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2014-15 Annual Report

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Calcom

30
th

Annual Report
2014-2015

CALCOM VISION LTD.


Calcom

[2]
Calcom

CALCOM VISION LIMITED

BOARD OF DIRECTORS

Mr. Sushil Kumar Malik Chairman & Managing Director


Mr.Aijaz Ghaffar
Mr. Sunil Kumar Bhattacharya
Mr. Hamidulla Kabir Khan
Mr. Bharat Bhushan Jain
Mr. Ajay Kumar Singhal
Dr. Om Prakash Sood
Ms. Yuvika Bader

AUDITORS
M/s Shanti Prashad & Co.
Chartered Accountants
New Delhi

REGISTERED OFFICE
C-41, Defence Colony
New Delhi - 110 024

WORKS
B-16, Site-C, Surajpur Industrial Area
Greater Noida, Gautam Budh Nagar (U.P.)

REGISTRAR & TRANSFER AGENTS


Abhipra Capital Limited,
Ground Floor-Abhipra Complex,
A-387, Dilkhush Industrial Area,
G.T. Karnal Road, Azadpur,
Delhi-110033

CONTENTS
1. Notice ................. 4 4. Balance Sheet ................. 33
2. Directors Report ................. 9 5. Cash Flow Statement ........... 35
3. Auditors’ Report ................. 30 6. Attendance Slip ................. 46

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Calcom
Calcom Vision Limited
CIN: L92111DL1985PLC021095
Registered Office: C-41, Defence Colony, New Delhi-110024
Website:www.calcomindia.com, Email: mailto:corp.compliance@calcomindia.com

NOTICE

Notice is hereby given that the 30thANNUAL GENERAL MEETING of the members of CALCOM VISION LIMITED will be held
on Wednesday, the 30th day of September, 2015 at 17/2 B, Forest Lane, U.G. Tank Road, Village Ghitorni, New Delhi-110030
at 9.00 A.M. to transact the following business:-

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2015 and Statement of Profit and Loss for the
year ended on that date together with reports of the Directors and Auditors thereon.

2. To appoint a director in place of Mr. Aijaz Ghaffar (DIN 00153543), who retires by rotation and has not offered himself for
re-appointment.

3. T o appoint Statutory Auditors of the Company, and, if thought fit, to pass with or without modification(s), the following
resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT M/s. Shanti Prashad & Co., (Registration no.019923N) Chartered Accountants, be and are hereby
appointed as Statutory Auditors of the Company for a period of 2 years to hold office from the conclusion of 30th Annual
General Meeting until the conclusion of the 32nd Annual General Meeting on a remuneration plus reimbursement of out-
of-pocket expenses, as may be mutually agreed to between the Board of Directors and the Auditors.”

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification(s) the following as an Ordinary Resolution:

“Resolved that pursuant to the provisions of Section 149, 150, 152 read with Schedule IV and other applicable provisions
of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Dr. Om Prakash
Sood (DIN 06954639), who was appointed as an Additional Director (Independent) of the Company by the Board of
Directors pursuant to Section 161 of the Companies Act, 2013 and the Article 118 of Articles of Association of the Company,
and who holds office upto the date of this Annual General Meeting, and in respect of whom, the Company has received a
notice in writing from a member as required under Section 160 of the Companies Act, 2013 proposing his candidature for
the office of a Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold
office for 5 (five) consecutive years commencing from February 13, 2015, not liable to retire by rotation.”

5. To consider and if thought fit, to pass with or without modification(s) the following as an Ordinary Resolution:

“Resolved that pursuant to the provisions of Section 149, 152 read with other applicable provisions of the Companies Act,
2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Yuvika Bader (DIN 07114760),
who was appointed as an Additional Director of the Company in the category of Woman Director by the Board of Directors
pursuant to Section 161 of the Companies Act, 2013 and the Article 118 of Articles of Association of the Company, and who
holds office upto the date of this Annual General Meeting, and in respect of whom, the Company has received a notice in
writing from a member as required under Section 160 of the Companies Act, 2013 proposing his candidature for the office
of a Director of the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

By order of the Board


for CALCOM VISION LIMITED
Place : New Delhi S.K. MALIK
Date : August 13, 2015 CHAIRMAN & MANAGING DIRECTOR
(DIN 00085715)

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Calcom
NOTES:
1. MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.
THE PROXY FORM SHOULD BE LODGED W ITH COMPANY AT ITS REGISTERED OFFICE AT LEAST 48 HOURS
BEFORE THE TIME OF THE MEETING.

2. The Instrument of Proxy in Form MGT 11 (Proxy Form) prescribed under Companies (Management and Administration)
Rules 2014 pursuant to section 105(6) of the Companies Act 2013 is given separately.

3. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten
percent of the total share capital of the Company. A proxy appointed by a member holding more than 10 percent of the
total share capital of the Company carrying voting rights shall not act as proxy for any other member.

4. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send the
certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

5. The Share Transfer Books and Register of Members of the Company shall remain closed from 28th September, 2015 to
30th September, 2015 (both days inclusive).

6. Members are requested to notify to the Company immediately any change in their address, if any, along with the PIN
CODE.

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN)
by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit
their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares
in physical form can submit their PAN details to the Company/ Registrar and Share Transfer Agent.

8. Members are requested to furnish or update their e-mail IDs with the Registrar for sending the soft copies of the Annual
Report of the Company as required vide circular no. 17/2011 dated April 21, 2011 and circular no. 18/2011 dated April 29,
2011 issued by the Ministry of Corporate Affairs and to avail the e-voting facility in respect of the resolutions which would
be passed at the General Meetings of the Company.

9. Declaration: Details under Clause 49 of the Listing Agreement with the Stock Exchange in respect of the Directors
seeking appointment/ re-appointment at the Annual General Meeting, forms integral part of the notice. The Directors
have furnished the requisite consents/ declarations for their appointment/ re-appointment.

10. Explanatory Statement: Pursuant to Section 102(1) of the Companies Act, 2013 Explanatory Statement in respect of
special business to be transacted at the meeting is furnished hereunder.

11. For any specific query on the accounts of the Company please write to the Company at least 10 days before the date of
Annual General Meeting so as to enable the Management to keep the information ready.

12 In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management
and Administration) Rules, 2014, the company is pleased to provide the Members facility to exercise their right to vote at the
30th Annual General meeting (AGM) by electronic means and the business may be transacted through e-Voting. The facility
of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote
e-voting”) will be provided by Central Depository Services Limited (CDSL). The detailed procedure to be followed in this
regard has been given in Annexure – A to the notice. The members are requested to go through them carefully.

13. Notice of this Annual General Meeting, Audited Financial Statements for 2014-15 together with Directors’ Report and
Auditors’ Report are available on the website of the Company www.calcomindia.com.

14. Pursuant to the prohibition imposed vide Secretarial Standard on General Meetings (SS-2) issued by the ICSI
and the draft MCA circular, no gifts/coupons shall be distributed at the Meeting.

15. Pursuant to clause 49 of the Listing Agreement, the brief profile of Directors eligible for appointment/re-appointment
vide item no. 4 and 5 is as follows:

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Calcom

Particulars Dr. Om Prakash Sood Ms. Yubika Bader

Date of Birth & Age 31st October, 1940 75 years 20th June, 1985 30 years

Date of First Appointment 13th February, 2015 19th March, 2015

Qualifications Medical graduate and Doctor of M.Sc. in Culture and Society,


Medicine from Maulana Azad London School of Economics.
Medical College, Delhi University.

Experience & Expertise After a clinical career of 11 years She started a Radio program for the
in LNJP and GB Pant Hospitals, youth to be aired on AIR FM,
he shifted to Pharma industry in in association with Prasar Bharti.
1973. He has a rich and vast She Directed, Scripted, Choreographed
experience in Strategic Planning, various Documentary film,
Marketing and Research & TV serials and Dramas.
Development. He worked with
Sarabhai’s in earlier year as Medical
Director. Later on he worked with a
Swiss Multinational GEIGY as Marketing
Director. He retired in 1998 from Ranbaxy
as their Corporate Medical Director.
Post Retirement he upgraded the Bio-
Medical Research & Development of
Aurobindo, Lupin, GVK and JUBILANT.

Names of other Public Nil Nil


Companies in which
Directorship held

Memberships / Nil Nil


Chairmanships of
Committees of other
public companies
(includes only Audit
and Shareholders /
investors Grievance
Committee)

Relationship with Nil Related with Mr. S.K. Malik,


Directors Interse Chairman & Managing Director

Number of Shares Nil Nil


held in the Company

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Calcom
Explanatory Statement
(Pursuant to section 102 of the Companies Act, 2013)

Item No.4
Dr. Om Prakash Sood was appointed as additional director of the company with effect from February 13, 2015 and holds office
upto the date of ensuing Annual General Meeting of the company.
Pursuant to section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement, it is proposed to appoint Dr. Om
Prakash Sood as Independent Director to hold office for five (5) consecutive years for a term upto 12 February, 2020.
Notice has been received from a member proposing Dr. Om Prakash Sood as candidate for the office of Independent Director
of the company.
Dr. Om Prakash Sood is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given
his consent to act as Director.
The Company has received declaration from Dr. Om Prakash Sood that he meets with the criteria of independence as prescribed
both under Section 149 of the Act and under Clause 49 of the Listing Agreement.
Dr. Sood shall not be liable to retire by rotation. Since the date of his appointment as Additional Director (Independent) i.e.
February 13 2015, Dr. Sood has attended February 13, 2015 Board Meetings of the Company.
In the opinion of the Board, Dr. Om Prakash Sood fulfills the conditions for appointment as Independent Director; and he is
independent of the management.
Brief resume of Dr. Om Prakash Sood, nature of his expertise in specific functional area and names of companies in which he
holds directorships and memberships/ chairmanships of Board Committees, are provided in this Notice.
Dr. Om Prakash Sood is interested in the resolution set out at item no. 4 of the Notice with regard to his appointment.
None of the Directors and/or Key Managerial Personnel of the Company and their relatives is concerned or interested,
financial or otherwise, in the resolution.
The Board recommends the Ordinary Resolution set out at Item no. 4 of the Notice for the approval of the shareholders.

Item No.5

Ms. Yuvika Bader appointed as additional director of the company with effect from March 19, 2015 and holds office upto the
date of ensuing Annual General Meeting of the company.

Notice under Section 160 of the Companies Act, 2013, has been received from a member proposing Ms. Yuvika Bader as
candidates for the office of Director of the company.

Ms. Yubika Bader is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her
consent to act as Director.

Brief resume of Ms. Yuvika Bader, nature of her expertise in specific functional area and names of companies in which she
hold directorships and memberships/ chairmanships of Board Committees, are provided in this Notice.

Since the date of her appointment as Additional Director i.e. March 19, 2015, Ms. Yuvika Bader has attended May 30, 2015
Board Meetings of the Company.

Ms. Yuvika Bader is interested in the resolution set out at item no. 5 of the Notice with regard to her appointment.

None of the Directors and/or Key Managerial Personnel of the Company and their relatives except Mr. S.K. Malik (being
relative of Ms. Yuvika Bader), is interested in the aforesaid resolution.

The Board recommends the Ordinary Resolution set out at Item no. 5 of the Notice for the approval of the shareholders.

