BOARD'S REPORT TO THE MEMBERS, The Board of Directors have pleasure in presenting the 28th Annual Report on the business and operations of your Company, along with the audited financial statements for the financial year ended March 31, 2016. FINANCIAL PERFORMANCE The gross revenue including other income during the year was more or less the same as that of previous year. Revenue from the Telecommunication business decreased by about 19% and the revenue from IT-Networking (Enterprise network) business grew by about 10% as compared to last year. DIVIDEND Your Directors recommend a dividend of Rs.2.50 per equity share, of the face value of Rs.10/-each, to be appropriated from the profits of the financial year ended March 31, 2016, subject to the approval by the shareholders at the ensuing Annual General Meeting. During the financial year ended March 31, 2016, unclaimed dividend amount of Rs. 132,948/- pertaining to dividend declared for the year 2008 was transferred to the Investor Education and Protection Fund. TRANSFER TO RESERVES During the year no amount has been transferred to the General Reserve. An amount of Rs.2807.51 lakhs is proposed to be retained in the Statement of Profit and Loss on Standalone basis. STRATEGY AND OPERATIONS The economic environment continued to improve, where Enterprise network market growth continues to improve compared to Telecom sector which grapple with fewer orders, lower price realization and reduced profitability. Pressure on profitability continues due to greater competition at the market. Your Company foresee growth in both Enterprise and telecom industry to grow in the next few years. The market overall is expected to improve in the medium term driven by demand in Infrastructure projects, Defense sector, E-commerce, Hospitality, IT/ITES & Government projects. Your Company do see growth in Fiber Business over copper due to large infrastructure corridors, national fiber optic network, digital India & smart city initiatives. Your Company should be able to favorably participate once the market activities picks up. With the acquisition of the Broadband Network Solutions Business Unit of TE Connectivity Limited by Comm Scope, your company has now become part of CommScope. Consequently your Company continued to focus on successful integration with the new company and growing revenues with profitability. Apart from outsourcing a major portion of manufacturing operations, the Company continued to look at other ways of cost reduction and be cost competitive in the market. As you are aware the Company continues to operate from smaller location which fits into overall operational requirement and continue to rent the company's own facility, which has yielded better results as expected and expect the same in the years to follow. DIRECTORS Mr. Joydeep Nag and Mr.Arun Kakatkar resigned as Directors of the Company with effect from August 29, 2015. Your Directors place on record their appreciation for the guidance and contribution provided by Mr. Joydeep Nag and Mr.Arun Kakatkar during their tenure with the Company. DECLARATION BY INDEPENDENT DIRECTORS The Company has received declarations from all the Independent Directors of the company, confirming that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013. BOARD MEETINGS Nine Board meetings were held during the year 2015-16 on May 11, 2015, June 12, 2015, July 17, 2015, August 14, 2015, August 28, 2015, November 03, 2015, January 22, 2016, March 08, 2016 and March 28, 2016. The details of meetings held by various Committees of the Board are given in the Corporate Governance Report. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134(3) (C) of the Companies Act, 2013, the Directors based on the information and representations received from the Company Management confirm that: a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed with no material departures; b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ; c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; d. The Directors had prepared the Annual Accounts on a 'going concern' basis; e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and have been operating effectively; and f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. DIRECTORS APPOINTMENT AND REMUNERATION Considering the requirements of the skill-sets on the Board, persons having professional expertise in their individual capacity as independent professionals and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee for appointment of new Directors on the Board. The Non-Executive Directors appointed on the Board are paid sitting fees for attending the Board and Board Committee Meetings. No other remuneration or commission is paid to the Non-Executive Directors. The remuneration paid to the Managing Director is governed by the relevant provisions of the Companies Act, 2013, rules of the Company and Shareholders' approval. AUDITORS AND AUDITORS' REPORT At the 26th Annual General Meeting of the Company held on August 08, 2014 M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company were re-appointed as the Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the fifth consecutive Annual General Meeting. In terms of section 139 of the Companies Act, 2013 and the Rules made thereunder this appointment is subject to ratification by members at every annual general meeting. M/s. Deloitte Haskins & Sells have confirmed their eligibility for re-appointment and offer themselves for re-appointment. The Board of Directors based on the recommendation of the Audit Committee proposes the re-appointment of M/s. Deloitte Haskins & Sells as the Statutory Auditors of the Company. The Auditors' observation read with Notes to Financial Statements are self-explanatory and do not call for any further explanation or comments under Section 134(f) of the Companies Act, 2013. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT Pursuant to the provisions of section 204 of the Companies, 2013 and the Rules made thereunder, M/s.V.Sreedharan and Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors to conduct a secretarial audit of the Company's Secretarial and related records for the financial year 2015-16. The Secretarial Auditors' Report for the financial year ended March 31, 2016 is annexed to this Report as Annexure 1. No adverse comments have been made in the said report. CORPORATE SOCIAL RESPONSIBILITY Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has spent an amount of Rs.750,000/-towards various CSR Programs undertaken by the Company during the year. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure 2. CORPORATE GOVERNANCE Your Company has always practiced sound corporate governance and has complied with various provisions of corporate governance. As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Management Discussion and Analysis, Corporate Governance Report and the Statutory Auditors' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report. WEBSITE OF THE COMPANY The Company maintains a website www.adckcl.com where information related to the Company are provided. FIXED DEPOSITS During the year, the Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date. LISTING The equity shares of the Company are listed with Bombay Stock Exchange Limited. There are no arrears on account of payment of listing fees to them. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION A. Conservation of Energy The following energy conservation measures were implemented during the year: • Optimum usage of Natural ventilations and CFL lamps in the factory premises. • Continuation of good maintenance practices. • Rain water harvesting at the factory premises and use of water collected for cleaning activities. This has resulted in reduction in water consumption by around 10%. • Change of Air Compressor from 18KW to 3.5KW resulting in reduced power consumption. B. Technology Your Company did introduce new products such as Fiber & Copper patch Lock system, which helps customer to look at additional level of physical security in critical connectivity requirements & also continued its work on supporting high density fiber requirements for co-locations with better manageability features. Your Company did introduce Outdoor environment enclosures / Cable assemblies products to support the Security & Surveillance market & continued its focus on Standard-Compliant product portfolio to increase its geographical reach. C. Research and Development • Installation of Chequer plates at material movement locations. • Environmental Occupation Health and Safety (EOHS) awareness training for sub-contractor employees. FOREIGN EXCHANGE EARNINGS AND OUTFLOW During the year your Company has earned Foreign Exchange of Rs.16,422,099/- and the Foreign Exchange outflow was Rs.3,825,462/-. EXTRACT OF ANNUAL RETURN As required under the provisions of section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Companies ( Management and Administration) Rules, 2014 an extract of the annual return for the year ended March 31, 2016 is annexed to this report as Annexure 3. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Disclosures pursuant to the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure 4 and forms part of the Board's Report. Disclosures pursuant to the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure 5 and forms part of the Board's Report. WHISTLE BLOWER MECHANISM The Company has established a mechanism called "Vigil Mechanism Policy" for employees, directors and others who are associated with the Company to report to management instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The Policy provides adequate safeguards against victimization of employees/directors who avail the mechanism. The Vigil Mechanism also cover the Whistle Blower mechanism aspect as stipulated under clause 49 of the Listing Agreement The Company affirms that no person has been denied access to the Audit Committee in this respect. The policy has been communicated to all employees by displaying the same on the Company's website. SUBSIDIARY / ASSOCIATES / JOINT VENTURE COMPANIES The Company does not have any Subsidiary/ Associate/Joint Venture Company. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013 The Company has implemented a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. The Company is committed to creating a safe and healthy working environment. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and Sexual Harassment. The Company has a zero tolerance approach to any form of Sexual Harassment. The policy has been displayed in the Company's website. RELATED PARTY TRANSACTIONS The Related Party Transaction Policy for determining the materiality of related party transactions and also on the dealings with related parties has been displayed in the Company's website. All transactions with related parties during the year were in the ordinary course of business and at arm's length. There are no related party transactions that may have potential conflict with the interest of the Company at large. The details of related party transactions are disclosed in Note No.24 to financial statements forming part of the accounts. RISK MANAGEMENT The Company has formed a Risk Management Committee and the constitution and terms of reference of this Committee are set out in detail in the Corporate Governance Report. The details of risks faced by the Company and its mitigation process was discussed by the Risk Management Committee at its meeting held on January 22,2016 and the same was also reviewed by the Board of Directors at its meeting a held on the same day. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY Your Directors to the best of their ability have laid down internal financial controls to be followed by the Company, which they believe are adequate keeping in view the size and nature of Company's business. Adequate financial procedures are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. This ensures the quality and reliability of financial data, financial statements and financial reporting. Your Company's internal financial controls are deployed through an internally evolved framework that address material risks in your Company's operations and financial reporting objectives, through a combination of entity level controls and process controls (both manual and automated), information technology based controls, period end financial reporting and closing controls and through internal audit. The Audit Committee of the Board reviews the adequacy of internal financial controls on an ongoing basis to identify opportunities for improvement in the existing systems to further strengthen the internal control environment in your Company. ANNUAL EVALUATION PERFORMANCE OF BOARD'S The Company's Policy and process for evaluation lays down a structured questionnaire (a set of positive assertions) to be used in the evaluation of the entire Board of the Company, Board Sub-Committees and Individual Directors including the Independent Directors. This Policy has been displayed in the Company's website www.adckcl.com Using the parameters mentioned in the policy and process, all the evaluations has been carried out during the year. The Board Members had submitted their response on a scale of 0 to 3 for evaluating the entire Board, Board Committees and of their peer Board Members, including the Chairman of the Board. The Directors expressed their overall satisfaction with the evaluation process. LOANS, GUARANTEES OR INVESTMENTS The Company has not given any loan or guarantee nor has made any investment during the financial year 2015-16 attracting the provisions of section 186 of the Companies Act, 2013. MATERIAL CHANGES AND COMMITMENTS There have not been any material changes and commitments affecting the financial position of the Company between the financial year ended March 31, 2015 and the date of the Directors Report. ACKNOWLEDGEMENTS Your Directors thank the customers, channel partners, distributors, vendors and bankers for the support and co-operation given by them during the year. Your Directors also wish to place on record their sincere appreciation for the committed services by all employees during the year as well as for the advice received from the Promoters of the Company. For and on behalf of the Board of Directors S.Devarajan Chairman J.N.Mylaraiah Managing Director Place: Bangalore Date: May 25, 2016 |