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ETT Ltd.

BSE: 537707 Sector: Infrastructure
NSE: N.A. ISIN Code: INE546I01017
BSE LIVE 15:03 | 14 Nov 20.75 0.95
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OPEN 20.75
PREVIOUS CLOSE 19.80
VOLUME 88
52-Week high 20.75
52-Week low 15.75
P/E
Mkt Cap.(Rs cr) 22
Buy Price 20.75
Buy Qty 1002.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.75
CLOSE 19.80
VOLUME 88
52-Week high 20.75
52-Week low 15.75
P/E
Mkt Cap.(Rs cr) 22
Buy Price 20.75
Buy Qty 1002.00
Sell Price 0.00
Sell Qty 0.00

ETT Ltd. (ETTLTD) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 23rd Annual Report on the business andoperations of the Company together with the Audited Accounts for the financial year endedMarch 31 2016.

Financial Highlights

Your Company’s performance during the year as compared with that during theprevious year is summarized below:

(Amt. in Rs. Lacs)

Particulars Financial Year ended
March 31 2016 March 31 2015
Total Income 418.00 375.64
Less: Operating Expenses 337.18 234.50
Gross Profit before Interest and Depreciation 80.82 141.14
Less: (i) Interest 8.59 52.94
(ii) Depreciation 239.74 274.40
Profit before exceptional items and tax add: Exceptional Items (167.51) (186.20)
Profit/(Loss) before tax (167.51) (186.20)
Less: Provision for Tax:
(i) Deferred Tax (37.74) (47.59)
(ii) MAT Credit utilized of Earlier Year 0.17 -
(iii) Income Tax of Earlier Year - 2.37
Profit/(Loss) after tax transferred to Balance Sheet (129.94) (140.98)
Paid-up Share Capital 2036.87 2036.87
reserves and Surplus 2304.06 2434.00

Year in retrospect and overview

(i) Financial Performance

During the year under review the total income of the Company was Rs. 418 Lac asagainst Rs. 375.64 Lac in previous year ended March 31 2015. The Company suffered a lossof Rs. 167.51 Lac as against loss of Rs. 186.20 Lac in the previous year. Loss during theyear is mainly due to lower income and excess depreciation of Rs. 239.74 Lac (PreviousYear 274.40 Lac).

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure requirements) regulations 2015 (hereinafterreferred to as Listing regulations) the Management’s discussion and analysis is setout in this annual report.

Other Material Changes

Save as aforesaid in this Report no material changes and commitments affecting thefinancial position of the Company have occurred between the end of the financial year ofthe Company i.e. March 31 2016 and the date of this Report.

Meetings of the board

5 (Five) meetings of the Board of Directors were held during the year. For furtherdetails please refer report on Corporate governance which forms part of this annualreport. The intervening gap between two Board Meetings was within the period prescribedunder Companies act 2013.

Particulars of Loans Guarantees or Investments

Loans guarantees and investments covered under Section 186 of the Companies act 2013form part of the notes to the financial statements provided in this Annual Report.

Particulars of Contracts or Arrangements made with Related Parties

In line with the requirements of the Companies act 2013 and Listing regulations aPolicy on related Party Transactions is in place and the same is available onCompany’s website at www.ettgroup.in/investor section/codes & policies. Thepolicy intends to ensure that proper reporting approval and disclosure processes are inplace for all transactions between the Company and related Parties.

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may havepotential conflict with interest of the Company at large. Accordingly particulars ofcontracts or arrangements with related parties referred to in Section 188(1) in Form AOC-2do not form part of the report.

Dividend

In view of losses the Directors do not recommend any dividend for the year ended March31 2016.

Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The following information is given in accordance with the provisions of sub-section3(m) of Section 134 of the Companies act 2013 read with the Companies (accounts) rules2014:

(a) Conservation of Energy & Technology absorption: Since the Company is notengaged in any manufacturing activity issues relating to conservation of energy andtechnology absorption are not quite relevant to its functioning.

(b) Export activities: There was no export activity in the Company during the yearunder review.