By order of the Board


for CALCOM VISION LIMITED
Place : New Delhi S.K. MALIK
Date : August 13, 2015 CHAIRMAN & MANAGING DIRECTOR
(DIN 00085715)

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Calcom
Annexure A
The procedure and instructions for e-voting as given as under :
(i) The voting period begins on 26th September, 2015 (9.30 a.m.) and ends on 28th September, 2015 (6.00 p.m.). During this
period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date
(record date) of 23rd September, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for
voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on Shareholders.
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any
company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat
shareholders as well as physical shareholders)·
 Members who have not updated their PAN with the Company/Depository Participant are requested to
use the the first two letters of their name and the 8 digits of the sequence number in the PAN field.
Sequence number is printed on on the mailing address sticker.·
 In case the sequence number is less than 8 digits enter the applicable number of 0’s before the
number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh
Kumar with sequence number 1 then enter RA00000001 in the PAN field
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat
Details account or in the company records in order to login.·
OR Date of  If both the details are not recorded with the depository or company please enter the member id / folio
Birth (DOB number in the Dividend Bank details field as mentioned in instruction (v).
(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding
shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login
password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for
resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL
platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this
Notice.
(xii) Click on the EVSN for the relevant Calcom Vision Limited on which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.
Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies
that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you
wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.
(xviii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and
click on Forgot Password & enter the details as prompted by the system.
(xix) Note for Non – Individual Shareholders and Custodians
· Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to
www.evotingindia.com and register themselves as Corporates.
· A s canned c opy of the Regis tration Form bearing the stamp and s ign of the entity should be emailed t o
helpdesk.evoting@cdslindia.com.
· After receiving the login details a compliance user should be created using the admin login and password. The Compliance
user would be able to link the account(s) for which they wish to vote on.
· The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be
able to cast their vote.
· A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if
any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(i) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and
holding shares as on the cut-off date i.e. 23rd September, 2015 may follow the same instructions as mentioned above for e-
Voting.
(ii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-
voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.

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Calcom
CALCOM VISION LIMITED
CIN: L92111DL1985PLC021095
Registered Office: C-41, Defence Colony, New Delhi-110024
Website: www.calcomindia.com, Email: corp.compliance@calcomindia.com

DIRECTORS’ REPORT
Dear Members,
Your Directors present the 30th Annual Report on the operations of your Company together with Annual Audited Accounts for
the year ended 31st March, 2015.

FINANCIAL RESULTS
The Company’s performance during the year ended as compared to the previous year, is summarized below:
(Rs. in Lacs)
Current Year Previous Year
Sales 1605.09 1680.75
Profit/(Loss) before Financial Charges & Depreciation 26.73 62.99
Less : Financial Charges 17.57 4.96
Less : Depreciation 50.25 64.11
Profit/(Loss) Before tax (41.09) (30.80)
Provision for Tax — —
Profit/(Loss) after tax (41.09) (6.08)
Add : Brought forward Profit/(Loss) (2157.80) (2151.72)
Balance Carried to Balance Sheet (2198.89) (2157.80)

OPERATIONS
During the year under review, the total sales of your Company were Rs.1605.09 lacs as against Rs.1680.75 lacs for the
previous year. The Profit before financial charges and depreciation amounted to Rs.26.73 lacs as compared to Rs.62.99 lacs
in the previous year. The net loss for the year was Rs.41.09 lacs as compared to Rs 6.08 lacs during previous year.

CURRENT YEAR’S PERFORMANCE


The Company is focusing on LED Products. In the 1st quarter ended June, 2015 the Company has recorded sales of Rs.
264.38 lacs as compared to Rs. 465.17 lacs for the corresponding period last year. The main reason for fall in sales is
substantial increase in excise duty on LED products as per budget 2015. The excise duty is levied on MRP instead of
transaction value. The excise duty has effectively doubled. This has resulted in steep increase in prices and hence loss of
sale.

The traditional lighting products which used to constitute almost over 50% of sale are also under tremendous pressure from
cheap LED Products from China resulting in poor sale. The Company is trying to adjust to the changed situation and is hopeful
of improving performance in coming quarters.

DIVIDEND
The Directors regret their inability to propose any dividend in view of the loss for the year under review.

RESERVES
During the year, no amounts has been transferred to Reserves.

RESEARCH & DEVELOPMENT


The Research and Development Department of your Company has been providing useful support towards developing of new
products and improving quality of existing products. We have successfully developed many products in Lighting Electronics
Industry which have been approved by International Certification Laboratory of Osram, the major customer of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO


Information relating to conservation of Energy, Technology Absorption etc., in terms of Section 134( 3) (m) of the
CompaniesAct,2013 read with relevant rules is enclosed as per Annexure-I.

SHARE CAPITAL
During the year under review, no changes has been done in the Share Capital of the Company. The Company allotted
218804Unsecured Zero Coupon Convertible Bonds (“Bonds”) of face value of Rs. 1000/- each to promoters / strategic investor
against loans taken over by them from secured creditors / their assignees. The said bonds are convertible into equity shares
of the Company, after lock-in period in terms of the Rehabilitation Scheme sanctioned by Hon’ble BIFR in July 2014.

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Calcom
FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:


The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act,
2013.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:


The Company has adequate internal control systems and procedures designed to effectively control the operations. The
internal control systems are designed to ensure that the financial and other records are correct and reliable for the preparation
of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures.

Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified
standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top
management and by the Audit Committee of the Board of Directors.

The Audit Committee also meets the company’s Statutory Auditors regularly to ascertain their views on the financial statements,
including the Financial Reporting Systems, Compliance to Accounting Policies and Procedures, the adequacy and effectiveness
of the Internal Controls and Systems followed by the company.

DIRECTORS
In accordance with the provisions of the Companies Act, 2013,Mr. Aijaz Ghaffar, Director of the Company retires by rotation
and has not offered himself for re-appointment.

Dr. Om Prakash Sood was appointed as Additional Director (Independent) on February13, 2015, who shall hold office upto the
ensuing Annual General Meeting.

The Companies Act, 2013 requires that a women Director should be member of the Board of Directors. Ms. Yuvika Bader was
appointed as an Additional Director (Non-Executive) of the Company on March 19, 2015, and she holds office up to the
ensuing Annual General Meeting.

Approval for appointment of Dr. Om Prakash Sood (Independent Director) for a period of five (5) years) is being sought in the
Annual General Meeting.

Approval for appointment of Ms. Yuvika Bader as Director on the Board is also being sought in the AGM. She will be liable to
retire by rotation, as per Companies Act, 2013.

The information on the particulars of Directors eligible for appointment in terms of Clause 49 of the Listing Agreement has
been provided in the notes to the notice convening the Annual General Meeting.

The requisite resolutions pertaining to the Appointment/Re-appointment appears at the respective items of the notice along
with the Explanatory Statement and are recommended to the shareholders for approval.

All independent directors have given declarations that they meet the criteria of independence as laid down under Section149(6)
of the Companies Act, 2013 and clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL


Mr. Nitin Gupta has been appointed as Chief Financial Officer of the Company effective from August 13, 2015.

BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an
evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee,
Nomination& Remuneration Committee and Stakeholders’ Relationship Committee. The manner in which the evaluation has
been carried out has been explained in the Corporate Governance Report.

Remuneration Policy
The Board has, on the recommendation of the Nomination& Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. The Remuneration Policy has been placed on the
website of the Company www.calcomindia.com.

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

DIRECTORS’ RESPONSIBILITY STATEMENT:


In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates
that were 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 the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such
system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:


All related party transactions that were entered into during the financial year were on arms’ length basis and were in the
ordinary course of the business. There are no materially significant related party transactions made by the company with
Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the
company at large.
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act for the financial year
2014-15 in the prescribed format AOC-2 is enclosed with the report as Annexure- II.

SUBSIDIARY COMPANIES:
The Company does not have any subsidiary or associate company.

CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees
in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The
code laid down by the Board is known as “Code of Business Ethics” which forms an Appendix to the Code. The Code has been
posted on the Company’s website www.calcomindia.com.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management
Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:


Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established Vigil Mechanism for directors, employees,
suppliers, contractors and other stakeholders etc of the Company. The same is also intended to cover the W histle Blower
Policy under the aspect of Clause49 of the SEBI’s listing agreement. The purpose and objective of this Policy is to cover
serious concerns that would have a larger impact on image and values of the company due to incorrect financial reporting or
serious improper conduct.

The Audit Committee of the Directors of the Company looks into the complaints raised.

PREVENTION OF INSIDER TRADING:


The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by
the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s
shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession
of unpublished price sensitive information in relation to the Company and during the period when the Trading W indow is
closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITORS:
The retiring Auditors of the Company M/s. Shanti Prashad& Co., Chartered Accountants (Firm Registration No 019923N) retire
at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company

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Calcom
has received a certificate from them that their re-appointment, if made, would be within the prescribed limits under Section 139
read with Section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the company has appointed Ms Alka Juneja, Company Secretary in practice (M.No.
35859) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure-III”

AUDITOR’S REPORT:
The Auditors in their report have invited attention on Emphasis of Matter Notes on Accounts–Note No. 16 on non-provisioning
for receivables outstanding for more than 6 months. The notes are self-explanatory. However directors would like to inform you
that the Management is trying its best to recover the receivables in full; hence no provision has been made.

SECRETARIAL AUDIT REPORT


As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report for the
financial year 2014-15 which is self-explanatory.

There are no Qualification remark in Secretarial Audit Report, except in respect of appointment of Key Managerial Personnel
viz. Chief Financial Officer and Company Secretary. The Company has since appointed a Chief Financial Officer and are
looking for suitable candidate for position of Company Secretary.

EXTRACT OF ANNUAL RETURN


The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure- IV”.

PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the Company, is not required to be given as there are no
employees drawing remuneration more than the limits prescribed under said rules.

INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

MANAGEMENT DISCUSSION AND ANALYSIS


A report in the form of Management Discussion and Analysis pursuant to clause 49 of the listing agreement, as a part of this
report is annexed hereto as Annexure-V.

CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the Directors’ Report and the certificate from the auditors of the
Company confirming the compliance of Clause 49 of listing agreement is included in the annual report as Annexure-VI.

A Certificate has been given by the Chairman & Managing Director and Manager (Finance & Accounts) to the Board, as per
requirement of Clause 49 (V) of the Listing Agreement is attached to the report.

RISK MANAGEMENT POLICY


The Company is in process of adopting a comprehensive risk management policy covering processes for identification and
mitigation of all potential risks in line with group risk framework and adjusted to suit the business requirements of the Company.

POLICY AGAINST SEXUAL HARASSMENT


The Company has framed a policy against sexual harassment of employees and has also constituted an Internal Complaints
Committee to handle such cases. No such cases were reported during the year.

ACKNOWLEDGEMENT
Your Directors are grateful to the various Government Authorities, Financial Institutions and Banks, Business Constituents
and Shareholders for their continued co-operation and support to the Company.
Your Directors also express their deep appreciation of the devoted and unstinted services tendered by workers, staff and
executive at all levels.
For and on behalf of the
Board of Directors

S.K. MALIK
Place: New Delhi Chairman & Managing Director
Date: August 13, 2015 DIN: 00085715

[ 12 ]
Calcom
ANNEXURE - I
ANNEXURE TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2015

Particular required under the Companies (Accounts) Rules, 2014 of Companies Act, 2013.

