 2300
OPERATIONS
During the year under review, your Company has achieved Gross Revenue
of Rs.191 crores as against Rs 198 crores in the previous period.
The Computer Hardware business of your Company has declined over the
years due to stiff competitions from MNC and unbranded products. Margin
from hardware business continue to remain under pressure. The cash
inflow too remains tight demanding high working capital. The Directors
of your Company has been evaluating to probably discontinue the
Computer Hardware manufacturing and shift its focus more on IT and IT
enabled services where margins are much better.
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 2011.
SALE OF ASSETS
Your company has acquired new office premises being 6th and 7th Floor
in the building known as "Techhocity", situate at MIDC area, Mahape,
Navi Mumbai and intends to shift its Mumbai operations to these
premises. With this we propose to sell surplus properities at Alandi
(Pune) and Sakinaka (Mumbai). The proposed sale is in the interest of
shareholders and the business.
DIRECTORS
Mr. M . Y Kulkarni has resigned as Director of the Company w. e. f.
20th April, 2011 The Board places on record its sincere appreciation
for the valuable services rendered by him during the tenure of his
office as the Director of the Company.
As per Article 135 of the Articles of Association of the Company, Mr.
P. V. Mehta, Mr. Satish Ajmera and Mr. G. M. Dave Directors of the
Company retire by rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment on the Board of your
company.
A brief note on Directors retiring by rotation and being eligible for
re-appointment is furnished in the notice convening the Annual General
Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, 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 judgements 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, 2011 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, 1956 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. '
CORPORATE GOVERNANCE
A report on Corporate Governance and Management Discussion Analysis is
included as a. part pf the Annual Report along with a Certificate from
the Statutory Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
amended Listing Agreement.
DEPOSITS
Your Company has neither invited nor accepted any deposits from the
public so far.
SUBSIDIARY COMPANY .
As required under Section 212 of the Companies Act, 1956 the Audited
Balance sheet and Profit & Loss Account and the respective reports of
the Board of Directors' and Auditors' for the financial year ended 31st
March 2011 of PCS International Limited, Mauritius and PCS Technology
USA, Inc. and PCS Positioning Systems (India) Limited are annexed.
AUDITORS
The Company's auditors, M/s. S. C. Bandi & Co. Chartered Accountants,
retire and are eligible for re-appointment. Your Directors recommend
their re-appointmenf for the ensuing year.
PARTICULARS OF EMPLOYEES
During the financial year, there were no employees drawing remuneration
in excess of the monetary ceiling prescribed under Section 217(2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975, as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
The Information required under the above heads in accordance with the
provision of section 217(1) (e) of the companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, are
given in Annexure 'A' to this report.
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
Shareholder at all levels towards the growth and development of the
Company.
On behalf of the Board of Directors
G. K. Patni
Chairman
Mumbai, 31st May, 2011
Mar 31, 2010
The Directors have the pleasure in presenting their Twenty Ninth
Annual Report together with Audited Accounts for financial period ended
31st March 2010.
FINANCIAL RESULTS (Rs. In lacs)
Particulars (9 Months) {12 Months)
Financial Financial
Period ended Year ended
31.03.2010 30.06.2009
Gross Revenue 19,880 29,036
Gross Profit 1,002 1143
Depreciation 431 449
Profit for the year from Operations 571 694
Bad Debts, Remission & Exceptional items 273 137
Provision for Taxation (Net) 98 213
Profit for the year 200 344
Net Surplus available for Appropriation. 2300 2100
Balance Carried to Balance Shee 2300 2100
CHANGE IN FINANCIAL YEAR
Pursuant to the resolution passed by the Board of Directors at its
meeting held on 29th April, 2010 current financial year of the Company
has been changed commencing from 1st July, 2009 to 31st March, 2010 for
a period of nine months (hereinafter referred to as the "said financial
period") instead of 1st July, 2009 to 30th June, 2010. Accordingly the
accounts of the Company has been prepared and audited for the said
financial period ended 31st March, 2010. Further it was also approved &
resolved that every subsequent financial year of the Company.be adopted
as from April 1 to March 31 following the next calendar year.
OPERATIONS
During the Period under review, your Company has achieved Gross
Turnover of Rs.198 crores (9 months) as against Rs 288 crores (12
months).
DIVIDEND
In order to conserve the resources of the Company, your Directors
express their inability to recommend a dividend for the current
financial period / year ended 31st March, 2010.
DIRECTORS
As per the Article 135 of the Articfes of Association of the company,
Mr. G K Patni, Mr. A K Patni, Mr. N. K. Patni and Mr. D. B. Engineer
Directors of the Company, retire by rotation at the ensuing Annual
General Meeting and being eligible offer themselves for reappointment
on the Board of your Company.
A brief note on Directors retiring by rotation and eligible for
re-appointment is furnished in the notice convening the Annual General
Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to sub section (2AA) of section 217 of the Companies Act,
1956, 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 judgements 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, 2010 and of the profit of the company
for the period / year on that date;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 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.
CORPORATE GOVERNANCE
A report on Corporate Governance and Management Discussion Analysis is
included as part of the Annual Report along with a Compliance
Certificate from the Statutory Auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Amended Listing Agreement.
DEPOSltS
Your company has neither invited nor accepted any deposits from the
public so far.
SUBSIDIARY COMPANIES
As required under Section 212 of the Companies Act, 1956 the Audited
Balance Sheet and Profit & Loss Account and the respective reports of
the Board of Directors and Auditors for the Financial Period ended 31
st MarcK, 2010 of PCS International Limited, Mauritius , PCS Technology
USA, Inc. and PCS Positioning Systems (India) Ltd are annexed.
AUDITORS:
The Companys auditors, M/s. S. C. Bandi & Co. Chartered Accountants,
retire and are eligible for re-appointment. Your Directors recommend
their re-appointment for the ensuing year.
PARTICULARS OF EMPLOYEES
The information as required by the provisions of section 217 (2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975, hereto as Annexure A and forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO
The Information required under the above heads in accordance with the
provision of section 217(1) (e) of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, are
given in Annexure B to this report.
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
Shareholder at all levels towards the growth and development of the
Company.
On behalf of the Board of Directors
G. K. Patni
Mumbai, 31st May, 2010 Chairman
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