(c) Foreign Exchange Earnings and Outgo: The foreign exchange earnings and expenditureof the Company during the year under review were Nil (Previous Year: Nil) and Rs. 19622/-(Previous Year: Rs. 19101/-) respectively on account of membership fees of United Statesgreen Building Council (USgBC).

Remuneration Policy

The policy of the Company on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of Section 178 of the Companies act2013 is available on our website at www.ettgroup.in/investor section/Codes &Policies. We affirm that the remuneration paid to the directors is as per the terms laidout in the nomination and remuneration policy of the Company. The disclosure pertaining tothe managerial remuneration is mentioned in the Corporate governance report.

Particulars of Employees

The particulars of employees in accordance with the provisions of Section 197(12) ofthe Companies act 2013 read with rule 5(1) of Companies (appointment and remuneration ofManagerial Personnel) rules 2014 is appended as annexure 1 to the Board’s report.

The information required under rule 5 (2) and (3) of the Companies (appointment andremuneration of Managerial Personnel) rules 2014 is provided in the annexure forming partof the report.

Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors

Pursuant to the applicable provisions of the Companies act 2013 and the Listingregulations the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.The Nomination and Remuneration Committee has defined the evaluation criteria procedureand time schedule for the performance evaluation process for the Board its Committees andDirector's

The detailed manner in which formal annual evaluation has been made by the Board hasbeen mentioned in the Corporate governance report which is part of this report.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

Directors and Key Managerial Personnel

During the financial year under review Mr. Rajvir Sharma resigned as an IndependentDirector from the Board of Directors with effect from May 30 2015. The same was acceptedby the Board in its meeting held on May 30 2015. The Board placed on record its deepappreciation for the valuable contribution made by him during his tenure as Director ofthe Company. As per the articles of association of the Company and the relevant provisionsof the Companies act 2013 Mr. Sanjay arora will retire by rotation at the ensuing annualgeneral Meeting and being eligible offer himself for re-appointment. Keeping in view hisexpertise experience and knowledge the Board considers it desirable to continue to availhis services and recommends his re-appointment.

Declaration by Independent Directors

All the Independent Directors have given declarations that they meet all therequirements specified under Section 149(6) of the Companies act 2013 and regulation 25of the Listing regulations.

Familiarization Programme of Independent Directors

The details of familiarization programme for Independent Directors are available onCompany’s website at www.ettgroup.in/ investor section/Codes & Policies.

Separate Independent Directors’ Meeting

During the financial year ended March 31 2016 the Independent Directors met once onMarch 10 2016 without the presence of Executive Directors or Management representativesand discussed the following:

a) the performance of non-Independent Directors and the Board as a whole;

b) the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

Subsidiaries

As on March 31 2016 we have 1 direct subsidiary and 4 step-down subsidiaries namesof which are given hereinbelow:

1. M/s auxin Engineering Ltd.

2. M/s Uphill Farms Pvt. Ltd.*

3. M/s gST Hotel & resorts Pvt. Ltd.**

4. M/s ambience Buildtech Pvt. Ltd.**

5. M/s York Tech Pvt. Ltd.**#

* Subsidiary of M/s auxin Engineering Ltd.

** Subsidiary of M/s Uphill Farms Pvt. Ltd.

# During the current financial year the name of the Company has been changed fromOpulent Farms Pvt. Ltd. to York Tech Pvt. Ltd. w.e.f. October 26 2015.

During the current financial year M/s York Calltech Pvt. Ltd. And M/s Valley ComputechLtd. ceased to be step- down subsidiaries of the Company. The Hon’ble High Court ofPunjab and Haryana at Chandigarh vide its Order dated August 7 2015 approved the Schemeof Amalgamation for merger of M/s York Calltech Pvt. Ltd. And M/s Valley Computech Ltd.with M/s Uphill Farms Pvt. Ltd. effective from October 19 2015 the appointed date of thescheme being March 31 2015.

During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the

Companies Act 2013 we have prepared consolidated financial statements of the Companyand all of its subsidiaries which form part of the Annual Report. Further a statementcontaining the salient features of the financial statement of our subsidiaries in theprescribed format AOC-1 is appended as Annexure 2 to the Board’s report. Thestatement also provides the details of performance financial positions of each of thesubsidiaries.