A. CONSERVATION OF ENERGY
¨ Energy Conservation Measures Taken
(i) The conventional lighting fixtures are being replaced by LED lights which conserve the energy as well as improve
power factor.
(ii) Shifts have been aligned in a manner to maximize output during day time to save energy consumption, resulting
in low power costs.

B. TECHNOLOGY ABSORPTION
(a) Research & Development
(i) Specific area in which R&D is carried by the company.
Design and development of Lighting Electronic Products will help in conserving energy not only for us but for all
the users of our products. Your company is now focusing only on LED products.

(ii) Benefits derived as a result of the above R&D.


We have been able to get new customers including reputed multinationals.

(iii) Future Plan of Action


The Company is focusing on developing latest technology LED products, which are being submitted for BIS
certification.
(iv) Expenditure on R&D (Rs. In Lacs)

i) Capital —
ii) Recurring
a) Deferred Revenue —
b) Current Year 1.52

Total 1.52

(b) Technology Absorption, Adoption & Innovation


(i) Efforts, in brief, made towards the technology None
adoption and innovation.
ii) Benefits derived N.A.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO


Current Year Previous Year
Foreign Exchange earned (Rs. in Lacs) - -
Foreign Exchange used (Rs. In Lacs) 346.97 290.31
(for import of components and capital equipments)

[ 13 ]
Calcom
ANNEXURE – II

AOC-2

S.No. Name(s) of the Nature of Duration of Salient terms of Date(s) of Amount


related party and contracts/arr the the contracts or approval by paid as
nature of angements/tr contracts / arrangements or the Board advances,
relationship ansactions arrangeme transactions if any
nts/transac including the
tions value, if any
1 Calcom Electronics Sale of Goods 12 Months Upto 29/05/2015 NIL
Limited, Associates Rs.2,00,00,000/-
for the Year
2 Calcom Electronics Purchase of 12 Months NA 29/05/2015 NIL
Limited, Associates Goods
3 Calcom Institute of Reimburseme NA NA 29/05/2015 NIL
Management nt to Trainee
Development and
Training ,
Associates
4 S.K. Malik HUF, Rent of 12 Months Rs.24,000/- p.m. 29/05/2015 NIL
relative of Key Registered
Management Office
personnel
5 Abhishek Malik, Hire of 12 Months Rs.30,000/- P.m. NA NIL
relative of Key Vehical/Taxi
Management
personnel
6 Shashi Malik, Professional NA Rs.40,000/- p.m. NA NIL
relative of Key Service
Management
personnel
7 Calcom Electronics Rent of 12 Months Rs.56,000/- p.m. 29/05/2015 NIL
Limited, Associates Building and
Furniture
8 Calcom Electronics Job work 12 Months Rate as per 13/08/2015 NIL
Limited, Associates Service Schedule I and II
of Agreement
9 Calcom Electronics Hire of 12 Months 1,80,850/- p.m + 13/08/2015 NIL
Limited, Associates Machinery Rent of additional
Machinery rented
during the year

[ 14 ]
Calcom
ANNEXURE – III

SECRETARIAL AUDIT REPORT


For The Financial Year Ended On 31st March, 2015

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014)

To,

The Members,
Calcom Vision Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Calcom Vision Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner
that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our
opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period
covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Calcom
Vision Limited for the financial year ended on 31st March, 2015 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;
ii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iii. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of the FDI
and ODI.
iv. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) viz.
:-
a.The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
b. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
v. and other applicable laws to the extent applicable on the Company inclusing but not limited to
a. Factories Act 1948
b. Payment of Wages Act 1936, and Rules made there under,
c. The Minimum Wages Act 1948, and Rules made there under,
d. Employees State Insurance Act 1948, and Rules made there under,
e. The Employees Provident Fund and Miscellaneous Provision Act 1952, and Rules made there under,
f. The payment of Bonus Act 1965, and Rules made there under,

We have also examined compliance with the applicable clauses of The Listing Agreements entered into by the Company with
the Stock Exchange in India.

We report that, there were no actions/events in pursuance of:


a) The Securities Exchange Board Of India (Issue and Listing of Debt Securities) Regulations, 2008;
b) The Securities Exchange Board Of India (Delisting of Equity Shares) Regulations, 2009; and
c) The Securities Exchange Board Of India (Buyback Of Securities) Regulations, 1998;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999;
e) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
f) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
g) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
h) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of the FDI
and ODI.
i) The Employees Compensation Act, 1923;

[ 15 ]
Calcom
j) The Industrial Dispute Act, 1947.

We report that during the period under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines mentioned above except as being mentioned hereunder in relevant clause.
i. The Company has complied with the reporting requirements as per Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeover) Regulations, 1997 in place of compliance requirements as required under the rule
30(1) and 30(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations,
2011;
ii. As per new norms of SEBI only a person who is the member of ICSI can be compliance officer under Listing Agreement,
this has not been complied with;
iii. The CEO, CS and CFO as required under Section 203 of the Companies Act 2013 have not been appointed during the
Financial Year under review(CFO has been appointed on 13.08.2015)
iv. The company has filed MGT-14 under Section 128 of the Companies Act 2013 for the purpose of keeping of Books of
Accounts at a place other than Registered Office of the Company is not filed by the Company. Additionally form Form
AOC-5/ GNL-2 was also required to be filed by the company.

We Further Report that


The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under
review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance.

We further report that there are adequate systems and processes in the company commensurate with the size and operations
of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Delhi
Date: 13th August 2015 Alka Juneja
M.No.-A35859
C.P. No.- 13765

Note : This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part of
this report.
ANNEXURE A
To,
The Members,
Calcom Vision Limited
C-41, Defence Colony,
New Delhi-110024

Our report of even date is to be read along with this letter.


1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express
an opinion on these secretarial records based on our audit provided to us.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. The compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in
this audit since the same have been subject to review by statutory Auditors and other designated professionals
5. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc and applicability and compliance of various laws.
6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
7. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the company.

Place: Delhi Alka Juneja


Date: 13.08.2015 Practising Company Secretary
COP:13765

[ 16 ]
Calcom
Annexure IV to Boards Report
Form No. MGT-9

EXTRACT OF ANNUAL RETURN


as on the financial year ended on 31st March, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies
(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: L92111DL1985PLC021095
ii) Registration Date: 30/05/1985
iii) Name of the Company: CALCOM VISION LIMITED
iv) Category / Sub-Category of the Company: Company Limited by Shares
v) Address of the Registered office and contact details: C-41, DEFENCE COLONY, NEW DELHI-110024
vi) Whether listed company: YES
vii) Name, Address and Contact details of Registrar and Transfer Agent: ABHIPRA CAPITAL LTD.
ABHIPRA COMPLEX, A-387, DILKHUS INDUSTRIAL AREA,G.T. KARNAL ROAD, AZADPUR, DELHI-110033
PHONE: 91-11-41411130, FAX : 91-11-42390930.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Name and % to total turnover


Sl. No. Description NIC Code of the of the company
of main products /
services Product/ service

Ballast/
1 Luminaries 85041020 / 94051010 88%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. N0 NAME AND CIN/GLN HOLDING/ % of Applicable


Section
ADDRESS OF SUBSIDIARY/ shares held
THE COMPANY ASSOCIATE

1 N.A. N.A. N.A. N.A. N.A.

[ 17 ]
Calcom
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held at %Change


Shareholders beginning of the year the end of the year during
the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
A. Promoters 39 .71

a) Individual/HUF 12,90,288 Nil 12,90,288 39.70 13,01,988 Nil 13,01,988 40.06 0.36
b) Central Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nil
c) State Govt. (s) Nil Nil Nil Nil Nil Nil Nil Nil Nil
d) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nil
e) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil
f) Any Other…. Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-total (A) (1):- 12,90,288 Nil 12,90,288 39.70 13,01,988 Nil 13,01,988 40.06 0.36
(2) Foreign
a) NRIs - Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil
b) Other – Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nil
c) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nil
d) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nil
e) Any Other…. Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-total (A) (2):- Nil Nil Nil Nil Nil Nil Nil Nil Nil
Total shareholding 12,90,288 Nil 12,90,288 39.70 13,01,988 Nil 13,01,988 40.06 0.36
of Promoter (A) = (A)(1)+(A)(2)
B. Public Shareholding
a) Mutual Funds/ Banks /FI 700 7,300 8,000 0.25 700 7,300 8,000 0.25 Nil
b) Central Govt. Nil Nil Nil Nil Nil Nil Nil Nil Nil
c) State Govt.(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil
d) Venture Capital funds Nil Nil Nil Nil Nil Nil Nil Nil Nil
e) Insurance Companies Nil Nil Nil Nil Nil Nil Nil Nil Nil
g) FIIs Nil Nil Nil Nil Nil Nil Nil Nil Nil
h) Foreign Venture
Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil
i) Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-total (B)(1):- 700 7,300 8,000 0.25 700 7,300 8,000 0.25 Nil
2. Non-Institutions
a) Bodies Corp.
i) Indian 83,319 30,500 1,13,819 3.50 76,705 30,500 1,07,205 3.30 (0.20)
ii) Overseas Nil Nil Nil Nil Nil Nil Nil Nil Nil
b) Individuals
i) Individual 10,58,769 5,48,904 16,07,673 49.47 10,38,512 5,47,204 15,85,716 48.79 (0.68)
shareholders holding
nominal share
capital upto
Rs. 1 lakh

[ 18 ]
Calcom

ii) Individual 2,12,192 16,300 2,28,492 7.03 2,28,963 16,300 2,45,263 7.54 0.51
shareholders holding
nominal share
capital in excess of
Rs 1 lakh
c) Others
Clearing Members Nil Nil Nil Nil Nil Nil Nil Nil Nil
d) NRI’s 1,728 Nil 1728 0.05 1828 Nil 1828 0.06 0.01
Sub-total (B)(2):- 13,56,008 5,95,704 19,51,712 60.05 13,46,008 5,94,004 19,40,012 59.69 (0.36)
Total Public 13,56,708 6,03,004 19,59,712 60.30 13,46,708 6,01,304 19,48,012 59.94 (0.36)
Shareholding
(B)=(B)(1)+
(B)(2)
C. Shares held Nil Nil Nil Nil Nil Nil Nil Nil Nil
by Custodian for
GDRs & ADRs
Grand Total 26,46,996 6,03,004 32,50,000 100 26,48,696 6,01,304 32,50,000 100 Nil
(A+B+C)

(ii) Shareholding of Promoters

Sl.No. Shareholder’s Name Shareholding at the beginning of the year Share holding at the end of the year
No. of Shares % of total %of Shares No. of % of total % of Shares Shares of
Shares of Pledged / Shares Shares of Pledged / % change
the encumbered the encumbered in share
company to total shares company to total shares holding
during
the year
SUSHIL KUMAR
1 MALIK 7,42,405 22.84 NIL 7,54,105 23.20 NIL 0.36

