Cadsys (India) Ltd
Directors Reports
To,
The Members,
Cadsys (India) Limited
Dear Members,
Your Directors are pleased to present the 26th Annual Report of your Company on the
business and operations of the company together with the Audited financial Statements for
the financial year ended on March 31, 2018, and the Auditors' Report thereon. The
Company's financial performance for the year under review are given hereunder:
DISCLOSURES AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:
FINANCIAL HIGHLIGHTS
(Amount in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
For the financial year ended 2017-18 |
For the financial year ended 2016-17 |
For the financial year ended 2017-18 |
For the financial year ended 2016-17 |
| Total Revenue |
3,280 |
2,833 |
4,554 |
4,363 |
| Total Expenses |
2,805 |
2,439 |
3,667 |
3,146 |
| Finance Cost |
161 |
128 |
193 |
157 |
| Depreciation |
115 |
247 |
377 |
317 |
| Profit before Tax |
475 |
394 |
887 |
1,216 |
| Current Tax |
151 |
181 |
168 |
(181) |
| Deferred Tax |
(29) |
(54) |
(16) |
61 |
| Profit after Tax |
353 |
268 |
739 |
1,094 |
| Earnings per share (Basic & Diluted) |
5.47 |
4.96 |
11.46 |
20.26 |
FINANCIAL PERFORMANCE
During the year under review, your Company has performed well and made a total
standalone revenue from operations of Rs. 3,280 lakhs as against Rs. 2,833 lakhs in
previous year. Profit after tax (PAT) has gone up by Rs. 353 lakhs as against Rs. 268
lakhs in previous year. Your Directors are continuously making effort for the future
growth and expansion of the Company by exploring possible avenues in the market. Further,
during the year under review, there were no changes in the Nature of Business of the
Company.
EXPORTS
The exports of the Company continue to be a major chunk of
revenue accounting for a volume of Rs. 2,133 lakhs representing 65.03% of the total
revenue of Rs. 3,280 lakhs during the year under review.
TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013
For the financial year ended on March 31, 2018, the Company has not transferred any
amount to Reserves.
DIVIDEND
Your Board of Directors has recommended a Final Dividend for the Financial Year ended
on March 31, 2018, at the rate of 10% (Ten per cent) i.e. C1.00 (Rupee One Only) per
Equity Share having Face Value of C10/- (Rupees Ten Only) each, subject to approval of the
Members at the ensuing 26th (Twenty Sixth) Annual General Meeting (AGM) of the Company.
The Dividend will be paid to the Shareholders whose names appear in the Register of
Members of the Company as on the Record Date.
TRANSFER OF UNPAID & UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
Pursuant to the provisions of the Companies Act, 2013, read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends along
with underlying equity shares which remained unpaid or unclaimed for a period of seven
years are supposed to be transferred to IEPF. Presently, there being no amount which are
required to be transferred to IEPF by the Company, as there is no unpaid/unclaimed
dividend pending.
LISTING OF EQUITY SHARES ON THE SME PLATFORM OF NATIONAL STOCK EXCHANGE - NSE EMERGE:
During the year under review, your Company has listed its Equity shares on the SME
platform of National Stock Exchange - NSE EMERGE and the listing approval from the NSE was
received on October 03, 2017. The Scrip symbol of the Company is "CADSYS". The
Equity shares of the Company were made available for trading w.e.f October 04, 2017. Your
Company sincerely believes in consistent growth year by year and listing of equity shares
is one such big accomplishment.
The Issue comprises of 21,00,000 Equity Shares of face value of Rs. 10/- (Rupees Ten
only) each including share premium of Rs. 60/- (Rupees Sixty Only) per equity share, for
cash at a price of Rs. 70/- (Rupees Seventy Only) per equity share ("Issue
Price"), aggregating up to Rs. 1,470 Lakhs.