In terms of the provisions of Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of its subsidiaries are available on ourwebsite www.ettgroup.in. These documents will also be available for inspection duringbusiness hours at our registered office.

Statutory Auditors

M/s L.D. Saraogi & Co. Chartered accountants (Firm regn. No. 005524N) and M/s VSD& associates Chartered accountants (Firm regn. No. 008726N) joint Statutory auditorsof the Company retire at the ensuing annual general Meeting and being eligible offerthemselves for re-appointment. Their continuance of appointment and payment ofremuneration are to be confirmed and approved in the ensuing Annual General Meeting. TheCompany has received a certificate from the above Auditors to the effect that if they arereappointed it would be in accordance with the provisions of Section 141 of the Companiesact 2013. The Board of Directors upon the recommendation of the audit Committee proposesthe re-appointment of M/s L.D. Saraogi & Co. Chartered accountants and M/s VSD &associates Chartered accountants as joint statutory auditors of the Company until theconclusion of next Annual General Meeting. Your Directors recommend their re-appointment.

Auditors’ Report

The observation of the auditors along with comments of the Board of Directors thereonis as follows:

1. The auditors have made an observation regarding delay in payment of statutory duesas referred to in point (vii)(b) of the annexure to the Independent auditors’ report.

In the opinion of the Board the comment of the auditors read with the Note no. 33 ofNotes to Financial Statements is self explanatory and do not warrant any specificclarification. Accounts along with notes and Independent auditors’ report (except asaforesaid) are self explanatory and do not require further explanation and clarification.

Secretarial Auditor

M/s Naresh Verma & associates Practicing Company Secretaries were appointed toconduct the secretarial audit of the Company for the financial year 2015-16 as requiredunder Section 204 of the Companies Act 2013 and Rules made thereunder. The secretarialaudit report for the financial year 2015-16 forms part of this report as Annexure 3. Thesecretarial audit report does not contain any qualification reservation or adverseremark.

The Board has appointed M/s Naresh Verma & associates Practicing CompanySecretaries as secretarial auditor of the Company for the financial year 2016-17.

Corporate Governance Report

The Corporate Governance Report as stipulated under the Listing Regulations formspart of this Report. Your Company has in place all the statutory Committees required underthe law. Details of Board Committees along with their terms of reference composition andmeetings of the Board and Board Committees held during the year are provided in theCorporate governance report.

The Company has adopted the policies in accordance with the Companies act 2013 and theListing regulations. These policies are available on the website of the Company atwww.ettgroup.in/investor section/Codes & Policies.

The extract of annual return in Form MgT 9 as required under Section 92(3) and rule 12of the Companies (Management and administration) rules 2014 is appended as an annexure 4to this report.

The requisite Certificate issued by M/s Naresh Verma & Associates CompanySecretaries in line with the Listing Regulations is annexed and forms part of theCorporate governance report.

Corporate Social Responsibility

In terms of Section 135 of the Companies act 2013 and the Companies (Corporate Socialresponsibility Policy) rules 2014 the Corporate Social responsibility (CSr) Committeeand CSR Policy are in place. CSR Policy is also placed on the website of the Company.

Your Company has not spend any amount on Corporate Social Responsibility activities interms of Section 135 of the Companies Act 2013 since the average net profits for last 3years derived is negative.

Report on CSR activities as required under Section 135 of the Companies act 2013 andthe rules framed thereunder is given as annexure 5 of the Directors report.

Audit Committee

Pursuant to the provisions of Section 177 of the Companies act 2013 your Company hasan audit Committee of the Board of Directors which comprises of the following members:

1. Mr. Harjit Singh Kalra Director - Chairman
2. Mr. ratinder Pal Singh Bhatia Director - Member
3. Mr. Sandeep Sethi Managing Director - Member
4. MRs. roopal Sharma Director - Member

During the year the audit Committee Meetings were conducted as per the provisions ofthe Listing regulations. The details about the functioning of the committee are beingenumerated in the Corporate governance report Section which is part of the annual reportfor the year ending March 31 2016.

