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Directors Report of ADC India Communications Ltd.
Mar 31, 2025
The Directors take pleasure in presenting the 37th Annual Report and the Audited Financial Statements for the financial year ended March 31,2025.
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FINANCIAL SUMMARY (Amounts in INR Lakhs) |
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|
Year ended |
Year ended |
|
|
Particulars |
March 31, |
March 31, |
|
2025 |
2024 |
|
|
Revenue from operations |
18,710.17 |
17,874.04 |
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Other Income |
380.92 |
193.45 |
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Total Income |
19,091.09 |
18,067.49 |
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Profit before Depreciation and Tax |
3298.48 |
2,795.96 |
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Depreciation |
21.47 |
21.30 |
|
Profit before Tax |
3277.01 |
2,774.66 |
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Tax Expense |
831.25 |
706.13 |
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Profit after Tax |
2445.76 |
2,068.53 |
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Other Comprehensive Income |
(3.84) |
3.20 |
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Total Comprehensive Income |
2441.92 |
2,071.73 |
PERFORMANCE AND STATE OF THE COMPANYâS AFFAIRS
During the Financial year 2024-25, your Companyâs relentless focus on execution enabled us to deliver growth and operating margin resilience. Your Companyâs overall revenue from operations was INR 18,710.17 lakhs, higher by 5% over the previous yearâs revenue of INR 17,874.04 lakhs. During the year, the Telecommunication business de-grew by 17.11%, whereas IT-Networking (Enterprise network) business grew by 8.36% over that of the previous year. For the full year, the Companyâs profit before tax was INR 3,277.01 lakhs as compared to INR 2,774.66 lakhs in the previous year. Profit after tax for the financial year was INR 2,445.76 lakhs as compared to INR 2,068.53 lakhs in the previous year. We generated INR. 2,592.85 Lakhs of net cash flow during the FY 2024-25.
The de-growth in revenue for Telecommunication business was on account of lower exports compared to the previous Financial Year and growth in revenue in the IT-Networking business was on account of volume and product mix.
DIVIDEND
The Board of Directors, at its meeting held on March 25, 2025, declared an interim dividend of INR 25/-(250%) per equity share of face value of INR 10/-each for the financial year ended March 31, 2025. The said interim dividend was paid in the month of April 2025.
Taking note of the performance and profitability of the Company, your directors have recommended a final dividend of INR 5/- (50%) per equity share of the face value of INR 10/- each for the financial year ended March 31, 2025. The final dividend will be payable subject to the approval of the Members at the ensuing Annual General Meeting and deduction of tax at source to those shareholders whose names appear in the Register of Members of the Company and in the Register of Beneficial Owners as on the Record Date.
TRANSFER TO RESERVES
No amount is proposed to be transferred to the General Reserve for the financial year ended March 31,2025.
SHARE CAPITAL
The paid-up share capital of the Company as on March 31, 2025, is INR 460 lakhs divided into 4,600,000 Equity Shares of INR 10 each fully paid up. During the year, there was no change in share capital of the Company.
BUSINESS AND OPERATIONS
During the year, your Company demonstrated exceptional resilience in dealing with times where technology continues to transform businesses in every industry around the world in a profound and fundamental way. Enterprises are leveraging technology to extend the value of existing investments and, in parallel, transform and future-proof their business, where we do see AI across industries, finetune the necessities of specialized domains and tasks.
Your Company performance is on the back of meticulous execution over the years, as reflected in the combination of growth and profitability, which has led to building a strong debt-free & liquid balance sheet. Our key focus continues to ensure a sustainable & profitable financial position as our stakeholders expect us to deliver long-term growth riding on a solid strategy and making prudent business decisions with a steady backup plan.
The economic environment continued to improve where Enterprise network market growth continues to improve compared to the Telecom sector which grapple with fewer orders. Pressure on profitability continues due to issues with pressure on price & in turn on margins in the marketplace. Your Company foresee continued growth in Enterprise business in the next few years and another challenging year for the Telecom sector, which continues to be volatile.
With uncertainties across the world, it is not something that any of us would claim to predict the lingering impact of global economic scenarios with supply chain disruptions, rising interest rates accompanied with increase in costs of commodities & volatility is a real confrontation with complexity & challenges in front of your Company. At the same time, tremendous Opportunities lies before your Company with growth in Infrastructure build out across industry verticals for Broadband connectivity requirements which gives great optimism about the future that holds for your company by responding strategically by being a more valuable partner to our clients than ever before. Your company Board and Risk Management Committee have always looked at worst case scenarios of challenging times and built a portion of the strong financials by making the right decision, which is sustainable and consistent over the years.
Infrastructure Sector is a crucial pillar of economy, by supporting the functioning of almost all other economic sectors and hence strengthening of a Countryâs infrastructure framework has a multiplier effect on the economy advancement. Rapid economic development requires the best of the communication connectivity platform, where your company supports the Structured Cabling Platform solution with its best of the products. A Digital Nation needs digital infrastructure. As India moves towards 5 trillion-dollar economy, connectivity would play an important and critical role. The investments committed both by Government & Private Players towards infrastructure growth would improve the overall business sentiment and investments in next few Quarters/years. Market is expected to improve driven by investments in Infrastructure projects, Data Centreâs requirement, Pharma, Healthcare, Education, Banking & Finance, Defense sector, E-commerce, Manufacturing, where your Company will be able to favorably participate in the areas of its strength within each opportunity as the market evolves.
With all Opportunities that exists; your Company do see inflationary pressure accelerating with steep
increase in prices across commodities and raw materials like copper, stainless steel, plastics and many more items; towards which your company has been adjusting prices consistently across certain products and/or product lines. While the demand outlook is strong, your Company remains vigilant in order to be agile and evolve proper approach with the changing dynamics, with continued focus on growing revenues and profitability with new products introduction and by realigning the cost structure by looking at ways of cost reduction to be competitive in the marketplace.
Your Company remain committed to the communities we live and operate in, where we continue to create positive impact on healthcare, education and sustainability. The projects we undertake help to provide equitable support to those most in need of new opportunities.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), the Management Discussion and Analysis Report for the year under review is presented in a separate section and forms part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 (âActâ), Mr. Rakesh Kishore Bhanushali (DIN:07220290), Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for re-appointment.
The first term of five years of Ms. Vijaya Latha Reddy (DIN:06778078) as an Independent Director of the Company expires on September 15, 2025. The Board of Directors of the Company at its meeting held on May 27, 2025, approved and recommended the re-appointment of Ms. Vijaya Latha Reddy as an Independent Director of the Company for a second term of five consecutive years commencing from September 16, 2025, up to September 15, 2030.
Details of Mr. Rakesh Kishore Bhanushali and Ms. Vijaya Latha Reddy, as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings, are provided in the Notice convening the ensuing 37th Annual General Meeting of the Company.
The following are the changes in composition of the
Board of Directors of the Company during the year:
⢠The Board of Directors at their meeting held on February 7, 2025, based on the recommendations of the Nomination and Remuneration Committee, approved and recommended the appointment of Mr. Jonathan Niall Murphy (DIN:10057273) as Non-Executive Non-Independent Director of the Company with effect from February 7, 2025 and the same was approved by the shareholders of the Company through the postal ballot on May 02, 2025.
⢠Mr. Ravi Bosco Rebello (DIN:07868872) ceased to be a Director of the Company with effect from the close of business hours on January 31,2025.
⢠Ms. Yaman Roy (DIN:07341809) ceased to be a Director of the Company with effect from the close of business hours on January 31,2025.
The Board places on record their appreciation for the contributions made by Mr. Ravi Bosco Rebello and Ms. Yaman Roy during their tenure as Directors of the Company.
Mr. J.N. Mylaraiah, Managing Director; Mr. Anandu Vithal Nayak, Chief Financial Officer and Mr. R. Ganesh, Company Secretary continues to remain Key Managerial Personnel of the Company as on the date of this Report.
During the financial year, none of the Directors and Key Managerial Personnel of the Company had any pecuniary relationship or transactions with the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors fulfill the said conditions as mentioned in Section 149(6) of the Act and the SEBI Listing Regulations and are independent of the Management. All the Independent Directors have confirmed compliance with the provisions of Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to registration of their name in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent Directors possess
the necessary integrity, experience and expertise required to fulfill their duties as Independent Directors.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, 5 (five) meetings of the Board of Directors were held. The intervening gap between two consecutive Board meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report forming part of this Annual Report.
INDEPENDENT DIRECTORS'' MEETING
The Independent Directors of the Company met on March 25, 2025, without the attendance of Non-Executive Directors and members of the management. In this meeting, the Independent Directors reviewed the performance of NonIndependent Directors, the Board as a whole, Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the Companyâs management and the Board that is necessary for the Board to perform its duties effectively and reasonably perform their duties.
COMMITTEES OF BOARD
As required under the Act and the SEBI Listing Regulations, the Board has five Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholdersâ Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee.
Details of all the Committees such as terms of reference, composition, number of meetings held during the year and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report.
During the year under review, all recommendations of the Committees of the Board have been accepted by the Board of Directors.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sections 134(3) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and based on the information and explanations received from the management of the Company, confirm that:
a. i n the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of the profits of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
Considering the requirements of the skill sets on the Board, persons having professional expertise in their individual capacity as independent professionals and who can effectively contribute to the Companyâs business and policy decisions are considered by the Nomination and Remuneration Committee for appointments of new Directors on the Board. The Independent Directors appointed to the Board are paid sitting fees for attending the Board and Committee Meetings as approved by the Board of Directors. Non-Executive Non-Independent Directors are neither paid any sitting fees nor paid any remuneration.
The details pertaining to the remuneration paid to the Directors during the year are furnished in the Corporate Governance Report of the Annual Report.
The Executive Compensation Policy Guidelines is available on the website of the Company at https:// www.adckcl.com/in/en/aboutus/policies.html.
BOARD EVALUATION
The Companyâs Policy and Process on evaluation of the Board lays down a structured questionnaire to be used in the performance evaluation of the Board, its committees and Directors. This Policy is available on the website of the Company at https:// www.adckcl.com/in/en/aboutus/policies.html.
Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors using the structured questionnaire.
The criteria for performance evaluation of the Board included aspects relevant to the functioning of the Board such as Board composition and structure, setting business strategy and annual business plan, effectiveness of Board processes, information, functioning etc. The criteria for performance evaluation of the Board Committees included aspects such as composition and structure of Committees, effectiveness of Committee meetings, functioning of Committees etc. The performance of individual Directors was evaluated based on parameters such as participation, commitment, knowledge etc. In the evaluation of the Directors, the director being evaluated did not participate.
The results of the performance evaluation of the Board and its Committees and individual directors indicated a high degree of satisfaction among the Directors.
