Dear Members,
The Directors have pleasure in presenting the 36th Annual Report and the Audited
Financial Statements for the financial year ended March 31,2024.
FINANCIAL SUMMARY
(Amounts in INR Lakhs)
Particulars |
Year ended March 31, 2024 |
Year ended March 31, 2023 |
Revenue from operations |
17,874.04 |
14,291.25 |
Other Income |
193.45 |
109.99 |
Total Income |
18,067.49 |
14,401.24 |
Profit before Depreciation and Tax |
2,795.96 |
1,125.90 |
Depreciation |
21.30 |
20.99 |
Profit before Tax |
2,774.66 |
1,104.91 |
Tax Expense |
706.13 |
287.42 |
Profit after Tax |
2,068.53 |
817.49 |
Other Comprehensive Income |
3.20 |
0.34 |
Total Comprehensive Income |
2,071.73 |
817.83 |
PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS
Your Company had another year of strong operational and financial performance. Overall
revenue from operations was INR 17,874 lakhs, higher by 25% over the previous year's
revenue of INR 14,291 lakhs. During the year, the Telecommunication business grew by 647%
and IT-Networking (Enterprise network) business grew by 9.6% over that of the previous
year. For the full year, the Company's profit before tax was INR 2,774.66 lakhs as
compared to INR 1,104.91 lakhs in the previous year. Profit after tax for the financial
year was INR 2,068.53 lakhs as compared to INR 817.49 lakhs in the previous year. The
growth in revenue in the Telecommunication business was on account of exports and growth
in revenue in the IT-Networking business was on account of volume and product mix. In the
financial year, the Company had recorded an additional provision of INR 726.36 lakhs
towards outstanding dues from one of its large customers who is undergoing stressful
liquidity conditions. National Company Law Tribunal (NCLT) has admitted this customer to
the Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code, 2016 pursuant to a claim filed by one
of its financial creditors. The Company has submitted its claim to the Insolvency
Professional appointed by the NCLT in this matter.
DIVIDEND
The Board of Directors, at its meeting held on May 29, 2024, has recommended a dividend
of INR 5/- (50%) per equity share and one-time special dividend of INR 25/- (250%) per
equity share of face value of INR 10/- each for the financial year ended March 31, 2024.
The payment of the dividend is subject to the approval of the shareholders at the ensuing
Annual General Meeting (AGM) of the Company. The dividend, if approved by the
shareholders, would involve a cash outflow of INR.1,380.00 lakhs.
As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be
taxable in the hands of the shareholders. The Company shall, accordingly, make payment of
the dividend after deduction of tax at source.
TRANSFER TO RESERVES
No amount is proposed to be transferred to the General Reserve for the financial year
ended March 31,2024.
SHARE CAPITAL
The paid-up share capital of the Company as on March 31, 2024, is INR 46,000,000
divided into 4,600,000 Equity Shares of INR 10 each fully paid up. During the year, there
was no change in share capital of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or provided any guarantee or made investment within
the meaning of section 186 of the Companies Act, 2013 (the Act) during the
year under review.
BUSINESS AND OPERATIONS
During the year, your Company emerged strongly with economic activity showing positive
signs. ADC team demonstrated exceptional resilience in dealing with times, where your
Company delivered highest revenue & growth.
Our Strong performance is on the back of meticulous
execution over the years, as reflected in the combination of growth and profitability,
which has led to building a strong debt-free & liquid balance sheet. Our key focus
continues to ensure a sustainable & profitable financial position as our stake holders
expect us to deliver long-term growth riding on a solid strategy and prudent business
decisions with a steady backup plan.