Directors’ Responsibility Statement

As required under Section 134 of the Companies Act 2013 the Board of Directors of theCompany hereby states and confirms that:-

(a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

(b) the Company had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2016 and of the loss of theCompany for the year ended on that date;

(c) the proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts are prepared on a going concern basis;

(e) the internal financial controls are laid to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; and

(f) the proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

Vigil Mechanism/ Whistle Blower Policy

The Company has adopted a Whistle Blower Policy as part of vigil mechanism to provideappropriate avenues to the Directors and employees to report to the management instancesof unethical behaviour actual or suspected fraud or violation of the Company’s codeof conduct. The Company has provided dedicated e-mail id secretarial@ettgroup.in forreporting such concerns to Vigilance Officer or to the Chairman of the Audit Committee inexceptional cases. Alternatively employees can also send written communications to theCompany. The employees are encouraged to voice their concerns by way of whistle blowingand all the employees have been given access to the audit Committee. The Whistle BlowerPolicy is available on the website of the Company at www.ettgroup.in/investorsection/codes & policies.

Listing

The equity shares of your Company are listed on BSE Ltd. And ahmedabad Stock Exchange.The Securities and Exchange Board of India vide its order no. WTM/PS/45/MRD/DSA/NOV/2014dated November 19 2014 had withdrawn the recognition granted to Delhi Stock Exchange onaccount of irregularities and for non completion of demutualisation process. The annualListing fees for the financial year 2016-17 however have been paid to BSE Ltd. only. TheAhmedabad Stock Exchange have advised the Company that the Listing Fees is not required tobe paid since the said Exchange is under the process of exiting from the Securities andExchange Board of India. As the Company has not received any formal information regardingthe exit of the Delhi & ahmedabad Stock Exchanges the Company has been continuing tosend the listing compliances with the Exchanges till further instruction regarding theirexit.

Listing Agreement

The Securities and Exchange Board of India on September 2 2015 issued SEBI (ListingObligations and Disclosure requirements) regulations 2015 with the aim to consolidate andstreamline the provisions of the Listing agreement for different segments of capitalmarkets to ensure better enforceability. The said regulations were effective from December1 2015. Accordingly all listed entities were required to enter into the Listing Agreementwithin six months of the notification of the regulations. The Company entered into Listingagreement with BSE Limited during February 2016.

Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

The Company has in place the Policy on Prevention of Sexual Harassment at Workplace inline with the requirement of the Sexual Harassment of Women at the workplace (PreventionProhibition & redressal) act 2013. Internal Complaints Committee (ICC) is also inplace to consider and address sexual harassment complaints in accordance with the SexualHarassment of Women at the workplace (Prevention Prohibition & redressal) act 2013.

There were no complaint(s) received from any employee during the financial year2015-2016.

Risk Management Policy

In today’s economic environment risk Management is very important part of thebusiness. The main aim of risk management is to identify monitor and take precautionarymeasures in respect of the events that may pose risks for the business. Your Companyrecognizes risk management as an integral component of good corporate governance. TheCompany has developed and adopted a risk management policy. Risks are assessedencompasses Operational risks Internal Control risks External risks informationtechnology risks etc.

Significant and material orders passed by the Regulators or Courts or Tribunals

During the year no significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status and company’s operations infuture.

Acknowledgement

The Board acknowledges with gratitude the co-operation and assistance provided to yourCompany by its bankers and government as well as non-governmental agencies. The Boardwishes to place on record its appreciation to the committed services and contributionsmade by employees of the Company. Your Directors also thank the tenants vendors and otherbusiness associates for their continued support. Your Directors are thankful to theshareholders for their continued patronage and are confident that with their continuedcontributions and support the Company will achieve its objectives and emerge stronger inthe coming years.

For and on behalf of Board of Directors
Sd/- Sd/-
Sandeep Sethi Gurupreet Sangla
Managing Director Jt. Managing Director
DIN: 00053915 DIN: 00036988
New Delhi
August 26 2016