East Buildtech Ltd.
|BSE: 507917||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE706N01017|
|BSE 00:00 | 11 Apr||East Buildtech Ltd|
|NSE 05:30 | 01 Jan||East Buildtech Ltd|
|BSE: 507917||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE706N01017|
|BSE 00:00 | 11 Apr||East Buildtech Ltd|
|NSE 05:30 | 01 Jan||East Buildtech Ltd|
To the Members
The Directors are pleased to present their 36th Annual Report along with theaudited accounts of the Company for the year ended on 31s* March 2020.
FINANCIAL PERFORMANCE :
The Company's financial performance for the year ended on 31st March 2020is summarized below:
(Rs. in Lakhs)
The Total Revenue including other income of the Company stood at Rs.21.56 Lakhs in2019-20 as against Rs.27.39 Lakhs in 2018-19.The Company posted loss after tax ofRs.(17.20) Lakhs in 2019-20 against loss of Rs. (8.55) 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
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 andAnalysis is given in this Annual Report.
Considering the facts and prevailing circumstances your Directors have not recommendedany dividend for the financial year 2019-20.
The reserve for the financial year of Rs. 2019-20 showing in the balance sheet is Rs.445.12 Lakhs as against Rs. 461.91 Lakhs in previous financial year.
During the F.Y. 2019-20 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 Certihcate on Corporate Governance provided by PracticingCompany Secretaries.
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 TheCompany has not given any loans or guarantee or investment under the provision of section186 of the Companies Act 2013.
During the year under review the company has taken as an unsecured loan of Rs.1950000/- (Rupees Nineteen Lakh Fifty Thousand Only) on interest @ 9.50% per annum fromMr. Madhusudan Chokhani Managing Director of the Company due to meeting fundingrequirements of the company repayable at the end of 5 years from the date of its receipt.The declaration from Mr. Madhusudan Chokhani has received by the company that said amountof money has been given out of his own funds and is not being given out of funds acquiredby him through borrowing or accepting loans or deposits from others. Further during theyear under review the company has also taken an unsecured loan from M/s. KesriInvestments Limited a Non-Banking Financial Company (NBFC) of Rs. 1000000 (Rs. Ten LakhOnly) on interest @ 10.50% P.A. due to meeting funding requirements of the companyrepayable at the end of 5 years from the date of its receipt.
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 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 (Independent Director) and Mrs. Lakshmi DeviChokhani-Member (Independent Directors)
and Mr. Madhusudan Chokhani-Member (Managing Director). The Board of Directors of theCompany has duly accepted all the recommendations of Audit Committee made during ^nancialyear 2019-20.
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 Ofhcer. RiskManagement
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 system has been designed to provide for:
Adoption ofaccounting policies in line with applicable accounting standards.
Proper recording oftransactionswith 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 2019-20 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 conhrming 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 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%20 for%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 orderwas passed by Regulators or Courts or Tribunals duringthe year under review impacting the going concern status of your Company.
Changes in Directors and Key Managerial Personnel Appointments and Resignations
During the financial year 2019-20 No appointment of directors were made out and thecomposition is intact as of previous year.There was no director who has resigned from theoffice during the period.
However Mrs. Prerna Bajaj has tendered his resignation due to her personal reasonsfrom the position of Company Secretary and Compliance Officer (Key Managerial Personnel)of the Company with effect from 10th June 2019. The Company has accepted hisresignation and relieved her from responsibilities with effective from closing of businesshours on 10*h June 2019.
Further the Board of Directors of the Company at its meeting held on 1s*October 2019 has considered and approved the appointment of Ms. Richa Malhotra (ACS-56034) as Company Secretary cum Compliance Officer (Key Managerial Personnel) of theCompany with effect from 1s* October 2019.
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. Composition of Key Managerial Personnel(KMP) Pursuant to the provisions of Section 203 of the Act during the financial year2019-20 the Company has the following KMPs:
(*) Resigned with effect from 10h June 2019.
(**) Appointed with effect from 1s* October 2019.
Number of meetings of Board of Directors
During the year 2019-20 Five Board Meetings were convened and held. Details of thesame are given in the Corporate Governance Report which forms part of this report. Theintervening gap between any two meetings was within the period prescribed under the Actand the Listing Regulations.
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 judgments 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 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 (AuditNomination and Remuneration and Stakeholders Relationship Committee) and IndependentDirectors (without participation of the Director being evaluated) were also evaluated.Nomination and Remuneration Committee have laid down the criteria for performanceevaluation of all directors and Directors whose performance are subject to evaluation havenot 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 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 2019-20
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 asper the provision of Section 136 of the Companies Act 2013 the Report and the Accountsare being sent to all members of the Company.
Nomination and Remuneration Policy The Nomination & Remuneration Policy asapproved by the Board on the recommendation of the Nomination & Remuneration Committeeis 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 specihed by the CentraiGovernment 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 transactions which are in the ordinary course of business and at arm'slength basis. The Company has formulated a policy on Related Party Transactions which isavailable on website of the Company and can be accessed through the mentioned linkhttp://www.ebl. co.in/EBL/Policy/Related%20Party%20Policy.pdf. Moreover the shareholders'approval has already been taken in annual general meeting held in the year 2019. Relatedparty transactions (Form AOC- 2) pursuant to Section 134 (3)(h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 as entered by the Companyduring financial year 2019-20 is annexed herewith as Annexure D' to thisReport.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo Informationas required by Section 134 (3) (m) read with relevant rules of the Companies Act 2013 isset out as under:
Conservation of Energy
Provision for Conservation of Energy is not applicable on the Company.
Technology absorption adoption & innovation
There is no Technology absorption adoption & innovation in the Financial Year2019-20 by the Company.
Foreign Exchange Earnings & outgo
Auditor and Auditor's Report Statutory Auditors
M/s. B.K. Shroff & Co. Chartered Accountants was appointed as Statutory Auditorsof the Company at the 35*h Annual General Meeting of the Company to hold ofhcetill conclusion of 40th Annual General Meeting.The Audit Committee and Board ofDirectors of the Company has recommended the ratihcation of appointment of M/s. B. K.Shroff & Co. Chartered Accountants (Firm Registration No. 302166E) for the currentfinancial year 2020-21.
The Company has received a letter from them to the effect that their re-appointment ifmade would be within the prescribed 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 conhrmed that they hold a validcertihcate 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"to this Report. The Secretarial Audit Report does not contain any qualihcationsreservations 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.