CORPORATE GOVERNANCE
As required under Regulation 34 (3) read with Schedule V (C) of the SEBI Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V (E) of the SEBI Listing Regulations obtained from M/s. S R B C & CO LLP, Chartered Accountants, the Statutory Auditors of the Company, regarding compliance of conditions of Corporate Governance forms part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism for Directors and Employees pursuant to section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct. The vigil mechanism provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. During the year under review, your Company has not received any complaint under the vigil mechanism / whistle blower policy.
The Vigil Mechanism Policy is available on the Companyâs website at https://www.adckcl.com/in/en/ aboutus/policies.html.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance towards any form of sexual harassment at the workplace. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and sexual harassment. The Company is committed to providing a safe and conducive work environment for all its employees. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and Rules framed thereunder, the Company has laid down a policy on Prevention of Sexual Harassment at Workplace (POSH) Policy. An internal committee has also been constituted to consider and resolve the complaints related to sexual harassment. The policy is available on the website of the Company at https://www.adckcl.com/in/en/aboutus/policies.html.
During the year under review, the Company has not received any complaint of alleged sexual harassment.
RISK MANAGEMENT
The Company has put in place a Risk Mitigation Processes to identify, assess and mitigate risks to Companyâs business. The Board has formed a Risk Management Committee to frame, implement and monitor the risk management plan for your Company. The Committee also ensures that appropriate processes and systems are in place to monitor and evaluate risks associated with the business of the Company.
The members of the Risk Management Committee at its meeting held on March 25, 2025, discussed and reviewed the risk mitigation processes adopted by the Management to address various risks to the Companyâs business including the business, IT, Financial and compliance risks. The members satisfied themselves that appropriate risk management frameworks are in place and appropriate practices are being followed.
RELATED PARTY TRANSACTIONS
All transactions with related parties are placed before the Audit Committee for its review and approval on a quarterly basis. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.
All transactions with related parties entered into during the year under review were at armâs length basis and in the ordinary course of business.
During the year under review, your Company has entered into transactions with CommScope India
Private Limited, a related party, which is considered material in terms of Section 188 of the Act and Regulation 23 of the SEBI Listing Regulations (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements). Accordingly, the disclosure of these transactions as required under Section 134(3) (h) of the Act, in Form AOC 2, is attached to this report as Annexure A. Necessary approval of the shareholders of the Company has been taken for entering into material related party transactions with CommScope India Private Limited.
Related Party disclosures as per Ind AS-24 have been provided in Notes to financial statements.
The Policy on Related Party Transactions is available on the Companyâs website and can be accessed using the link https://www.adckcl.com/in/en/aboutus/ policies.html.
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Company has filed half yearly reports to BSE Limited for the related party transactions.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details on internal control systems and their adequacy are provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration Number 324982E/ E300003) were appointed as Statutory Auditors of the Company for a term of 5 (five) years, to hold office from the conclusion of 34th Annual General Meeting held on July 29, 2022 until the conclusion of 39th Annual General Meeting to be held in 2027.
The Auditorâs Report for the financial year 202425 does not contain any qualification, reservation, adverse remark or disclaimer. The Auditorâs Report is enclosed with the Financial Statements in this Annual Report.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. V Sreedharan and Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2025.
The Secretarial Audit Report for the financial year ended March 31, 2025, as required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations is attached to this report as Annexure B.
In the Secretarial Audit Report for the financial year ended March 31, 2025, the Secretarial Auditors have made the following observation:
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., except for the non-submission of e-form DIR-12 for the appointment of Mr. Jonathan Niall Murphy on the Board of the Company with effect from February 07, 2025, as Non-Executive, Non-Independent Director.
Filing e-form DIR-12 for the appointment of Mr. Jonathan Niall Murphy was delayed due to the delay in obtaining certified copy of certain documents from the Department of Foreign Affairs in Ireland for processing his DSC. The e-form DIR-12 has since been filed by the Company.
Other than the above observation, there are no other qualifications, reservation, adverse remark or disclaimer in the Secretarial Audit Report.
The Annual Secretarial Compliance Report for the financial year ended March 31,2025, has been submitted to BSE Limited, where the shares of the Company are listed within the stipulated time.
Further pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, Section 204 of the Act and the Rules framed thereunder, M/s. V Sreedharan and Associates has been appointed as the Secretarial Auditors of the Company for a period of five consecutive years commencing from FY 2025-26 until FY 2029-30, subject to approval of the shareholders of the Company.
REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of fraud committed in the company by its Officers or Employees to the Audit Committee and/or Board of Directors under section 143(12) of the Act.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The details of the CSR Committee are provided in the Corporate Governance Report, which forms a part of this Annual Report. The CSR Policy is available on the website of the Company at https://www.adckcl. com/in/en/aboutus/policies.html.
The Companyâs strategic focus areas for its CSR activities are Education and Health. The Company implements the CSR projects through implementing partners. In terms of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has spent INR 34.00 lakhs towards CSR projects during the year under review.
The Annual Report on CSR Activities is attached with this report as Annexure C.
SUSTAINABILITY, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Sustainability
We at ADC India communication, embrace sustainability as a fundamental business value. Our commitment to sustainability and role in developing the networks of tomorrow humbles all of us every day.
We are meeting the moment while building a foundation for a more sustainable future. We are building the processes and systems that will be necessary to ensure we can meet not only regulatory requirements but the goals of our customers. ADC India manufacturing facility are certified to ISO 14001:2015 for environmental management systems and ISO 45001:2018 for health and safety management systems.
ADC India communication values our employees and the communities we serve advancing equity at every touchpoint. From our diversity and Inclusion with regular ongoing training and engagement program. ADC India is also committed to the communities we serve and are involved in many education programs to combat the digital divide and extending learning opportunities to people.
Delivering our sustainability actions and advancing network technology is not only critical for our business, but also for the society in which we inhabit.
B. Conservation of Energy
The Company is committed towards conservation of energy. Towards this, the conventional light fittings have been replaced by LED fittings in the factory, resulting in a reduction in power consumption by about 10%.
Your Company looked into maximum Utilization of Rainwater harvesting to Gardening and land scaping. Other left out areaâs work is under progress.
C. Development Activities
During the year, the following developmental
activities were carried out by the Company:
⢠Introduced new variants of Wire Mesh Basket System for Data Centre requirements, based on Customer feedback & Best practices.
⢠Introduced new design fiber cable and Rugged Fiber armored Cable assemblies to suit customer applications.
⢠Introduced high density Swing out Fiber panels in both Single mode & Multimode version.
D. Foreign exchange earnings and outgo
Foreign exchange earned comprises export revenue on an actual basis. Foreign exchange outgo comprises import of goods and dividend payment on an actual basis.
Total foreign exchange earned and outgo are as follows:
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(Amounts in INR Lakhs) |
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2024-25 |
2023-24 |
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a. Foreign Exchange earned in terms of actual inflows |
2,036.80 |
2,400.33 |
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b. Foreign Exchange outgo in terms of actual outflows |
3,217.52 |
3,490.60 |
PARTICULARS OF REMUNERATION
The particulars pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached with this report as Annexure D.
The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Boardsâ Report. In terms of proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members of the Company excluding this statement. The said statement is open for inspection upon specific request made in writing to the Company by the Members. Any Member interested in obtaining a copy of the same may write to the Company Secretary at support@adckcl.com.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary companies.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), the declared dividends, which remains unpaid or unclaimed for a period of 7 (seven) years from the date of their transfer to the Unpaid Dividend Account of the Company are required to be transferred by the Company to the Investor Education and Protection Fund (âIEPFâ) established by the Central Government. Further, pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, the shares on which dividends have not been paid or claimed for 7 (seven) consecutive years or more shall be transferred to the IEPF Authority.
Pursuant to the above-mentioned provisions, during the financial year 2024-25, the unclaimed dividend amount of INR 3,47,916/- pertaining to the financial year ended March 31, 2017, was transferred to IEPF. Further, 1400 equity shares on which dividend remained unpaid/unclaimed for seven consecutive years was transferred to designated demat account of the IEPF Authority during the financial year 202425 after following the procedure prescribed under the IEPF Rules.
ANNUAL RETURN
Pursuant to Sections 92(3) and 134(3)(a) and of the Act, the Annual Return of the Company is available on the website of the Company and can be accessed at https://www.adckcl.com/in/en/aboutus/ investorrelations/annual-reports-and-returns.htm.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
No material changes and commitments have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report, which would affect the financial position of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or provided any guarantee or made investment within the meaning of section 186 of the Act during the year under review.
DEPOSITS
The Company has not accepted any deposits from
the public during the year under review and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.
COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant and material orders have been passed by the Regulators, Courts and Tribunals impacting the going concern status of the Company and its future operations.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
No proceedings have been initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016.
OTHER DISCLOSURES
No disclosure or reporting is made with respect to the following items, as there were no transactions / events on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
c. Raising funds through preferential allotment or qualified institutions placement.
d. There has been no change in the nature of business of the Company.
e. There was no instance of a one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENTS
Your Directors thank the Companyâs parent company, customers, business partners, shareholders, vendors and bankers for their continued Cooperation and support. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow.
Mar 31, 2018
To the Members,
The Board of Directors have pleasure in presenting the 30th Annual Report on the business and operations of your Company, along with the audited financial statements for the financial year ended March 31, 2018.
Financial Results
(Rs. in lakhs)
|
Year ended 31st March 2018 |
Year ended 31st March 2017 |
|
|
Revenue from operations |
6544.41 |
6176.73 |
|
Other Income |
303.94 |
295.81 |
|
Total Revenue |
6848.35 |
6472.54 |
|
Profit before depreciation and Tax |
615.80 |
659.58 |
|
Depreciation |
29.23 |
26.06 |
|
Profit for the year before Tax |
586.57 |
633.52 |
|
Tax Expense |
232.86 |
245.25 |
|
Profit for the year after Tax |
353.71 |
388.27 |
FINANCIAL PERFORMANCE
In the financial year 2017-18 the overall revenue from operations grew by about 6% over that of previous year. Revenue from the Telecommunication business decreased by about 4% and the revenue from IT-Networking (Enterprise network) business grew by about 9% over that of previous year.
DIVIDEND
Your Directors recommend a dividend of Rs.4.00 per equity share, of the face value of Rs.10/-each,to be appropriated from the profits of the financial year ended March 31, 2018, subject to the approval by the shareholders at the ensuing Annual General Meeting.
STRATEGY AND OPERATIONS
The economic environment continued to improve where Enterprise network market growth continues to improve compared to Telecom sector which grapple with fewer orders. Pressure on profitability continues due to major issue with greater competition for every single opportunity leading to pressure on margins in the market place. Your Company foresee continued growth in Enterprise network in the next few years and another challenging year for the Telecom sector, which continue to be volatile.
