To the Members
The Directors are pleased to present their 35th Report along with the audited accountsof the Company for the year ended 31st March 2019.
FINANCIAL PERFORMANCE :
The Company's financial ended 31st March 2019 is summarized below:
|Particulars ||2018-19 ||2017-18 |
|Total Revenue including other income || |
|Total Expenses || |
|Profit / (Loss) before Tax || |
|Profit / (Loss) after Tax || |
The Total Revenue including other income of the Company stood at Rs. 27.39 lakhs in2018-19 as against Rs.116.33 Lakhs in 2017-18.The Company posted loss after tax of Rs.(8.55) Lakhs in 2018-19 against profit of Rs. 45.86 Lakhs in the previous year.
During the year under review there has been no change in the nature of business of theCompany.
Further no material changes and commitments have year and the occurred between the endof the financial position of the date of the report affecting Company.
Subsidiaries and Associates
The Company doesn't have any Subsidiaries or Associates Company.
Pursuant to Regulation 24 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company is required 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.
Considering the facts and prevailing circumstances your Directors have not recommendedany dividend for the financial year 2018-19.
The reserve for the financial year of Rs. 2018-19 showing in the balance sheet is Rs.461.91 Lakhs as against Rs. 470.31 Lakhs in previous financial year.
During the F.Y. 2018-19 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.
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.
During the year under review the company has taken as an unsecured loan of Rs.1300000/- (Rupees Thirteen Lakh Only) on interest @ 9.50% per annum from Mr. MadhusudanChokhani Managing Director of the Company due to meeting funding requirements of thecompany. The declaration from Mr. Madhusudan Chokhani has received by the company thatsaid amount of money has been given out of his own funds and is not being given out offunds acquired by him through borrowing or accepting loans or deposits from others.
Meetings of the Board and Committees
The details in respect to the number of Board and
Committees meetings of your Company are set out in the Corporate Governance Reportwhich forms part of this Report.
Pursuant to the provisions of section 177 and applicable provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the composition of an AuditCommittee consisting of requisite number of Independent Directors and other Directors i.e.Mr. Shiv Kumar Mandelia-Chairman Mrs. Lakshmi Devi Chokhani-Member (IndependentDirectors) and Mr. Madhusudan Chokhani-Member (Managing Director). The Board ofDirectors of the Company has duly accepted all the recommendations of Audit Committee madeduring financial year 2018-19.
The Company 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 to the Chairman of Audit Committee or Ethics Officer.
As per the requirement of Regulation 17 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the company laid downthe procedures to inform Board members about the risk assessment and minimizationprocedures and the Board was responsible for framing implementing and monitoring the riskmanagement plan for the company. The Company has developed and implemented a RiskManagement Policy to identify and mitigate key risks that may threaten the existence ofthe Company.
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference tofinancial statements. Such has been designed to provide for:
Adoption 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 and procedures.
The management of your Company periodically reviews the financial performance againstthe approved plans across various parameters and takes necessary action wherevernecessary.
Fraud Reported By Auditor
There was no fraud by the Company during the financial year 2018-19 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 received declaration from all the Independent Directors confirming thatthey meet the criteria of Independence as prescribed under the provisions of CompaniesAct 2013 read with the Schedules and Rules made thereunder as well as Regulation 25 &26 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The details of the familiarization programme for theIndependent Directors have been uploaded on the website of the Company and may be accessedthrough the link:http:// www.ebl.co.in/EBL/Policy/Familiarisation_Programme%20for%20Independent%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 2018-19 No appointment of directors and key managerialpersonnels were made out and the composition is intact as of previous year. Howeverre-appointment of Mr. Shiv Kumar Mandelia and Mrs. Lakshmi Devi Chokhani as an IndependentDirectors and Mr. Madhusudan Chokhani as Managing Director for further period of 5 yearswas approved by the members in their previous Annual General Meeting held on 27thSeptember 2018.
In 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 Mr. Madhusudan Agarwal is liable to retire by rotation at theforthcoming Annual General Meeting.
None of the directors of the Company are disqualified under Section 164 (2) of theCompanies Act 2013. Your directors have made necessary disclosures as required undervarious provisions of the Companies Act 2013.
