To the Members
The Directors are pleased to present their 33rd Report along with the audited accountsof the Company for the year ended 31st March 2017.
FINANCIAL PERFORMANCE :
The Company's financial performance for the year ended 31st March 2017 is summarizedbelow:
|Particulars ||2016-17 ||2015-16 |
|Total Revenue ||10091098.78 ||3128856.49 |
|Profit / (Loss) before Tax ||114259.85 ||(8161580.03) |
|Profit / (Loss) after Tax ||(164408.15) ||(5670497.03) |
The Total Revenue including other income of the Company stood at Rs. 10091098.78 in2016-17 as against Rs. 3128856.49 in 2015-16. The Company posted a loss after tax of Rs.(164408.15) in 2016-17 against loss of Rs. (5670497.03) 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 occurred between the end of thefinancial year and the date of the report affecting the financial position of the Company.
Subsidiaries and Associates
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 2016-17
There is loss in the financial year 2016-17.
During the F.Y. 2016-17 your Company has not accepted any deposits within the meaningof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount of principal or interest was outstanding as ondate of the 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.
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.
Pursuant to the provisions of section 177 of Companies Act 2013 your Company AuditCommittee consisting of requisite number of Independent Directors - Mr. Shiv KumarMandelia as Chairman Mr. Madhusudan Chokhani and Mrs. Lakshmi Devi Chokhani as members.
Board of Directors of the Company duly accepted the recommendations of Audit Committeemade during financial year 2016-17.
The Company established a Vigil Mechanism/ Whistle Blower Policy. The purpose of thismechanism is to provide a framework to report concerns about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy and provideadequate safeguards against victimization of the person availing this mechanism. ThisPolicy has been appropriately communicated within the organization and is effectivelyoperational. The policy provides mechanism whereby whistle blower may send protecteddisclosures directly to the Chairman of Audit Committee or Ethics Officer.
Risk Management As per the requirement of Regulation 17 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 thecompany laid 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 :
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 andprocedures.
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 2016-17 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 there under 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 the Independent Directors have beenuploaded on the website of the Company and may be accessed through 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
During the financial year 2016-17 Mr. Madhusudan Agarwal Practicing CharteredAccountant having more than 30 years of Experience in the field of finance audit andaccounts appointed as an additional director of the company w.e.f 16th March 2017. Inaccordance with the provisions of Section 149 152 and other applicable provisions ifany of the Companies Act 2013 read with Companies (Appointment and Qualification ofDirectors) Rules 2014 No director is liable to retire by rotation at the forthcomingAnnual General Meeting. In terms of provisions of Section 203 of the Companies Act 2013read with Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014the Board of Directors of the Company in its meeting held on 10th February 2017appointed Ms. Prerna Bajaj as Company Secretary (Key Managerial Personnel) of the Companyw.e.f 1st March 2017.
During the financial year 2016-17 Ms. Pooja Arora Company Secretary has resigned on01st October 2016.
The Board places on record its appreciation for their valuable contribution duringtheir association with your Company
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) the Directors hereby state and confirmthat :
(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 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 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 in the Corporate Governance Report of the AnnualReport. The evaluation 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 2016-17.
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.
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/Policy/Related%20Party%20Policy.pdf.
Moreover shareholders approval has already been accorded in General Meeting held on2015.
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 2016-17 is annexed herewith as Annexure D' tothis Report.
In terms of Section 134(3)(h) of the Companies Act and rules made there under duringthe 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 Year2016- 17 by the Company.
Foreign Exchange Earnings & outgo
| ||Current Year ||Previous Year |
| ||(2016-17) ||(2015-16) |
|Earnings ||Nil ||Nil |
|Outgo ||Nil ||Nil |
Auditor and Auditor's Report
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 35thAnnual General Meeting.
As required under Regulation 33 SEBI (LODR) 2015 the Auditors have also confirmedthat they hold a valid certificate issued by the Peer Review of the Institute of CharteredAccountants of India.
The Audit Committee and the Board of Directors recommended the ratification ofappointment of M/s B.K. Shroff & Co. Chartered Accountants as the Auditors of theCompany for the current financial year commencing from 1st April 2017 ending with 31stMarch 2018.
The observations of the Auditors in the Auditor's Report are explained wherevernecessary in the appropriate Notes to the Accounts.
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.
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 : 26th August 2017 || |