The market overall is expected to improve in the medium term driven by domestic demand and Government projects, Infrastructure projects, Defense sector, E-commerce. Your Company do see growth in Fiber Business over copper due to large infrastructure corridors, national fiber optic network, digital India & smart city initiatives. Your Company should be able to favorably participate in the areas of its strength within each Opportunity as the market activities picks up.
Apart from outsourcing a major portion of manufacturing operations, the Company continued to look at other ways of cost reduction and be cost competitive in the market. As you are aware the Company continue to operate from smaller location which fits into overall operational requirement at this moment and continue to rent the companyâs own facility, which has yielded better results as expected and expect the same in the years to follow.
DIRECTORS
Mr.N.Srinivasan, Independent Director passed away on March 04, 2018.Your Board of Directors and the Employees of ADC India express their profound grief and place on record their sincere appreciation for his guidance and valuable contributions to the Company during his tenure as a Director of the Company.
We are glad to invite Mr. Ravi Bosco Rebello who joined the Board on August 04, 2017 as an Additional Director. Brief resume of Mr. Ravi Bosco Rebello is provided in the Notice of the Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the company, confirming that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.
BOARD MEETINGS
Six Board meetings were held during the financial year 2017-18 on May 16, 2017, July 21, 2017, August 04, 2017, November 15, 2017, February 02, 2018 and March 21, 2018. The details of meetings held by various Committees of the Board are given in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3) (C) of the Companies Act, 2013, the Directors based on the information and representations received from the Company Management confirm that:
a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed with no material departures;
b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;
d. The Directors had prepared the Annual Accounts on a âgoing concernâ basis;
e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and have been operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DIRECTORSâ APPOINTMENT AND REMUNERATION
Considering the requirements of the skill-sets on the Board, persons having professional expertise in their individual capacity as independent professionals and who can effectively contribute to the Companyâs business and policy decisions are considered by the Nomination and Remuneration Committee for appointment of new Directors on the Board. The Non-Executive Directors appointed on the Board are paid sitting fees for attending the Board and Board Committee Meetings. No other remuneration or commission is paid to the Non-Executive Directors. The remuneration paid to the Managing Director is governed by the relevant provisions of the Companies Act, 2013, rules of the Company and Shareholdersâ approval.
AUDITORS AND AUDITORSâ REPORT
At the 26th Annual General Meeting of the Company held on August 08, 2014 M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company were appointed as the Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the fifth consecutive Annual General Meeting and in terms of section 139 of the Companies Act, 2013 and the Rules made thereunder this appointment was subject to ratification by members at every annual general meeting.The Companies (Amendment) Act,2017 has amended Section 139 of the Companies Act, 2013 where in the provision regarding ratification of appointment of the Auditors at every Annual General Meeting has been omitted. Consequently, the matter of ratification of appointment of M/s. Deloitte Haskins & Sells need not be placed before the forthcoming Annual General Meeting.
The Auditorsâ report read with Notes to Financial Statements are self-explanatory and do not call for any further explanation or comments under Section 134(f) of the Companies Act, 2013.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies, 2013 and the Rules made thereunder, M/s.V.Sreedharan and Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors to conduct a secretarial audit of the Companyâs Secretarial and related records for the financial year 2017-18. The Secretarial Auditorsâ Report for the financial year ended March 31, 2018 is annexed to this Report as Annexure 1.No adverse comments have been made in the said report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has spent an amount of Rs.20 lakhs, which includes the unspent amount of Rs.6.90 lakhs during the financial year 2016-17 towards various CSR Programs undertaken by the Company during the year. The Annual Report on CSR activities is in accordance with the Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure 2.
CORPORATE GOVERNANCE
Your Company has always practiced sound corporate governance and has complied with various provisions of corporate governance.
As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report and the Statutory Auditorsâ Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.
UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
During the financial year 2017-18 unclaimed dividend amount of Rs. 0.80 Lakhs pertaining to dividend declared for the financial year 2008-09 was transferred to the Investor Education and Protection Fund. During this year in terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company transferred the corresponding shares, where the dividends for the last seven consecutive years have not been claimed by the concerned shareholders to IEPF on December 01, 2017.
Unclaimed dividend amounting to Rs. 0.77 Lakhs pertaining to dividend declared for the financial year 2009-10 was transferred to the Investor Education and Protection Fund on April 12, 2018.In terms of the Investor Education and Protection Fund Authority (Accounting, Audit, Transferand Refund) Rules, 2016 as amended, the Company has also transferred the corresponding shares, where the dividends for the last seven consecutive years have not been claimed by the concerned shareholders to IEPF on May 10, 2018.
TRANSFER TO RESERVES
During the year no amount has been transferred to the General Reserve.
WEBSITE OF THE COMPANY
The Company maintains a website www.adckcl. com where information related to the Company are displayed.
FIXED DEPOSITS
During the year, the Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date.
LISTING
The equity shares of the Company are listed with Bombay Stock Exchange Limited. There are no arrears on account of payment of listing fees to them.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
A. Conservation of Energy
The following energy conservation measures were implemented during the year:
- Replaced Air Conditioner Reciprocating Compressor to Scroll compressor to reduce power consumption.
- Replaced Push Cock water taps to Hall Round taps to reduce water consumption.
B. Technology
During the year under review the Company successfully completed the migration to cloud based ERP System which also enabled compliance with GST Rules and Regulations.
C. Research and Development
- Focus on continuous improvement activities continued during the year.
- Provided battery operated stacker to the subcontractor to reduce operator fatigue and accidents.
- Fixed safety brackets for a few material storage racks to prevent accidents.
- 50 Ton Injection Molding Machine operating front panel was repaired locally using the old parts of 80 Ton Injection Molding Machine resulting in a saving of around Rs. 6 lakhs.
FOREIGN EXCHANGE EARNINGS AND OUTFLOW
During the year your Company has earned Foreign Exchange of Rs.47.72 Lakhs and the Foreign Exchange outflow was Rs.17.37 Lakhs.
EXTRACT OF ANNUAL RETURN
As required under the provisions of section 92(3) and 134(3)(a) of the Companies Act.2013 read with Companies (Management and Administration) Rules, 2014 an extract of the annual return for the year ended March 31, 2018 isannexed to this report as Annexure 3
MANAGERIAL REMUNERATION AND RELATED DISCLOSURES
The details of the remuneration paid to the Directors of the Company is mentioned in the Corporate Governance Report. The disclosure pursuant to 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 (as amended) is annexed to this report as Annexure 4.
WHISTLE BLOWER MECHANISM
The Company has established a mechanism called âVigil Mechanism Policyâ for employees, directors and others who are associated with the Company to report to management instances of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct. The Policy provides adequate safeguards against victimization of employees/directors who avail the mechanism. The Vigil Mechanism also cover the Whistle Blower mechanism aspect as stipulated under clause 49 of the Listing Agreement. The Company affirms that no person has been denied access to the Audit Committee in this respect.The policy has been communicated to all employees by displaying the same on the Companyâs website.
SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES
The Company does not have any Subsidiary/ Associate/Joint Venture Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. The Company is committed to creating a safe and healthy working environment. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and Sexual Harassment. The Company has a zero tolerance approach to any form of Sexual Harassment. The policy has been displayed in the Companyâs website.
RELATED PARTY TRANSACTIONS
The Related Party Transaction Policy for determining the materiality of related party transactions and on the dealings with related parties has been displayed in the Companyâs website.
All transactions with related parties during the year were in the ordinary course of business and at armâs length. There are no related party transactions that may have potential conflict with the interest of the Company at large.The details of related party transactions are disclosed in Note No.32 to financial statements forming part of the accounts.
RISK MANAGEMENT
The Company has formed a Risk Management Committee and the constitution and terms of reference of this Committee are set out in detail
in the Corporate Governance Report. The details of risks faced by the Company and its mitigation process was discussed by the Risk Management Committee at its meeting held on February 02,2018 and the same was also reviewed by the Board of Directors at its meeting a held on the same day.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Directors to the best of their ability have laid down internal financial controls to be followed by the Company, which they believe are adequate keeping in view the size and nature of Companyâs business. Adequate financial procedures are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. This ensures the quality and reliability of financial data, financial statements and financial reporting.
Your Companyâs internal financial controls are deployed through an internally evolved framework that address material risks in your Companyâs operations and financial reporting objectives, through a combination of entity level controls and process controls (both manual and automated), information technology based controls, period end financial reporting and closing controls and through internal audit. The Audit Committee of the Board reviews the adequacy of internal financial controls on an ongoing basis to identify opportunities for improvement in the existing systems to further strengthen the internal control environment in your Company.
ANNUAL EVALUATION OF BOARDâS PERFORMANCE
The Companyâs Policy and process for evaluation lays down a structured questionnaire to be used in the evaluation of the entire Board of the Company, Board Sub-Committees and Individual Directors including the Independent Directors.This Policy has been displayed in the Companyâs websitewww. adckcl.com.
Using the structured questionnaire the evaluations of the entire Board, Board Committees and individual Board Members including the Chairman of the Board has been carried out.The Directors have expressed their full satisfaction with the performance of the Board, Board Committees and the members of the Board.
LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or guarantee nor has made any investment during the financial year 2017-18 attracting the provisions of section 186 of the Companies Act,2013.
MATERIAL CHANGES AND COMMITMENTS
There have not been any material changes and commitments affecting the financial position of the Company between the financial year ended March 31, 2018 and the date of the Directors Report.
ACKNOWLEDGEMENTS
Your Directors thank the customers, channel partners, distributors, vendors and bankers for the support and co-operation given by them during the year. Your Directors also take this opportunity to place on record their appreciation to all employees for their hard work and support during the year as well as for the advice and support received from the Promoters of the Company.
For and on behalf of the Board of Directors
S.Devarajan J.N.Mylaraiah
Chairman Managing Director
Place: Bangalore
Date: May 23, 2018
Mar 31, 2017
BOARDâS REPORT
To the Members,
The Board of Directors have pleasure in presenting the 29th Annual Report on the business and operations of your Company, along with the audited financial statements for the financial year ended March 31, 2017.
Financial Results
(Rs. in lakhs)
|
For the year ended 31st March 2017 |
For the Year ended 31st March 2016 |
|
|
Revenue from operations (net of Excise Duty) |
6232.39 |
5819.25 |
|
Other Income |
295.55 |
279.21 |
|
Total Revenue |
6527.94 |
6098.46 |
|
Profit before depreciation and Tax |
658.54 |
618.60 |
|
Depreciation |
26.06 |
34.19 |
|
Profit for the year before Tax |
632.48 |
584.41 |
|
Provision for Tax |
244.95 |
62.71 |
|
Profit for the year after Tax |
387.53 |
521.70 |
FINANCIAL PERFORMANCE
In the financial year 2016-17 the revenue from operations grew by 7% over that of previous year. Revenue from the Telecommunication business decreased by about 9% and the revenue from IT-Networking (Enterprise network) business grew by about 13% over that of previous year.