The Company intended to utilize the net proceeds of the Issue towards the following
purposes:
• Repayment of Loan
• General Corporate Purposes
PRE AND POST ISSUE EQUITY SHARE SHARE CAPITAL
During the year under review, authorized share capital of the Company was increased
from C365 lakhs to Rs. 850 lakhs. Further, your Company has raised money(ies) from public
through initial public offer (IPO) by listing its Equity shares on the SME platform of
National Stock Exchange - NSE EMERGE. The Issue comprises of 21,00,000 Equity Shares of
face value of Rs. 10/- (Rupees Ten only) each including share premium of Rs. 60/- (Rupees
Sixty Only) per equity share, for cash at a price of Rs. 70/- (Rupees Seventy Only) per
equity share ("Issue Price"), aggregating up to Rs. 1,470 Lakhs.
Accordingly, the paid-up Equity share capital of your Company as on March 31, 2018 was
Rs. 750.25 lakhs. Further, during the year under review, the Company has not issued any
shares with differential voting rights nor granted stock options or sweat equity shares.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return in Form No. MGT-9, pursuant to provisions of Sections 92
(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management & Administration) Rules, 2014 forms part of this report as "Annexure
-I".
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The Board represents an optimum mix of professionalism, knowledge and experience. The
Company's policy is to maintain optimum combination of Executive, Non-Executive Directors
and Independent Directors.
| Sr. No. |
Particulars |
Details of Equity shares |
| 1. |
No. of Equity Shares before Issue |
54,02,500 |
| 2. |
No of Equity Shares after Issue |
75,02,500 |
Following were the Directors and Key Managerial Personnel of the Company as on March
31, 2018.
| Sr. No |
Name of the Directors |
Designation |
DIN/PAN |
| 1. |
Nallani Chakravarthi Padmaja |
Whole-Time Director and Chief Finance Officer |
01173673 |
| 2. |
Nallani Chakravarthi Venkata Rangacharya |
Managing Director |
01231778 |
| 3. |
Nallani Chakravarthi Madhavi |
Non-Executive Director |
01199595 |
| 4. |
Sri Padarajan Nagarajan |
Non-Executive Director |
05262644 |
| 5. |
Nandachary Mudumbi |
Independent & Non -Executive Director |
02714333 |
| 6. |
Sai Sridhar Sangineni |
Independent & Non-Executive Director |
03274134 |
| 7. |
Babladi Shailaja |
Company Secretary and Compliance Officer |
ARXPB4192L |
Changes during the Financial Year ended March 31, 2018:
I) Appointment of Director/KMP
During the year under review, your Company has appointed Mr. Nandachary Mudumbi &
Mr. Sai Sridhar Sangineni as Independent Directors on the Board of the Company w.e.f April
01, 2017 pursuant to provisions of Section 149 (6) read with Schedule IV of the Companies
Act, 2013 and rules made thereunder. The Company has also received declarations from the
Independent Directors confirming that they meet the criteria of independence as laid down
under Section 149 (6) of the Companies Act 2013 and SEBI (LODR) Regulations, 2015.
Your Company has appointed Mrs. Nallani Chakravarthi Padmaja as Chief Financial Officer
(CFO) and Mrs. Babladi Shailaja as Company Secretary & Compliance Officer of the
Company w.e.f July 03, 2017, pursuant to the provisions of Section 203 of Companies Act,
2013 and rules made thereunder.
II) Resignation
During the year under review, Mr. Chandra Sekhar, ceased to be a Director from the
Board of Directors of the Company w.e.f April 01, 2017. Board place on record the valuable
services rendered by Mr. Chandra Sekhar during his tenure as a Director of the Company and
express its deep sense of appreciation and gratitude for the same.
III) Retire by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr. Sripadarajan
Nagarajan, Director of the company retires by rotation at the ensuing AGM of the Company
and being eligible, offers himself for re-appointment. The brief profile of the Director
is presented in this Annual Report.