With uncertainties in the world, it is not something that any of us would claim to
predict the lingering impact of global economic scenarios with supply chain disruptions,
rising interest rates accompanied with increase in costs of commodities & volatility
is a real confrontation with complexity & challenges in front of your Company. At the
same time, tremendous Opportunities lies before your Company with growth in Data Centre
business & Broadband connectivity requirements which gives great optimism about the
future that holds for your company by responding strategically by being a more valuable
partner to our clients than ever before. Your company Board and Risk Management Committee
has always looked at worst case scenarios of challenging times and built a portion of the
strong financials by making the right decision which is sustainable and consistent over
years.
Infrastructure Sector is a crucial pillar of economy, by supporting the functioning of
almost all other economic sectors and hence strengthening of a Country's infrastructure
framework has a multiplier effect on the economy advancement. Rapid economic development
requires the best of the communication connectivity platform, where your company supports
the Structured Cabling Platform solution with its best of the products. A Digital Nation
needs digital infrastructure. As India moves towards 5 trillion- dollar economy,
connectivity would play an important and critical role. The investments committed both by
Government & Private Players towards infrastructure growth would improve the overall
business sentiment and investments in next few Quarters/years. Market is expected to
improve driven by investments in Infrastructure projects, Data Centre's requirement,
Pharma, Healthcare, Education, Banking & Finance, Defense sector, E-commerce,
Manufacturing, where your Company will be able to favorably participate in the areas of
its strength within each opportunity as the market evolves.
With all Opportunities that exists; your Company do see inflationary pressure
accelerating with steep increase in prices across commodities and raw materials like
copper, stainless steel, plastics and many more items; towards which your company has been
adjusting prices consistently across certain
products and/or product lines. While the demand outlook is strong, your Company remain
vigilant in order to be agile and evolve proper approach with the changing dynamics, with
continued focus on growing revenues and profitability with new products introduction and
by realigning cost structure by looking at ways of cost reduction to be competitive in the
marketplace.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations), the Management Discussion and Analysis for the year under review is
set out in a separate section and forms an integral part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act, Ms. Yaman Roy (DIN:07341809) retires by
rotation at the 36th Annual General Meeting of the Company, and being eligible, offers
herself for re-appointment. A brief profile of Ms. Yaman Roy as required under Regulation
36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings is
provided in the Notice convening the 36th Annual General Meeting of the Company.
Following are the changes in composition of the Board of Directors and Key Managerial
Personnel of the Company during the year:
The Board of Directors at their meeting held on June 16, 2023, based on the
recommendations of the Nomination and Remuneration Committee, approved the appointment of
Mr. Rakesh Kishore Bhanushali (DIN:07220290) as an Additional and Non-Executive and
NonIndependent Director of the Company with effect from June 17, 2023.
The Board of Directors at their meeting
held on February 10, 2024, based on the recommendations of the Nomination and
Remuneration Committee, approved the appointment of Mr. Nagendra Venkaswamy (DIN:02404533)
as an Additional and Independent Director of the Company for a period of five years with
effect from February 10, 2024.
The Board of Directors at their meeting
held on February 10, 2024, based on the recommendations of the Nomination and
Remuneration Committee, approved the re-appointment of Mr. J.N. Mylaraiah (DIN:06675260)
as the Managing Director of the
Company for a further period of five years with effect from April 01,2024.
The Board of Directors at their meeting held on March 15, 2024, based on the
recommendations of the Nomination and Remuneration Committee, approved the appointment of
Mr. Harish Hassan Visweswara (DIN:08742808) as an Additional and Independent Director of
the Company for a period of five years with effect from March 15, 2024.
The brief profiles of Mr. Rakesh Kishore Bhanushali, Mr. Nagendra Venkaswamy and Mr.
Harish Hassan Visweswara is available on the website of the Company at
https://www.adckcl.com/in/en/ aboutus/investorrelations/board-of-directors.htm.
The appointment of Mr. Rakesh Kishore Bhanushali as a Non-Executive and Non-Independent
Director of the Company was subsequently approved by the shareholders of the Company at
the 35th Annual General Meeting of the Company held on July 31,2023.
