2024-25
Dear Members,
Your Directors are pleased to present the 15th Annual Report on the
affairs of the Company together with the Audited Financial Statement and the
Auditors' Report of your Company for the financial year ended on 31st March, 2025
prepared in accordance with the provisions of the Companies Act, 2013 read with rules made
thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015-["Listing Regulations"] as amended from time to time.
I. FINANCIAL SUMMARY OR HIGHLIGHTS
The Company has recorded the following financial performance, for the
year ended March 31, 2025:
Amount (in Lakhs)
|
Standalone |
Consolidated |
Particulars |
For the year ended 31st
March, 2025 |
For the year ended 31st
March, 2024 |
For the year ended 31st
March, 2025 |
For the year ended 31st
March, 2024 |
Revenue (including |
|
|
|
|
|
7,783.99 |
6660.57 |
12,795.49 |
6660.57 |
Other Income) |
|
|
|
|
Net Profit (Loss) Before |
|
|
|
|
Depreciation Interest |
2060.59 |
1826.74 |
3315.46 |
1826.74 |
and Tax |
|
|
|
|
Less: Depreciation |
56.67 |
52.95 |
166.02 |
52.95 |
Less: Interest |
13.67 |
14.55 |
252.94 |
14.55 |
P/L from Associated |
|
|
|
|
|
|
- |
-52.54 |
-23.41 |
Enterprises |
|
|
|
|
Net Profit (Loss) Before |
|
|
|
|
|
1990.25 |
1759.24 |
2,843.96 |
1735.83 |
Tax |
|
|
|
|
Less: Tax Expenses |
483.17 |
454.99 |
578.47 |
454.99 |
Profit (Loss) After Tax |
1507.08 |
1304.25 |
2,265.49 |
1280.84 |
II. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
We are delighted to announce that your Company has achieved highest
ever total revenue of Rs. 7,783.99 Lacs in FY 2024-25 compared to Rs. 6660.57 lacs in FY
2023-24 representing a remarkable increase of approximately 16.87%.
In terms of profitability, it has earned a Net Profit of Rs.1507.08
Lacs in FY 2024-25 compared to Rs. 1304.25 Lacs in FY 2023-24 thereby recording an
increase of 15.56%.
Further, your Directors are working hard to analyze prospective
products, areas etc. to lead the Company towards a better and more promising future.
LISTING OF EQUITY SHARES
Equity shares of your Company were listed on the Bombay Stock Exchange
(BSE Limited) on SME Platform on October 10, 2022. The Company got listing approval from
BSE Limited (SME Platform) on October 7, 2022. The trading symbol of the Company is
‘CNCRD'. Listing fees and the custodian charges to depositories, for the FY
2024-25 have been paid to BSE, NSDL and CDSL respectively.
III. SHARE CAPITAL
As on March 31, 2025, the Authorized Share Capital of the Company stood
at Rs. 10,00,00,000/- (Rupees Ten Crores) divided into 1,00,00,000 (One Crore) Equity
Shares of Rs. 10/- each. However, during FY 2024-25, the paid up and subscribed Equity
Share Capital of the
Company has been increased from Rs. 5,98,20,000/- (Rupees Five Crores
Ninety-Eight Lakhs Twenty Thousand only) divided into 59,82,000 (Fifty-Nine Lakhs
Eighty-Two Thousand) Equity Shares of Rs. 10/- each to Rs.6,30,04,720 (Six crore thirty
Lakh Four thousand seven hundred twenty) divided into 63,00,472 (Sixty-Three Lakh Four
Hundred Seventy-Two) Equity Shares of Rs.10/- each.
Further, your Company is compliant on the Minimum Public Shareholding
(MPS) requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts
(Regulations) Rules, 1957.
Based on the market price of Concord Control Systems Limited as on
December 31, 2024, it is placed on the top 2000 listed companies. As on March 31, 2025,
the market capitalization of your Company stood at Rs. 705.02 crores.
IV. TRANSFER TO RESERVES
During the year under review, your Company has not transferred any
amount to General Reserve.
V. DIVIDEND
The Board of Directors do not recommend any dividend for the financial
year ended on 31st March, 2025 in order to conserve resources for future development.
VI. FINANCIAL STATEMENTS (STANDALONE AND CONSOLIDATED)
The Board of Directors of the Company has at its meeting held on May
14, 2025, had approved the Financial Statements for FY 2024-25 (Standalone and
Consolidated).