2 SHASHI MALIK 3,00,400 9.24 NIL 3,00,400 9.24 NIL NIL

S.K. MALIK
3 (HUF) 1,55,956 4.80 NIL 1,55,956 4.80 NIL NIL

ABHISHEK
4 MALIK 91,527 2.82 NIL 91,527 2.82 NIL NIL

Total 12,90,288 39.70 NIL 13,01,988 40.06 NIL 0.36

[ 19 ]
Calcom
(iii) Change in Promoters’ Shareholding ( please specify, if there is change)

Sl. Shareholding at the Cumulative Shareholding


No. beginning of the year during the year
No. of shares % of total No. of shares % of total
shares of the shares of the
company company
1 At the beginning of the year 12,90,288 39.70
2 Date wise Increase / Decrease S.K. Malik one of the
in Promoters Share holding Promoter of the Company
during the year specifying has purchased following
the reasons for increase / equity shares of the
decrease (e.g. allotment / company on below
transfer / bonus/ sweat mentioned dates:
equity etc):
30.06.14 : 200 0.01
03.07.14 : 1000 0.03
04.07.14 : 500 0.02
11.07.14 : 4900 0.15
14.07.14 : 1100 0.03
15.07.14 : 1000 0.03
17.07.14 : 1000 0.03
18.07.14 : 500 00.02
21.07.14 : 500 0.02
01.08.14 : 1000 0.03

3 At the End of the year -- -- 13,01,988 40.06

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs

Sl. For Each of the Shareholding at Shareholding at


No. Top 10 Shareholders the beginning of the year the End of the year
No. of % of total No. of % of total
shares shares of the shares shares of
company the company
1 Uday Chandrakant Dalal 96,812 2.98 96,812 2.98

2 Venkata Koteswara Rao Chunderi 43,529 1.34 43,529 1.34

3 Caring Builders Pvt. Ltd. 20,350 0.63 20,350 0.63

4 Arun Bhatia 16,300 0.50 16,300 0.50

5 Epsilon Systems Pvt. Ltd. 16,000 0.49 16,000 0.49

6 Harish Govindbhai Kerai 15,765 0.48 15,765 0.48

7 Chardrakant Kirtilal Parikh 14,340 0.44 14,340 0.44

8 Anuj Kumar Jain 12,000 0.37 12,000 0.37

9 Ajay Kumar Mittal 11,627 0.36 11,627 0.36

10 Mohiyudeen K A 10,019 0.31 10,019 0.31

[ 20 ]
Calcom
(v) Shareholding of Directors and Key Managerial Personnel:

Sl. Shareholding at Cumulative Shareholding during


No. the beginning of the year the year
No. of % of total No. of % of total
shares shares of the shares shares of
company the company
At the beginning of the year
1. Sushil Kumar Malik 7,42,405 22.84
2. Bharat Bhushan Jain 10,600 0.33
Date wise Increase / Decrease in Share -- - 11700 0.36
holding during the year specifying the
reasons for increase / decrease (e.g.
allotment/transfer/bonus/sweat equity
etc):
At the End of the year
1. Sushil Kumar Malik 7,54,105 23.20

2. Bharat Bhushan Jain 10,600 0.33

V. INDEBTEDNESS (Rs. In Lakhs)


Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Deposits * Total


excluding Loans Indebtedness
deposits
Indebtedness at the beginning
of the financial year
i) Principal Amount Nil 2188.04 Nil 2188.04
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil 2188.04 Nil 2188.04
Change in Indebtedness
during the financial year
Addition Nil Nil Nil Nil
Reduction Nil Nil Nil Nil
Net Change Indebtedness Nil Nil Nil Nil
At the end of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil 2188.04 Nil 2188.04

[ 21 ]
Calcom

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Rs. In Lakhs)

Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

1 Gross salary
(a) Salary as per provisions
contained in section 17(1) of
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961
(c) Profits in lieu of salary under
section 17(3) Income-tax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission Nil
- as % of profit
- others, specify…

5 Others, please specify

Total (A)

Ceiling as per the Act

B. Remuneration to other directors: (Amount in Rs.)

Sl. Particulars of Name of Total


Directors
No. Remuneration Amount
Sunil Kumar Aijaz Hamidulla Bharat Ajay Kumar Dr. Om
Bhattacharya Ghaffar Kabir Khan Bhushan Singhal Prakash
Jain Sood
1 Independent Directors 40,000 — 20,000 40,000 — 5,000 1,05,000
Fee for attending board /
committee meetings
Commission Nil — Nil Nil — Nil Nil
Others, please specify Nil — Nil Nil — Nil Nil
Total (1) 40,000 — 20,000 40,000 — 5,000 1,05,000
2 Other Non-Executive Directors

Fee for attending board /


committee meetings — 5,000 — — 10,000 — 15,000
Commission — Nil — — Nil — —
Others, please specify — Nil — — Nil —
Total (2) — 5,000 — — 10,000 — 15,000
Total (B)=(1+2) 40,000 5,000 20,000 40,000 10,000 5,000 1,20,000
Total Managerial
Remuneration 1,20,000

[ 22 ]
Calcom
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Rs. In Lakhs)

Sl.No. Particulars of Remuneration Key Managerial Personnel Total Amount

1 Gross salary

(a) Salary as per provisions Nil Nil Nil


contained in section 17(1) of
the Income-tax Act, 1961

(b) Value of perquisites u/s Nil Nil Nil


17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under Nil Nil Nil


section 17(3) Income-tax Act, 1961

2 Stock Option Nil Nil Nil

3 Sweat Equity Nil Nil Nil

4 Commission
- as % of profit
- others, specify… Nil Nil Nil

5 Others, please specify Nil Nil Nil

Total (C) Nil Nil Nil

[ 23 ]
Calcom
Annexure - V
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENT

Lighting Industry is going through a revolutionary phase as conventional incandescent Lamps are becoming obsolete after a
period of around 100 Years. FTLs and CFL Lamps are getting replaced by LED products which are gaining importance
because of much higher efficiency and no pollution. The Industry has been growing at more than 15% for the last many years.
With greater focus on infrastructure, lighting industry expects to continue growing at similar rate for next 5-10 years.

The major players in this Industry are Philips, Surya, Havells,Osram, Crompton Greaves, Wipro, GE and Bajaj.

The Industry structure is also undergoing a major change where in the share of the LED Lampsis increasing.

OPPORTUNITIES AND THREATS

Opportunities
With Industry structure undergoing a change it has opened up opportunity for Electronics manufacturing company Like Calcom
which has focus on R&D to work for OEM customers.The LED Lighting offers great opportunity to get into Lamps Segment of
Lighting Industry.

Threats
The major sales are from OEM Business which can affect the performance of the company in any eventuality. Also, there has
been huge price erosion in LED products and this volatility is affecting the sales.

PRODUCT WISE PERFORMANCE


The Company sold Lighting Luminaries and Ballasts valued at approx. Rs 1605.09lacs in the year 2014-15 as compared to
Lighting Luminaries and Ballasts valued at approx. Rs 1680.75lacs in the year 2013-14.

OUTLOOK
The Company’s entire focus is on LED products and is expecting good growth.

RISKS & CONCERNS


The Company is again into OEM Business wherein its survival becomes dependent on others. To mitigate this risk, the
Company is planning to add more customers and also develop export market for its products.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY


The Company has an appropriate system of internal control. Fixed Assets of the Company are inspected once a year & Stocks
are counted cyclically on perpetual basis. All the financial transactions are duly authorized as per the delegation of Authority.

An Audit Committee comprising of 3 non-executive Independent Directors and one Executive Director is in place to further
strengthen the internal controls. The Audit Committee meets regularly to review the Audit and Accounts reports.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE


The sales of your Company for the year 2014-15 were Rs.1605.09 lacs as against Rs.1680.75lacs for the previous year.
The Company has sold Ballast/Luminaries 932916 nos. as against 1032255 nos. for previous year. The sales were sluggish
except for period of January-March, 2015.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES, INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF


PEOPLE EMPLOYED.
The Company has been passing through difficult times as mentioned above. In order to streamline and improve the efficiency
of the Human resource, a process of restructuring of organization set ups as well as needs and assessment of responsibilities
and accountability, has been taken up. As on March 31, 2015 the company had 177 employees. The Company’s industrial
relations were cordial in last year.

[ 24 ]
Calcom
ANNEXURE-VI

CORPORATE GOVERNANCE REPORT

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE


The Company is being managed and controlled by a professional Board of Directors. 50% of the Directors of the Board are
Independent Directors. The members of the Board are all experienced professionals in their respective areas. The Board has
constituted Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee to look in to
relevant aspects of each area & their meetings are held at regular intervals.

2. BOARD OF DIRECTORS
As on March 31, 2015, the Board comprises of eight directors, which include one executive director and seven non-executive
directors. Participation of non-executive directors has been active.

The Board met four times during the period April 2014 to March 2015 with a clearly defined agenda circulated well in advance
of each meeting. All relevant information as required under Clause 49 of the Stock Exchange Listing Agreement was placed
before the Board from time to time. The date on which meetings were held are as follows:

29th May 2014, 13th August 2014, 11th November 2014, and 13th February, 2015.

The Composition of the Board of Directors as on March 31, 2015 with their attendance at the Board Meetings held during the
year 2014-15 and at the last AGM, number of directorship and chairmanship/membership of committee of each director held
in the other public companies are shown below:

Name of Directors Categories of No.of Last AGM No. of other No. of Committee
Directors Board Attended Directorship(s) positions held
Meetings ship(s) held in Public
attended held in Public in other public
Companies companies

Chairman Member

Sh. Sushil Kumar Malik Executive 4 Yes 1 Nil Nil


(Chairman cum Promoter
Managing Director) (Interested)

Sh. Aijaz Ghaffar Non Executive 1 No Nil Nil Nil

Sh. S.K. Bhattacharya Non Executive 4 Yes 1 1 Nil


(Independent)

Sh. Hamidulla Kabir Khan Non Executive 2 No 1 Nil Nil


(Independent)

Sh. Bharat Bhushan Jain Non Executive 4 Yes Nil Nil Nil
(Independent)

Sh. Ajay Kumar Singhal Non Executive 2 No Nil Nil Nil

Dr. Om Prakash Sood* Non Executice 1 No Nil Nil Nil


(Independent)

Ms. Yuvika Bader** Non Executive Nil No Nil Nil Nil

*Appointed as Additional (Independent) Director w.e.f. 13thFebruary, 2015


**Appointed as Additional Director w.e.f. 19th March, 2015

3. AUDIT COMMITTEE
(a) The Audit Committee comprises of three non-executive directors and one executive director and the Chairman of the
committee is elected from amongst its members who is an independent director.

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Four meetings of the Audit Committee were held during the year on 29th May 2014, 13th August 2014, 11th November 2014
and 13th February 2015, respectively. The composition of the Audit Committee and details of their attendance at the
meetings are as follows:

Name of Director Position Category No. of Audit


Committee
Meeting Attended

Sh. S.K. Bhattacharya Chairman Non-Executive Independent Director 4

Sh. HamidullaKabir Khan Member Non-Executive Independent Director 2

Sh. Bharat Bhushan Jain Member Non-Executive Independent Director 4

Sh. S.K. Malik Member Executive Promoter Director 4

(b) Terms of reference: The terms of reference of Audit Committee covers the areas mentioned under Clause 49 of
the Listing Agreement and the Companies Act, 2013.