DIVIDEND
Your Directors recommend a dividend of Rs.3.00 per equity share, of the face value of Rs.10/-each, to be appropriated from the profits of the financial year ended March 31, 2017, subject to the approval by the shareholders at the ensuing Annual General Meeting.
During the financial year ended March 31, 2017, unclaimed dividend amount of Rs. 80,119/pertaining to dividend declared for the financial year 2008-09 was transferred to the Investor Education and Protection Fund.
TRANSFER TO RESERVES
During the year no amount has been transferred to the General Reserve.
STRATEGY AND OPERATIONS
India has been witnessing a steady economic growth over the past few years, and is expected to grow strongly with government reforms and thereby creating opportunities, where your company foresee growth in Enterprise network market as compared to Telecom sector which is grappling with emergence of new and competitive service models and witnessing consolidation with fewer orders, lower price realization and reduced profitability. Pressure on profitability continues due to greater competition at the market. The market is expected to improve driven by demand in Banking & Finance sector, Manufacturing, Infrastructure projects by Government, Defense sector, healthcare & hospitality projects. Your Company do see growth in Fiber Business over copper due high bandwidth requirements with rapid adoption of advanced internet applications and your Company will be able to favorably participate in this market.
The Company continues to focus on consistent revenue growth with profitability. The Company focused on effective strategy execution this year which had good success in bringing large deals and we believe that the core products from Enterprise & Telecom sector together with new things are helping us to differentiate on value in the market. The Company continue to focus on client engagement and value creation. Apart from outsourcing a portion of manufacturing operations, the Company continued to look at ways of cost reduction through operational efficiency and be cost competitive in the market to achieve the desired results.
DIRECTORS
During the year there were no changes in the Board of Directors.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the company, confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.
BOARD MEETINGS
Seven Board meetings were held during the financial year 2016-17 on May 25, 2016, July 05, 2016, July 13, 2016, August 05, 2016, November 12, 2016, January 27, 2017 and March 21, 2017.The details of meetings held by various Committees of the Board are given in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3) (C) of the Companies Act, 2013, the Directors based on the information and representations received from the Company Management confirm that:
a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed with no material departures;
b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;
d. The Directors had prepared the Annual Accounts on a âgoing concernâ basis;
e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and have been operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS APPOINTMENT AND REMUNERATION
Considering the requirements of the skill-sets on the Board, persons having professional expertise in their individual capacity as independent professionals and who can effectively contribute to the Companyâs business and policy decisions are considered by the Nomination and Remuneration Committee for appointment of new Directors on the Board. The Non-Executive Directors appointed on the Board are paid sitting fees for attending the Board and Board Committee Meetings. No other remuneration or commission is paid to the Non-Executive Directors. The remuneration paid to the Managing Director is governed by the relevant provisions of the Companies Act, 2013, rules of the Company and Shareholdersâ approval.
AUDITORS AND AUDITORSâ REPORT
At the 26th Annual General Meeting of the Company held on August 08, 2014 M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company were reappointed as the Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the fifth consecutive Annual General Meeting. In terms of section 139 of the Companies Act, 2013 and the Rules made thereunder this appointment is subject to ratification by members at every Annual General Meeting. M/s. Deloitte Haskins & Sells have confirmed their eligibility for re-appointment and offer themselves for reappointment. The Board of Directors based on the recommendation of the Audit Committee proposes the appointment of M/s. Deloitte Haskins & Sells as the Statutory Auditors of the Company.
The Auditorsâ observation read with Notes to Financial Statements are self-explanatory and do not call for any further explanation or comments under Section 134(f) of the Companies Act, 2013.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies, 2013 and the Rules made there under, M/s.V.Sreedharan and Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors to conduct a secretarial audit of the Companyâs Secretarial and related records for the financial year 2016-17. The Secretarial Auditorsâ Report for the financial year ended March 31, 2017 is annexed to this Report as Annexure 1. No adverse comments have been made in the sand report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has spent an amount of Rs.500,000/-towards various CSR Programs undertaken by the Company during the year. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure 2.
CORPORATE GOVERNANCE
Your Company has always practiced sound corporate governance and has complied with various provisions of corporate governance.
As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report and the Statutory Auditorsâ Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.
WEBSITE OF THE COMPANY
The Company maintains a website www.adckcl.com where information related to the Company are provided.
FIXED DEPOSITS
During the year, the Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date
LISTING
The equity shares of the Company are listed with Bombay Stock Exchange Limited. There are no arrears on account of payment of listing fees to them.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION A. Conservation of Energy
The following energy conservation measures were implemented during the year:
- Continual usage of Natural ventilations and energy efficient CFL lamps in the factory premises for overall electricity consumption.
- Effective preventive maintenance helped enhanced energy efficiency of various equipment.
B. Technology
During the financial year 2016-17 the Company decided to upgrade its ERP system to have better control on the operations & at the same time be ready for the GST roll-out planned by Central Government and the up gradation is in progress. The Company also introduced new Copper & Fiber Patch panels in the market, which helps customer in better rack space saving with better manageability features. Further the Company did introduce upgraded Outdoor environment enclosures/Cable assembliesâ products to support the Security & Surveillance market & continued its focus on Standard-Compliant product portfolio to increase its geographical reach.
C. Research and Development
- Safety guards were provided to all the machines in the factory to prevent accidents.
- For Pneumatic operated presses safety operation technique were built in to prevent accidents.
- To prevent soldering fume in the open atmosphere a duct was made to remove the fume outside to protect the health of the employees.
FOREIGN EXCHANGE EARNINGS AND OUTFLOW
During the year your Company has earned Foreign Exchange of Rs.2,665,432/- and the Foreign Exchange outflow was Rs.4,279,272/-.
EXTRACT OF ANNUAL RETURN
As required under the provisions of section 92(3) and 134(3)(a) of the Companies Act.2013 read with Companies ( Management and Administration) Rules, 2014 an extract of the annual return for the year ended March 31, 2016 is annexed to this report as Annexure 3.
MANAGERIAL REMUNERATION AND RELATED DISCLOSURES
The details of the remuneration paid to the Directors of the Company is mentioned in the Corporate Governance Report. The disclosure pursuant to 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 (as amended) is annexed to this report as Annexure 4.
WHISTLE BLOWER MECHANISM
The Company has established a mechanism called âVigil Mechanism Policyâ for employees, directors and others who are associated with the Company to report to management instances of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct. The Policy provides adequate safeguards against victimization of employees/directors who avail the mechanism. The Vigil Mechanism also cover the Whistle Blower mechanism aspect as stipulated under clause 49 of the Listing Agreement. The Company affirms that no person has been denied access to the Audit Committee in this respect. The policy has been communicated to all employees by displaying the same on the Companyâs website.
SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES
The Company does not have any Subsidiary/ Associate/Joint Venture Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. The Company is committed to creating a safe and healthy working environment. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and Sexual Harassment. The Company has a zero tolerance approach to any form of Sexual Harassment. The policy has been displayed in the Companyâs website.
RELATED PARTY TRANSACTIONS
The Related Party Transaction Policy for determining the materiality of related party transactions and also on the dealings with related parties has been displayed in the Companyâs website.
All transactions with related parties during the year were in the ordinary course of business and at armâs length. There are no related party transactions that may have potential conflict with the interest of the Company at large. The details of related party transactions are disclosed in Note No.24 to financial statements forming part of the accounts.
RISK MANAGEMENT
The Company has formed a Risk Management Committee and the constitution and terms of reference of this Committee are set out in detail in the Corporate Governance Report. The details of risks faced by the Company and its mitigation process was discussed by the Risk Management Committee at its meeting held on January 27, 2017 and the same was also reviewed by the Board of Directors at its meeting a held on the same day.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Directors to the best of their ability have laid down internal financial controls to be followed by the Company, which they believe are adequate keeping in view the size and nature of Companyâs business. Adequate financial procedures are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. This ensures the quality and reliability of financial data, financial statements and financial reporting.
Your Companyâs internal financial controls are deployed through an internally evolved framework that address material risks in your Companyâs operations and financial reporting objectives, through a combination of entity level controls and process controls (both manual and automated), information technology based controls, period end financial reporting and closing controls and through internal audit. The Audit Committee of the Board reviews the adequacy of internal financial controls on an ongoing basis to identify opportunities for improvement in the existing systems to further strengthen the internal control environment in your Company.
ANNUAL EVALUATION OF BOARDâS PERFORMANCE
The Companyâs Policy and process for evaluation lays down a structured questionnaire to be used in the evaluation of the entire Board of the Company, Board Sub-Committees and Individual Directors including the Independent Directors. This Policy has been displayed in the Companyâs website www.adckcl.com.
Using the structured questionnaire the evaluations of the entire Board, Board Committees and individual Board Members including the Chairman of the Board has been carried out. The Directors have expressed their full satisfaction with the performance of the Board, Board Committees and the members of the Board.
LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or guarantee nor has made any investment during the financial year 2016-17 attracting the provisions of Section 186 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS
There have not been any material changes and commitments affecting the financial position of the Company between the financial year ended March 31, 2017 and the date of the Directors Report.
ACKNOWLEDGEMENTS
Your Directors thank the customers, channel partners, distributors, vendors and bankers for the support and co-operation given by them during the year. Your Directors also wish to place on record their sincere appreciation for the continued co-operation and support provided by all employees during the year as well as for the advice received from the Promoters of the Company.
For and on behalf of the Board of Directors
S.Devarajan J.N.Mylaraiah
Chairman Managing Director
Place: Bangalore
Date: May 16, 2017
Mar 31, 2016
To the Members,
The Board of Directors have pleasure in presenting the 28th Annual Report on the business and operations of your Company, along with the audited financial statements for the financial year ended March 31, 2016.
Financial Results
(Rs. in lakhs)
|
For the Year ended 31st March 2015 |
For the year ended 31st March 2016 |
|
|
Gross Revenue (including Excise Duty) |
6456.08 |
6310.85 |
|
Profit/(Loss) before depreciation and Tax |
770.77 |
618.60 |
|
Less: Depreciation |
54.99 |
34.19 |
|
Net Profit/(Loss) for the year before Tax |
715.78 |
584.41 |
|
Provision for Tax |
218.06 |
62.71 |
|
Profit/(Loss) after Tax |
497.72 |
521.70 |
|
Add: Profit brought forward from previous year |
3594.94 |
2424.22 |
|
Profit available for Appropriation |
4092.66 |
2945.92 |
|
Appropriations |
|
|
|
Interim Dividend on Equity Shares |
1334.00 |
- |
|
Proposed Final Dividend on Equity Shares |
46.00 |
115.00 |
|
Tax on Dividends |
288.44 |
23.41 |
|
Profit retained in Profit & Loss Account |
2424.22 |
2807.51 |
FINANCIAL PERFORMANCE
The gross revenue including other income during the year was more or less the same as that of previous year. Revenue from the Telecommunication business decreased by about 19% and the revenue from IT-Networking (Enterprise network) business grew by about 10% as compared to last year.