VII. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATE COMPANY/ JOINT VENTURES
During the year, the company has the following Subsidiary/Associates
Companies as detailed below:
S. No. Name of the
Company |
CIN |
% of Holding |
Category Wholly |
Advanced Rail |
|
|
|
1 Control Private |
U05190UP2005PTC223937 |
100% |
Owned Subsidiary |
Limited Concord Lab to Market |
|
|
Company. Associate |
2 Innovations Private Limited
Progota India |
U30204UP2023PTC191827 |
49% |
Company. Associate |
3 Private Limited |
U72900DL2021PTC388443 |
26% |
Company. |
Performance of Subsidiary, Joint Venture and Associate Companies
Pursuant to the provisions of section 129(3) of the Companies Act,
2013, the Company has prepared consolidated financial statements
which forms part of this Annual Report. A separate statement containing
salient features of the financial statements of the Company's Subsidiary in
prescribed form
AOC-1 is annexed as ‘Annexure 2' to this report.
VIII. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013 and Regulation 34 of Listing Regulations, every Company shall place a copy of
the annual return on the website of the Company for the financial year ended on March 31,
2025 and the same is placed on the website of the company at
https://concordgroup.in/annual-return.php.
IX. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2024-25, the Board of Directors of the
Company have met 15 (Fifteenth) times i.e. on 05th day of April, 2024, 02nd day of May
2024, 05th day of May 2024, 19th day of May 2024, 28th day of May 2024, 03rd day of June
2024, 22nd day of July 2024, 05th day of August 2024, 02nd day of September 2024, 09th day
of November 2024, 13th day of November 2024, 14th day of November 2024, 20th day of
January 2025, 10th day of March 2025, 31st day of March 2025. The necessary quorum was
present for all the meetings. The maximum interval between any two meetings did not exceed
120 days.
The names of the Directors, their attendance at Board Meetings during
the year, attendance at the last AGM and the status of attendance of Board Meeting and AGM
by each of Director is as follows:
Name of the Director |
Total Meetings Held |
Total Meetings Attended |
% Attendance |
Attended AGM (30.09.2024) |
Mr. Gaurav Lath |
15 |
15 |
100% |
v |
Mr. Nitin Jain |
15 |
15 |
100% |
v |
Mr. Govind |
|
|
|
|
|
15 |
15 |
100% |
v |
Prasad Lath |
|
|
|
|
Ms. Mahima Jain |
15 |
15 |
100% |
v |
Mr. Harsh Yadav |
15 |
15 |
100% |
v |
Mr. Sunil Garg* |
15 |
4 |
26% |
- |
Mr. Sunil Garg has appointed as an additional independent director
w.e.f. 14th November, 2024.
X. COMMITTEES OF THE BOARD
There are currently Four Committees of the Board, viz:
1. Audit Committee
Name |
Position in the Committee |
Designation |
Mr. Harsh Yadav |
Chairman |
Independent Director |
Mr. Sunil Garg |
Member |
Independent Director |
Mrs. Mahima Jain |
Member |
Non-Executive Director |
*Mr. Sunil Garg was appointed in the committee w.e.f. 14th November
2024.
2. Nomination & Remuneration Committee
Name |
Position in the Committee |
Designation |
Mr. Sunil Garg |
Chairman |
Independent Director |
Mr. Harsh Yadav |
Member |
Independent Director |
Mrs. Mahima Jain |
Member |
Non-Executive Director |
* Mr. Sunil Garg was appointed in the committee w.e.f. 14th November
2024.
3. Stakeholders Relationship Committee
Name |
Position in the Committee |
Designation |
Mr. Harsh Yadav |
Chairman |
Independent Director |
Mr. Gaurav Lath |
Member |
Joint Managing Director |
Mrs. Mahima Jain |
Member |
Non-Executive Director |
4. Corporate Social Responsibility Committee
Name |
Position in the Committee |
Designation |
Mr. Harsh Yadav |
Chairman |
Independent Director |
Mr. Gaurav Lath |
Member |
Joint Managing Director |
Mrs. Mahima Jain |
Member |
Non-Executive Director |
XI. FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The formal evaluation mechanism has been adopted for evaluating the
performance of the Board as well as Committees and Individual Directors of the Board.