4. STAKEHOLDER RELATIONSHIP COMMITTEE


(i) The Stakeholder Relationship Committee looks into shareholders’ and investors’ grievances.

Mr. S.K. Bhattacharya, Non-Executive Independent Director is the Chairman of the Committee. The Board has
designated Mr. Anil Vaish, Manager (Legal & Sec.) as the Compliance Officer.
(ii) During the year ended March 31, 2015, the Company/RTA received two complaints, which has been completely
resolved to the satisfaction of Shareholders. As at March 31, 2015, there is no pending complaint of any Shareholder.

5. NOMINATION & REMUNERATION COMMITTEE


The Nomination & Remuneration Committee deals with all elements of remuneration of whole time director(s). This
Committee meets as and when required.

6. CODE OF CONDUCT
It is hereby declared and confirmed that all Board Members and Senior Management of the Company have complied with
the Code of Conduct for the period from 1st April 2014 to 31st March 2015. The Chairman & Managing Director of the
Company has given the Certificate as below as per requirements of Clause 49 of the Listing Agreement:

I hereby confirm that the Company have obtained from all the members of the Board and Senior Management,
affirmation that they have complied with the Code of Conduct for Directors and Senior Management in respect of
the Financial Year 2014-2015.

PLACE: NEW DELHI S. K. Malik


DATED: 13.08.2015 Chairman & Managing Director
DIN : 00085715

7. GENERAL BODY MEETING


(a) The details of the last three Annual General Meetings are under:

FINANCIAL YEAR LOCATION DATE TIME

2011-2012 17/2B, Forest Lane, U.G. Tank Road, 29.09.2012 9.00 A.M.
Village Ghitorni, New Delhi-110030

2012-2013 17/2B, Forest Lane, U.G. Tank Road, 30.09.2013 9.00 A.M.
Village Ghitorni, New Delhi-110030

2013-2014 17/2B, Forest Lane, U.G. Tank Road, 30.09.2014 9.00 A.M.
Village Ghitorni, New Delhi-110030

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Calcom
(b) Whether any Special Resolution was put through postal ballot last year.
-No-

(c) Any Special Resolutions proposed to be put through postal ballot this year.
-No-

8. DISCLOSURES
(a) Disclosures on materially significant related party transactions i.e. transactions of the company of material nature,

with its promoters, directors or the management, their subsidiaries or relatives etc. that may have potential conflict
with the interests of the company at large.

- As detailed in Point no. 33 of Notes on Accounts to Balance Sheet

(b) Details of non-compliance by the company, penalties, and strictures imposed on the company by stock exchange or
SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
-Nil-

9. MEANS OF COMMUNICATION
The Company’s quarterly / Half yearly (Un-audited with limited review) and Yearly (Un-audited / Audited) results in the
format prescribed by the Stock Exchanges are approved and taken on record by the Board within the prescribed time
frame and sent immediately to all Stock Exchanges on which the Company’s shares are Listed. These results are published
in Regional (Samachar Jagat) and National – English (Millennium Post) newspapers.

10. GENERAL SHAREHOLDERS’ INFORMATION

1. Annual General Meeting : Wednesday, 30th September, 2015 at 9.00 A.M.


Day, Date and Time 17/2 B, Forest Lane, U.G. Tank Road,
Venue Village Ghitorni, New Delhi-110030

2. Financial Calendar (Tentative)


1st Quarter (1st April to 30th June) : By 2nd week of August, 2015
2nd Quarter (1st July to 30th September) By 2nd week of November, 2015
(Half yearly review)
3rd Quarter (1st October to 31st December) By 2nd week of February, 2016
4th Quarter (1st January to 31st March) (Audited) By 30th May, 2016

3. Book Closure From 28th September, 2015 to 30th September, 2015

4. Dividend Payment Date Not applicable

5. Listing on Stock Exchanges Bombay Stock Exchange Limited


Listing Fee for the year 2015-16 has been paid to
The Bombay Stock Exchange Ltd.

6. Stock Codes
Physical Segment BSE 517236
DEMAT ISIN Number
in NSDL/CDSL INE216C01010

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7. Stock Market Data:
Monthly high and low quotations of shares on Bombay Stock Exchange Limited (BSE) are as under:

Month High (in Rs.) Low (in Rs.)


April, 2014 4.94 4.75
May, 2014 4.52 4.52
June, 2014 4.60 4.20
July, 2014 5.25 3.71
August, 2014 3.57 3.04
September, 2014 3.66 2.55
October, 2014 2.45 2.13
November, 2014 2.15 2.05
December, 2014 2.04 1.64
January, 2015 2.10 1.82
February, 2015 3.28 2.10
March, 2015 3.81 3.44

8 Registrar and Share Transfer Agents Abhipra Capital Limited, Ground Floor,
(For Physical as well as for Demat Segment) Abhipra Complex, Dilkhush Industrial Aera,
A-387, G.T. Karnal Road, Azadpur, Delhi-110033.
Tel.: 011-23414629, Telefax:011-23414503
E-mail : info@abhipra.com

9 Share Transfer System Transfer of shares has been delegated by the Board to Share
Transfer Committee. The Company has appointed Registrars
and share transfer agent to facilitate speedy service to the
shareholders. Shares sent for the Registrar and Share Transfer
Agents register transfers within 15 days of receipt of the
documents, if found in order. Shares under objection are returned
within two weeks. All requests for dematerialization of shares
are processed and confirmation is given to the respective
depositories, i.e. National Securities Depository Ltd. (NSDL) and
Central Depository Services Ltd. (CDSL),within 15 days.

10 DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2015

Amount of
Shares holding of No. of % age of shares %age of
nominal value of Rs. Shareholders Shareholders held (In Rs.) shareholding
Upto – 2500 3311 70.37 4032820 12.41
2501 – 5000 826 17.56 3215260 9.89
5001 – 10000 292 6.21 2502530 7.70
10001– 20000 145 3.08 2295900 7.06
2000 – 30000 55 1.17 1404490 4.32
30001– 40000 17 0.36 617500 1.90
40001 – 50000 19 0.40 918090 2.83
50001 – 100000 24 0.51 1677400 5.16
100001 – & above 16 0.34 15836010 48.73
TOTAL 4705 100.00 32500000 100.00

11 The Shareholding pattern as on March 31, 2015 as follows:

Shares held by No. of Shares %age of Shareholding

Promoters/Directors 1312588 40.39


Financial Institutions — —
Banks and Mutual Funds 8000 0.24
Foreign holdings (FIIs, NRIs, OCBs) 1828 0.06
Bodies Corporate 107205 3.30
General Public 1820379 56.01
3250000 100.00

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Calcom
12 Dematerialization of shares:
The Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL) to handle dematerialization of shares.
As on March 31, 2015, a total of 26,48,696 equity shares which form 81.50% of the share capital stand dematerialized.

12 Plant Locations : B-16, Site-C, Surajpur Industrial Area,


GautamBudh Nagar-201306 (U.P.)
13 Address for correspondence : Abhipra Capital Limited, Ground Floor,
a) For transfer of physical shares, Abhipra Complex, Dilkhush Industrial Area,
request for dematerialisation of shares,change A-387, G.T. Karnal Road, Azadpur, Delhi-110033.
of mandate/address or any other query. E-mail : info@abhipra.com
b) For any investor grievance : Compliance Officer
Calcom Vision Limited
C-41, Defence Colony, New Delhi-110024
E-mail : corp.compliance@calcomindia.com
The Non-Executive Directors have not drawn any remuneration from the Company, except sitting fees for attending meetings
of the Board and Committees.
The details of Remuneration paid to Executive Directors during the financial year ended March 31, 2015.
-Nil-

CEO/CFO Certificate under Clause 49(V) of the Listing Agreement (Corporate Governance Code)
a. We certify to the Board that we have reviewed Financial Statements and Cash Flow Statement for the year 31.03.15
and that to the best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading:
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or volatile of the Company’s Rules.
c. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness
of the internal control systems of the Company.
d. We have indicated to the Auditors and the Audit Committee.
(i) significant changes in internal control during the year;
(ii) significant changes in accounting policies during the year and that the same have been disclosed in the
notes to the financial statements if any; and
(iii) there were no instances of fraud of which we have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the Company’s internal control system.

Place : New Delhi S.K. MALIK RahulMeghwani


Date : 30.05.2015 Chairman & Managing Director Manager (F&A)

COMPLIANCE CERTIFICATE FROM AUDITORS OF THE COMPANY


To,
The Members of Calcom Vision Limited
We have examined the compliance of conditions of corporate governance by Calcom Vision Limited, for the year ended on
31st March, 2015, as stipulated in clause 49 of the Listing Agreement of the said company with stock exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has
complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement.
We state that no investor grievance(s) is/are pending for a period exceeding one month against the company as per the
records maintained by the company.
We further state that such compliance is neither an assurance as to future viability of the company nor the efficiency or
effectiveness with which the management has conducted the affairs of the company.
For SHANTI PRASHAD & COMPANY
CHARTERED ACCOUNTANTS
PLACE: DELHI (ASHISH KUMAR AGGARWAL)
DATED: 13.08.2015 PARTNER7
Membership No. 522443/FRN No.019923N

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Calcom
SHANTI PRASHAD & CO. M-96, Connaught Place
CHARTERED ACCOUNTANTS New Delhi - 110001.
Phones: 2341-6000, 7000

INDEPENDENT AUDITOR’S REPORT


To the Members of Calcom Vision Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Calcom Vision Limited (“the Company”), which comprise the
Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and
a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements


The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the
Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision
of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required
to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with Standards on Auditing specified under section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatements of
the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal
financial control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing as opinion on whether the
company has in place as adequate internal financial controls system over financial reporting and the operating effectiveness
of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
financial statements.

Opinion
In our opinion and to the best of our information and according to the explanations given to us, the financial statements give
the information required by the Act in the manner so required and subject to Emphasis of Matter Paragraph, give a true and
fair view in conformity with the accounting principles generally accepted in India.
(a) In case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;
(b) In case of the Statement of Profit and Loss, of the loss for the year ended on that date;
(c) In case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter
We draw attention to Note No. 16, regarding management opinion that Sundry Debtors outstanding for a period of
more than six months, considered good amounting to Rs. 27.21 Lacs are fully recoverable and hence no provision is
made there against.

Report on Other Legal and Regulatory Requirements


1. As required by the Companies (Auditor’s Report) Order, 2015 issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act (hereinafter referred to the “Order”), and on the basis of such checks of the
books and records of the Company as we considered appropriate and according to the information and explanations
given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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Calcom
2. As required by section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit.
b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.
c. The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of written representations received from the Directors as on March 31, 2015, and taken on record by
the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director
in terms of Section 164(2) of the Act.
f. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors), 2014, in our opinion and to the best of our information and according to the explanations given
to us;
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements-
refer to the point no. 28 of notes to account,
ii. In our opinion and as per the information and explanations provides to us, the Company has not entered into any
long-term contracts including derivative contracts, requiring provision under applicable laws or accounting standards,
for material foreseeable losses, and
iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by
the Company.