The appointment of Mr. Nagendra Venkaswamy and Mr. Harish Hassan Visweswara as the
Independent Directors of the Company and the re-appointment of Mr. J.N. Mylaraiah as the
Managing Director of the Company for the term as mentioned above was subsequently approved
by the shareholders of the Company with the requisite majority by way of postal ballot via
remote e-voting on April 23, 2024.
Mr. S. Devarajan (DIN:00878956) ceased to be an Independent Director of the
Company with effect from the close of business hours on March 31, 2024, upon completion of
his second term of appointment as an Independent Director. He was the Chairman of the
Board and the Company.
Ms. Revathy Ashok (DIN:00057539) ceased to be an Independent Director of the
Company with effect from the close of business hours on March 31,2024, upon completion of
her second term of appointment as an Independent Director.
The Board places on record its appreciation for the guidance, support and advice given
by Mr. S. Devarajan and Ms. Revathy Ashok during their tenure as Independent Directors on
the Board of the Company
Mr. Rakesh Kishore Bhanushali resigned as the Chief Financial Officer of the Company
with effect from the close of business hours on June 16, 2023.
The Board of Directors at their meeting held on June 16, 2023, based on the
recommendations of the Audit Committee and the Nomination and Remuneration Committee,
approved the appointment Mr. Anandu
Vithal Nayak as the Chief Financial Officer of the Company with effect from June 17,
2023.
The Board of Directors at their meeting held on March 15, 2024, appointed Mr. Nagendra
Venkaswamy (DIN:02404533), Independent Director, as the Chairman of the Board and the
Company with effect from April 1, 2024, in place of Mr. S. Devarajan (DIN:00878956) who
ceased to be the Independent Director and the Chairman of the Board and the Company with
effect from the close of business hours on March 31,2024, upon completion of his term.
Mr. J.N. Mylaraiah, Managing Director; Mr. Anandu Vithal Nayak, Chief Financial Officer
and Mr. R. Ganesh, Company Secretary are the Key Managerial Personnel of the Company as on
the date of this Report.
During the financial year, none of the Directors and Key Managerial Personnel of the
Company had any pecuniary relationship or transactions with the Company.
INDEPENDENT DIRECTORS
All the Independent Directors of the company have submitted the requisite declarations
stating that they meet the criteria of independence as prescribed under Section 149(6) of
the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations and there has been no
change in the circumstances affecting their status as Independent Directors of the
Company. The Board reviewed and assessed the veracity of the aforesaid declarations, as
required under Regulation 25(9) of the SEBI Listing Regulations. In the opinion of the
Board, all the Independent Directors fulfill the said conditions as mentioned in Section
149(6) of the Act and the SEBI Listing Regulations and are independent of the Management.
All the Independent Directors have confirmed compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to
registration of their name in the data bank of Independent Directors maintained by the
Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent
Directors possess the necessary integrity, experience and expertise required to fulfill
their duties as Independent Directors.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, 6 (six) meetings of the Board of Directors were held. The
details of the meetings of the Board of Directors of the Company held and attended by the
Directors during the financial year 2023-24 are given in the Corporate Governance Report
forming part of this Annual Report. The intervening gap between any two Board meetings did
not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations.
COMMITTEES OF BOARD
As on March 31,2024, the Board of Directors has the following Committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
The details of the Committees of the Board along with their terms of reference,
composition, number of meetings and attendance at the meetings are provided in the
Corporate Governance Report forming part of this Annual Report.