COMPOSITION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY & ITS
MEETINGS:
During the year under review, the Board has constituted various committees as required
under the provisions of Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The provisions of
Companies Act, 2013 read with Secretarial Standard - 1 issued by the Institute of Company
Secretaries of India (ICSI) and SEBI (LODR) Regulations, 2015 were adhered while
conducting Committee Meetings. The details of various committees constituted by the Board
are covered hereunder:
I) AUDIT COMMITTEE:
Audit Committee was constituted to monitor, oversee and provide effective supervision
of the management's financial reporting process with a view to ensuring accurate, timely
and
Composition of Audit Committee:
proper disclosure and transparency, integrity and quality of financial reporting. The
Committee adheres to the compliance with the applicable provisions under the Companies
Act, 2013 and rules made thereunder. The committee policy is available on the website, at http://www.cadsystech.com/investor/
.
| Sr. No. |
Name of the Directors |
Designation in the Committee |
| 1. |
Nandachary Mudumbi |
Chairman |
| 2. |
Nallani Chakravarthi Venkata Rangacharya |
Member |
| 3. |
Sai Sridhar Sangineni |
Member |
Details of Audit Committee Meetings:
The Audit Committee met 05 times during the year under review on May 15, 2017, July 03,
2017, July 28, 2017, August 17, 2017 and January 22, 2018. The necessary quorum was
present for all the meetings held during such year. The details of attendance of each
Member at the Audit Committee meetings held during the year are as under:
| Sr. |
Name of the Directors |
Number wise meetings attendance |
No. of Meetings Attended |
| No |
|
1 |
2 |
3 |
4 |
5 |
|
| 1. |
Nallani Chakravarthi Venkata Rangacharya |
a |
x |
a |
a |
x |
3 |
| 2. |
Nandachary Mudumbi |
a |
a |
a |
a |
a |
5 |
| 3. |
Sai Sridhar Sangineni |
a |
a |
a |
a |
a |
5 |
II) NOMINATION AND REMUNERATION COMMITTEE:
The Committee was constituted to screen and review individuals qualified to serve as
executive directors, non-executive directors and independent directors, consistent with
criteria approved by the Board, and to recommend, for approval by the Board, nominees for
election at the General Meeting. The Committee also designs, benchmarks and continuously
reviews the compensation program for the Board and senior management against the
achievement of measurable performance goals. The Committee adheres to the compliance with
the provisions of Section 178 of the Companies Act, 2013 and rules made thereunder. The
committee also regularly review from time to time the policy for selection and appointment
of Directors, Key Managerial Personnel and senior management employees and their
remuneration. The committee policy is available on our website, at http://www.cadsystech.com/investor/
.
Composition of Nomination and Remuneration Committee:
| Sr. No. |
Name of the Directors |
Designation in the Committee |
| 1. |
Sai Sridhar Sangineni |
Chairman |
| 2. |
Nandachary Mudumbi |
Member |
| 3. |
Sripadarajan Nagarajan |
Member |
Details of Nomination & Remuneration Committee Meetings:
The Nomination & Remuneration Committee met 02 times during the year under review
on May 15, 2017 and July 03, 2017. The necessary quorum was present for both the meetings.
The details of attendance of each Member at the Nomination & Remuneration Committee
meetings held during the year are as under:
| Sr. No. |
Name of the Directors |
Number wise meetings attendance |
No. of Meetings Attended |
|
|
|
1 |
2 |
|
| 1. |
Sai Sridhar Sangineni |
a |
a |
2 |
| 2. |
Nandachary Mudumbi |
a |
a |
2 |
| 3. |
Sripadarajan Nagarajan |
a |
a |
2 |
III) STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee was constituted to review matters related to
grievances of Shareholders and Investors. The committee primarily focuses on review of
investor complaints, its redressal and queries received from investors i.e. transfer of
shares, issue of duplicate share certificates, non-receipt of annual reports,
Dematerialization/ Re-materialization etc. and also reviews the reports presented by the
Share Transfer Agents of the Company. The Committee adheres to the compliance with the
applicable provisions of Companies Act, 2013 and rules made thereunder.
