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East Buildtech Ltd.

BSE: 507917 Sector: Infrastructure
NSE: N.A. ISIN Code: INE706N01017
BSE LIVE 10:36 | 15 May Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 6.66
PREVIOUS CLOSE 7.01
VOLUME 200
52-Week high 7.35
52-Week low 6.66
P/E 2.52
Mkt Cap.(Rs cr) 1
Buy Price 6.66
Buy Qty 2800.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.66
CLOSE 7.01
VOLUME 200
52-Week high 7.35
52-Week low 6.66
P/E 2.52
Mkt Cap.(Rs cr) 1
Buy Price 6.66
Buy Qty 2800.00
Sell Price 0.00
Sell Qty 0.00

East Buildtech Ltd. (EASTBUILDTECH) - Director Report

Company director report

To

To the Members

The Directors are pleased to present their 32nd Report along with the audited accountsof the Company for the year ended 31st March 2016.

FINANCIAL PERFORMANCE :

The Company's financial performance for the year ended 31st March 2016 is summarizedbelow:

Particulars 2015-16 2014-15
Total Revenue 3128856.49 12712802.82
Profit / (Loss) before Tax (8161580.03) 7571997.82
Profit / (Loss) after Tax (5670497.03) 5369639.82

Performance Overview

The net sales of the Company stood at Rs. 3128856.49 n 2015-16 as againsti Rs.12712802.82 in 2014-15. The Company posted a loss after tax of Rs. (5670497.03) ni2015-16 against profit of Rs. 5369639.82 in the previous year.

During the year under review there has been no change ni the nature of business of theCompany.

Further no material changes and commitments have occurred between the end of thefinancial year and the date of the report affecting the financial position of the Company.

Subsidiaries and Associates

Pursuant to section 129 and other applicable provisions fi any of the Companies Act2013 a separate statement containing salient features of financial statements of allsubsidiaries and associates of your Company forms part of the financial statements as thesame section is not applicable to the Company as Company doesn't have any Subsidiaries orAssociates Company.

Material Subsidiaries

Pursuant to Regulation 24 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company is require toformulate a policy for determining material subsidiaries but the same Clause is notapplicable on Company as Company doesn't have any Subsidiary Company.

Management Discussion and Analysis

A separate chapter on Management Discussion and Analysis is given in this AnnualReport.

Dividend

Considering the facts and prevailing circumstances your Directors have not recommendedany dividend for the financial year 2015-16

Reserves

There is loss in the financial year 2015-16.

Public Deposits

During the F.Y. 2015-16 your Company has not accepted any deposits within the meaningof Section 73 and 76 Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and as such no amount of principal or interest was outstanding as on date ofthe Balance Sheet.

Corporate Governance

A separate report on Corporate Governance along with the General ShareholdersInformation as prescribed under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as a part of theAnnual Report along with the Auditor's Certificate on Corporate Governance.

Extract of Annual Return

The details forming part of the extract of the Annual Return in the Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureA" to this report.

Particulars of loans guarantees or investments

The Company has not given any loans or guarantee or investment under the provision ofsection 186 of the Companies Act 2013.

Meetings of the Board and Committees

The details in respect to the number of Board and Committees meetings of your Companyare set out in the Corporate Governance Report which forms part of this Report.

Audit Committee

Pursuant to the provisions of section 177 of Companies Act 2013 your Company hasre-constituted its Audit Committee consisting of requisite number of Independent Directors- Mr. Shiv Kumar Mandelia as Chairman Mr. Madhusudan Chokhani and Mrs. Lakshmi DeviChokhani as members.

Board of Directors of the Company has duly accepted the recommendations of AuditCommittee during financial year 2015-16.

Vigil Mechanism

The Company has established a Vigil Mechanism/ Whistle Blower Policy. The purpose ofthis mechanism is to provide a framework to report concerns about unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policyand provide adequate safeguards against victimization of the person availing thismechanism. This Policy has been appropriately communicated within the organization and iseffectively operational. The policy provides mechanism whereby whistle blower may sendprotected disclosures directly o t the Chairman of Audit Committee or Ethics Officer. RiskManagement As per the requirement of Regulation 17 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the companyshould lay down the procedures to inform Board members about the risk assessment andminimization procedures and the Board was responsible for framing implementing andmonitoring the risk management plan for the company. The Company has developed andimplemented a Risk Management Policy to identify and mitigate key risks that may threatenthe existence of the Company.

• Internal Financial Controls

Your Company has put in place adequate internal financial controls with reference tofinancial statements. Such system has been designed to provide for:

• Adoptio n of accounting policies in line with applicable accounting standards.

Proper recording of transactions with internal checks and reporting mechanism.

• Compliance with applicable statutes policies management policies andprocedures.

The management of your Company periodically reviews the financial performance againstthe approved plans across various parameters and takes necessary action wherevernecessary.

FRAUD REPORED BY AUDITOR

There were no fraud by the Company during the financial year 2015-16 which has beennoticed (or) reported during the course of our Audit by the Auditors under section 12 ofsection 143 of Companies Act 2013.

Declaration of Independence

Your Company has received declaration from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules made there under as well asRegulation 25 & 26 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015. The details of the familiarizationprogramme for the Independent Directors have been uploaded on the website of the Companyand may be accessed through the link: http://www.ebl.co.in/EBL/Poiicy/FamiliarisationP_rQgramrn.e.%_2Qfor%20lndependent%20Directors.pdf

Details of Significant and material orders passed by the Regulators or Courts orTribunals impacting going concern status and Company's operation in future.

No significant and material order was passed by Regulators or Courts or Tribunalsduring the year under review impacting the going concern' status of your Company.