There is no director and key managerial person who has resigned from the office duringthe period 2018-19. After the financial year 2018-19 Mrs. Prerna Bajaj has tendered herresignation with effect from closing of business hours of 10th day of June 2019.
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 for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany 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 to 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 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 Independent Directors at their meeting without participation of the Non-IndependentDirectors and Management considered/evaluated the Boards' performance Performance of theChairman and other Non- Independent Directors. The Board subsequently evaluated theperformance of Independent Directors as per the criteria laid down and has recommendedtheir continuation on the Board of the Company. The working of its Committees
(Audit Nomination and Remuneration and Stakeholders Relationship Committee) andIndependent Directors (without participation of the Director being evaluated) were alsoevaluated. Nomination and Remuneration Committee have laid down the criteria forperformance evaluation of all directors and Directors whose performance are subject toevaluation have not participated in the meeting.
The evaluation criteria as laid down by the Nomination & Remuneration Committeeincluded various aspects of the functioning of Board such as composition process &procedures including adequate & timely information attendance delegation ofresponsibilities decision-making; roles &responsibilities including monitoringbenchmarking feedback; stakeholder relationship and committees. The performance ofIndividual Directors including the Chairman was evaluated on various parameters such asknowledge & experience interest of stakeholders time devoted etc. The evaluationprocess has been explained in the Corporate Governance Report of the Annual Report. Theevaluation of Independent Directors was based on aspects like participation in &contribution to the Board decisions knowledge & experience and judgment.
The Company recognizes and embraces the importance of diversity in the Board in itssuccess. We believe that a truly diverse Board will leverage difference in thoughtperspective knowledge skill regional and industry experience culture and geographicalbackground age 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 2018-19.
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 perthe provision of Section 136 of the Companies Act 2013 the Report and the Accounts arebeing sent 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.
Maintenance of Cost Records
During the period under review maintenance of cost records as specified by the CentralGovernment under sub section (1) of 148 of the Companies Act 2013 is not required to bemaintained by the company.
Related party transactions
The Board has accorded its approval for entering into any related party transactionswhich are 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/Policy/Related%20Party%20Policy.pdf.
Moreover the shareholders' approval has already been taken in annual general meetingheld in the year 2015. Related party transactions (Form AOC- 2) pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules2014 as entered by the Company during financial year 2018-19 is annexed herewith asAnnexure D' to this Report.
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 Year2018-19 by the Company.
Foreign Exchange Earnings & outgo
| ||Current Year ||Previous Year |
| ||(2018-19) ||(2017-18) |
|Earnings ||Nil ||Nil |
|Outgo ||Nil ||Nil |
Auditor and Auditor's Report Statutory Auditors
M/s. B.K. Shroff & Co. Chartered Accountants was appointed as Statutory Auditorsof the Company at the 32nd Annual General Meeting of the Company to hold office tillconclusion of 35th Annual General Meeting.The tenure of the auditors will be completed atensuing annual general meeting. The Board of Directors on recommendation of AuditCommittee has proposed the appointment of M/s. B. K. Shroff & Co. CharteredAccountants (Firm Registration No. 302166E) for further period of five years in 35thAnnual General Meeting till the conclusion of 40th Annual General Meeting of the Companysubject to approval of the shareholders at every general meeting. The Company has receiveda letter from them to the effect that their appointment if made would be within theprescribed limits under Section 139 of the Companies Act 2013.
As required under Regulation 33 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review of the Institute of Chartered Accountants of India.
Accounts and Audit
The observations of the Auditors in the Statutory Auditor's Report are explainedwherever necessary in the appropriate Notes to the Accounts. Notes to accounts referredto in the Auditor's Report are self-explanatory and therefore do not require call for anyfurther explanation.
In accordance with the provisions of Section 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Ms. Sapna Garg ACS Practicing Company Secretary and proprietor ofM/s. Sapna Garg & Associates Company Secretaries to conduct the Secretarial Audit ofthe Company. The Secretarial Audit Report is annexed herewith as "Annexure E" tothis Report. The Secretarial Audit Report does not contain any qualificationsreservations or adverse remark.
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 theencouragement and support extended by our valued Shareholders.
On behalf of the Board of Directors
DIN No. 00307234
Place : New Delhi
Date : 9th August 2019