For Shanti Prashad & Company


Chartered Accountants

Ashish Kumar Aggarwa


Place: New Delhi (Partner)
Date: 30.05.2015 Mem No.522443/FRN No. 019923N

ANNEXURE TO THE INDEPENDENT AUDITORS’REPORT:

(Referred to in Paragraph 1 under section (Report on Other Legal and Regulatory Requirements, of our report of
even date)
1.1. The company is maintaining proper records showing full particulars including quantitative details and situation of
fixed assets.

1.2. All the fixed assets have been physically verified by the management at reasonable intervals and no material
discrepancies were noticed on such verification.
2.1. The inventories have been physically verified at reasonable intervals by the management.
2.2 In our opinion and according to the information and explanations given to us, the procedures of physical verification of
inventories followed by the management are reasonable and adequate in relation to the size of the company and the
nature of its business.

2.3 In our opinion and according to the information and explanations given to us, the Company is maintaining proper
records of its inventories and no material discrepancies were noticed on such physical verification.

3 As informed to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties
covered in the register maintained under section 189 of the Companies Act. Accordingly, the sub-clauses (a) and (b)
are not applicable to the company.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control
system commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed
assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in internal control system.

5 According to the information and explanations given to us, the Company has not accepted any deposits in terms of
directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of
the Companies Act and the rules framed there under.

[ 31 ]
Calcom
6 We have broadly reviewed the books of account maintained by the Company pursuant sub-section (1) of Section 148
of the Companies Act, and are of the opinion that prima facie, the prescribed accounts and records have been made
and maintained.

7 (i) The company is generally regular in depositing undisputed statutory dues including provident fund, employees state
insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and
any other statutory dues with the appropriate authorities and we have been informed that there are no arrears of
outstanding statutory dues as at the last day of the financial year under audit for a period of more than six months from
the date they became payable.

(ii) According to the records of the Company and the information and explanations given to us, the following are
particular of dues on account of excise duty / sales tax that have not been deposited on account of any dispute:

Name of the Statute Nature Amount Period to which the Forum where pending
of the Dues (Rs. In Lakhs) amount relates

Delhi Sales Tax Act DST 3.61 1996-97 Dy.Comm.(Appeals) – Delhi


Central Sales Act. CST 2.34 1996-97 Dy.Comm.(Appeals) – Delhi
Delhi Sales Tax Act DST 52.71 1997-98 Add.Comm.(Appeals)- Delhi
Central Sales Act. CST 8.45 1997-98 Add.Comm.(Appeals)- Delhi
Delhi Sales Tax Act DST 17.42 1998-99 Add.Comm.(Appeals)- Delhi
Central Sales Act. CST 1.82 1998-99 Add.Comm.(Appeals)- Delhi
Delhi Sales Tax Act DST 3.34 1999-00 Dy.Comm.(Appeals) – Delhi
Central Sales Act. CST 0.16 1999-00 Dy.Comm.(Appeals) – Delhi

(iii) In our opinion and according to the information and explanations given to us, no amounts is required to be transferred
to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of
1956) and Rules made there under have been transferred to such fund within time.

8 The Company has accumulated losses more than its net worth at the end of the financial year under audit. The
company has not incurred cash losses during the financial year covered by audit and in the immediately preceding
financial year.

9 According to the information and explanations given to us, the Company has not defaulted in repayment of dues to a
financial institution or bank.

10 According to the information and explanations given to us, the Company has not given any guarantee for loans taken
by others from banks or financial institutions, the terms and conditions whereof are prejudicial to the interest of the
Company.

11 According to the information and explanations given to us, no term loans were obtained during the year under audit.

12 Based upon the audit procedures performed and according to the information and explanations given to us, no fraud
on or by the company has been noticed or reported during the year of our audit.

For Shanti Prashad & Company


Chartered Accountants

Ashish Kumar Aggarwal


Place: New Delhi (Partner)
/Date: 30.05.2015 Mem No.522443/FRN No. 019923N

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Calcom
CALCOM VISION LIMITED
RO: C-41, DEFENCE COLONY, NEW DELHI-110024
CIN-L92111DL1985PLC021095
Balance Sheet as at 31st March, 2015

Particulars Note No. As at As at


31st March, 2015 31st March, 2014

I. EQUITY AND LIABILITIES

Shareholder’s Funds
Share Capital 4 32,500,000 32,500,000
Reserves and Surplus 5 (217,273,562) (213,164,817)

Non-Current Liabilities
Long Term Borrowings 6 218,804,158 218,804,158
Long-Term Provisions 7 4,460,833 3,900,852

Current Liabilities
Short-Term Borrowings 8 - 1,678,547
Trade Payables 9 36,710,086 44,987,368
Other Current Liabilities 10 3,982,493 3,720,966
Short-Term Provisions 11 104,557 43,091

TOTAL 79,288,566 92,470,165

II. ASSETS

Non-Current Assets
Fixed Assets
(i) Tangible Assets 12 19,997,651 28,345,883
(ii) Intangible Assets 13 183,426 748,284
Long-Term Loans and Advances 14 693,856 530,571

Current Assets
Inventories 15 23,231,112 10,479,168
Trade Receivables 16 26,557,626 44,231,138
Cash and Bank Balances 17 812,048 2,547,084
Short-Term Loans and Advances 18 7,812,846 5,588,036

TOTAL 79,288,566 92,470,165

See accompanying notes to the financial statements

For and on behalf of the Board


Auditors’ Report
As per our report of even date attached

For Shanti Prashad & Co.


Chartered Accountants

Ashish Kumar Aggarwal S. K. Malik Ajay Kumar Singhal


Partner DIN-00085715 DIN-00112899
M. No.522443/ FRN No.019923N Chairman & Director
Managing Director

Place:- New Delhi Rahul Meghwani Anil Vaish


Date:- 30.05.2015 Manager (F & A) Compliance Officer

[ 33 ]
Calcom
CALCOM VISION LIMITED
RO: C-41, DEFENCE COLONY, NEW DELHI-110024
CIN-L92111DL1985PLC021095
Statement of Profit & Loss for the year ended 31st March, 2015
Particulars Note No. Year Ended Year Ended
31st March, 2015 31st March, 2014

I. Revenue from Operations 19 160,509,281 168,074,748


Less : Excise duty 13,925,466 17,347,381
II. Other Incomes 20 1,145,541 855,867

III. Total Revenue (I + II) 147,729,356 151,583,234


IV. Expenses:
Manufacturing Expenses
Cost of Materials Consumed 21 103,805,520 106,269,014
Work-in-Progress and Stock-in-Trade 22 (1,962,334) 2,536,854
Employee Benefit Expenses 23 27,600,461 23,570,300
Finance Costs 25 1,756,631 495,680
Depreciation and Amortization Expenses 12/13 5,025,129 6,411,185
Other Expenses 24 15,656,202 12,908,029

Total Expenses 151,881,609 152,191,062

V. Profit before Exceptional and Extraordinary (4,152,253) (607,828)


Items and Tax (III - IV)
VI. Exceptional Items 26 43,508 -
VII. Profit before Extraordinary Items and Tax (V - VI) (4,108,745) (607,828)
VIII. Extra Ordinary Items - -
IX. Profit before Tax (VII - VIII) (4,108,745) (607,828)
X. Tax Expense:
(1) Current tax - -
(2) Deferred Tax - -
XI. Profit/ (Loss) for the period from Continuing (4,108,745) (607,828)
Operations (IX - X)
XII. Profit/ (Loss) for the Period (4,108,745) (607,828)
XVI. Earnings Per Equity Share 27
(1) Basic (1.26) (0.19)
(2) Diluted (1.26) (0.19)

See accompanying notes to the financial statements

For and on behalf of the Board


Auditors’ Report
As per our report of even date attached

For Shanti Prashad & Co.


Chartered Accountants

Ashish Kumar Aggarwal S. K. Malik Ajay Kumar Singhal


Partner DIN-00085715 DIN-00112899
M. No.522443/ FRN No.019923N Chairman & Director
Managing Director

Place:- New Delhi Rahul Meghwani Anil Vaish


Date:- 30.05.2015 Manager (F & A) Compliance Officer

[ 34 ]
Calcom
CALCOM VISION LIMITED
CIN-L92111DL1985PLC021095
CASH FLOW STATEMENT for the year ended 31st March , 2015
Particulars 2014-15 2013-14
(Rs.) (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES


Net Profit Before Tax and Extra-ordinary items (4,108,745) (607,828)
Adjustments for -
Add: Depreciation 5,025,129 6,411,185
Interest & Financial Charges 1,756,631 495,680
Misc. Expenses Written Off (2,732,191) -
Provision for Gratuity & Leave Encashment 861,728 494,731

Operating profit before Working Capital Changes 802,553 6,793,768


Adjustments for -
Add: Trade & Other Receivables 15,285,417 11,836,620
Inventories (12,751,944) 9,817,054
Trade Payables (5,283,564) (27,367,747)
Provisions (240,281) (206,977)
Cash Generated from Operations (2,187,819) 872,718
Less Interest Paid (1,756,631) (495,680)
Direct Taxes Paid - -

Cash Flow Before Extra-Ordinary Items (3,944,450) 377,039


NET CASH FLOW FROM OPERATING ACTIVITIES (3,944,450) 377,039

B. CASH FLOW FROM INVESTING ACTIVITIES


Purchase Of Fixed Assets (1,725,095) (788,451)
Sale Of Fixed Assets 587,926 -
Reversal of Depreciation on sale as scrap 5,025,129
NET CASH FLOW FROM INVESTING ACTIVITIES 3,887,961 (788,451)

C. CASH FLOW FROM FINANCING ACTIVITIES


Repayment of Loans (1,678,547) -
NET CASH FLOW FROM FINANCING ACTIVITIES (1,678,547) -
NET INCREASE IN CASH OR CASH EQUIVALENTS (1,735,037) (411,412)
I CLOSING BALANCE OF CASH OR CASH EQUIVALENTS 812,049 2,547,086
II OPENING BALANCE OF CASH OR CASH EQUIVALENTS 2,547,086 2,958,498
NET INCREASE IN CASH OR CASH EQUIVALENTS (1,735,037) (411,412)

For and on behalf of the Board


Auditors’ Report
As per our report of even date attached

For Shanti Prashad & Co.


Chartered Accountants

Ashish Kumar Aggarwal S. K. Malik Ajay Kumar Singhal


Partner DIN-00085715 DIN-00112899
M. No.522443/ FRN No.019923N Chairman & Director
Managing Director

Place:- New Delhi Rahul Meghwani Anil Vaish


Date:- 30.05.2015 Manager (F & A) Compliance Officer

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Calcom
CALCOM VISION LIMITED
RO: C-41, DEFENCE COLONY, NEW DELHI-110024
CIN-L92111DL1985PLC021095
Notes to Accounts to Financial Statements
1. Corporate information
Established in the year 1985, Calcom Vision Limited, an ISO 9001 certified company, having registered office in Delhi and
Manufacturing unit at Surajpur Industrial Area (UP). The Company is engaged in the manufacturing and selling of Lighting
and Electronics Products.

2. Basis of preparation
The financial statements are prepared on accrual basis under the historical cost convention, in accordance with the
generally accepted accounting principles in India and to comply with the Accounting Standards specified under section
133 of Companies Act, 2013 and Schedule III referred to in the Companies Act,2013 including the Rules framed there
under.

