2014-15 Annual Report
2014-15 Annual Report
2014-15 Annual Report
30
th
Annual Report
2014-2015
[2]
Calcom
BOARD OF DIRECTORS
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.)
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
[3]
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.”
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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
Date of Birth & Age 31st October, 1940 75 years 20th June, 1985 30 years
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.
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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.
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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.
[8]
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.
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.
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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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.
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.
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.
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.
The Audit Committee of the Directors of the Company looks into the complaints raised.
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.
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.
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.
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.
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
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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.
i) Capital —
ii) Recurring
a) Deferred Revenue —
b) Current Year 1.52
Total 1.52
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ANNEXURE – II
AOC-2
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ANNEXURE – III
(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.
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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.
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
[ 16 ]
Calcom
Annexure IV to Boards Report
Form No. MGT-9
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies
(Management and Administration) Rules, 2014]
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.
Ballast/
1 Luminaries 85041020 / 94051010 88%
[ 17 ]
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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
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)
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
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
[ 19 ]
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(iii) Change in Promoters’ Shareholding ( please specify, if there is change)
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs
[ 20 ]
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(v) Shareholding of Directors and Key Managerial Personnel:
[ 21 ]
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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…
Total (A)
[ 22 ]
Calcom
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Rs. In Lakhs)
1 Gross salary
4 Commission
- as % of profit
- others, specify… Nil Nil Nil
[ 23 ]
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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
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.
OUTLOOK
The Company’s entire focus is on LED products and is expecting good growth.
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.
[ 24 ]
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ANNEXURE-VI
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. Bharat Bhushan Jain Non Executive 4 Yes Nil Nil Nil
(Independent)
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:
(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.
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.
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.
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
[ 26 ]
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(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.
(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.
6. Stock Codes
Physical Segment BSE 517236
DEMAT ISIN Number
in NSDL/CDSL INE216C01010
[ 27 ]
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7. Stock Market Data:
Monthly high and low quotations of shares on Bombay Stock Exchange Limited (BSE) are as under:
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.
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
[ 28 ]
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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.
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.
[ 29 ]
Calcom
SHANTI PRASHAD & CO. M-96, Connaught Place
CHARTERED ACCOUNTANTS New Delhi - 110001.
Phones: 2341-6000, 7000
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.
[ 30 ]
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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.
(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 ]
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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
(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.
[ 32 ]
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CALCOM VISION LIMITED
RO: C-41, DEFENCE COLONY, NEW DELHI-110024
CIN-L92111DL1985PLC021095
Balance Sheet as at 31st March, 2015
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
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
[ 33 ]
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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
[ 34 ]
Calcom
CALCOM VISION LIMITED
CIN-L92111DL1985PLC021095
CASH FLOW STATEMENT for the year ended 31st March , 2015
Particulars 2014-15 2013-14
(Rs.) (Rs.)
[ 35 ]
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.
[ 36 ]
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(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.
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.
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
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 ]
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(217,273,562) (213,164,817)
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.
4,460,833 3,900,852
[ 38 ]
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8. Short-Term Borrowings 31st March, 2015 31st March, 2014
Loans Repayable On Demand
- From Banks (Unsecured) - 1,678,547
- 1,678,547
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
3,982,493 3,720,966
104,557 43,091
14. Long-Term Loans and Advances 31st March, 2015 31st March, 2014
693,856 530,571
15. Inventories
(Taken over and certified by management)
23,231,112 10,479,168
26,557,626 44,231,138
* As per management perception, Sundry debtors exceeding 6 months are fully recoverable hence, no provision is made
there against.
[ 39 ]
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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
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
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The above include:
Change in inventory of WIP
Ballast/Luminaries (1,402,776) 360,782
Others - 1,298,724
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
15,656,202 12,908,029
1,756,631 495,680
(43,508) -
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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)
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:
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Vehicle Hire Charges, Professional fees 288,000 840,000 1,128,000
& Rent paid
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.
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
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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.
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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 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.
________________________________________________________________________________________________
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.
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Calcom Vision Limited
CIN: L92111DL1985PLC021095
Regd. Office : C-41, Defence Colony,
New Delhi - 110 024