Your Directors have pleasure in presenting their Annual Report on the businessand operations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2019.
|Particulars ||2019-2020 ||2018-19 |
|Income for the year ||39971014 ||35356129 |
|Expenditure for the year excluding Depreciation and Amortization Exp. ||80206002 ||187694408 |
|Profit or Loss before Depreciation and Amortization Exp ||-40234988 ||-152338279 |
|Less: Depreciation and Amortization Exp ||3941018 ||7455512 |
|Profit or Loss after Depreciation and Amortization Exp. But before Tax ||(44176007) ||(159793791) |
|Less: Tax ||5103656 ||0 |
|Profit or Loss After Tax ||(49279662) ||(159793791) |
Income from the business has increased as compared to previous year and consequentlytotal revenue for the year has also increased. However due to rise in cost of expensesthe Company has incurred loss during the year. The Management of the Company is takingefforts for the development of the Company.
Due to loss during the year the Company is not able to declare Dividend.
4. TRANSFER TO RESERVE:
Reserves & Surplus at the end of the year stood at (985730030) as compared to(697473718) at the beginning of the year.
5. SHARE CAPITAL:
At present the Company has only one class of shares - equity shares with face value of10/- each. The authorized share capital of the company is 400000000/- divided into40000000 equity shares of 10/- each. The paid up share capital of the company is205550470/- divided into 20555047 equity shares of 10/- each.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
7. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review several energy conservation initiatives were adoptedand were taken by the Company. There are no plans to import any kind of technology for theproject and hence information regarding its absorption is not applicable. There was noresearch activities carried out during the year as well as no foreign exchange income oroutgo during the year.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no such material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichcan affect the financial position of the Company.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
M/s. Ingram Micro India Private Limited had filed application against the Company underSection 9 of the Insolvency and Bankruptcy code and the Hon'ble National Company lawtribunal had passed an order of corporate Insolvency Resolution Process on 16thDecember 2019. However the same matter had been settled on 27.12.2019 and then Hon'bleNational Company Law Tribunal has passed an order of Withdrawal on 09thJanuary 2020 of corporate Insolvency Resolution Process. So No orders have been passed bythe Regulators/Court or Tribunals which can impact the going concern status and Company'soperation in future.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There are no Subsidiary/Joint Ventures/Associate Companies.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
12. MEETING OF BOARD OF DIRECTORS:
During the year under the review 9 (nine) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder and in compliance of SEBI Circular No. : SEBI/HO/CFD/CMD1/CIR/P/2020/106 dated24th June2020 and SEBI/HO/CFD/CMD1/CIR/P/2020/140 dated 29th July2020. Details of Board and Board committee meetings held during the year are given in theCorporate Governance Report. The Board meeting dates are finalized in consultation withall directors and agenda papers backed up by comprehensive notes and detailed backgroundinformation are circulated well in advance before the date of the meeting thereby enablingthe Board to take informed decisions.
The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013 and in compliance of SEBI Circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/106 dated 24th June2020 and Circular No.:SEBI/HO/CFD/CMD1/CIR/P/2020/140 dated 29th July 2020.
13. WEBADDRESS FOR ANNUAL RETURN:
In line with the requirement of the Companies (Amendment) Act 2017 effective from31st July 2018 the extract of annual return is no longer required to be part of theBoard's Report. However for the compliance of conditions of Section 92 and Section 134 ofthe Act copy of the Annual Return for the financial year ended 31st March 2020 shall beplaced on the Company's website at:https://www.ecsbiztech.eom/investors#1593601691533-2c41f98a-6684
All the Properties of the Company are adequately insured.
15. RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions made by the Companywhich may have a potential conflict with the interest of the Company at large and thusdisclosure in Form AOC-2 is not required as per Section 134(3)(h) of the companies Act.However A statement giving details of all related party transactions is placed before theAudit Committee and the Board of Directors on a half Yearly basis in form of AOC-2 isenclosed herewith as Annexure-II.
16. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning. In accordance with the provisions of Section 152 ofthe Companies Act 2013 and Articles of Association of the Company Mr. Vijay Mandoraretires by rotation at the ensuing Annual General Meeting and being eligible in terms ofSection 164 of the Act offers himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
17. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements)
Regulations 2015 the Board had carried out performance evaluation of its own theBoard Committees and of the Independent directors.
Independent Directors at a separate meeting evaluated performance of theNon-Independent Directors Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
18. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director.
19. MANAGERIAL REMUNERATION:
The Company had not paid any remuneration to Executive Directors or Non-Executive orIndependent Director during the financial year ended 31st March 2020 due to loss of thecompany
20. DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018.
21. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board has notre-constituted any of its Committees.
There are currently Three Committees of the Board as follows:
Nomination and Remuneration Committee Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance apart of this Annual Report.