DIVIDEND
Your Directors recommend a dividend of Rs.2.50 per equity share, of the face value of Rs.10/-each, to be appropriated from the profits of the financial year ended March 31, 2016, subject to the approval by the shareholders at the ensuing Annual General Meeting.
During the financial year ended March 31, 2016, unclaimed dividend amount of Rs. 132,948/- pertaining to dividend declared for the year 2008 was transferred to the Investor Education and Protection Fund.
TRANSFER TO RESERVES
During the year no amount has been transferred to the General Reserve. An amount of Rs.2807.51 lakhs is proposed to be retained in the Statement of Profit and Loss on Standalone basis.
STRATEGY AND OPERATIONS
The economic environment continued to improve, where Enterprise network market growth continues to improve compared to Telecom sector which grapple with fewer orders, lower price realization and reduced profitability. Pressure on profitability continues due to greater competition at the market. Your Company foresee growth in both Enterprise and telecom industry to grow in the next few years. The market overall is expected to improve in the medium term driven by demand in Infrastructure projects, Defense sector, E-commerce, Hospitality, IT/ITES & Government projects. Your Company do see growth in Fiber Business over copper due to large infrastructure corridors, national fiber optic network, digital India & smart city initiatives. Your Company should be able to favorably participate once the market activities picks up.
With the acquisition of the Broadband Network Solutions Business Unit of TE Connectivity Limited by CommScope, your company has now become part of CommScope. Consequently your Company continued to focus on successful integration with the new company and growing revenues with profitability. Apart from outsourcing a major portion of manufacturing operations, the Company continued to look at other ways of cost reduction and be cost competitive in the market. As you are aware the Company continues to operate from smaller location which fits into overall operational requirement and continue to rent the companyâs own facility, which has yielded better results as expected and expect the same in the years to follow.
DIRECTORS
Mr. Joydeep Nag and Mr.Arun Kakatkar resigned as Directors of the Company with effect from August 29, 2015. Your Directors place on record their appreciation for the guidance and contribution provided by Mr. Joydeep Nag and Mr.Arun Kakatkar during their tenure with the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the company, confirming that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.
BOARD MEETINGS
Nine Board meetings were held during the year 2015-16 on May 11, 2015, June 12, 2015, July 17, 2015, August 14, 2015, August 28, 2015, November 03, 2015, January 22, 2016, March 08, 2016 and March 28, 2016. The details of meetings held by various Committees of the Board are given in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3) (C) of the Companies Act, 2013, the Directors based on the information and representations received from the Company Management confirm that:
a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed with no material departures;
b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;
d. The Directors had prepared the Annual Accounts on a âgoing concernâ basis;
e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and have been operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS APPOINTMENT AND REMUNERATION
Considering the requirements of the skill-sets on the Board, persons having professional expertise in their individual capacity as independent professionals and who can effectively contribute to the Companyâs business and policy decisions are considered by the Nomination and Remuneration Committee for appointment of new Directors on the Board. The Non-Executive Directors appointed on the Board are paid sitting fees for attending the Board and Board Committee Meetings. No other remuneration or commission is paid to the Non-Executive Directors. The remuneration paid to the Managing Director is governed by the relevant provisions of the Companies Act, 2013, rules of the Company and Shareholdersâ approval.
AUDITORS AND AUDITORSâ REPORT
At the 26th Annual General Meeting of the Company held on August 08, 2014 M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company were reappointed as the Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the fifth consecutive Annual General Meeting. In terms of section 139 of the Companies Act, 2013 and the Rules made there under this appointment is subject to ratification by members at every annual general meeting. M/s. Deloitte Haskins & Sells have confirmed their eligibility for re-appointment and offer themselves for reappointment. The Board of Directors based on the recommendation of the Audit Committee proposes the re-appointment of M/s. Deloitte Haskins & Sells as the Statutory Auditors of the Company.
The Auditorsâ observation read with Notes to Financial Statements are self-explanatory and do not call for any further explanation or comments under Section 134(f) of the Companies Act, 2013.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies, 2013 and the Rules made there under, M/s.V.Sreedharan and Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors to conduct a secretarial audit of the Companyâs Secretarial and related records for the financial year 2015-16. The Secretarial Auditorsâ Report for the financial year ended March 31, 2016 is annexed to this Report as Annexure 1. No adverse comments have been made in the said report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has spent an amount of Rs.750,000/-towards various CSR Programs undertaken by the Company during the year. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure 2.
CORPORATE GOVERNANCE
Your Company has always practiced sound corporate governance and has complied with various provisions of corporate governance.
As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Management Discussion and Analysis, Corporate Governance Report and the Statutory Auditorsâ Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.
WEBSITE OF THE COMPANY
The Company maintains a website www.adckcl.com where information related to the Company are provided.
FIXED DEPOSITS
During the year, the Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date.
LISTING
The equity shares of the Company are listed with Bombay Stock Exchange Limited. There are no arrears on account of payment of listing fees to them.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
A. Conservation of Energy
The following energy conservation measures were implemented during the year:
- Optimum usage of Natural ventilations and CFL lamps in the factory premises.
- Continuation of good maintenance practices.
- Rain water harvesting at the factory premises and use of water collected for cleaning activities. This has resulted in reduction in water consumption by around 10%.
- Change of Air Compressor from 18KW to 3.5KW resulting in reduced power consumption.
B. Technology
Your Company did introduce new products such as Fiber & Copper patch Lock system, which helps customer to look at additional level of physical security in critical connectivity requirements & also continued its work on supporting high density fiber requirements for co-locations with better manageability features. Your Company did introduce Outdoor environment enclosures / Cable assemblies products to support the Security & Surveillance market & continued its focus on Standard-Compliant product portfolio to increase its geographical reach.
C. Research and Development
- Installation of Chequer plates at material movement locations.
- Environmental Occupation Health and Safety (EOHS) awareness training for sub-contractor employees.
FOREIGN EXCHANGE EARNINGS AND OUTFLOW
During the year your Company has earned Foreign Exchange of Rs.16,422,099/- and the Foreign Exchange outflow was Rs.3,825,462/-.
EXTRACT OF ANNUAL RETURN
As required under the provisions of section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Companies ( Management and Administration) Rules, 2014 an extract of the annual return for the year ended March 31, 2016 is annexed to this report as Annexure 3.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pursuant to 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 are set out in Annexure 4 and forms part of the Boardâs Report.
Disclosures pursuant to the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure 5 and forms part of the Boardâs Report.
WHISTLE BLOWER MECHANISM
The Company has established a mechanism called âVigil Mechanism Policyâ for employees, directors and others who are associated with the Company to report to management instances of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct. The Policy provides adequate safeguards against victimization of employees/directors who avail the mechanism. The Vigil Mechanism also cover the Whistle Blower mechanism aspect as stipulated under clause 49 of the Listing Agreement The Company affirms that no person has been denied access to the Audit Committee in this respect. The policy has been communicated to all employees by displaying the same on the Companyâs website.
SUBSIDIARY / ASSOCIATES / JOINT VENTURE COMPANIES
The Company does not have any Subsidiary/ Associate/Joint Venture Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. The Company is committed to creating a safe and healthy working environment. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and Sexual Harassment. The Company has a zero tolerance approach to any form of Sexual Harassment. The policy has been displayed in the Companyâs website.
RELATED PARTY TRANSACTIONS
The Related Party Transaction Policy for determining the materiality of related party transactions and also on the dealings with related parties has been displayed in the Companyâs website.
All transactions with related parties during the year were in the ordinary course of business and at armâs length. There are no related party transactions that may have potential conflict with the interest of the Company at large. The details of related party transactions are disclosed in Note No.24 to financial statements forming part of the accounts.
RISK MANAGEMENT
The Company has formed a Risk Management Committee and the constitution and terms of reference of this Committee are set out in detail in the Corporate Governance Report. The details of risks faced by the Company and its mitigation process was discussed by the Risk Management Committee at its meeting held on January 22,2016 and the same was also reviewed by the Board of Directors at its meeting a held on the same day.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Directors to the best of their ability have laid down internal financial controls to be followed by the Company, which they believe are adequate keeping in view the size and nature of Companyâs business. Adequate financial procedures are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. This ensures the quality and reliability of financial data, financial statements and financial reporting.
Your Companyâs internal financial controls are deployed through an internally evolved framework that address material risks in your Companyâs operations and financial reporting objectives, through a combination of entity level controls and process controls (both manual and automated), information technology based controls, period end financial reporting and closing controls and through internal audit.The Audit Committee of the Board reviews the adequacy of internal financial controls on an ongoing basis to identify opportunities for improvement in the existing systems to further strengthen the internal control environment in your Company.
ANNUAL EVALUATION OF BOARDâS PERFORMANCE
The Companyâs Policy and process for evaluation lays down a structured questionnaire (a set of positive assertions) to be used in the evaluation of the entire Board of the Company, Board Sub-Committees and Individual Directors including the Independent Directors. This Policy has been displayed in the Companyâs website www.adckcl.com.
Using the parameters mentioned in the policy and process, all the evaluations has been carried out during the year. The Board Members had submitted their response on a scale of 0 to 3 for evaluating the entire Board, Board Committees and of their peer Board Members, including the Chairman of the Board. The Directors expressed their overall satisfaction with the evaluation process.
LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or guarantee nor has made any investment during the financial year 2015-16 attracting the provisions of section 186 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS
There have not been any material changes and commitments affecting the financial position of the Company between the financial year ended March 31, 2015 and the date of the Directors Report.
ACKNOWLEDGEMENTS
Your Directors thank the customers, channel partners, distributors, vendors and bankers for the support and co-operation given by them during the year. Your Directors also wish to place on record their sincere appreciation for the committed services by all employees during the year as well as for the advice received from the Promoters of the Company.
For and on behalf of the Board of Directors
S.Devarajan J.N.Mylaraiah
Chairman Managing Director
Place: Bangalore
Date: May 25, 2016
Mar 31, 2015
Dear Members,
The Board of Directors of your Company has pleasure in presenting the
27th Annual Report on the business and operations, including the
financial statements for the year ended March 31,2015.
