|BSE: 537707||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE546I01017|
|BSE 15:03 | 14 Nov||ETT Ltd|
|NSE 05:30 | 01 Jan||ETT Ltd|
|BSE: 537707||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE546I01017|
|BSE 15:03 | 14 Nov||ETT Ltd|
|NSE 05:30 | 01 Jan||ETT Ltd|
The Board of Directors hereby submits the report of the business and operations of yourCompany together with the audited financial statements for the financial year ended March31 2017.
Results of Operations
Your Company's performance during the year as compared with that during the previousyear is summarized below:
(Amt. in Rs. Lacs)
Year in retrospect and overview Financial Performance
During the year under review the total income of the Company was Rs. 438.84 Lac asagainst income of Rs. 418 Lac in previous year ended March 31 2016. The Company earned aprofit of Rs. 24.95 Lac as against loss of Rs. 167.51 Lac in the previous year.
Other Material Changes
Redemption of preference shares
During the year under review the total preference share capital comprising of10000000 unlisted non cumulative non participating redeemable preference shares of Rs.10/- each which was due for redemption on or before March 31 2017 was redeemed by theCompany on March 24 2017.
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 2017 and the date of this Report.
Management's discussion and analysis
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure
Requirements) Regulations 2015 (hereinafter referred to as Listing Regulations) theManagement's discussion and analysis is set out in this Annual Report.
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 on Company'swebsite at www.ettgroup.in/investor section/codes & policies. The policy intends toensure that proper reporting approval and disclosure processes are in place for alltransactions 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 no materiallysignificant related party transactions made by the Company which may have potentialconflict with interest of the Company at large. Accordingly particulars of contracts orarrangements with related parties referred to in Section 188(1) in Form AOC-2 do not formpart of the report.
In view of future expansion the Directors do not recommend any dividend for the yearended March 31 2017.
The Company has neither accepted nor renewed any deposits during the year under review.
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 andDirectors.
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.
Directors and Key Managerial Personnel
As per the Articles of Association of the Company and the relevant provisions of theCompanies Act 2013 Mr. Harvinder Singh (DIN 00037072) will retire by rotation at theensuing Annual General Meeting and being eligible offer himself for reappointment.Keeping in view his expertise experience and knowledge the Board considers it desirableto continue to avail his services and recommends his re-appointment.
Meetings of the Board
9 (Nine) 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.
Declaration by Independent Directors
The Company has received necessary declaration from each of the Independent Directorunder Section 149(7) of the Companies Act 2013 that he/ she meets all the requirementsspecified under Section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations.
Familiarization Program of Independent Directors
The details of familiarization program 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 2017 the Independent Directors met once onMarch 10 2017 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.
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.
During the year under review one of the Joint Statutory Auditors of the Company M/sL.D. Saraogi & Co. Chartered Accountants (FRN 005524N) has resigned from the officeof Statutory Auditors of the Company due to their pre-occupation with effect from January12 2017.
The existing Statutory Auditors M/s VSD & Associates Chartered Accountants (FRN :008726N) were appointed at the 23rd Annual General Meeting until the conclusion of the24th Annual General Meeting. In view of the mandatory requirement for rotation of auditorsupon completion of 10 years of association with a company in terms of Section 139 of theCompanies
Act 2013 M/s VSD & Associates Chartered Accountants will retire as theCompany's Auditors at the conclusion of the ensuing 24th Annual General Meeting. It isproposed to appoint M/s Ram Rattan & Associates Chartered Accountants (FRN : 004472N)as the new Statutory Auditors of the Company. M/s Ram Rattan & Associates CharteredAccountants are proposed to be appointed for a period of continuous years i.e. from theconclusion of 24th Annual General Meeting till the conclusion of 29th Annual GeneralMeeting of the Company.
M/s Ram Rattan & Associates Chartered Accountants have informed the Company thattheir appointment if made would be within the limits prescribed under Section 141 of theCompanies Act 2013 and have also confirmed that they have subjected themselves to thepeer review process of the Institute of Chartered Accountants of India (ICAI') andhold valid certificates issued by the Peer Review Board of the ICAI. M/s Ram Rattan &Associates have also furnished a declaration in terms of Section 141 of the CompaniesAct 2013 that they are eligible to be appointed as auditors and that they have notincurred any disqualification under the Companies Act 2013.