Composition of the Committee:
| Sr. No. |
Name of the Directors |
Designation in the Committee |
| 1. |
Nallani Chakravarthi Madhavi |
Chairperson |
| 2. |
Nallani Chakravarthi Padmaja |
Member |
| 3. |
Nallani Chakravarthi Venkata Rangacharya |
Member |
Details of Stakeholders' Relationship Committee Meetings:
Stakeholders' Relationship Committee met 1 time during the year under review i.e., on
January 22, 2018. The details of attendance of each member at the Stakeholders'
Relationship Committee meeting held during the year are as under:
| Sr. No |
Name of the Directors |
Number wise meetings attendance |
No. of Meetings Attended |
| 1. |
Nallani Chakravarthi Madhavi |
a |
1 |
| 2. |
Nallani Chakravarthi Padmaja |
a |
1 |
| 3. |
Nallani Chakravarthi Venkata Rangacharya |
x |
0 |
IV) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Composition: The Corporate Social Responsibility Committee (CSR) of the Board of
Directors meets the criteria laid down under Section 135 of the Companies Act, 2013 and
Rules made therein. It consists of the following members:
| Sr. No. |
Name of the Directors |
Designation in the Committee |
| 1. |
Nallani Chakravarthi Venkata Rangacharya |
Chairman |
| 2. |
Nallani Chakravarthi Padmaja |
Member |
| 3. |
Sai Sridhar Sangineni |
Member |
Details of CSR Meetings:
CSR Committee met 02 times during the year under review on May 15, 2017 and January 22,
2018. The details of attendance of each Member at the CSR meetings held during the year
are as under:
| Sr. |
Name of the Directors |
Number wise meetings attendance |
No. of Meetings Attended |
|
| No. |
|
1 |
2 |
|
| 1. |
Nallani Chakravarthi Venkata Rangacharya |
a |
x |
1 |
| 2. |
Nallani Chakravarthi Padmaja |
a |
a |
2 |
| 3. |
Sai Sridhar Sangineni |
a |
a |
2 |
BOARD MEETINGS:
The provisions of Companies Act, 2013 read with Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and SEBI (LODR) Regulations, 2015 were
adhered while conducting Board Meetings. The details of the Board Meetings are covered
hereunder:
Board Meetings attendance of Directors during the Financial year 2017-18.
During the FY 2017-18, the Board of Directors met 10 times on April 01, 2017, April 30,
2017, May 15, 2017, July 03, 2017, July 24, 2017, July 29, 2017, August 17, 2017,
September 12, 2017 September 29, 2017 and January 22, 2018.
| Sr. |
Name of the Directors |
Number wise meetings attendance |
No. of Board Meetings Attended |
| No. |
|
1 |
2 |
3 |
4 |
5 |
6 |
7 |
8 |
9 |
10 |
|
| 1. |
Nallani Chakravarthi Venkata Rangacharya |
x |
a |
a |
x |
a |
a |
a |
a |
a |
a |
08 |
| 2. |
Nallani Chakravarthi Padmaja |
a |
a |
a |
a |
a |
a |
a |
a |
x |
a |
09 |
| 3. |
Nallani Chakravarthi Madhavi |
a |
a |
a |
a |
a |
a |
a |
a |
a |
a |
10 |
| 4. |
Sripadarajan Nagarajan |
a |
a |
a |
a |
a |
a |
a |
a |
a |
a |
10 |
| 5. |
Nandachary Mudumbi |
x |
a |
a |
a |
a |
a |
a |
a |
a |
a |
09 |
| 6. |
Sai Sridhar Sangineni |
x |
a |
a |
a |
a |
a |
a |
a |
a |
a |
09 |
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board of Directors of the Company has framed a policy on the appointment and
remuneration to Directors and senior management personnel. The objective of the policy is
to formulate the criteria for determining qualifications, competencies, positive
attributes and recommend to the Board policies relating to the remuneration of Directors,
Key Managerial Personnel and Senior Management personnel. The details of remuneration paid
during the Financial Year ended March 31, 2018 are mentioned under the Form No. MGT - 9
which is forming part of this Board's Report.