Directors and Key Managerial Personnel Appointments

During the financial year 2015-16 no Directors were appointed in the Company.

I n accordance with the provisions of Section 149 152 and other applicable provisionsif any of the Companies Act 2013 read with Companies (Appointment and Qualification ofDirectors) Rules 2014 Mrs. Namrata Tulshan Director si liable to retire by rotation atthe forthcoming Annual General Meeting.

In terms of provisions of Section 203 of the Companies Act 2013 read with Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company has in its meeting held on 1st February 2016 appointed Ms.Pooja Arora Company Secretary as Key Managerial Personnel of the Company.

Resignations

During the financial year 2015-16 Mr. MD Soheb Alam Compan y Secretary has resignedon 14th April 2015. The Board places on record its appreciation for their valuablecontribution during their association with your Company

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) the Directors hereby state and confirm that :

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls o t be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Statement indicating the manner in which formal annual evaluation has been done

In terms of provisions of Companies Act 2013 and Regulation 17 Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has carried out the annual evaluation of its own performance and that of itsDirectors individually. The evaluation criteria as laid down by the Nomination &Remuneration Committee included various aspects of the functioning of Board such ascomposition process & procedures including adequate & timely informationattendance delegation of responsibilities decision-making; roles & responsibilitiesincluding monitoring benchmarking feedback; stakeholder relationship and committees.

The performance of individual Directors including the Chairman was evaluated on variousparameters such as knowledge & experience interest of stakeholders time devoted etc.The evaluation process has been explained n the Corporate Governance Report of the AnnualReport. i The evaluation of Independent Directors was based on aspects like participationin & contribution to the Board decisions knowledge & experience and judgment. TheCompany recognizes and embraces the importance of diversity in the Board in its success.We believe that a truly diverse Board will leverage difference in thought perspectiveknowledge skill regional and industry experience culture and geographical backgroundage ethnicity which will help us retain our competitive advantage.

COMPANIES CEASED OR BECOME SUBSIDIARIES JOINT VENTURES OR ASSOCIATE DURING THE YEAR

No Company is either ceased or become subsidiaries joint ventures or associate Companyduring the financial year 2015-16.

Particulars of Remuneration

The information as required in accordance with Section 197(12) of the Companies Act2013 read with the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 as amended is set out in Annexure 'B' to this Report. However as per theprovision of Section 136 of the Companies Act 2013 the Report and the Accounts are beingsent to all members of the Company.

Nomination and Remuneration Policy

The Nomination & Remuneration Policy as approved by the Board on the recommendationof the Nomination & Remuneration Committee is annexed with this Report as

Annexure "C".

Corporate Social Responsibility

Provision of Section 135 of Companies Act 2013 is not applicable on the Company hencethere is no requirement to constitute corporate social responsibility (CSR) committee andcorporate social responsibility policy.

Internal Complaints Committee (Anti-Sexual Harassment Policy) -

During the period under review no complaints were received by the Internal ComplaintsCommittee established under the Policy for Prohibition Prevention and Redressal of SexualHarassment of Women at Workplace.

Related party transactions

Board has accorded its approval for entering into any related party transactions whichare in the ordinary course of business and at arm's length basis. The Company hasformulated a policy on Related Party Transactions which is available on website of theCompany and can be accessed through the mentioned link http://www.ebl.co.in/EBL/Policv/Related%20Partv%20Policv.pdf.

Related party transactions (Form AOC- 2) pursuant to Section 134 (3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 as enteredby the Company during financial year 2015-16 is annexed herewith as 'Annexure D' tothis Report. n I terms of Section 134(3)(h) of the Companies Act and rules madethereunder during the year under review the Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required by Section 134 (3) (m) read with relevant rules of theCompanies Act 2013 is set out as under:

Conservation of Energy

Provision for Conservation of Energy are not applicable on the Company.

Technology absorption adoption & innovation

There is no Technology absorption adoption & innovation in the Financial Year2015- 16 by the Company.

Foreign Exchange Earnings & outgo

Current Year Previous Year
(2015-16) (2014-15)
Earnings Nil Nil
Outgo Nil Nil

Auditor and Auditor's Report Statutory Auditors

M/s B.K. Shroff & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company in the 32nd Annual General Meeting of the Company to hold office tillconclusion of 35th Annual General Meeting. As required under SEBI (LODR) 2015 theAuditors have also confirmed that they hold a valid certificate issued by the Peer Reviewof the Institute of Chartered Accountants of India.

The Audit Committee and the Board of Directors recommended the re appointment of M/sB.K. Shroff & Co. Chartered Accountants as the Auditors of your Company for thefinancial year commencing from 32nd Annual General Meeting till the conclusion of theThirty Five Annual General Meeting.

The observations of the Auditors in the Auditor's Report are explained wherevernecessary in the appropriate Notes to the Accounts.

Secretarial Auditor

In accordance with the provisions of Section 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has appointed Ms. Sapna Garg ACS Company Secretary in Practice and proprietor ofM/S Sapna Garg & Associates. Company Secretaries to conduct the Secretarial Audit ofyour Company. The Secretarial Audit Report is annexed herewith as "Annexure E"to this Report. The Secretarial Audit Report does not contain any qualificationsreservations or adverse remark.

Acknowledgements

The Board hereby places on record its sincere appreciation for the continued assistanceand support extended to the Company by its collaborators customers bankers vendorsGovernment authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by ourvalued Shareholders.

On behalf of the Board of Directors

MADHUSUDAN CHOKHANI

Chairman

DIN No. 00307234

Place : New Delhi

Date : 11th August 2016