The exercise was carried out through a structured evaluation process
covering various aspects such as composition of the Board & Committees, experience and
competencies, performance of specific duties and obligations, attendance and contribution
at Board meetings /
Committee meetings / General meetings, preparedness for meetings,
effective decision making ability, knowledge of sector where Company operates,
understanding and avoidance of risk while executing functional duties, successful
negotiating ability, initiative to maintain corporate culture, commitment, dedication of
time, leadership quality, attitude, initiatives and responsibilities undertaken,
achievements etc.
In a separate meeting of Independent Directors held on 04th February,
2025, performance of non-independent Directors, performance of Board as a whole and
performance of the Chairman were evaluated taking into account the views of executive and
non-executive Directors. The said meeting was attended by all the Independent Directors.
Further, the Board has expressed its satisfaction and has been thankful
to all its Independent Directors for sharing their knowledge and expertise which has been
proved beneficial towards the progress of the Company.
XII. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)
The Board has adopted a Board Diversity Policy which sets the criterion
for appointment as well as continuance of Directors, at the time of re-appointment of
director in the Company. As per the policy, the Board has an optimum combination of
members with appropriate balance of skill, experience, background, gender and other
qualities of directors required by the directors for the effective functioning of the
Board. The Nomination and Remuneration Committee recommends remuneration of the Directors,
subject to overall limits set under the Act, as outlined in the Remuneration Policy.
XIII. AUDITORS AND THEIR REPORTS a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, your Company had appointed M/s Seth
& Associates, Chartered Accountants, FRN: 001167C on 29th September, 2022 as Statutory
Auditors of the company for a period of five years till the conclusion of Annual General
Meeting to be held in year 2027.
The observations, if any, made by the Statutory Auditors in their
Report together with the notes to accounts, as append thereto are self-explanatory and
hence does not call for any further explanation. There are no qualifications, reservations
or adverse remarks or disclaimers made by M/s Seth & Associates, Statutory Auditors,
in their report.
During the Financial Year 2024-25, the Auditors have not reported any
matter under section 143(12) of the Companies Act, 2013, therefore no detail is required
to be disclosed under section 134(3)(ca) of the Companies Act, 2013.
b) Secretarial Auditors
The Company has appointed M/s Amit Gupta & Associates, Company
Secretaries as Secretarial Auditors of the Company pursuant to the provisions of Section
204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 for the Financial Year 2024-25.
The Secretarial Audit has been conducted by M/s Amit Gupta &
Associates, Practicing Company Secretaries and issued a Secretarial Audit Report in the
format prescribed under Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
The Secretarial Audit report of the Company for the year ended 31st
March, 2025 in Form no. MR-3 is placed at
Annexure -C. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
c) Internal Auditors
The Company has appointed Mrs. Avisha Sinha w.e.f. November 09, 2024 as
the Internal Auditors of the Company under the provisions of section 138 of the Act, for
conducting the internal audit of the Company for the financial year 2024-25. d) Cost Audit
The provisions of the Cost Audit were not applicable to the Company
during the year under report. The Company has duly maintained cost records in terms of
applicable provisions of law.
XIV. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the
Act, any instances of fraud committed against the Company by its officers or employees,
hence, there is nothing to be mentioned in the Board's report in this regard.
XV. PARTICULARS OF INTER-CORPORATE LOANS & INVESTMENTS
During the financial year 2024-25, the investments made and loans
granted by the Company are mentioned under note no. 13, 14, and 19 respectively. Further
the Company has not given any guarantee or security to any person or body corporate.
XVI. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2025, the Board of your Company comprises of 6
Directors including 2 Managing Directors designated as Joint Managing Directors, 2 Non-
Executive Directors of which 1 being a woman director and 2 Independent Directors and 1
Company Secretary & Compliance Officer.
Board of Directors & Key Managerial Personnel (KMP) as on March 31,
2025
The Board of Directors of the Company as on March 31, 2025 were
Executive (Functional) Directors viz. Joint Managing Director and CFO, Mr. Gaurav Lath
(DIN: 00581405), Joint Managing Director, Mr. Nitin Jain (DIN: 03385362), Chairman &
Non-Executive Director, Mr. Govind Prasad Lath, (DIN:00272007), Non- Executive Woman
Director,
Ms. Mahima Jain (DIN: 09688771), Independent Director, Mr. Harsh Yadav
(DIN: 09718679), Independent Director, Mr. Sunil Garg (DIN: 09255627) and Company
Secretary & Compliance Officer, Ms. Puja Gupta (PAN: ATVPG4665K)
Appointments and cessation of the Directors and KMP during and after
close of the FY 2024-25
During the Financial Year 2024-25:
1. Mr. Sunil Garg (DIN: 10835726), was appointed as Independent
Director (ID) on the Board of the Company. In terms of section 149 of the Companies Act,
2013, the provisions of section 152(6) and (7) in respect of retirement of directors
byrotation shall not be applicable to IDs. However, Mr. Sanjeev Mittal (DIN: 09255627),
has resigned as an Independent Director of the Company from the Board of Directors w.e.f.