Financial Results (Rs. in lakhs)
For the year For the Year
ended 31st ended 31st
March 2015 March 2014
Gross Revenue
(including Excise Duty) 6456.08 5279.73
Profit/(Loss) before
depreciation 770.77 416.44
Less: Depreciation 54.99 44.15
Net Profit/(Loss) for the
year before Taxation 715.78 372.29
Provision for Taxation 218.06 40.85
Profit/(Loss) after tax 497.72 331.44
Add: Profit brought
forward from previous year 3594.94 3431.18
Profit available for
Appropriation 4092.66 3762.62
Appropriations
Interim Dividend on Equity Shares 1334.00 -
Proposed Final Dividend
on Equity Shares 46.00 115.00
Tax on Dividends 288.44 19.54
Transfer to General Reserve - 33.14
Profit retained in Profit
& Loss Account 2424.22 3594.94
FINANCIAL PERFORMANCE
During the year the overall revenue grew by 19% over that of last year.
The Telecommunication business revenue grew by 30% and the
IT-Networking (Enterprise network) business revenue grew by 14% as
compared to last year.
DIVIDEND
Pursuant to the approval of the Board of Directors on March 27, 2015,
your Company had distributed an interim dividend of Rs.29/- per equity
share, of the face value of Rs.10/- each, to shareholders, who were on
the Register of Members of the Company as on April 07, 2015 being the
record date fixed for this purpose.
The Directors recommend a final dividend of Rs. 1/-per equity share,
of the face value of Rs.10/-each, to be appropriated from the profits
of the financial year ended March 31, 2015, subject to the approval by
the shareholders at the ensuing Annual General Meeting.
During the financial year ended March 31, 2015, unclaimed dividend
amount of Rs.137,049/- pertaining to dividend declared for the year
2006 was transferred to the Investor Education and Protection Fund.
TRANSFER TO RESERVES
During the year no amount has been transferred to the General Reserve.
An amount of Rs.2424.22 lakhs is proposed to be retained in the
Statement of Profit and Loss on Standalone basis.
STRATEGY AND OPERATIONS
The economic environment continued to improve both in the Enterprise
network market & Telecom sector. Enterprise network market growth
continues to improve compared to last few years of slow growth. But the
pressure on profitability continues due to greater competition at the
mid & lower end of the market. On the telecom front 4G plans of large
telecom operators are expected to drive the industry pace and growth.
The new Government is expected to facilitate the growth of the telecom
industry in the next 2 to 3 years.
The market is expected to improve overall in the medium term driven by
domestic demand and Government projects. Policies and decision makings
are expected to improve next year, with a new stable government in
place. During the year, your company''s continued focus was on growing
revenues and profitability. Apart from outsourcing a major portion of
manufacturing operations, the Company continued to look at other ways
of cost reduction and to be cost competitive. As you are aware
consequently we did rent out the Company''s own facility and move to a
smaller location which fits into our overall operational requirement
where we continue to operate from, which has yielded better results as
expected and in the years to follow and the Company should be able to
favorably to participate once the market activities picks up.
DIRECTORS
Mr. Joydeep Nag, Director retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
Brief resume of Mr. Joydeep Nag is provided in the Notice of the Annual
General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the company, confirming that they meet the criteria of
independence as provided under section 149(6) of the Companies Act,
2013.
KEY MANAGERIAL PERSONNEL
During the year Mr. Rakesh Bhanushali joined the Company as the Chief
Financial Officer with effect from July 01, 2014.
BOARD MEETINGS
Eleven Board meetings were held during the year 2014-15 on May 23,2014,
June 27,2014, July 28,2014, September 18,2014, October 28,2014,
November 18,2014, January 23,2015, January 29,2015, February 12,2015,
March 04,2015 and March 27,2015. The details of meetings held by
various Committees of the Board are given in the Corporate Governance
Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Companies Act,
2013, the Directors based on the information and representations
received from the Company Management confirm that:
a. In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed with no material departures;
b. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period ;
c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
d. The Directors had prepared the Annual Accounts on a ''going concern''
basis;
e. The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and have been operating effectively; and
f. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
DIRECTORS APPOINTMENT AND REMUNERATION
Considering the requirements of the skill-sets on the Board, persons
having professional expertise in their individual capacity as
independent professionals and who can effectively contribute to the
Company''s business and policy decisions are considered by the
Nomination and Remuneration Committee for appointment of new Directors
on the Board. The Non-Executive Directors appointed on the Board are
paid sitting fees for attending the Board and Board Committee Meetings.
No other remuneration or commission is paid to the Non-Executive
Directors. The remuneration paid to the Managing Director is governed
by the relevant provisions of the Companies Act, 2013, rules of the
Company and Shareholders'' approval.
AUDITORS AND AUDITORSÂ REPORT
At the 26th Annual General Meeting of the Company held on August 08,
2014 M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company
were re-appointed as the Auditors of the Company from the conclusion of
this Annual General Meeting until the conclusion of the fifth
consecutive Annual General Meeting. In terms of section 139 of the
Companies Act, 2013 and the Rules made thereunder this appointment is
subject to ratification by members at every annual general meeting.
M/s. Deloitte Haskins & Sells have confirmed their eligibility for
appointment and offer themselves for re-appointment. The Board of
Directors based on the recommendation of the Audit Committee proposes
the appointment of M/s. Deloitte Haskins & Sells as the Statutory
Auditors of the Company.
The Auditors'' observation read with Notes to Financial Statements are
self-explanatory and do not call for any further comments.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies, 2013 and
the Rules made thereunder, M/s.V.Sreedharan and Associates, Practicing
Company Secretaries were appointed as the Secretarial Auditor to
conduct a secretarial audit of the Company''s Secretarial and related
records for the financial year 2014-15. The Secretarial AuditorsÂ
Report for the financial year ended March 31,2015 is annexed to this
Report. No adverse comments have been made in the said report.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fulfill any of the three criteria specified in
section 135(1) of the Companies Act, 2013 and as such is not required
to comply with the provisions of section 135 of the Companies Act, 2013
and Companies (Corporate Social Responsibility Policy) Rules, 2014.
CORPORATE GOVERNANCE
Your Company has always practiced sound corporate governance and takes
necessary actions to comply with the mandatory provisions of corporate
governance.
As required under clause 49 of the Listing Agreement with the Stock
Exchange, the report on Management Discussion and Analysis, Corporate
Governance and the Statutory Auditors Certificate regarding compliance
of conditions of Corporate Governance forms part of the Annual Report.
WEBSITE OF THE COMPANY
The Company maintains a website www.adckcl. com where detailed
information of the Company is provided.
FIXED DEPOSITS
During the year, the Company has not accepted any fixed deposits.
Hence, there is no outstanding amount as on the Balance Sheet date.
LISTING
The equity shares of the Company are listed with Bombay Stock Exchange
Limited. There are no arrears on account of payment of listing fees to
them.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
A. Conservation of Energy
The Company continued to optimize the usage of Natural ventilations at
the new facility and use of CFL lamps. The Company also continued with
good maintenance practices.
B. Technology
The Company has introduced new products that would cater to the Telecom
market such as High density Fiber optic Equipment Panels to meet
today''s high density environments and expanded its portfolio to meet
the passive cabling infrastructure for the Distributed antenna system
that would help to support upcoming 4G projects. The Company continues
its focus and developed a Standard- compliant product portfolio to
increase its geographical reach.
C. Research and Development
Various continuous improvement activities continued during the year.
FOREIGN EXCHANGE EARNINGS AND OUTFLOW
During the year your Company has earned Foreign Exchange of
Rs.43,144,966/-and the Foreign Exchange outflow was Rs.1,932,319/-.
EXTRACT OF ANNUAL RETURN
As required under the provisions of section 92(3) and 134(3) (a) of the
Companies Act, 2013 read with Companies ( Management and
Administration) Rules, 2014 an extract of the annual return for the
year ended March 31,2015 is annexed to this report.
PARTICULARS OF EMPLOYEES
Information in accordance with provisions of Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company forms part of this Report. However, as per the
provisions Section 136 of the Companies Act, 2013, this Report is being
sent to all the Members of the Company excluding the aforesaid
information. The Members interested in obtaining such information may
write to the Company Secretary of the Company.
WHISTLE BLOWER MECHANISM
The Company has established a mechanism called "Vigil Mechanism Policy"
for employees, directors and others who are associated with the Company
to report to management instances of unethical behavior, actual or
suspected fraud or violation of the Company''s code of conduct. The
Policy provides adequate safeguards against victimization of
employees/directors who avail the mechanism. The Vigil Mechanism also
cover the Whistle Blower mechanism aspect as stipulated under clause 49
of the Listing Agreement The Company affirms that no person has been
denied access to the Audit Committee in this respect. The policy has
been communicated to all employees by displaying the same on the
Company''s website.
SUBSIDIARY / ASSOCIATES / JOINT VENTURE COMPANIES
The Company does not have any Subsidiary/ Associate/Joint Venture
Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has implemented a policy on Prevention, Prohibition and
Redressal of Sexual Harassment of Women at Workplace. The Company is
committed to creating a safe and healthy working environment. The
Company believes that all individuals have the right to be treated with
dignity and strives to create a workplace which is free of gender bias
and Sexual Harassment. The Company has a zero tolerance approach to any
form of Sexual Harassment. The policy has been displayed in the
Company''s website.
RELATED PARTY TRANSACTIONS
The Board in its meeting held on March 04, 2015 has adopted Related
Party Transaction Policy for determining the materiality of related
party transactions and also on the dealings with related parties. This
Policy has been displayed in the Company''s website.
All transactions with related parties during the year were in the
ordinary course of business and at arm''s length. There are no related
party transactions that may have potential conflict with the interest
of the Company at large. The details of related party transactions are
disclosed in Note No. 23 to financial statements forming part of the
accounts.
RISK MANAGEMENT
The Company has identified various risks faced by the Company from
different areas. For this purpose a proper framework has been set up.
The Company has also formed a Risk Management Committee. The
constitution and terms of reference of this Committee are set out in
detail in the Corporate Governance Report. The details of risks faced
by the Company and its mitigation process was discussed by the Risk
Management Committee at its meeting held on March 04, 2015 and the same
was also reviewed by the Board of Directors at its meeting a held on
the same day.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Directors to the best of their ability have laid down internal
financial controls to be followed by the Company, which they believe
are adequate keeping in view the size and nature of Company''s business.
Adequate procedures are in place to ensure that all the assets are
safeguarded, protected against loss and all transactions are
authorized, recorded and reported correctly. This ensures the quality
and reliability of financial data, financial statements and financial
reporting. The efficacy of internal financial controls systems are
validated by self-audits, verified during internal audits and reviewed
by the Audit Committee. The Audit Committee of the Board reviews the
adequacy of internal financial controls on an ongoing basis to identify
opportunities for improvement in the existing systems to further
strengthen the internal control environment in your Company.
ANNUAL EVALUATION OF BOARDÂS PERFORMANCE
The Nomination and Remuneration Committee of the Board at its meeting
held on March 27, 2015 have laid down the policy and process for
evaluation of Board of Directors. Under this Policy a set of parameters
to be used in the evaluation process has been determined for:
1. Self-evaluation of the Board and Board Committees.
2. Evaluation of Independent Director''s performance by other
Directors.
