BOARD'S REPORT
Dear Members,
Your Directors are pleased to present the 38th Annual Report on the operations of your
Company together along with Annual Audited Financial Statements for the year ended March
31,2023. The financial highlights of the Company for FY 2022-23 are given below:
FINANCIAL RESULTS
The highlights of the standalone financial results of your Company along with previous
year's figures are as under:
|
|
(INR In Lacs) |
| Particulars |
Year ended March 31, 2023 |
Year ended March 31,2022 |
| Income |
|
|
| Revenue from Operations |
16006.73 |
10006.43 |
| Financial Charges |
318.57 |
224.67 |
| Depreciation |
241.44 |
182.29 |
| Profit/(Loss) before Tax |
807.54 |
135.07 |
| Tax Expense |
564.62 |
49.69 |
| Profit/(Loss) after tax |
564.62 |
85.38 |
The Financial Statements have been prepared in accordance with the Indian Accounting
Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015
(as amended from time to time).
Overview and state of company's affairs
During the year under review, the total Sales of your Company were INR 16006.73 Lacs as
against INR 10006.43 Lacs for the previous year. The Net Profit for the year was INR
564.62 Lacs as compared to Net Profit INR 85.38 Lacs during previous year.
The sales for the FY23 is increased by 59.97% as compared to the previous FY22. The
Revenue CAGR of Calcom over the last 5 years is 45.1% and for last 2 years is 66.6%.
The EBITDA %age is increased by 57.66% as compared to the previous FY22.
During the year under review, there has been no change in the nature of business of the
Company.
Detailed information on the operations of the business of the Company are covered in
the Management Discussion and Analysis Report, which forms part of the Annual Report.
Share capital
During the year under review, the Company allotted 1,20,730 Equity Shares of Rs. 10-/
each pursuant to exercise of Employee Stock Options by eligible employees under Calcom
Vision Employees Stock Option Plan-2018 ("ESOP PLAN").
Consequently, the Paid up, Issued and Subscribed Share Capital of your Company was
increased from Rs. 12,67,10,720 at the beginning of the FY to Rs.12,79,18,020 at the end
of the FY.
Further, during the period under review, your Company has not bought back any of its
securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has
not issued shares with Differential Voting rights and there has been no change in the
voting rights of the shareholders.
On June 21,2023, the Preferential Allotment of 5,52,117 Equity Shares to the persons
belonging to Non-Promoter Category and Preferential Allotment of 3,98,087 Fully
Convertible Warrants to the persons belonging to Promoter & Promoter Group and
Non-Promoter Category.
Employee stock option plan
The Company implemented the Employees Stock Option Scheme ("ESOP Scheme") in
accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, read with
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB Regulations") as a measure to reward and motivate
employees as also to attract and retain talent.
The objective of the said ESOPs is to enhance employee motivation, enable employees to
participate, directly or indirectly, in the long-term growth and success of your Company.
Also, such tools act as a retention mechanism by enabling employee participation in the
business as its active member.
Disclosures on details of options granted, shares allotted upon exercise, etc. as
required under the Securities and Exchange Board of India (Share Based Employee Benefits
and sweat equity) Regulations, 2021 are set out in Annexure XI to this Report.
Further, details of options granted and exercised are included in the notes to accounts
forming part of financial statement.
The Secretarial Auditor of your Company, M/s Akash Verma & Associates, Practicing
Company Secretary, COP No. 22065 have certified that the Employee Stock Option Plan of the
Company has been implemented in accordance with the applicable SEBI Regulations and the
resolution passed by the Members in this regard. A certificate to this effect shall also
be placed before the members at the ensuing Annual General Meeting.
Dividend
The Company has not declared any dividend during the Financial Year 2022-23.
Transfer to reserves
Details with regard to amount transferred to reserves are provided in the Notes to
Financial Statements forming part of this Annual Report.
Investor Education and Protection Fund
During the year under review, your Company was not required to transfer any funds to
Investor Education and Protection Fund (IEPF).
Deposits
During the year under review, your Company has not accepted any deposits from the
public under Section 73 and 76 of the Act and rules made there under.
Particulars of loans, guarantees or investments
During the financial year ended March 31,2023, the Company has not given any loans,
provided any guarantees / securities or made investments that are covered under the
provisions of Section 186 of the Act.
