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Commex Technology Ltd.

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2007

Director’s Report

Dear Members, The Directors have pleasure in presenting their Fifteenth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2015. 1. Financial Highlights (Standalone and Consolidated) The financial highlights of the year under review is as below: (Rs, in Lacs) Sr Standalone Consolidated No. Particulars 31.03.2015 31.03.2014 31.03.2015 31.03.2014 1. Income from operations - 2429.11 201.00 2443.76 2. Other Income 394.75 105.67 394.75 105.67 3. Net Total Income (1 2) 394.75 2534.77 595.75 2549.43 4. Employee Benefit Expenses 104.72 968.40 123.24 970.54 5. Other Expenses 101.71 1013.29 143.59 1021.52 6. EBIDTA 188.32 553.09 328.92 557.37 Less: Interest and Finance 7. 0.17 2.48 0.25 2.51 charges 8. Less: Depreciation 184.08 291.84 184.08 291.84 9. Profit before Tax (6-7-8) 4.07 258.77 144.59 263.03 10. Provision for Tax 2.58 52.09 2.58 52.09 Less: MAT Credit Entitlement - (25.07) - (25.07) Deferred Tax - 71.23 - 71.23 11. Net Profit after tax (9-10) 1.49 160.52 142.02 164.78 12. Extra Ordinary Items - - - - Net Profit/ (Loss) for period 13. 1.49 160.52 142.02 164.78 (11-12) 14. Less: Minority Interest - - - - Paid up Equity Share Capital 15. 3102.14 3102.14 3102.14 3102.14 (Face value 2/- per share) 16. Earnings Per Shares (Basic) 0.00 0.10 0.09 0.11 2. DIVIDEND: Your Directors is of the opinion that the company does not have sufficient profits to issue Dividend in the Current Year and therefore have not recommended any Dividend for the year under consideration. 3. AMOUNTTRANSFERREDTO RESERVES: The Board of the Company has proposed to retain INR 628.46 Lakhs in the profit and loss account and no amount is transferred to General reserves for the financial year 2014 - 2015. 4. BUSINESS OUTLOOK: Commix Technology Limited (COM M EX) has successfully capitalized and transformed itself from being a mere solution and service provider in the Information Technology domain. With a clear focus on business and technology, Commix has efficiently harnessed its decades of exposure in the IT space, the domain expertise developed and acquired by it through its various approach plans for inorganic growth. Your Company has successfully developed a state-of-the-art solution suite addressing markets in the country. Commix continues to invest in the research and development of cutting edge IT products for its various initiatives. The in-house technology bandwidth and the domain expertise are critical success factors for the various initiatives undertaken by the company. 5. PERFORMANCE REVIEW (CONSOLIDATED BASIS): On consolidated basis, revenue from operations decreased by 91.77% from IN R 2443.76 Lakhs to INR 201 Lakhs. Operating EBIDTA (Earnings Before Interest, Taxes, Depreciation and Amortization) decreased 40.77% from IN R 554.87 to IN R 328.67 Lakhs. Profit Before Tax (PBT) decreased by 45.03 % from INR 263.03 Lakhs to INR 144.59 Lakhs. Profit After Tax (PAT) decreased by 13.82% from IN R 164.78 Lakhs to IN R 142.01 Lakhs. 6. CHANGE IN NATURE OF BUSINESS, IF ANY: During the year under review, there was no change in the business carried on by the Company or its subsidiaries. 7. SUBSIDIARY AND ASSOCIATE COMPANIES: - As on 31st March, 2015 the company has the following subsidiaries/associate companies Subsidiary Companies: 1. M/s. IT Capital Services Pvt. Ltd. 2. M/s. Orient Information FZ-LLC-UAE Associate company: 1. M/s. Universal Commodity Exchange Limited - There has been no material change in the nature of the business of the subsidiaries and associate companies. - Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries and associate companies in Form AOC-1 is attached to the financial statements of the Company. 8. CHANGES IN SHARE CAPITAL: During the year under review, there was no change in the Authorized or Paid up Share Capital of the Company. 9. DIRECTORS'' RESPONSIBILITY STATEMENT: As required by Section 134 (5) of the Companies Act, 2013 the Directors hereby state that: a. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. the Directors 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 at 31st March, 2015 and profit for the year ended on that date; c. the Directors have 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 accounts have been prepared for the financial year ended 31st March, 2015 on a going concern basis; e. Internal Financial Controls to be followed by the Company have been laid down, and the said Internal Financial Controls are adequate and are operating effectively and; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively. 10. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1, 2014, Mr. Jayant Mitra (DIN: 008010211) and Mr. Yeshwant Divekar (DIN: 01574821) were appointed as independent directors at the annual general meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. Pursuant to the provisions of Section 149 of the Companies Act, 2013 of the Act Ms. Kavita Pawar (DIN: 02717275) was appointed as Woman Director/Additional Director of the Company. She is Commerce Graduate and have rich experience in the field of Finance. The resolution seeking approval of the Members for the appointment of Ms. Kavita Pawar have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about her. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Ms Kavita Pawar. Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1,2014, the appointment of Mr. Ajay Raut, Chief Financial Officer and Ms. Neha Rushi, Company Secretary as key managerial personnel of the Company were formalised. Ms. Sweta Khemka stepped down from the position of Company Secretary during the year and Board places on records its appreciation of the invaluable contribution and guidance provided by her. 11. DISCLOSURE OF PECUNIARY RELATIONSHIP: There was no pecuniary relationship or transactions of the non-executive directors vis-a vis the company during the year. Also, no payment, except sitting fees, was made to any of the non-executive directors of the Company. No convertible instruments are held by any of the non-executive directors of the Company. 12. STATEMENTON DECLARATION BYINDEPENDENTDIRECTOR: Mr. Jayant Dolatrai Mitra and Mr. Yeshwant Jaywant Divekar, Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 which were taken on record by the Board. 13. NUMBEROFMEETINGSOFTHE BOARD: During the financial year 2014-15, eight meetings of the Board of Directors were held. For details of the Board meetings please refer to the Corporate Governance forming part of the Board''s Report. 14. STATEMENTON ANNUAL EVALUATION OF BOARD, COMMITTEE AND ITS DIRECTORS: The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8(4) of The Companies (Accounts) Rules, 2014 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (SEBI) under Clause49 of the Listing Agreements (Clause49). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, transparency, adhering to good corporate governance practices etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (NRC) 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 like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, leadership quality, attitude, initiatives decision making, commitment, achievements etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors on 29th March, 2015, performance of non- independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non- executive directors. The meeting also assessed the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform its duties. 15. NOMINATION AND REMUNERATION POLICY: In terms of Section 178 (3) of the Companies Act, 2013 and Clause 49 IV of the listing agreement entered in to with the stock exchange, a policy on Nomination and Remuneration of Directors and Senior Management Employees including, inter alia, criteria for determining qualifications, positive attributes and independence of directors was formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at their respective meetings held on 14th November, 2014 The said policy is annexed as Annexure A to the Board''s Report. The said policy is also posted on the website of the Company www.commextechnology.com and its web link is: http://www.commextechnology.com/download/policy/ nomination_and_remuneration_pol icy_commex.pdf 16. INTERNAL FINANCIAL CONTROLS: The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. 17. AUDIT COMMITTEE: The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. 18. AUDITORS: Statutory auditors M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Secretarial Auditors SG & Associates, Practicing Company Secretaries from Mumbai was appointed to conduct the secretarial audit of the Company for the financial year 2014 - 2015, as required under Section 204 of the companies Act, 2013 and rules made there under. 19. SECRETARIAL AUDIT REPORT: In terms of Section 204 (1) of the Companies Act, 2013, a Secretarial Audit Report is annexed as Annexure B of the Directors'' Report. 20. EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION/ RESERVATION/ ADVERSE REMARK/ DISCLAIMER MADE IN AUDITORS'' REPORT AND SECRETARIAL AUDITORS'' REPORT: - The auditors'' have given a qualification on MAT Credit and on the same the Board of Directors of the Company would like to state that the Company was not able to pay tax for the year 2012-2013 and the Company is in process of reversing the MAT credit in the Current financial Year i.e. 2015-2016. - Secretarial auditors'' report does not contain any qualifications, reservations or adverse remarks. 