5th August, 2024;
2. During the year 2024-25, Ms. Puja Gupta (PAN: ATVPG4665K) was
appointed as Company Secretary & Compliance Officer of the Company w.e.f 09th day of
November 2024 and Ms. Lavisha Wadwani (PAN: AMHPL8178K) had ceased to be the Company
Secretary and Compliance Officer of the Company w.e.f 25th day of October 2024.
3. During the year 2024-25, Mr. Mayank Modi (PAN: DVSPM8623P) has
resigned from the post of Chief Financial Officer of the Company w.e.f. 20th December,
2024 and Mr. Gaurav Lath, Joint Managing Director of the Company has been appointed as
Chief Financial Officer of the Company w.e.f. 10th March, 2025.
On the basis of representations received from the Directors, none of
the Directors of the Company are disqualified as per section 164(2) of the Companies Act,
2013 and rules made thereunder or any other provisions of the Companies Act,2013. The
Directors have also made necessary disclosures as required under provisions of section
184(1) of the Companies Act, 2013. All members of the Board of Directors and senior
management personnel affirmed compliance with the Company's Code of Conduct policy
for the financial year 2024-25.
In the opinion of the Board, there has been no change in the
circumstances which may affect the status of the Independent Directors of the Company and
the Board is satisfied about the integrity, expertise, and experience including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of the
Independent Directors on the Board and proposes the Regularization of Mr. Sunil Garg (DIN:
09720531), Non-Executive Independent Director of the Company at the ensuing Annual General
Meeting of the Company.
Retirement of Directors by Rotation
In terms of Section 152 of the Companies Act, 2013, the provisions in
respect of retirement of Directors by rotation will not be applicable to the Independent
Directors.
In view of this, all directors (other than the Independent Directors)
are considered for retirement by rotation. Accordingly, as per provisions of the Companies
Act, 2013 read with Article 145 Sub Article (b) of Articles of Association of the Company,
Ms. Mahima Jain (DIN: 09688771), Non-Executive Director of the Company
is liable for retirement by rotation at the ensuing
Annual General Meeting (AGM) of the Company and being eligible, offer
herself for re-appointment.
The details of such Director seeking reappointment /appointment at the
ensuing
AGM are contained in the Notice convening ensuing AGM of the Company.
Declarations given by Independent Directors under Section 149(6) of the
Companies Act, 2013
The Company has received necessary declarations from all the
Independent Directors of the Company under section 149(7) of the Companies Act, 2013
Confirming that they meet the criteria of Independence as provided in
Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the LODR
Regulations. and there has been no change in the circumstances which may affect their
status as Independent Directors. The declarations have been noted by the Board of
Directors.
The Ministry of Corporate Affairs (MCA) has issued notifications in
October 2019, relating to the creation and maintenance of the data bank for independent
directors by Indian Institute of Corporate Affairs at Manesar, Haryana (IICA).
Under Section 150(1) of the Companies Act, 2013, IICA conducts Online
Proficiency Self-Assessment for Independent Directors.
Accordingly, all the Independent Directors of the Company are
registered with data bank of IICA
Separate Meeting of Independent Directors
In compliance with the provisions of Regulation 25(3) of LODR
Regulations, Schedule IV of the Companies Act, 2013, one separate meeting of Independent
Directors was held on February 04, 2025, without the presence of other Board Members.
XVII. DEPOSITS
The Company did not accept any deposits from the public during the
financial year. Further, there were no unclaimed or unpaid deposits as on March 31,
2025.The Board states that no disclosure or reporting was required in respect of the
details relating to deposits covered under Chapter V of the Act as there were no deposits
during the financial year 2024-25.
XVIII. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is conscious of the limited nature of conventional sources
and the importance of using energy resources wisely. The Company has been consistently
laying emphasis on utilizing energy efficient equipment in its office premises and in
various projects so as to minimally effect on the ecology and environment. Towards
conservation of energy, it has taken following steps during previous years:
I. CONSERVATION OF ENERGY a. The step taken or impact on conservation
of energy.