During the year under review, all recommendations of the Committees of the Board have
been accepted by the Board of Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sections 134(3) and 134(5) of the Act, the Board of
Directors, based on the information and explanations obtained by them, to the best of
their knowledge and belief confirm that:
a. i n the preparation of the annual accounts for the financial year ended March
31,2024, the applicable accounting standards have been followed and there are no material
departures;
b. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as on March 31, 2024, and of the profits of the
Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. t he annual accounts have been prepared on a going concern basis;
e. they have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Considering the requirements of the skill sets on the Board, persons having
professional expertise in their individual capacity as independent professionals and who
can effectively contribute to the 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 Independent Directors appointed to the Board are paid sitting
fees for attending the Board and Committee Meetings. No other remuneration or commission
is paid to the Non-Executive Independent Directors. NonExecutive Non-Independent Directors
are neither paid any sitting fees nor paid any commission. The remuneration paid to the
Managing Director is governed by the relevant provisions of the Act and Members approval.
Executive Compensation Policy Guidelines is available on the website of the Company at
https://www.adckcl.com/in/en/aboutus/ policies.html.
BOARD EVALUATION
The Company's Policy and Process on evaluation of the Board lays down a structured
questionnaire to be used in the performance evaluation of the Board, its committees and
Directors. This Policy is available on the website of the Company at https://www.adckcl.
com/in/en/aboutus/policies.html.
Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the
Board of Directors has carried out an annual evaluation of its own performance, Board
Committees and individual Directors using the structured questionnaire.
The criteria for performance evaluation of the Board included aspects relevant to the
functioning of the Board such as Board composition and structure, setting business
strategy and annual business plan, effectiveness of Board processes, information,
functioning etc. The criteria for performance evaluation of the Board Committees included
aspects such as composition and structure of Committees, effectiveness of Committee
meetings, functioning of Committees etc. The performance of individual Directors was
evaluated based on parameters such as participation, commitment, knowledge etc. In the
evaluation of the Directors, the director being evaluated did not participate.
The results of the performance evaluation of the Board and its Committees and
individual directors indicated a high degree of satisfaction among the Directors.
CORPORATE GOVERNANCE REPORT AND CERTIFICATE
As required under Regulation 34 (3) read with Schedule V (C) of the SEBI Listing
Regulations, a report on Corporate Governance and the certificate as required under
Schedule V (E) of the SEBI Listing Regulations from the Statutory Auditors of the Company,
regarding compliance of conditions of Corporate Governance forms part of this Annual
Report.
VIGIL MECHANISM
The Company has established a Vigil Mechanism for Directors and Employees pursuant to
section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, to report
their concerns about unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct. The mechanism provides adequate safeguards against
victimization of Director(s) and Employee(s) who avail themselves of the mechanism and
also provides for direct access to the Chairperson of the Audit Committee in appropriate
and exceptional cases. It is affirmed that no person has been denied access to the Audit
Committee. The Vigil Mechanism Policy is available on the website of the Company at
https://www.adckcl.com/in/en/ aboutus/policies.html.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance towards any form of sexual harassment at the workplace.
The Company believes that all individuals have the right to be treated with dignity and
strives to create a workplace which is free of gender bias and sexual harassment. As per
the requirement of the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH) and Rules framed thereunder, the
Company has in place a policy on Prevention of Sexual Harassment at Workplace (POSH). The
Company is committed to providing a safe and conducive work environment for all its
employees. An internal committee has also been set up to redress complaints received
regarding sexual harassment. The policy is available on the website of the Company at
https://www.adckcl.com/ in/en/aboutus/policies.html. During the financial year under
review, the Company did not receive any complaint of alleged sexual harassment.
RISK MANAGEMENT FRAMEWORK
The Company has put in place a Risk Mitigation Processes to identify, assess and
mitigate the risks to Company's business. The Company has a Risk Management Committee. The
constitution and terms of reference of this Committee are provided in the report on
Corporate Governance. The Risk
Management Committee at its meeting held on March 15, 2024, discussed and reviewed the
risk mitigation processes adopted by the Management to address various risks to the
Company's business.
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on materiality of related party transactions and on
dealing with related party transactions. This Policy is available on the website of the
Company at https://www.adckcl. com/in/en/aboutus/policies.html.