3. Significant Accounting Policies


(i) Revenue Recognition
All income and expenditure items having a material bearing on the financial statements are recognized on accrual basis.
(II) Use of Estimates
The preparation of financial statements requires the management to make estimates and assumptions considered in the
reported amounts of assets and liabilities (including contingent liabilities) as on the date of financial statements and the
reported income and expenses during the reporting period. The estimates and assumptions used in the financial statements
are based upon the Management’s evaluation of the relevant facts and circumstances as on the date of financial statements.
Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable.
Future results may vary from these estimates.

(iii) Fixed Assets


Fixed Assets are stated at cost less accumulated depreciation. The cost includes purchase consideration and other
directly attributable costs incurred to bring an Asset to its working condition for its intended use. Fixed assets taken on
Finance Lease are capitalized.
Exchange difference arising on reporting of long term foreign currency monetary asset/ liability related to specific fixed
asset is adjusted with the cost of the respective fixed asset.

(iv) Amortization and Depreciation


1. During the year, the company has determined the estimated useful life of its fixed assets as permited under the
provision of schedule II of the Companies, Act, 2013 and has provided depreciation and amortisation accordingly w.e.f 1st
april, 2014.
2.On fixed assets added / disposed of during the year, depreciation is provided on pro-rata basis.
3. From the date of Applicablity of Schedule II of Companies Act, 2013, the carrying amount of the assets are depreciated
over the remaining useful life of the assets and where the remaining useful life of any assets is NIL, the whole carrying
amount after retaining resudual value have been depreciated and transferred to Statement of Profit and Loss.

(v) Retirement Benefits


(a) Provision for gratuity is made as per the provision of payment of gratuity act, as calculated by the management.
(b) Liabilities in respect of encashment of accumulated leaves by the employees is estimated by the management and
charged to Profit & Loss account
(c) As ascertained by the Company , the premium pertaining to provision for superannuation fund has been paid to LIC &
the amount appears in superannuation Fund account has no longer liability against the assets of the company.

(vi) Provisions, Contingent Liabilities and Contingent Assets


Provisions involving substantial degree of estimation in measurement are recognized when there is present obligation as
a result of past events and it is possible that there will be an outflow of resources. Contingent Liabilities are not recognized
in the financial statements but are disclosed in the notes to accounts.Contingent Assets are neither recognized and nor
disclosed in financial statements.

(vii) Foreign Currency Transactions


(a) Transactions denominated in foreign currency are intially recorded at the exchange rate prevailing at the time of
transaction. Current Assets and Current liabilities denominated in Foreign Currency are converted into Indian rupees at
the exchange rate prevailing at the close of the year.

[ 36 ]
Calcom
(b) Any income or loss on account of exchange fluctuation on settlement / year end, is recognised in the profit & loss
account except in cases where they relate to acquisition of fixed assets in which case they are adjusted to the carrying
cost of such asset ae per guidelines and AS-11 issued by Institute of Chartered Accountants of India.

(viii) Excise Duty


Excise Duty, Service Tax And VAT on inputs and services are carried forward till it is utilized. Further Excise duty is
accounted for on the basis of both payment made in respect of goods cleared as also provision made for goods lying in
bonded warehouse.

(ix) Taxes on Income


(a) Provision for Income Tax is made at the amount expected to be paid to the Tax Authorities in accordance with the
Income Tax Act, 1961 using the tax rates as per the Tax Law that have been enacted or substantively enacted as on the
date of the Balance Sheet.
(b) Deferred Tax Assets and Liabilities are recognized on timing differences, being the difference between taxable income
and accounting income that originate in one period and are capable of reversal in one or more subsequent periods in
accordance with the Accounting Standard 22 “Accounting for Taxes on Income”, issued by the Institute of Chartered
Accountants of India. Deferred Tax Assets and Liabilities are recognised using the tax rates as per the Tax Law that have
been enacted or substantively enacted as on the date of the Balance Sheet.

(x) Cash Flow Statement


Cash flows are made using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a
non cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from Opearting
Activities, Financing Activities and Investing Activities are segregated.

(xi) Impairment Of Assets


Fixed Assets are assesed annually on the balance sheet date havings regards to the internal & external source of information
so as to analyze whether any impairment of the asset has taken place. If the recoverable amount, represented by the
higher of Net Selling Price or the Value in use, is lesser than carrying amount of Cash-generating unit, then the difference
is recognized as Impairment Loss and is debited to Profit and Loss Account. Further Suitable reversals are made in the
books of accounts as and when the impairment loss ceases to exist or shows a decrease.

Borrowing Cost
Borrowing cost that are directly attributable to acquisition or construction of qualifying assets has been capitalized as part
of such asset as per AS-16 on Borrowing Costs issued by the ICAI. All other borrowing cost are charged to revenue in the
period when they are incurred.

Earning Per Share


EPS is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average no. of
equity shares outstanding during the year as per AS-20 issued by the ICAI.

Inventories
INVENTORIES Basis of Valuation
Raw Material At cost, based on first in first out method, or net realisable value which ever is lower.
Work in Process At cost or net realisable value whichever is lower
Finished Goods At cost or net realisable value whichever is lower

4. Share Capital 31st March, 2015 31st March, 2014


Authorised Capital
80,00,000 Equity Shares of Rs 10/- each
(Previous year 80,00,000 Equity Shares of Rs.10/-each) 80,000,000 80,000,000

Issued, Subscribed and Paid up Capital


32,50,000 Equity Shares of Rs10/- each fully paid up 32,500,000 32,500,000
(Previous year 32,50,000 Equity Shares of Rs. 10/- each)

32,500,000 32,500,000

(a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period
31st March, 2015 31st March, 2014
No. Amount No. Amount

Equity shares at the beginning of the year 3,250,000 32,500,000 3,250,000 32,500,000
Equity shares at the end of the year 3,250,000 32,500,000 3,250,000 32,500,000

[ 37 ]
Calcom

(b) Terms/Rights attached to equity shares


The company has only one class of Equity Shares having a par value of Rs. 10 per Share. Each holder of equity is entitled
to one vote per share

(c) Details of shareholders holding more than 5% shares.

31st March, 2015 31st March, 2014


No. % No. %
-Equity shares of Rs. 10/- each
Sushil Kumar Malik 754,105 23.20 742,405 22.84
Shashi Malik 300,400 9.24 300,400 9.24

5. Reserves and Surplus 31st March, 2015 31st March, 2014

(a) Capital Reserve


As per last Balance Sheet 36,000 36,000

Addition during the year - 36,000 - 36,000

(b) Securities Premium


As per last Balance Sheet 2,579,200 2,579,200

Addition during the year - 2,579,200 - 2,579,200

(c) Balance in the Statement of Profit & Loss

As per last Balance Sheet (215,780,017) (215,172,189)


Addition during the year (4,108,745) (219,888,762) (607,828) (215,780,017)

(217,273,562) (213,164,817)

6. Long Term Borrowings 31st March, 2015 31st March, 2014

Unsecured Zero Coupon Convertible Bonds


- Issued to Stretegic Investors/Promoters* 218,804,158 218,804,158

218,804,158 218,804,158

Note * : As per the terms of rehabilitation scheme sanctioned by the Hon’ble BIFR on 08.07.2014, The Unecured loans
amounting to Rs. 2188.04 lacs outstanding as on 31.03.2014 taken over by Strategic Investors/Promoters had been converted
into Zero coupon convertible bonds which will later be converted into equity shares of the company as per the terms of BIFR
order dated 08.07.2014.

The said Bonds are convertible into Equity Shares of the company at a price of Rs. 30/- per Equity Shares comprising of fully
paid up face value of Rs. 10/- each and a security premium of Rs. 20/- per equity share.

7. Long-Term Provisions 31st March, 2015 31st March, 2014

Provision for Employee Benefits 4,460,833 3,900,852

4,460,833 3,900,852

[ 38 ]
Calcom
8. Short-Term Borrowings 31st March, 2015 31st March, 2014
Loans Repayable On Demand
- From Banks (Unsecured) - 1,678,547

- 1,678,547

9. Trade Payables 31st March, 2015 31st March, 2014

Trade Creditors 36,710,086 44,987,368

36,710,086 44,987,368

* As per Management perception, All the Trade Payables are expected to be settled in next year. Hence no Trade
 Payable  is  classified  as  Non  Current.

10. Other Current Liabilities 31st March, 2015 31st March, 2014

Advance from Customer 31,000 31,000


Other Liabilities 3,951,493 3,689,966

3,982,493 3,720,966

11. Short-Term Provisions 31st March, 2015 31st March, 2014

Provision for Excise duty on Closing Stock 104,557 43,091

104,557 43,091

14. Long-Term Loans and Advances 31st March, 2015 31st March, 2014

Unsecured but considered Good


Security Deposits (Electricity) 693,856 530,571

693,856 530,571

15. Inventories
(Taken over and certified by management)

Raw Materials 19,983,804 8,152,250


Goods In transit of Raw Material 630,000 1,671,944
Work-in-Progress 1,656,565 253,790
Finished Goods 960,742 401,184

23,231,112 10,479,168

16. Trade Receivables 31st March, 2015 31st March, 2014


Unsecured, Considered Good
- Outstanding for a period exceeding six months 2,720,688 2,815,055
- Others 23,836,939 41,416,083

26,557,626 44,231,138

The above amount includes:-


Due from Related Parties 19,949,221 14,452,451

* As per management perception, Sundry debtors exceeding 6 months are fully recoverable hence, no provision is made
there against.

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Calcom
17. Cash and Bank Balances 31st March, 2015 31st March, 2014
Cash and Cash Equivalents
Balance with Banks in current Accounts 706,880 2,354,833
Cash in Hand 105,168 192,252

812,048 2,547,084

* Deposits in Bank classified as non cash equivalants are those whose maturity period is more than 03 Months.