Related party transactions
As per the requirements of the Act and SEBI Listing Regulations, your Company has
formulated a Policy on Related Party Transactions which is also available on the Company's
Website http://www.calcomindia.com/.
All related party transactions are placed before the Audit Committee and also the Board
for approval, as per applicable provisions of law. Prior omnibus approval of the Audit
Committee is obtained as per SEBI Listing Regulations for the transactions which are
foreseen and are repetitive in nature.
There were no materially significant transactions with related parties (i.e.
transactions exceeding 10% of the annual consolidated turnover) during the year as per the
last audited financial statements. Accordingly, the disclosure of transactions entered
into with related parties pursuant to the provisions of Section 188(1) of the Companies
Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is
applicable.
For details on Related Party Transactions, you may refer Notes to financial statements
forming part of the Annual Report.
Material changes affecting financial position
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the Financial Year of your Company to
which the Financial Statements relate and the date of Board Report.
Directors and key managerial personnel who were appointed/ Re-appointed or have
resigned during the year
During the year under review, the following changes in the Board composition/Key
Managerial Personnel have taken place:
Mr. Ajay Kumar Singhal (DIN: 00112899) resigned from the Board from the closure of
business hours on February 6, 2023, due to some personal reasons and on account of several
other responsibilities and professional commitments.
Mr. Akhauri Rajesh Sinha (DIN: 03566720), who was as an Additional Director of the
Company in capacity of Non-Executive & Independent Director with effect from October
1, 2022 for a term of 5 (five) consecutive years, was appointed as Non-executive and
Independent Director by the Members of the Company through the postal ballot on December
31,2022.
On June 1,2023 the Board of Directors of the Company subject to the approval of
Shareholders, approved change in designation of Mr. Akhauri Rajesh Sinha from
Non-Executive Independent Director to Non-Executive Vice Chairman (as non-independent
director).
Apart from the above, there were no other appointment and resignations of directors
and/or Key Managerial Personnel of the Company.
Key managerial personnel ("KMPs")
Pursuant to the provisions of Section 203 of the Act, as on March 31, 2023, Mr. Sushil
Kumar Malik -Chairman & Managing Director, Mr. Abhishek Malik- Whole-time Director,
Mr. Pramod Kumar - Chief Financial Officer and Ms. Aayushi Jindal - Company Secretary
& Compliance Officer are the Key Managerial Personnel ("KMP") of the
Company, pursuant to the provisions of the Companies Act, 2013.
There was no change in the KMPs of the Company during the period under review.
Directors liable to retire by rotation
In accordance with the provisions of the Act, not less than 2/3rd (two-thirds) of the
total number of Directors (other than Independent Directors) shall be liable to retire by
rotation. Accordingly, pursuant to the Act read with Articles of Association of your
Company, Mr. Sushil Kumar Malik (DIN:00085715) is liable to retire by rotation and, being
eligible, offers himself for re-appointment.
Statement of declaration by independent directors
In terms of Section 149(6) of the Act and Regulation 16 & 25 of SEBI Regulations,
the following four Non- Executive Directors were categorized as Independent Directors of
the Company as on March 31,2023:
a) Dr. Om Prakash Sood (DIN: 06954639)
b) Mr. Sunder Hemrajani (DIN: 01935048)
c) Mr. Ashok Kumar Sinha (DIN: 08812305)
d) Mrs. Parvathy Venkatesh (DIN: 00414603) and
e) Mr. Akhauri Rajesh Sinha (DIN:03566720)
The Company has received requisite declaration of independence from all the
above-mentioned Independent Directors in terms of the Act and SEBI Regulations, confirming
that they continue to meet the criteria of independence. Further, in pursuance of Rule 6
of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all
Independent Directors of the Company have confirmed their registration with the Indian
Institute of Corporate Affairs (IICA) database.
Board of directors, its committees and meetings there of
As of the date of this report, the Board of Directors of the Company comprises of 7
(Seven) members with 2 (Two) Executive Directors and 5 (Five) Non-Executive Directors out
of which 4 (four) are independent.
Mr. Sushil Kumar Malik (DIN: 00085715) Chairman & Managing Director, Mr. Abhishek
Malik (DIN:00085220) Whole-time Director of the Company are Executive Directors and Mr.
Akhauri Rajesh Sinha (DIN: 03566720) Non-Executive Vice Chairman of the Company.