As a part of the Company's annual budget process, before the beginning of a financial
year, details of all the transactions proposed to be executed with related parties,
including the nature of transactions, estimated amount of transactions to be executed etc.
are presented to the Audit Committee for its consideration and approval. Omnibus approval
is also taken from the Audit Committee for related party transactions proposed to be
entered into by the Company. The details of said transactions are also placed before the
Board of Directors for their approval. Further approval is sought during the year for any
new transaction/modification to the previously approved limits. In terms of Regulation
23(4) of the SEBI Listing Regulations, approval of the shareholders is taken for all
material related party transactions.
All related party transactions are placed before the Audit Committee for its review and
approval on a quarterly basis.
There are no materially significant related party transactions entered into by the
Company with Promoters, Directors or Key Managerial Personnel of the Company which may
have potential conflict with the interest of the Company at large.
All transactions entered by the Company with related parties during the year under
review were in the ordinary course of the business and on an arm's length basis in terms
of the provisions of the Act. Further, the Company did not enter into any contracts,
arrangements or transactions during the year under review that fall under the scope of
Section 188(1) of the Act.
The details of the related party transactions as per Ind AS-24 on Related Party
Disclosures are set out in Note No.34 to the financial statements of the Company.
Pursuant to the provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, the prescribed Form AOC-2 is appended as Annexure A to
the Board's Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has in place adequate internal financial controls commensurate with the
size and scale of the Company's operations. 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.
The 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.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, SRBC & CO LLP, Chartered Accountants (Firm Registration Number
324982E/E300003) were appointed as Statutory Auditors of the Company for a term of 5
(five) years to hold office from the conclusion of 34th Annual General Meeting of the
Company i.e., from the conclusion of 34th Annual General Meeting held on July 29, 2022
until the conclusion of 39th Annual General Meeting to be held in 2027.
The Auditor's Report for the financial year 202324 does not contain any qualification,
reservation, adverse remark or disclaimer. The Auditor's Report is enclosed with the
Financial Statements in this Annual Report.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed V Sreedharan
and Associates, Company Secretaries to undertake the Secretarial Audit of the Company for
the financial year ended March 31, 2024. The Secretarial Audit Report for the financial
year ended March 31, 2024, as required under Section 204 of the Act and Regulation 24A of
the SEBI Listing Regulations is appended as Annexure B to the Boards' Report.
The Secretarial Audit Report for the financial year ended March 31, 2024 does not
contain any qualification, reservation, adverse remark or disclaimer.
The Annual Secretarial Compliance Report for the financial year ended March 31, 2024
shall be submitted to BSE Limited, where the shares of the Company are listed, within the
stipulated time.
REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditors and the Secretarial Auditors have
not reported any instances of fraud committed in the company by its Officers or Employees
to the Audit Committee and/or Board of Directors under section 143(12) of the Act.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India on Meetings of the Board
of Directors and General Meetings.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company's CSR initiatives and activities are aligned to the requirements of Section
135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014. A
brief outline of the CSR Policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year is appended as Annexure C to the Boards' Report
in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014.
The Company's strategic focus areas for its CSR activities are Education and Health.
The Company implements the CSR projects through implementing partners.
In terms of Section 135 of the Act and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company has during the financial year, spent INR 24.00 lakhs
towards CSR projects.
The Composition and the terms of reference of the CSR Committee are provided in the
Report on Corporate Governance. The CSR Policy is available on the website of the Company
at https://www.adckcl.com/in/en/aboutus/policies.html.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy
The Company is committed towards conservation of energy. Towards this, the conventional
light fittings have been replaced by the LED fittings in the factory, resulting in
reduction in power consumption by about 10%.
B. Sustainability
The Company embraces sustainability as a fundamental business value and is building a
foundation for a more sustainable future. The Company is building the processes and
systems that will be necessary to ensure that the Company can meet not only regulatory
requirements but the goals of its customers. ADC India manufacturing facility are
certified to ISO 14001:2015 for environmental management systems and ISO 45001:2018 for
health and safety management systems.