The Board recommends appointment of M/s Ram Rattan & Associates CharteredAccountants as Statutory Auditors of the Company from the conclusion of 24th AnnualGeneral Meeting up to the conclusion of 29th Annual General Meeting of the Companysubject to at every Annual General Meeting.
The Board of Directors places on record its appreciation for the services rendered byM/s VSD & Associates Chartered Accountants as the Statutory Auditors of the Company.
Members' attention is drawn to a Resolution proposing the appointment of M/s Ram Rattan& Associates Chartered Accountants as the new Statutory Auditors of the Company whichis included in the Notice convening the 24th Annual General Meeting.
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 "A" to the IndependentAuditors' 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 as aforesaid) areself explanatory and do not require further explanation and clarification.
M/s Naresh Verma & Associates Practicing Company Secretaries were appointed toconduct the secretarial audit of the Company for the financial year 2016-17 as requiredunder Section 204 of the Companies Act 2013 and Rules made thereunder. The secretarialaudit report for the financial year 2016-17 forms part of this report as Annexure 2.
The observation of the Secretarial Auditor along with comments of the Board ofDirectors thereon is as follows:
1. The Auditor has made an observation regarding delay in submission of financialresults for quarter and year ended March 31 2017.
In the opinion of the Board the comment of the Auditors is self explanatory and do notwarrant any specific clarification.
The Board has appointed M/s Naresh Verma & Associates Practicing CompanySecretaries as secretarial auditor of the Company for the financial year 2017-18.
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 inForm MGT 9 as required under Section 92(3) and Rule 12 of the Companies (Management andAdministration) Rules 2014 is appended as an Annexure 3 to 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 4 of the Directors Report.
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:
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 2017.
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 2017 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 2017 and of the profit 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 code ofconduct. The Company has provided dedicated e-mail id email@example.com 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.
The equity shares of your Company are listed on BSE Ltd. The Ahmedabad Stock Exchangevide its letter no. ASEL/362 dated January 19 2017 has intimated to the Company aboutits undergoing exit policy and advised the Company to do all compliance with the Stockexchange where the Company is further listed i.e. BSE Ltd. and not with the AhmedabadStock Exchange Limited hence the capital of the Company is now deemed not be listed onAhmedabad Stock Exchange Limited.
The Annual Listing fee for the financial year 2017-18 has been paid to BSE Ltd.
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 year2016-2017.
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
Company recognizes risk management as an integral component of good corporategovernance. The Company has developed and adopted a risk management policy. Risks areassessed encompasses Operational risks Internal Control risks External risksinformation technology 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 in future.
Electronic copies of the Annual Report 2016-17 and the Notice of the 24th AnnualGeneral Meeting are sent to all the members whose email addresses are registered with theCompany/ depository participant(s). For members who have not registered their emailaddress physical copies are sent in the permitted mode.
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 andexpenditure of the Company during the year under review were Nil (Previous Year: Nil) andRs. 20802/- (Previous Year: Rs. 19622/-) respectively on account of membership fees ofUnited States Green Building Council (USGBC).
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.
Annexure 1 Statement of Disclosure of Remuneration under Section 197 of Companies Act2013 and Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014
1) Ratio of the remuneration of each Director/ KMP to median remuneration of all theemployees of the Company for the financial year:
Notes: a) The ratio of remuneration to median remuneration is based on remunerationpaid during the period 1 April 2016 to 31 March 2017.
2) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The average increase in Salaries of employees other than managerial personnel in2016-2017 was 10.00%. Percent-age increase in the managerial remuneration for the year wasNil.
3) The key parameters for any variable component of remuneration availed by thedirectors: Not applicable since no variable components forms part of remuneration ofDirectors.
4) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.
5) The statement containing particulars of the employees as required under Section197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016.
(a) Top ten employees in term of remuneration drawn