18. Short term Loans and Advances 31st March, 2015 31st March, 2014
Unsecured but considered Good
Advance recoverable in Cash or in kind 5,634,768 4,096,381
Employee Advance 207,518 335,327
Advance Income Tax & TDS 723,792 566,566
Balance with Excise and Customs 214,270 (6,486)
Balance with Sales Tax 14,189 62,131
Security Deposits 1,018,309 534,117

7,812,846 5,588,036

19. Revenue From Operations 31st March, 2015 31st March, 2014
Sale of Products
- Manufactured Products 148,036,527 162,541,035
- Traded Goods - 148,036,527 - 162,541,035
Other Operating Revenues (Job Work) 12,472,754 5,533,713

160,509,281 168,074,748
The above amount include Sale of:
Manufactured Products (Broad Heads)
Ballast/Luminaries 130,748,487 126,438,552
Others 17,288,040 36,102,483

20. Other Incomes 31st March, 2015 31st March, 2014


Interest Income 142,844 40,190
Other Non-Operating Income 1,002,697 815,677

1,145,541 855,867

21. Cost of material Consumed 31st March, 2015 31st March, 2014
Opening Stock of Raw Material 8,152,250 15,975,720
Add : Purchases During the Year 115,637,074 98,445,545
Less : Closing Stock of Raw Material 19,983,804 8,152,250

103,805,520 106,269,014

The above amount include purchase of :


PCB 3,968,373 3,851,369
Transformer 61,517 160,050
Pipes 4,440,443 6,994,104
Lamp Holder 2,971,800 3,717,784
Transistor 8,003,964 12,424,031
Others 84,359,423 79,121,676

22. Change in Inventories 31st March, 2015 31st March, 2014


Opening Stock
-W IP 253,790 1,913,296
-Stock-in-Trade - -
-Finished Goods 401,184 654,974 1,278,532 3,191,828
Closing Stock
-W IP 1,656,565 253,790
-Stock-in-Trade - -
-Finished Goods 960,742 2,617,307 401,184 654,974

Change in Inventory (1,962,334) 2,536,854

[ 40 ]
Calcom
The above include:
Change in inventory of WIP
Ballast/Luminaries (1,402,776) 360,782
Others - 1,298,724

Change in inventory of Finished Goods


Ballast/Luminaries (559,558) 835,768
Others - 41,580

23. Employee Benefit Expenses 31st March, 2015 31st March, 2014
Salaries and Wages 15,135,657 11,391,876
Staff Welfare Expenses 518,533 784,893
Wages and Salaries 11,946,271 11,393,531

27,600,461 23,570,300

24. Other Expenses


Power and Fuel 4,265,689 4,125,129
Difference of Excise duty on opening/ closing stock 61,466 (97,552)
Rent on Machinery 2,496,150 1,500,000
Repairs and Maintenance
(i) Plant and Machinery 495,719 367,425
(ii) Building 927,741 490,475
(iii) Generator 64,564 35,870
Advertisement & Sales Promotion 415,604 335,103
AGM Expenses 96,340 47,338
Auditors Expenses 84,270 84,270
Bus Hire Charges 1,565,664 1,742,990
Charity/Donations 55,000 10,000
Directors Meeting Expenses 120,000 110,000
Factory Security Charges 997,438 838,611
Freight & Forwarding 17,010 1,290
Insurance 180,549 151,955
Interest on Taxes 17,138 67,644
Legal & Professional Charges 1,073,718 707,131
Membership & Subscription Fees - 42,000
Printing, Stationery & Communication Expenses 561,698 379,111
R & D Expenditure 151,633 44,336
Rent Paid 288,000 300,000
Rates and Taxes 50,417 80,612
Sevice Charges - 6,200
Taxi Hire Charges 380,405 402,994
Travelling and Conveyance 1,087,756 819,012
Other Expenses 202,233 316,085

15,656,202 12,908,029

25. Finance Costs 31st March, 2015 31st March, 2014


Bank Charges 18,921 22,717
Discounting Charges 1,674,832 287,534
Interest & Financial Expenses 62,878 185,429

1,756,631 495,680

26 Exceptional Items 31st March, 2015 31st March, 2014


Loss on sale of Old scrap of Fixed Assets 4,665,294 -
Income from superannuation received (1,976,611) -
Creditors Written off (2,732,191) -

(43,508) -

[ 41 ]
Calcom
27 Earning Per Share includng exceptional & extraordinary Items
Profit/(Loss) including exceptional and extraordinary items (4,108,745) (607,828)
Weighted Average No. of Shares 3,250,000 3,250,000
Basic/ Diluted EPS Including exceptional & extraordinary items (1.26) (0.19)

Earning Per Share excludng exceptional & extraordinary Items


Profit/(Loss) excluding exceptional and extraordinary items (4,152,253) (607,828)
Weighted Average No. of Shares 3,250,000 3,250,000
Basic/ Diluted EPS excluding exceptional & extraordinary items (1.28) (0.19)

28 Contingent Liablities & Commitments 31st March, 2015 31st March, 2014
Contingent liablities
Claims against company not acknowledged as debt
-Guarantees - -
-Desputed excise duty demand - -
-Sales Tax (In Lacs) 89.85 95.05
Commitments
-Estimated amount of contracts remaining to be
executed on capital account NIL NIL
-Estimated amount of contracts remaining to be
executed on Revenue account (In Lacs) 0.41 8.67

29 Letter of confirmation of balance sent by the company to the Debtors and Creditors are still awaited in some cases.

30 Small Scale Industries in respect of which amount of outstanding for more than 30 days, in excess of Rs. 1 Lac are Nil.

31 The company has not received from any of its transacting parties regarding their status under the Micro, Small and
Medium Enterprises Development Act, 2006. Hence disclosure, if any relating to amounts unpaid as at the year and
together with the interest payable as required under the said Act cannot be disclosed.

32 The company is mainly engaged in the business of manufacturing Lighting Products and parts thereof. Therefore all the
operations of the company are considered as Single segment for the purpose of Accounting standard-17 on “Segment Reporting”
issued by Institute of Chartered Accountants of India.

33 In compliance of Accounting Standard-18 “Related Party Disclosure” issued by the ICAI, the details pertaining to Related
Party Disclosure are as follows:

(A) Name of the related parties and description of relationship

ASSOCIATES ASSOCIATES KEY MANAGEMENT RELATIVES OF KEY


PERSONNEL MANAGEMENT
PERSONNEL

Calcom Electronics Limited Mr S.K Malik Mrs.Shashi Malik


S.K Malik (HUF) Mr. Abhishek Malik

Calcom Institute Of Management (Non Profit Edu. Trust)

(B) Transactions with related parties


ITEM ASSOCIATES KEY MANAGEMENT RELATIVES OF KEY Total
PERSONNEL MANAGEMENT
PERSONNEL
Sale of goods 17,643,998 17,643,998
(net of captive consumption) 0

Purchase of goods 130,625 130,625


(net of captive consumption) 0

Amount Receivable 19,949,221 19,949,221

Amount reimbursement for trainee 2,269,504 2,269,504

[ 42 ]
Calcom
Vehicle Hire Charges, Professional fees 288,000 840,000 1,128,000
& Rent paid

Rent on Building & Furniture received 672,000 672,000

Job Work Charges Received 11,825,799 11,825,799

Rent on Machinery paid 1,817,400 1,817,400

34 In view of uncertainity of future taxable profits, Deffered tax assets have not been created during the year on consideration
of prudence as set out in Accounting Standard -22 on “Accounting for Taxes on Income “ issued by the Institute Of Chartered
Accountant of India.

35 There appears to be no impairment to the production & assembly line of the company’s business, as it continues to
produce the main products of the company.

36 Auditors Remuneration is as follows :


Amount in Rs. Amount in Rs.
2014-15 2013-14
a) Statutory Audit Fees 60,000 60,000
b) Tax Audit Fees 15,000 15,000

37 All the leases are cancellable operating leases at the option of the owner. The company has taken offices on lease
renewal on annual basis. The lease expense recognised in P & L A/c on such lease is Rs. 2,88,000/-. Also the company has
lease out its building on lease renewal on annual basis. The lease income recognised in P & L A/c is Rs. 600,000/-

38 Value of Imports calculated on CIF basis 31st March, 2015 31st March, 2014
during Financial Year
- Raw Materials 34,697,491 29,031,211

39 Total value of Imported Raw Material, Spare Parts and components consumed during the financial year and the
percentage of each to the total consumption
31st March, 2015 31st March, 2014

Import % to Total Import % to Total


- Raw Materials 33 34,697,491 29,031,211 27
- Value of Indegenous Material 67 69,108,029 77,237,803 73

TOTAL 100 103,805,520 106,269,014 100

For and on behalf of the Board


Auditors’ Report
As per our report of even date attached

For Shanti Prashad & Co.


Chartered Accountants

Ashish Kumar Aggarwal S. K. Malik Ajay Kumar Singhal


Partner DIN-00085715 DIN-00112899
M. No.522443/ FRN No.019923N Chairman & Director
Managing Director

Place:- New Delhi Rahul Meghwani Anil Vaish


Date:- 30.05.2015 Manager (F & A) Compliance Officer

[ 43 ]
Calcom

[ 44 ]
Calcom

AUDITORS C E R T I F I C AT E

We have verified the above cash flow statement of Calcom Vision Ltd. derived from
the audited annual financial statement for the year ended March 31, 2015 and found
the same to be drawn in accordance therewith and also with the requirments of Clause
32 of the listing agreement with stock Exchanges.

For Shanti Prashad & Company


Chartered Accountants

Place: New Delhi Ashish Kumar Aggarwal


(Partner)
Date: 13.08.2015 Mem No.522443/FRN No. 019923N

[ 45 ]
Calcom
Calcom Vision Limited
CIN: L92111DL1985PLC021095
Registered Office: C-41, Defence Colony, New Delhi-110024
Website:www.calcomindia.com, Email: corp.compliance@calcomindia.com
ATTENDANCE SLIP

I hereby record my presence at the 30TH ANNUAL GENERAL MEETING of the Company at 17/2B, Forest Lane, U.G. Tank
Road, Village Ghitorni, New Delhi-110030 at 9.00 A.M on Wednesday, the 30th September, 2015.

……………………………….………………….…… …………………………………… ……… ………………....


Full Name of the Member (in Block letters) No. of shares held Signature

Folio No………………………………../DP ID No.*………………………....………&Client ID No.*……………………………........


*Applicable for members holding shares in electronic form

……………………………………………………………..
Full name of Shareholder/Proxy
(in block letters)

NOTE : Member/Proxy wishing to attend the Meeting must bring the Admission Slip to the Meeting and hand over duly signed
at the registration counter.
 ________________________________________________________________________________________________

Form No.MGT-11: PROXY FORM


[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]

CIN L92111DL1985PLC021095
Name of the Company CALCOM VISION LIMITED
Registered Office C-41, DEFENCE COLONY, NEW DELHI-110024
Name of the member(s)
Registered Address
Email Id
Folio no./ Client Id/ DP Id

I/we being the member(s) of______________________________shares of the above named company, hereby appoint:
(1) Name : __________________________________ Address : _______________________________________________
E-mail Id : __________________________________Signature : ____________________________________or failing him;
(1) Name : __________________________________ Address : _______________________________________________
E-mail Id : __________________________________Signature : _____________________________________or failing him;

as my/our proxy to attend and vote (on a poll) for my/our and on my/our behalf at the 30th Annual General meeting of the
Company, to be held on Wednesday, 30th day of September, 2015 at 9.00 a.m. at 17/2 B, Forest Lane, U.G. Tank Road,
Village Ghitorni, New Delhi-110030 and at any adjournment thereof in respect of such resolutions as are indicated below:
Number Resolutions
Ordinary Business
1 Adoption of Audited Financial Statements for the year ended 31st March, 2015 together with reports of the
Auditors and Board of Directors thereon.
2 Retirement of Mr.Aijaz Ghaffar, retiring by rotation.
3 Appointment of M/s. Shanti Prashad& Co., Chartered Accountants, as Statutory Auditors.
Special Business
4 Appointment of Dr. Om Prakash Sood as an Independent Director for a period of 5 years.
5 Appointment of Ms. Yuvika Bader as an Director.

Signed this______________day of_____________2015.


Affix
Signature of the Member: _________________ Signature of Proxy holder: _________________ Revenue
Note :* This form of proxy in order to be effective should be duly completed and deposited at the Stamp of
Registered Office of the Company, not less than 48 hours before the commencement of the aforesaid Rs.1
Meeting.

[ 46 ]
Calcom

[ 47 ]
Calcom Vision Limited
CIN: L92111DL1985PLC021095
Regd. Office : C-41, Defence Colony,
New Delhi - 110 024

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