It has installed LED Lights for energy conservation which reduces
energy consumption by upto 50% in various projects b. Impact of above measures:
The above measures have resulted in environment protection and more
efficient utilization of power & reduction in energy consumption has considerably
reduced the expenses and cost of production of goods. c. The steps taken by the company
for utilizing alternate source of the energy:
NA
II. TECHNOLOGY ABSORPTION a. The efforts made towards technology
absorption
Efforts are being made towards improvements
b. The benefits derived like product improvement, cost reduction,
product development or import substitution
· Improved quality and productivity. · Conservation of
fuel & reduced emissions
c. In case of imported technology: NIL
XIX. RELATED PARTY TRANSACTIONS
During the financial year ended March 31, 2025, all transactions with
the Related Parties as defined under section 188 of the Companies Act, 2013 read with
Rules framed there-under and Regulation 23 of the Listing Regulations were in the
‘ordinary course of business' and ‘at arm's length' basis.
During the year under review, your Company did not enter into any
Related Party Transactions which require prior approval of the Members. All Related Party
Transactions of your Company had prior approval of the Board of Directors, as required
under the Companies Act, 2013. Subsequently, the Board has reviewed the Related Party
Transactions on a periodic basis. During the year under review, there has been no
materially significant Related Party Transactions having potential conflict with the
interest of the Company.
Necessary disclosures required under the AS 18 have been made in Note
No. 37 of the Notes to the Financial Statements for the year ended March 31, 2025.
XX. SECRETARIAL STANDARDS
During the financial year, the Company is in compliance with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI).
XXI. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Subsequent to the end of the financial year and upto the date of this
report, the Board of Directors of the Company has approved a Scheme of Amalgamation for
the proposed merger of Advanced Control Systems Private Limited, a wholly owned subsidiary
of the Company, with Concord Control Systems Limited (Our Company), subject to the
requisite approvals from shareholders, regulatory authorities, and the Hon'ble
National Company Law Tribunal (NCLT).
As the merger involves a wholly owned subsidiary, the amalgamation is
in the nature of an internal restructuring exercise aimed at achieving operational
efficiency and streamlining of the corporate structure. This constitutes a material change
which may have an impact on the financial position of the Company.
Apart from the above, there are no other material changes and
commitments affecting the financial position of the Company which have occurred between
the end of the financial year and the date of this report.
XXII. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to provide protection against sexual harassment of women at
workplace and for prevention and redressal of complaints of sexual harassment, the Company
has constituted Internal Complaint Committee to to prohibit & prevent the social evil
of Sexual Harassment at Workplace in accordance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.
Following are the members who forms part of Internal Complaint
Committee:
1.Mahima Jain (Presiding Officer) 2.Pankhuri Lath 3.Simran (External
Member) 4.Aprajita Bansal (External Member)
The objective of the Committee is to provide women a workplace free
from harassment, to ensure that every woman is treated with dignity and respect and to
provide aspeedy redressal mechanism to women who have been subjected to sexual harassment.
For the said purposes, your Company has an Internal Complaints
Committee (ICC) in place at its Office which is responsible to:-
Investigate every formal written complaint of sexual harassment.
Meet at regular intervals.
Prepare an Annual Report containing the details of complaints of sexual
harassment pursuant to the provisions of Act and provide the same to employer.
Take appropriate remedial measures to respond to any substantial
allegations of sexual harassment.
The following is the summary of Sexual Harassment Complaints received
and disposed off during the Calendar Year 2025: a. Number of Complaints of Sexual
Harassment at the beginning of the
Financial year: NIL b. Number of Complaints disposed off during the
year: NIL c. Number of Complaints pending as on the end of the Financial year: NIL d.
Nature of action taken by the Company: NA
XXIII. DISCLOSURE UNDER MATERNITY BENEFITS ACT,1961
The Company has duly complied with the provisions of the Maternity
Benefit Act, 1961, which safeguards the employment and welfare of women during maternity.
Although no woman employee was eligible to avail maternity benefits during the year under
review 2024 25, the Company remains fully committed to complying with all applicable
provisions of the Act.
XXIV. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
During the year under review there has been no such significant and
material orders passed by the Regulators/Courts/Tribunals impacting the going concern
status and company's operations in future.
XXV. INTERNAL FINANCIAL CONTROLS
The Company has maintained adequate financial control system,
commensurate with the size, scale and complexity of its operations and ensures compliance
with various policies, practices and statutes in keeping with the organization's pace
of growth and increasing complexity of operations.