PERFORMANCE EVALUATION OF THE BOARD:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual Directors pursuant to the provisions of the Companies Act,
2013 and rules made thereunder.
The performance of the Board and the committees was evaluated by the Board, after
seeking inputs from all the Directors and the members of the committees, on the basis of
the criteria such as the composition and structure, effectiveness of board and committee
processes, information and functioning, etc. The Board and the Nomination and Remuneration
Committee reviewed the performance of the individual Directors on the basis of the
criteria such as the contribution of the individual Director to the Board and Committee
Meetings.
Separate meeting of Independent Directors was held to evaluate the performance of
non-independent Directors, performance of the board as a whole taking into account the
views of Executive Directors and Non-Executive Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
i) For the preparation of the annual financial statements for the year ended March 31,
2018, the applicable accounting standards have been adopted and followed;
ii) the applicable accounting policies are applied consistently to make judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs and profit of the company as at the end of the financial year under review;
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;
iv) The Directors have prepared the annual accounts on a "going concern
basis";
v) Proper internal financial controls were in place and followed by the Company and
that such internal financial controls are adequate for effective operations; and
vi) Proper systems are devised by the Company to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
A. Conservation of energy:
| (i) |
the steps taken or impact on conservation of energy |
Efforts are made towards minimizing wastage in all areas of operations of the Company. |
| (ii) |
the steps taken by the company for utilizing alternate sources of energy |
|
| (iii) |
the capital investment on energy conservation equipment's |
No additional investment was made for reduction in consumption of energy. |
B. Technology absorption:
During the year under review there has been no transaction of technology absorption.
C. Foreign Exchange earnings and outgo:
| Particulars |
Financial Year |
Financial Year |
|
2017-18 |
2016-17 |
| Foreign Exchange Earnings (C In Lakhs) |
C 2,133 |
C 2,414 |
| Foreign Exchange Outgo (C In Lakhs) |
C 10 |
C 19 |
iii) Proper and sufficient care has been taken for the
CONSOLIDATED FINANCIAL STATEMENTS OF SUBSIDIARIES
As on March 31, 2018 your Company has following subsidiaries.
| Sr. No. |
Name of the Company |
Percentage of Holding |
| 1. |
Apex Engineers (India) Private Limited |
80% |
| 2. |
Apex Advanced Technology LLC, USA |
100% |
| 3. |
Cadsys Technologies LLC, USA |
97.56% |
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement
containing salient features of financial statements of subsidiary companies in Form No.
AOC-1 forms part of Board's Report as "Annexure - II".
COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES/JOINT VENTURES AND ASSOCIATE
COMPANIES
There are no other companies which have become or ceased to be its subsidiaries/joint
venture/associate companies during the year.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. The Particulars of
contracts or arrangements with related parties referred to in sub-section (1) of section
188 in the prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134
of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this
report as "Annexure III"
All related party transactions are placed before the Audit Committee before the Board
for approval. The Board of Directors of the company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the company and its
related parties, in compliance with the applicable provisions of the Companies Act, 2013,
the Rules framed thereunder. Policy for related party transactions has been uploaded on
the website of the company. http://www . cadsystech.com/investor/.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has invested a sum of Rs. 2,022 lakhs in following companies as at 31
March, 2018 for its business purpose. Apart from the investment, the Company did not give
any Loans, or
provided Guarantees or any security during the year under the provisions of Section 186
of the Companies Act, 2013.
DEPOSITS
The Company has not accepted any public deposits and as such no amount on account of
principal or interest on public deposits was outstanding as on March 31, 2018.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 (12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part of this report as "Annexure IV". Further, the Company
has no employee drawing remuneration exceeding the limits prescribed under Section 197
(12) of Companies Act, 2013 read with SubRule 2 of Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
RISK MANAGEMENT
Risk management is the process of identification, assessment, and prioritization, of
risk followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/ or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid a comprehensive risk assessments and minimization
procedure which is reviewed by the audit committee and approved by Board.