Dr. Om Prakash Sood (DIN: 06954639) Non-executive Independent Director, Mr. Sunder
Hemrajani (DIN: 01935048) Non-executive Independent Director, Mr. Ashok Kumar Sinha (DIN:
08812305) Non-executive
Independent Director and Mrs. Parvathy Venkatesh (DIN: 00414603) Non-executive
Independent
Director.
Further, in terms of Section 152 of the Act and the Articles of Association of the
Company, Mr. Sushil Kumar Malik (DIN: 00085715) is liable to retire by rotation at the
ensuing Annual General Meeting. Mr. Sushil Kumar Malik being eligible has offered himself
for re-appointment at the ensuing Annual General Meeting. Brief profile of Mr. Sushil
Kumar Malik is annexed to the Notice convening the Annual General Meeting.
Committees
The Company has the following committees which have been established as a part of the
best corporate governance practices and are in compliance with the requirements of the
relevant provisions of applicable laws and statutes. A detailed note on the same is
provided under the Corporate Governance Report forming part of this Annual Report.
1. Audit Committee
The Audit Committee met 4 (four) times during the financial year 2022-23, viz. on May
30, 2022, August 13, 2022, October 20, 2022 and February 14, 2023. The Committee, as on
March 31, 2023, comprised of Dr. Om Prakash Sood (Chairman), Mr. Akhauri Rajesh Sinha, Mr.
Sunder Hemrajani, Mrs. Parvathy Venkatesh and Mr. Ashok Kumar Sinha.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee met 6 (Six) times during the financial year
2022-23, viz. on April 7, 2022, June 18, 2022, August 13, 2022, October 7, 2022, October
28, 2022 and February 14, 2023. The Committee, as on March 31, 2023, comprised of Mr.
Sunder Hemrajani (Chairman), Dr. Om Prakash Sood, Mr Ashok Kumar Sinha, Mr. Akhauri Rajesh
Sinha and Mr. Sushil Kumar Malik.
3. Stakeholders' Relationship Committee:
The Committee met once during the financial year 2022-23, viz. on February 14, 2023.
The Committee, as on March 31, 2023, comprised of Mr. Om Prakash Sood (Chairman), Mr.
Sunder Hemrajani and Mr. Sushil Kumar Malik
4. Independent Directors' meeting:
The Board of Directors of the Company comprised of five Independent Directors as on
March 31, 2023 viz. Dr. Om Prakash Sood, Mr. Sunder Hemrajani, Mrs. Parvathy Venkatesh,
Mr. Akhauri Rajesh Sinha and Mr. Ashok Kumar Sinha. The Independent Directors had a
separate meeting on February 14, 2023 which was chaired by Mr. Ashok Kumar Sinha. The
meeting was conducted to evaluate the:
(a) Performance of non-independent Directors and the Board as a whole;
(b) Performance of the Chairperson of the Company, taking into account the views of
Executive Directors and Non-Executive Directors; and
(c) Quality, content and timeliness of the flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
Familiarization programme for the independent directors
In compliance with the requirements of the SEBI Listing Regulations, your Company has
put in place a familiarization programme for the Independent Directors to familiarize them
with their roles, rights and responsibility as Directors, working of the Company, nature
of the industry in which the Company operates, business model etc. The details of the
familiarization programme are explained in the Corporate Governance Report.
Performance evaluation of the board
As per the requirements of the Act and SEBI Listing Regulations, a formal Annual
Evaluation process has been carried out for evaluating the performance of the Board, the
Committees of the Board and the Individual Directors including Chairman.
The performance evaluation was carried out by obtaining feedback from all Directors
through a confidential online survey mechanism through Diligent, a secured electronic
medium through which the Company interfaces with its Directors.
The directors were also provided an option to participate through physical mode. The
outcome of this performance evaluation was placed before the
Nomination and Remuneration Committee and Independent Directors' Committee and the
Board in their respective meetings for the consideration of the Board/ Committee members.
The review concluded by affirming that the Board as a whole as well as its Chairman,
all of its members, individually and the Committees of the Board continued to display a
commitment to good governance by ensuring a constant improvement of processes and
procedures and contributed their best in the overall growth of the organization.
Vigil mechanism / whistle blower policy
Your Company has established a vigil mechanism through which directors, employees and
business associates may report unethical behaviour, malpractices, wrongful conduct, fraud,
violation of Company's code of conduct, leak or suspected leak of unpublished price
sensitive information without fear of reprisal.