XXVI. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
The details of Managerial Remuneration, Key Managerial Personnel and
employees of the Company as 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 has been set out as Annexure ‘D' to this Report, attached hereto.
XXVII. CHANGE IN THE NATURE OF BUSINESS
The Company is in the business of manufacturing of electrical and
electronic Products for Indian railways and it is doing its regular business without any
deviation to other objects.
XXVIII. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR.
During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.
XXIX. MANAGEMENT DICSUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis (MDA) Report, as mandated by
Regulation 34 read with Schedule-V to the LODR Regulations and DPE Guidelines, has been
included as an annexure to this report. It is hereby incorporated by reference and serves
as an integral component of this report. The MDA Report provides a comprehensive review of
various aspects including the global and Indian economy, industry analysis, future
outlook, Company overview, legal status and autonomy, business divisions/ units, financial
and operational performance, projects executed during FY 2024-25, upcoming projects,
strengths, scope and opportunities, key concerns, business strategies, risk management,
adequacy of internal control systems, and significant developments in human resources
XXX. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Our commitment extends beyond building a profitable business; we are
dedicated to making a positive impact on society through our Corporate Social
Responsibility (CSR) initiatives.
Our CSR endeavours primarily focus on areas such as health, nutrition,
education, economic empowerment of women, and sustainability.
In FY 2024-25, our company allocated an amount of Rs. 21 lakh to Gyan
Foundation having its office at Mahanagar Extension, Lucknow - 226006, towards CSR
activities.
The CSR Policy, which provides comprehensive guidelines for conducting
CSR activities, is available on our Company's website:www.concordgroup.in
Furthermore, the Annual Report on CSR & Sustainability activities,
in compliance with Section 135 of the Companies Act, 2013, and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended, is appended to this report, forming
an integral part of it.
XXXI. RISK MANAGEMENT
Every business is subject to risks, uncertainties that could cause
actual results to differ materially from those contemplated. The Company has in place a
mechanism comprising of regular audits and checks to inform the Board members about the
Risk assessment and mitigation plans and periodical reviews to ensure that the critical
risks are controlled by the management. Major risks identified are systematically
addressed through risk mitigation actions on a continuing basis.
XXXII. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has in place a Whistle Blower Policy establishing a vigil
mechanism, to provide a formal mechanism to the Directors and employees to report their
concerns about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides for adequate
safeguards against victimization of employees who avail such mechanism and also provide
for direct access to the Chairman of the Audit Committee. The Policy can be accessed on
the website of the Company at https://concordgroup.in/policies.php.
XXXIII. CORPORATE GOVERNANCE
As the Company is listed on BSE SME platform, the Company is exempt
from applicability of certain regulations pertaining to ‘Corporate Governance'
under Securities & Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. However, The Company places great emphasis on adhering to
corporate governance guidelines and best practices, recognizing their significance in
enhancing long-term shareholder value and upholding minority rights. It considers it a
fundamental obligation to provide timely and accurate information regarding the
Company's operations, performance, leadership, and governance.
Report on Corporate Governance Practices and the Auditors Certificate
regarding compliance of conditions of Corporate Governance and certification by CEO/Whole
time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
XXXIV. DETAILS ON ONE TIME SETTLEMENT
There is nothing to report under this for the year under review.
XXXV. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of section 134(3) (c) read with section
134(5) of the Companies Act, 2013,
as amended, your Directors confirm that:
|
For & on behalf of the Board |
|
Concord Control Systems Limited |
|
Sd/- |
|
Govind Prasad Lath |
|
Chairman & Non-Executive Director |
Date: September 07, 2025 |
|
|
DIN: 00272007 |
Place: Lucknow |
|
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit of the company for that period;
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; (d) The Directors had prepared the annual accounts on a going
concern basis;
(e) The Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
XXXVI. ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation
and gratitude to the Indian Railways, Government of India, the stakeholders, and bankers
and to all the State Governments, Local Bodies, Employees, Customers, Suppliers,
Government Agencies, Financial Institutions, Bankers, Shareholders, and Regulatory
authorities for their continued cooperation and invaluable support and confidence in the
Company during the period under review and look forward to their continued co-operation in
the years to come.
Your Directors express their deep appreciation for the hard work and
dedicated efforts put in by the employees at all levels and look forward to their
continued contribution in achieving the mission and objective of the Company.
|