3. Evaluation of Non-Independent Director''s performance by Independent
Directors.
4. Evaluation of Chairman''s performance by Independent Directors.
5. Assessment of Quantity, Quality and Timeliness of information to
the Board
Using the parameters mentioned in the policy and process, all the
evaluations as mentioned above has been carried out during the year.
This Policy has been displayed in the Company''s website.
LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or guarantee nor has made any
investment during the financial year 2014-15 attracting the provisions
of section 186 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS
There have not been any material changes and commitments affecting the
financial position of the Company between the financial year ended
March 31,2015 and the date of the Directors Report.
ACKNOWLEDGEMENTS
The Directors thank the customers, channel partners, distributors,
vendors and bankers for the continued support given by them to the
Company during the year. Your Directors would also like to thank the
employees for their hard work and contribution during the year as well
as for the advice received from the Promoters of the Company.
On behalf of the Board of Directors
J.N.Mylaraiah Joydeep Nag
Managing Director Director
Place: Bangalore
Date: May 11,2015
Mar 31, 2014
To the Members,
The Board of Directors of your Company has pleasure in presenting the
26th Annual Report on the business and operations, including the
financial statements for the year ended March 31, 2014.
Financial Results
(Rs. in lakhs)
For the year For the Year
ended 31st ended 31st
March 2014 March 2013
Gross Revenue
(including Excise Duty) 5279.73 4195.81
Profit/(Loss) before
depreciation, exceptional
items and tax 416.44 (88.67)
Exceptional items Â
Expenses under
Voluntary Retirement
Scheme - 413.04
Profit/(Loss) before
depreciation 416.44 (501.71)
Less: Depreciation 44.15 73.03
Net Profit/(Loss) for the
year before Taxation 372.29 (574.74)
Provision for Taxation 40.85 30.95
Profit/(Loss) after tax 331.44 (605.69)
Add: Profit brought
forward from previous year 3431.18 4334.32
Profit available for
Appropriation 3762.62 3728.63
Appropriations
Dividend Proposed 115.00 69.00
Tax on Dividends 19.54 11.73
Transfer to General
Reserve 33.14 216.72
Profit retained in Profit &
Loss Account 3594.94 3431.18
During the year the overall revenue grew by 25% over that of last year.
The telecom business revenue grew by 20% and the Enterprise network
business revenue grew by 27% as compared to last year. Both segment of
business registered Profit during the year as compared to loss in the
previous year.
Dividend
Your Directors recommend a dividend of 25% (Rs.2.50 per equity share of
Rs. 10/-) for the year ended March, 2014, subject to the approval by
the shareholders at the forthcoming Annual General Meeting.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act 1956, your Directors
confirm that:
a. in the preparation of annual accounts the applicable accounting
standards have been followed and there are no material departures;
b. accounting policies have been selected and applied consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the Profit or loss of the Company for
that period;
c. proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis.
Strategy & Operations
The economic environment continued to be uncertain at large and
particularly in the Enterprise network market & Telecom sector. The
Enterprise network market growth continues to be slow due to the
overall economic slow-down and the indecision of large players
committing continued outlays. Consequently expansion plans were either
put on hold or delayed. On the Telecom front, the Company continues to
grapple with fewer orders, lower price realization and reduced
profitability
The market is expected to improve in the medium term driven by domestic
demand and Government projects. Policies and decision makings are
expected to improve next year, with a new stable government in place.
During the year, your company''s continued focus was on growing revenues
and profitability. The Company also looked at ways for cost reduction.
Consequently the Company''s own facility was rented out and the
operations were moved to a smaller location fitting into the overall
operational requirement. This move is expected to deliver better
results in the years to come and the Company should be able to improve
its performance once the market activities pick up.
Directors
The Companies Act, 2013 provides for appointment of independent
directors. Section 149 (10) of the Companies Act, 2013 (effective from
April 01, 2014) provides that independent directors shall hold office
for
a term of up to five consecutive years on the Board of a Company.
Further section 149(13) states that the provisions of retirement by
rotation as Defined in sub Âsections (6) and (7) of section 152 shall
not apply to independent directors. Pursuant to these provisions, the
Board of Directors are seeking the appointment of Ms.Revathy Ashok,
Mr.N.Srinivasan and Mr.Devarajan as Independent Directors for a term of
five consecutive years from April 01, 2014 to March 31, 2019.
Since in terms section 149 read with section 152 of the Companies Act,
2013, the provisions of retirement by rotation are not applicable to
Independent Directors and in order to comply with the provisions of
Companies Act, 2013, the directors to retire by rotation have been
re-ascertained. Accordingly, Mr. Arun Kakatkar, Director will retire at
the ensuing annual general meeting and being eligible offers himself
for re-appointment.
Mr. Sanjay Handu ceased to be the Managing Director of the Company with
effect from September 06, 2013. Your Directors place on record their
appreciation of the contributions and valuable guidance given by him
during his association with the Company.
Mr. S.Viswanath ceased to be a Director with effect from September 06,
2013. Your Directors place on record their appreciation of his
contribution during his association with the Company.
We are glad to invite Mr.J.N.Mylaraiah to the Board, who became an
Additional Director with effect from September 06, 2013. Mr. Mylaraiah
was also appointed as the Managing Director of the Company with effect
from September 06, 2013.Mr.Mylaraiah retires at the ensuing Annual
General meeting under the erstwhile provisions of the Companies Act,
1956. Pursuant to the provisions of section 203 of the companies Act,
2013, the Board of Directors at their meeting held on May 23, 2014 have
appointed Mr.Mylaraiah as the Managing Director of the Company for a
period of five years from April 01, 2014.
Accordingly the Board of Directors are seeking the appointment of
Mr.Mylaraiah as the Managing Director for a term of five years from
April 01, 2014.
Corporate Governance
As required under clause 49 of the Listing Agreement, a report on
Corporate Governance and Auditor''s Certifcate confirming compliance
thereof are made a part of this Annual Report.
Particulars of Employees
During the year under review, none of the Company''s employees has
received remuneration in excess of the limits specified under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Auditors
The Auditors - M/s. Deloitte Haskins & Sells retire at the conclusion
of the ensuing Annual General Meeting and have confirmed their
eligibility and offer themselves for re-appointment.
Acknowledgements
Your Directors would like to express their grateful appreciation of the
support and co-operation received from the Customers, Bankers, Channel
Partners, Distributors and Vendors during the year. Your Directors
also place on record their appreciation for the hard work and
contribution of all employees during the year as well as for the advice
received from the Promoters of the Company.
On behalf of the Board of Directors
J.N.Mylaraiah Joydeep Nag
Managing Director Director
Place: Bangalore
Date: May 23, 2014
Mar 31, 2013
To the Members,
The Board of Directors of your Company has pleasure in presenting the
25th Annual Report on the business and operations, including the
fnancial statements for the year ended March 31, 2013.
Financial Results
(Rs. in lakhs)
For the year For the Period
ended 31st ended 31st
March 2013 March 2012
(12 Months) (6 months)
Gross Revenue
(including Excise Duty) 4195.81 2599.04
Proft/(Loss) before
depreciation, exceptional
items and tax (88.67) 129.11
Exceptional items Â
Expenses under
Voluntary Retirement
Scheme 413.04
Proft/(Loss) before
depreciation (501.71) 129.11
Less: Depreciation 73.03 46.60
Net Proft/(Loss) for the
year before Taxation (574.74) 82.51
Provision for Taxation 30.95 38.67
Proft/(Loss) after tax (605.69) 43.84
Add: Proft brought
forward from previous year 4334.32 4317.21
Proft available for
Appropriation 3728.63 4361.05
Appropriations
Dividend Proposed 69.00 23.00
Tax on Dividends 11.73 3.73
Transfer to General
Reserve 216.72
Proft retained in Proft &
Loss Account 3431.18 4334.32
The fnancial year for the current year is April 1, 2012 to March 31,
2013 (12 months) and for the period ending March, 2012 was for a period
of 6 months.
Dividend
In spite of the loss during the year, your Directors recommend a
dividend of 15% (Rs.1.50 per equity share of Rs. 10/-) for the year
ended March, 2013, subject to the approval by the shareholders at the
forthcoming Annual General Meeting. This is a measure of our optimism
that the market and company are poised for better times ahead.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act 1956, your Directors
confrm that:
a. in the preparation of annual accounts the applicable accounting
standards have been followed and there are no material departures;
b. accounting policies have been selected and applied consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the fnancial year and of the proft or loss of the Company for
that period;
c. proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis.
Strategy & Operations
This was another challenging year for your company as the economic
environment continued to be volatile especially for the Telecom sector.
The Enterprise network market growth was slow due to the overall
economic slow-down mainly USA and Europe. Hiring in IT/ITES industry
was slower and expansion plans were on hold or delayed. Greater
competition for smaller opportunities led to pressure on margin and
growth. The market is expected to improve in the medium term driven by
domestic demand and Government projects.
Given the market situation and fscal challenges, your company''s focus
was on defending and growing revenues and proftability. Accordingly the
company decided to offer Voluntary Retirement Scheme to
Direct and Indirect employees. Consequent to this, the manufacturing
operations were outsourced to be cost competitive. This operational
move is expected to deliver better fexibility and returns in future.
Though this move has majorly contributed to a fscal loss this year, we
believe it positions the company favorably to participate in the
expected market rise next year.
Policy and decision making has remained slower during the year across
sectors and likely breakthroughs would come post elections. The key
economic indicators, though still not out of the woods, are trending
upwards and give a positive signal that further improvements are
expected. The reduction in interest rates specially points to more fund
mobility in the markets and would support capex and expansion plans.
The Telecom industry continues to grapple with multiple challenges of
policy fux, capex, lower price realization and reduced proftability.
The resultant is a slower appetite for capex expansion. However the
announced plans on 4G and recent tariff hikes indicate an improving
trend for the market.
Directors
Mr. N.Srinivasan retires by rotation and being eligible offers himself
for re-appointment.
Mr. C.P.Rangachar and Mr. Tony Gatt ceased to be Directors with effect
from August 8, 2012 and November 6, 2012 respectively. Your Directors
place on record their appreciation for the valuable guidance given by
them during their association with the Company.
We are glad to invite Mr. Arun Kakatkar, Mr.S.Devarajan and Mr.Joydeep
Nag who became Additional Directors with effect from
November 6, 2012, February 06, 2013 and May 29, 2013 respectively.
Corporate Governance
As required under clause 49 of the Listing Agreement, a report on
Corporate Governance and Auditor''s Certifcate confrming compliance
thereof are made a part of this Annual Report.