The directors, employees, business associates have direct access to the Chairman of the
Audit committee. The details of vigil mechanism have been shared in the "Corporate
Governance Report".
Management discussion and analysis
The Management Discussion and Analysis Report for the year under review as stipulated
under SEBI Listing Regulations with the Stock Exchanges in India is presented in a
separate section forming part of this Annual Report.
Risk management policy
The Company has formulated a risk management policy and has in place a mechanism to
inform the Board about risk assessment and minimisation procedures along with a periodical
review to ensure that executive management controls risk by means of a properly designed
framework.
Adequacy of internal control system and compliance with laws
Your Company has an adequate and effective system of internal controls commensurate
with the nature of its business and the size and complexity of its operations The
Company's internal control mechanism aims to safeguard its assets as well as authorise
record and report all transactions correctly and on time. These control processes
facilitate in safeguarding the organisation's assets, preventing and detecting frauds and
errors, ensuring accurate and complete accounting and timely preparation of reliable
financial information.
The control mechanism ensures that the manual and automated processes for transaction
approval and recording are adequately and effectively reviewed. It ensures compliance with
various policies, practices and statutes in keeping with the organisation's growth and
business complexity.
Controls concerning authorization to SAP are reviewed periodically, and are initiated
towards function based User access, supported by Governance Risk and Controls module of
SAP. Further actions are initiated to effectively utilize the evolving SAP solution around
Process Controls and continued monitoring through automations and exception management.
Your Company is in constant endeavour towards IT enablement in all key processes. Major
controls under Credit policy, Customer/Vendor management, Procurement,
Scheme settlements, E-invoicing/waybill, etc. are embedded within SAP, assuring
accuracy.
Every quarter, the Audit Committee of the Board is presented with key concerns and the
actions taken by your Company on concern areas. Also, the Audit Committee, provide its
observation, suggestions and recommendations.
Annual Return
As required under Section 134(3)(a) of the Act, the Annual Return for the financial
year 2022-23, is placed on the Company's website.
Auditors & Auditors' Report
Statutory Auditors- M/s Suresh Chandra & Associates (Firm registration number:
001359N) were appointed as Statutory Auditors of your Company at the Annual General
Meeting held on 29th September, 2018, for a term of five consecutive years.
The Independent Auditors Report given by the Auditors on the financial statement of
your Company forms part of this Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report.
M/s Suresh Chandra & Associates are proposed to be re-appointed as the Statutory
Auditors of the Company for a term of five consecutive years, who shall hold office from
the conclusion of this 38th Annual General Meeting till the conclusion of the
43rd Annual General Meeting
Secretarial Auditors- Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of your Company at its meeting held on August 13, 2022 had appointed M/s Akash
Verma & Associates, Practicing Company Secretaries to undertake the Secretarial Audit
of the Company for the Financial Year 2022-23 and onwards.
The Secretarial Audit Report is annexed herewith as Annexure III
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
Your Company complies with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and notified by the Ministry of Corporate Affairs.
Internal Auditors- The Company follows a robust Internal Audit process and audits
are conducted on a regular basis, throughout the year.
Conservation of energy, technology absorption, foreign exchange earning and outgo
As required under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy,
technology absorption and foreign exchange earnings and outgo is given in the prescribed
format as Annexure I to this Report.
Human resources
We differentiate ourselves through our people-centric approach and inculcate a culture
of transparency, inclusion, collaboration and excellence,. Our policies and practices are
aimed at providing a conducive work environment to meet the aspirations of our people,
while ensuring their safety and well-being.
Health and safety
We have always strived to maintain the health and safety of our employees and workers,
making it an utmost priority for the organisation. We have undertaken several initiatives
to prevent and reduce injuries at our plants, and ensuring safety for all.
Raising safety awareness
Targeted safety placards, posters and signboards are placed at strategic locations, to
raise awareness and to reinforce that safety is everyone's responsibility.
Talent development, engagement and retention
We carry out continuous employee training to upgrade skills and equip our people with
the latest technologies in the market. We regularly engage with our employees, with a
special focus on ensuring their well-being and retention.
We conducted training sessions for the skill development of our employees.
These sessions included trainings on functional/behavioural and technical topics, in
close coordination with our in-house experts. Knowledge-sharing sessions on innovative
technologies were also conducted.
Since 2019, we grant ESOP's to the employees as Wealth Creation Plan. We feel such
initiatives will strengthen our employees' engagement and ownership within the
organisation, syncing their career and life goals, with that of the organisation's.