21. RISK MANAGEMENT: The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. During the year, your Company has set up a new Risk Management Committee in accordance with the requirements of Listing Agreement to monitor the risks and their mitigating actions. During the year under review, no risk threatening the existence of the Company was identified. 22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: The particulars of loans, guarantees and investments have been disclosed in the financial statements. 23. TRANSACTIONS WITH RELATED PARTIES: None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure C in Form AOC-2 and the same forms part of this report. The Board of Directors of the Company had formulated a policy on related party transactions and materiality of Related Party Transactions on 14th November, 2014 in terms of Clause 49 of the listing agreement. The said policy is posted on the website of the Company, www.commextechnology.com and its web link is: - http://www.commextechnology.com/dovvnload/policy/ Policy for_determining_material_subsidiary_oUhe.pdf - http://www.commextechnology.com/download/ policy-on-related-Party-transaction-and-materiality-of-related-Party- transaction.pdf 24. CORPORATE SOCIAL RESPONSIBILITY: The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said policy is posted on the website of the Company, www.commextechnology.com and its web link is: http://www.commextechnology.com/download/ policy_on_corporate_social_responsibility.pdf 25. EXTRACT 0F ANNUAL RETURN: An extract of Annual Return in Form MGT 9 for the Financial Year 2014 - 2015 has been enclosed as Annexure E forming part of the Board''s Report. 26. PARTICULARS OF EMPLOYEES: The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: i. Employee of the Company employed throughout the financial year, who was in receipt of remuneration for that year which, in the aggregate, not less than rupees sixty lakhs: NIL ii. Employee of the Company employed for a part of the financial year, who was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month: NIL iii. Employee of the Company employed throughout the financial year or part thereof, who was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: NIL. Further Managing Director of the Company is not getting any commission from the Company or from any of its subsidiaries. iv. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: Non-executive Directors Ratio of Median remuneration Jayant Mitra 8.88 Yeshwant Divekar 8.88 v. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: - Neha Rushi, Company Secretary-N A - AjayRaut, Chief Financial Officer -NA vi. Percentage increase in the median remuneration of employees in the financial year: There was 18.74 % increase in the median remuneration of the employees for the reporting period. vii. Number of permanent employees on the rolls of company: 4 viii. The explanation on the relationship between average increase in remuneration and Company performance: On an average individual increments varied from 4% to 5%, based on individual performance. The increase in remuneration is in line with the market trends in India. ix. Comparison of the remuneration of the key managerial personnel against the performance of the Company: Aggregate remuneration of key managerial personnel 7.31 (KMP)inFY15(INRinLacs) Revenue (INR in Lacs) 0 Remuneration of KMPs (as % of revenue) 0 Profit before Tax (PBT) (INR in Lacs) 4.07 Remuneration of KMP (as % of PBT) (179.61%) x. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year: Particulars 31st March, 2015 31st March, 2014 % Change Market Capitalization (in Lakhs) 2016.39 22102.75 (90.89%) price Earnings Ratio 0 142.5 (100%) xi. Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: Initial public offer was in the year 2000 at INR 10 and face value of share was 10. Later in the year 2006 there was splitting of shares and the face value of the share was INR 2. Thus % change is calculated accordingly: Rate at which equity shares Particulars 31st March, 2015 were offered at Initial Public % Change Offer Market Price (BSE) 1.30 2 (35%) xii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 17 %. There was no increase in the managerial remuneration for the year. xiii. Comparison of each remuneration of the key managerial personnel against the performance of the Company: SwetaKhemka AjayRaut- NehaRushi- Mr, Company Chief Company Secretary Ketan Secretary Sheth Fincial (01/04/2014 to (w.e.f September, 0ffiCer 09/07/2014 2014) Remuneration in the Financial Year 2014 - 1 3.5 2.06 1.75 2015 (INR in Lakhs Revenue (INR in Lakhs) 0 Remuneration as % of 0 0 0 0 Revenue Profit before Tax(PBT) (INR in 4.07 Lakhs) Remuneration as % of PBT 0 85.99 50.61 42.99 PBT xiv. The key parameters for any variable component of remuneration availed by the directors: There are no variable components in remuneration to the Directors. xv. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None. xvi. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company. 27. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS: During the year under review, the Company has not issued any shares with differential voting rights. 28. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME: During the year under review, no option under ''Employee Stock Option Scheme'' was granted or vested to any employee or directors of the Company. 29. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES: During the year under review, the Company has not issued any Sweat Equity Shares. 30. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There have not been any material changes and commitment affecting the financial position of the Company during the financial year 2014-15. 31. DISCLOSURE REQUIREMENTS: - Pursuant to the provisions of Schedule IV to the Companies Act, 2013 (the Act) and Clause 49 of the Listing Agreement, Terms and Conditions for Appointment of Independent directors are posted on the website of the Company www.commextechnology.com and its web link is: http://www.comme)dech nology.com/download/polity/terms_ and_ condta - Details of the familiarization programmer of the Independent directors is posted on the website of the Companywww.commextechnology.com and its web link is: http://wvvw.commextechnology.com/download/polity/ familiarisation_programmejorjndependent_directors.pdf - Whistle Blower Policy/ Vigil Mechanism: The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The details of Vigil Mechanism is displayed on the website of the Company www.commextechnology.com and its web link is http://wvvw.commextechnology.conn/download/ poliCY/whistle%20_blower_policy_vigiLrnechanism.pdf - The policy for determining material subsidiary of the company pursuant to revised Clause 49 of the Listing Agreement is posted on the website of the Companywww.commextechnology.com and its web link is: http://www.commextechnology.Com/download/ policy-for-determining-material-subsidiary-of-the-pdf - Policy on dealing with related party transactions is posted on the website of the Company www.commextechnology.com and its web link is: http://www.com mextechnology.com/download/ policy/policy_on_relatBd_party_transaction_and_materiality_ of_related_party_transaction.pdf - As per Clause 49 of the Listing Agreement entered into with the Stock Exchange, Corporate Governance Report with auditors'' Certificate and Management Discussion and Analysis are attached, which forms part off this report. 32. DEPOSITS FROM PUBLIC: The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet. 33. INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 - CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: a) Conservation of Energy: The activities of your company require minimal energy consumption and every endeavor has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible. b) Technology Absorption: The activities of the Company at present do not involve technology absorption and research and development. c) Foreign exchange earnings and outgo: The details of Foreign exchange earnings and outgo are detailed in Note No. 22 forming part of Accounts. 34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE: During the period under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations. 35. FRAUD REPORTING (REQUIRED BYTHE COMPANIES AMENDMENT BILL, 2014) IF ANY: During the period under review, there was no fraud reporting in the company. 36. DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER AMENDED CLAUSE 5AOF THE LISTING AGREEMENT: Aggregate number of Number of Number of Aggregate number shareholders and the shareholders who shareholders to of shareholders outstanding shares approached the whom shares and the outstanding lying in the Unclaimed issuer for transfer were transferred shares lying in the Suspense Account at of shares from from the Unclaimed Suspense the beginning the of the Unclaimed Unclaimed Account year Suspense Account Suspense at the end of the during the year Account year during the year NIL NIL NIL NIL 37. IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013: The Company is not required to constitute Internal Complaints Committee of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the permanent employees are less than 10. Further there are no instances of Sexual Harassment of Women under the said Act has been reported to the Company. 38. EMPLOYEE RELATIONS: The relations of the management with staff and workers remained cordial during the entire year. 39. ACKNOWLEDGEMENT: The directors thank the Company''s employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the Commix family. On behalf of the Board of Directors Sd/- Ketan Sheth Chairman and Managing Director Date: 02/09/2015 Place: Mumbai

Director’s Report