VIGIL MECHANISM
In accordance with the provisions of Section 177 of the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015, the Company has formulated a vigil mechanism to address the
instances of fraud and mismanagement, if any. The policy
can also be accessed on the Company's website. - http://www .
cadsystech.com/investor/.
MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year under review as stipulated
under Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015 is presented in a separate
section forming part of this Annual Report.
CORPORATE GOVERNANCE:
The Company is listed on SME Platform of National Stock Exchange of India Limited- NSE
EMERGE under Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009. Further, as per Regulation 15 (2) (b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the compliances with respect to corporate
governance disclosures are not applicable. However, your Company strives to incorporate
the appropriate standards for corporate governance in the interest of the stakeholders of
the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments affecting the financial position of the
Company which has occurred between the end of the financial year and the date of the
Directors' report.
COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to uphold and maintain the dignity of woman employees and
Company has in place a policy as required under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Your company has constituted Internal
Complaints Committee as required under the said Act to oversee the complaints, if any.
Your Directors further state that during the year under review, there were no cases filed
pursuant to said Act. A copy of the policy can also be accessed on the Company's website http://www
. cadsystech.com/investor/.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted Corporate Social Responsibility Committee in compliance
with the provisions of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has
formulated a Corporate Social Responsibility
Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR
policy may be accessed on the Company's website http://www.cadsystech.com/investor/ . The
Annual Report on Corporate Social Responsibility (CSR) activities of the Company forms
part of this Report as "Annexure - V".
ORDERS, IF ANY, PASSED BY REGULATORS OR COURTS OR TRIBUNALS
During the year under review, there are no significant material orders passed by the
regulators or Courts or Tribunals which can adversely impact the going concern status of
the Company and its operations in future.
INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY
Your Company is committed to constantly improve the effectiveness of internal financial
controls and processes for efficient conduct of its business operations and ensuring
security to its assets and timely preparation of reliable financial information. In the
opinion of the Board, the internal financial control system of the Company commensurate
with the size, scale and complexity of business operations of the Company. Further, the
internal financial controls with reference to the Financial Statements are adequate in the
opinion of the Board of Directors and were operating effectively.
The Company has a proper system of internal controls to ensure that all assets are
safeguarded and protected against loss from unauthorized use or disposition and that
transactions are authorized, recorded and reported correctly.
The internal control is supplemented by an extensive programme of internal, external
audits and periodic review by the Management. This system is designed to adequately ensure
that financial and other records are reliable for preparing financial information and
other data and for maintaining accountability of assets.
AUDITORS
Statutory Auditors:
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules
framed thereunder, the Company in its 23rd Annual General Meeting (AGM) has appointed
Narven & Associates, Peer reviewed Chartered Accountants (Firm registration No.
005905S), as statutory auditors of the Company, from the conclusion of the 23rd Annual
General Meeting till the conclusion of the 28th Annual general Meeting to be held in
the year 2020 subject to ratification by members at every AGM held during such period.
Accordingly, the Board of Directors of the Company recommends the ratification of
appointment of M/s Narven & Associates, Chartered Accountants as Statutory Auditors of
the Company. The Members are requested to approve the resolution No. 4 seeking
ratification of appointment of auditors.
Internal Auditors:
M/s. A.V. Ratnam & Co. (M. No. 003028S), Chartered Accountants, were appointed
during the year under review to perform the duties of internal auditors of the company and
their reports are reviewed by the audit committee from time to time.
Secretarial Auditors:
ACKNOWLEDGEMENTS
Your Directors wish to place on record their gratitude to Shareholders for the
confidence reposed by them and thank all the shareholders, customers, bankers, dealers,
suppliers and other business associates for their contribution to your Company's growth.
Your directors also wish to place on record their appreciation for the contribution made
by the employees at all levels without whom the growth of the company is unattainable.
Your Directors also thank the Central/State Government, for their support. Your directors
seek and look forward for the same support in future.
For and on behalf of Board of Directors CADSYS (INDIA) LIMITED
sd/-
N.C.V. Rangacharya Managing Director DIN:01231778