Diversity and inclusion
Calcom is an equal opportunity employer. We have gender neutral remuneration policies.
The ratio of basic salary and remuneration of women to men is 1:1. 100% of our employees
are evaluated based on their qualification and performance.
We are able to attract and retain young talent through a combination of youth-friendly
policies and constant engagement with the leadership team.
Particulars of employees
Information in accordance with the provisions of Section 134(3)(q) and Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in
Annexure IV.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act 2013 Read with Rules
Your Company has always believed in providing a safe and harassment free workplace for
every women employee working with your Company. Your Company always endeavours to create
and provide an environment that is free from discrimination and harassment including
sexual harassment.
Your Company has a zero tolerance for sexual harassment at workplace and, therefore,
has in place a policy on prevention of sexual harassment at workplace. The said policy is
in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims at
prevention of harassment of women employees and lays down the guidelines for
identification, reporting and prevention of sexual harassment.
a. No. of complaints received: 0
b. No. of complaints disposed of: NA
c. No. of complaints pending: 0
Also, the Company had organised training programmes, from time to time, for its
employees and staff. The said training programmes and workshop were helpful in creating
necessary awareness and to encourage cooperative environment in the organisation.
Compliance with secretarial standards
During the year under review, your Company has complied with the provisions of
Secretarial Standards issued by the Institute of Company Secretaries of India
("ICSI") in consultation with Central Government which are mandatory to be
complied with by the Company.
Listing
The equity shares of your Company are listed on BSE Ltd. Your Company has paid the
Listing fee for Equity Shares to the BSE for F.Y. 2022-23 and F.Y. 2023-24.
Code of conduct
In Compliance with the Listing Regulations and Companies Act, 2013, the Company has
framed and adopted a Code of Conduct and Ethics ("the Code"). The Code is
applicable to the members of the Board, the executive officers and all employees of the
Company. The Code is available on the website, at http://www.calcomindia.com
All members of the Board, the executive officers and senior officers have affirmed
compliance to the Code as on March 31, 2023. The confirmation from the CEO & MD of the
Company regarding compliance with the Code of Conduct by all the Directors and Senior
Management is annexed as Annexure VII and forms part of this Report.
Prevention of insider trading
Pursuant to the requirements of the SEBI (Prohibition of Insider Trading) Regulations,
2015 as amended, the Company has adopted a Code of Conduct to Regulate, Monitor, and
Report Trading by Insiders for the prevention of insider trading, which is applicable to
all the Directors, Promoters, Key Managerial Personnel and designated employees/persons.
Corporate governance
Maintaining high standards of Corporate Governance has been fundamental to the business
of the Company since its inception. As per Regulation 34(3) read with Schedule V of the
SEBI Listing Regulations, a separate section on corporate governance practices followed by
the Company, together with the following declarations/certifications forms an integral
part of this Corporate Governance Reporting:
a. A declaration signed by Mr. Sushil Kumar Malik, Chairman and Managing Director,
stating that the members of board of directors and senior management personnel have
affirmed compliance with the Company's Code of Business Conduct and Ethics;
b. A compliance certificate from the Company's Secretarial Auditor confirming
compliance with the conditions of Corporate Governance;
c. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of
the Company; and
d. A certificate of the CEO and CFO of the Company, inter alia, confirming the
correctness of the financial statements and cash flow statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee.
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 Indian accounting
standards (Ind AS) 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 systems to ensure compliance with the provisions
of all applicable laws and that such system were adequate and operating effectively.
Significant and material orders passed by the regulators or courts
No significant material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations.
Material changes and commitments affecting financial position between the end of
financial year and date of the report
There have been no material changes and commitments, which affect the financial
position of the company, that have occurred between the end of the financial year to which
the financial statement relates and the date of report.
ACKNOWLEDGEMENT
Your Directors would like to place on record their appreciation of the contribution
made by its management and its employees who through their competence and commitment have
enabled the Company to achieve impressive growth. Your Directors acknowledge with thanks
the co-operation and assistance received from various agencies of the Central and State
Governments, Financial Institutions and Banks, Shareholders and all other business
associates.
| For and on Behalf of the |
|
| Board of Director |
|
| S.K. MALIK |
Place: Greater Noida |
| Chairman & Managing Director |
Date: August 10, 2023 |
| DIN:00085715 |
|