The Company is also committed to the communities at large and is involved in many
education programs to combat the digital divide and extending learning opportunities to
people.
Delivering various sustainability actions and advancing network technology is not only
critical for the Company's business, but also for the society in which we inhabit.
C. Development Activities
During the year, the following developmental activities were carried out by the
Company:
Introduced Wire Mesh Basket System for Data Centre requirements.
Introduced new design fiber cable, high density panels and Fiber armored Cable
assemblies to suit customer applications.
Successfully transferred copper lines for Telecommunication - Voice Modules,
from Czech Republic, which has added a great value to our Export business.
D. Foreign exchange earnings and outgo
Foreign exchange earned comprises export revenue on an actual basis. Foreign exchange
outgo comprises import of goods and dividend payment on an actual basis.
PARTICULARS OF EMPLOYEES
The statement containing particulars in terms of Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is appended herewith as Annexure D to the Boards' Report.
The statement containing particulars in terms of Section 197(12) of the Act read with
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, forms part of the Boards' Report. However, considering the first proviso to
section 136(1) of the Act, the Report, excluding the aforesaid statement, is being sent to
the Members of the Company. In terms of Section 136 of the Act, the said statement is open
for inspection upon specific request made in writing to the Company by the Members. Any
Member interested in obtaining a copy of the same may write to the Company Secretary at
support@adckcl.com.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary companies.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Act read with Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(IEPF Rules), the declared dividends which remains unpaid or unclaimed for a
period of 7 (seven years) from the date of their transfer to the Unpaid Dividend Account
of the Company are required to be transferred by the Company to the Investor Education and
Protection Fund (IEPF) established by the Central Government. Further,
pursuant to the provisions of Section 124(6) of the Act read with the IEPF Rules, the
shares on which dividend has not been paid or claimed for 7 (seven) consecutive years or
more shall be transferred to the IEPF Authority.
Total foreign exchanged earned and outgo are as follows:
(Amounts in INR Lakhs)
|
2023-24 |
2022-23 |
a. Foreign Exchange earned in terms of actual inflows |
2,400.33 |
80.18 |
b. Foreign Exchange outgo in terms of actual outflows |
3,490.60 |
1,545.27 |
During the year ended March 31, 2024, the Company has transferred unpaid and unclaimed
dividends of INR. 112,438 for the financial year 2015-16 and 1741 corresponding equity
shares on which dividends remained unclaimed for 7 (seven) consecutive years to the IEPF
Authority as per the requirement of the Act and the IEPF Rules.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Annual Return of the
Company is available on the website of the Company at https://
www.adckcl.com/in/en/aboutus/investorrelations/
annual-reports-and-returns.htm.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE
END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
There have been no material changes or commitments affecting the financial position of
the Company which have occurred between the end of the financial year to which the
Financial Statements relate and the date of this Report.
DEPOSITS
The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from the public was outstanding as on the
date of the Balance Sheet.
COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business
activities carried out by the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status of the Company and its future operations.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
There were no proceedings, either filed by the Company or against the Company, pending
under the Insolvency and Bankruptcy Code, 2016.
OTHER DISCLOSURES
No disclosure or reporting is made with respect to the following matters, as there were
no transactions / events on these items during the financial year:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
c. Raising funds through preferential allotment or qualified institutions placement.
d. There has been no change in the nature of business of the Company.
e. There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENTS
The Directors thank the Company's parent company, customers, business partners,
members, vendors, bankers and employees at all levels for their support and co-operation
to the Company and look forward to continuance of their support and Co-operation.
For and on behalf of the Board of Directors
Nagendra Venkaswamy |
J.N.Mylaraiah |
Chairman |
Managing Director |
DIN:02404533 |
DIN:06675260 |
Place : Bangalore Date : May 29, 2024