Particulars of Employees
During the year under review, none of the Company''s employees has
received remuneration in excess of the limits specifed under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Auditors
The Auditors - M/s. Deloitte Haskins & Sells retire at the conclusion
of the ensuing Annual General Meeting and offer themselves for
re-appointment.
Acknowledgements
The Directors thank the Customers, Bankers, Channel Partners,
Distributors and Vendors for their continued support during the year.
The Directors also place on record their appreciation for the
contributions made by the employees at all levels during the year as
well as for the advice received from TE Connectivity Ltd.
On behalf of the Board of Directors
Sanjay Handu
Managing Director
Place: Bangalore
Date: May 29, 2013
Sep 30, 2011
The Board of Directors of your Company has pleasure in presenting the
23rd Annual Report on the business and operations, including the
financial statements for the year-ended September 30, 2011.
Financial Results
(Rs. in lakhs)
For the Year For the Year
ended 30th ended 30th
September 2011 September 2010
Gross Revenue
(including Excise Duty) 7351.75 7903.36
Profit before depreciation 540.19 487.11
Less: Depreciation 118.98 160.18
Net Profit for the year
before Taxation 421.21 326.93
Provision for Taxation 137.46 114.65
Profit after tax 283.75 212.28
Add: Profit brought
forward from previous year 4127.84 4006.64
Profit available for
Appropriation 4411.59 4218.92
Appropriations
Dividend Proposed 69.00 69.00
Tax on Dividends 11.19 11.46
Transfer to General
Reserve 14.19 10.61
Profit retained in
Profits Loss Account 4317.21 4127.85
During the year under review Tyco Electronics Ltd (now renamed as TE
Connectivity Ltd) completed the acquisition of ADC Group globally.
Keeping in view the requirements of business and for realigning the
operations of the Company the Marketing and Sales personnel were
transferred to Tyco Electronics Corp (I) Pvt. Ltd. (TECIL) with effect
from May 1, 2011. The Company also signed an Agency Contract with TECIL
on August 8, 2011. Due to the benefits derived from realignment of the
Company's operations and other cost reduction initiatives during the
year, the Company was able to post a higher profit after tax in
comparison to the previous year.
Dividend
Your Directors recommend a dividend of 15% (Rs.1.50 per equity share of
Rs.10/-) for the year ended September 2011 subject to the approval by
the shareholders at the forthcoming Annual General Meeting.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act 1956, your Directors
confirm that:
a. in the preparation of annual accounts the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b. accounting policies have been selected and applied consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit or loss of the Company for
that period;
c. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis.
Strategy & Operations
The past year was an extremely volatile one with several events that
impacted the company,
(i) the prolonged discussions and delay in the 3G and 2G license
auctions, substantially delayed project implementations and affected
our Carrier segment;
(ii) copper prices escalated and swung considerably thereby affecting
several long term large contracts that were already in force
(iii) the global acquisition of ADC by TE Connectivity.
Looking ahead the now concluded 3G and BWA auctions will set the stage
for aggressive project deployments by Telecom winners. The company is
well set to ride that wave with a wide range of technology products and
solutions. Specifically Fibre will be the area of prime focus and this
will also accelerate based on the FTTX developments that are gathering
momentum.
The Enterprise market space is expected to stay vibrant and present
several opportunities for growth. Challenges of raw material price
increase and competition from low end market players will need to be
countered. With a view to better reach and service the market, the
company revamped its GTM strategy and signed on some new dealers
specifically to grow the Enterprise market segment.
To better manage the negative impact of commodity fluctuations the
company has revamped its procurement, inventory and sales strategy such
as to minimize future bottom-line impacts.
On the Operations front the company launched a series of aggressive
initiatives all focused on driving up the productivity, quality and
service levels. These initiatives were launched in the middle of the
year and are already showing progress. This new thrust will help meet
growing customer needs.
Directors
Mr. C.P. Rangachar retires by rotation and being eligible offers
himself for re-appointment.
Mr. K. Balachandran ceased to be the Chairman and Managing Director of
the Company with effect from March 31, 2011. Your Directors place on
record their sincere appreciation for his long association with the
Company and for the contributions made by him during his tenure with
the Company.
Mr. Arun Thiagarajan & Mr. Bhaskar Bodapati ceased to be Directors with
effect from August 7, 2011 and November 4, 2011 respectively. Your
Directors place on record their appreciation for the contributions and
valuable guidance given by them during their association with the
Company.
We are glad to invite Mr. Sanjay Handu and Mr. S.Viswanath to the
Board, who became an Additional Directors with effect from March 29,
2011. Mr. Sanjay Handu also became the Managing Director of the Company
with effect from April 1, 2011. We are also glad to invite Mr. Tony
Gatt and Ms. Revathy Ashok who became an Additional Directors with
effect from April 1, 2011 and August 5, 2011 respectively.
Corporate Governance
As required under clause 49 of the Listing Agreement, a report on
Corporate Governance and Auditor's Certificate confirming compliance
thereof are made a part of this Annual Report.
Particulars of Employees
During the year under review, none of the Company's employees have
received remuneration in excess of the limits specified under Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Auditors
The Auditors - M/s. S.R. Batliboi & Associates retire at the conclusion
of the ensuing Annual General Meeting and offer themselves for
re-appointment.
Acknowledgements
The Directors thank the Company's customers, vendors, bankers,
shareholders, channel partners and distributors for their continued
support and co- operation during the year. The Directors also place on
record their sincere thanks to ADC and TE for the support given to the
Company during the year.
The Directors place on record their appreciation for the contribution
made by the employees at all level and for their continued commitment
and support during another challenging year.
For and on behalf of the Board of Directors
Sanjay Handu
Managing Director
Place: Bangalore
Date : November 03, 2011
Sep 30, 2009
The Board of Directors of your Company has pleasure in presenting the
21 st Annual Report on the business and operations, including the
financial statements for the year-ended September 30,2009.
Financial Results
(Rs. in Lakhs)
Forthe For the
Year ended Year ended
30th September 31st October
2009 2008
Gross Revenue
(including Excise Duty) 7043.26 10848.79
Prof it before depreciation 325.57 1028.19
Less: Depreciation 152.25 155.10
Net Profit for the year
before Taxation 173.32 873.09
Provision forTaxation 64.98 312.35
Profit after tax 108.34 560.74
Add: Profit brought forward
from previous year 3984.44 3614.32
Profit available for
Appropriation 4092.78 4175.06
Appropriations
Dividend Proposed 69.00 115.00
Tax on Dividends 11.72 19.54
Transfer to General
Reserve 5.42 56.07
Profit retained in Profit
& Loss Account 4006.64 3984.44
It was decided this year to change the financial year of the Company
from November - October to October - September to fall in line with the
accounting period of the Parent -ADC. Hence, this years result is for
eleven month period from November 08 to September 09.
The global economic recession has affected the technology sector in
India and hence, the growth in the Companys business has been severely
impacted across both Carrier and Enterprise business.
Although India continued to witness robust subscriber additions in the
wireless segment last year they actually reflect the aggressive efforts
of operators to milk the assets that have been invested in previous
years. New
investment decisions of large operators were put on hold as the focus
shifted to increasing revenue generation from existing infrastructure.
Almost all of the procurement was related to sustaining current
operations and maintenance. However the companys efforts to develop
and position itself as a fibre connectivity vendor with support from
the parent was timely and important. We were able to secure approvals
and rate contracts from some large operators displacing existing
competition.
The Enterprise segment was more directly impacted by the economic
scenario in the US. While several expansions within the IT & ITes
sector were delayed, new projects were postponed.
Overall a shrinking market forced competition to exhibit irrational
behaviour causing intense pricing pressures. The rising Indian rupee
and LME also added to the costs as customers were not willing to
consider any cost escalation.
The company therefore had to embark on several cost management
initiatives on the OPEX front to achieve profitable revenue.
Fibre connectivity and fibre distribution product line is expected to
grow within the wireless sector besides the broadband Segment. FTTx
pilot deployments and discussions in this area shows that many carriers
are considering FTTx as a key technology option. Both these will be a
long term opportunity for the Company.
The Datacentre market is also expected to grow and the Company has a
strong product portfolio to address this segment. Investment in IT
infrastructure by the state and central government is another business
opportunity for the Company. The Company is fully geared to take
advantage of all the above opportunities.
From an operations perspective, the Company switched to cost effective
sourcing alternatives to improve its competitive position. We expect
this to improve the companys operations excellence in meeting customer
expectations.
Dividend
Your Directors recommend a dividend of 15% (Rs.1.50 per equity share of
Rs. 10/-) for the year ended September 2009 subject to the approval by
the shareholders at the forthcoming Annual General Meeting.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act 1956, your Directors
confirm that:
a. in the preparation of annual accounts the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b. accounting policies have been selected and applied consistently and
made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year
and of the profit or loss of the Company for that period;
c. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis.
Strategy & Operations
Continuing our initiative on Fibre, several of the locally developed
Fibre Connectivity solutions received customer approvals and rate
contracts. This is a strategic initiative for the Company whose
competence has been in copper all along. Our strategic focus in
Enterprise moved more to Government and we received approvals for
empanelment that allows us to participate in many several state-level
data centre projects.
From an operations perspective our focus was on alternative sources to
improve agility and cost- efficiency. Notwithstanding this we also
achieved improvements in local operations improving yield and cycle
times.
Directors
Mr. S. Rajagopalan retires by rotation and is eligible for
re-appointment. However, due to health reasons, he has expressed his
inability to continue as a Director in the Company. The Board placed on
record their appreciation for his long association with the Company and
for the valuable guidance and support provided by him during his
association with the Company.
Corporate Governance
As required under clause 49 of the Listing Agreement, a report on
Corporate Governance and Auditors Certificate confirming compliance
thereof are made a part of this Annual Report.
Particulars of Employees
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Rules framed there under forms a part of this Report. However, as
per the provisions of Section 219(1 )(b)(iv) of the Companies Act,
1956, the Report and Accounts are being sent to all shareholders of the
Company excluding the statement of particulars of employees under
Section 217(2A) of the Act. Any shareholder interested in obtaining a
copy of this statement may write to the Company Secretary at the
Corporate Office or e-mail to: ganesh.r@adckrone.com
Auditors
The Auditors - M/s. S.R. Batiiboi & Associates retire at the conclusion
of the ensuing Annual General Meeting and offer themselves for
re-appointment.
Acknowledgements
The Directors thank the Companys Customers, Vendors, Bankers,
Shareholders, Channel partners and distributors for their continued
support and co-operation. The Directors also place on record their
sincere thanks to ADC for their continued support during the year.
The Directors also wish to thank the management and all the staff for
their contribution, support and continued co-operation during another
challenging year.
For and on behalf of the Board of Directors
K. Balachandran
Chairman & Managing Director
Place : Bangalore
Date : November 12,2009
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