A. Statutory Auditors
M/s. Purshottam Khandelwal & Co. (Firm Registration No. 123825W) CharteredAccountants Ahmedabad Statutory Auditors were re-appointed for a period till theconclusion of Annual General Meeting to be held in 2022 subject to ratification at everyAnnual General Meeting in terms of Section 139 of the Companies Act 2013.
M/s. Purshottam Khandelwal & Co. (Firm Registration No. 123825W) CharteredAccountants Ahmedabad have confirmed their eligibility and willingness for the next termfrom the conclusion of ensuing annual general meeting to the conclusion of annual generalmeeting to be held in 2022. The Board of Directors therefore recommends appointment forF.Y. 2020-2021 of M/s. Purshottam Khandelwal & Co. (Firm Registration No. 123825W)Chartered Accountants as statutory auditors of the company for the approval ofShareholders.
The Company has obtained a written confirmation under section 139 of the Companies Act2013 from M/s. Purshottam Khandelwal & Co. that their appointment if made would bein conformity with the limits specified under the Act. The Report given by the Auditors onthe financial statements of the Company is part of the Annual Report. The notes to theaccounts referred to in the Auditors' Report are self-explanatory and therefore do notcall for any further comments.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr.GautamVirsadiya Practicing Company Secretary Ahmedabad to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV
There is no qualification reservation or adverse remark in the report.
C. Internal Auditors:
The Board of Directors has appointed M/s. Anant Rathod& Associates CharteredAccountant as Internal Auditors of the Company for FY 2019-2020
23. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Financial Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Company has appointed M/s. Anant Rathod & Associates CharteredAccountant (FRN 148524W) as an Internal Auditors of the Company. The Audit Committee inconsultation with the internal auditors formulates the scope functioning periodicity andmethodology for conducting the internal audit. The internal auditors carry out auditcovering inter alia monitoring and evaluating the efficiency & adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies at all locations and submit their periodical internal auditreports to the Audit Committee. Based on the internal audit report and review by the Auditcommittee process owners undertake necessary actions in their respective areas. Theinternal auditors have expressed that the internal control system in the Company is robustand effective. The Board has also put in place requisite legal compliance framework toensure compliance of all the applicable laws and that such systems are adequate andoperating effectively.
24. RISK MANAGEMENT:
The Company has laid down a Risk Management Policy defining Risk profiles involvingStrategic Technological Operational Financial Organizational Legal and Regulatoryrisks within a well- defined framework. The Risk Management Policy acts as an enabler ofgrowth for the Company by helping its businesses to identify the inherent risks assessevaluate and monitor these risks continuously and undertake effective steps to managethese risks. . The same has also been adopted by your Board and is also subject to itsreview from time to time. Risk mitigation process and measures have been also formulatedand clearly spelled out in the said policy.
25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 and Regulation 22 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has constituted a Whistle Blower Policy/ Vigil Mechanism toestablish a vigil mechanism for the directors and employees to report genuine concerns insuch manner as may be prescribed and to report to the management instances of unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct. TheCompany hereby affirms that it has not denied access to any person to the Audit Committeeand that it has mechanism to provide protection to the Whistle Blower as per the WhistleBlower Policy of the Company. Whistle Blower Policy/ Vigil Mechanism is available on thewebsite of the Company : http://www.ecsbiztech.com
26. DISCLOSURE PRETAINING TO THE NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR FORCEDLABOUR INVOLUNTARY LABOUR THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 IN THE LAST FINANCIAL YEAR AND PENDING AS ON THE ENDOF THE FINANCIAL YEAR::
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition&Redressal) Act 2013. Internal Complaints Prohibition Complaints Committee (ICC) hasbeen set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. During thefinancial year 2019-20 no case/complaint was reported under Child labour/ forced labour/involuntary labour and Discriminatory employment related matters.
27. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
28. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act 2013 and to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state that-
i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii. The directors had 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 31stMarch 2019 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during the financial year 2019-20.
29. CORPORATE GOVERNANCE:
As a good governance practice a detailed report on Corporate Governance is given as apart of the Annual Report. The Certificate of the non-applicability of submission ofReport on Corporate Governance is attached to the Report on Corporate Governance. Reporton Corporate Governance is given elsewhere in this Annual Report herewith attached as ANNEXUREV.
30. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India.
31. CORPORATE GOVERNANCE CERTIFICATE
The Certificate of the non-applicability of submission of Report on CorporateGovernance as stipulated in Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is appended to the report on CorporateGovernance herewith attached as Annexure VI.
32. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not covered under section 135 of Companies Act 2013 hence detailsregarding policy on Corporate Social Responsibility is not applicable to the Company.
33. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.
Your Directors take this opportunity to express their gratitude for the unstintedcommitment dedication hard work and significant contribution made by employees at alllevels in ensuring sustained growth of the Company. Your Directors also sincerely thank toall the stakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.
|Date: 03.09.2020 ||For and on behalf of Board of Directors of |
|Place: Ahmedabad ||ECS Biztech Limited |
| ||Vijay Mansinhbhai Mandora |
| ||Managing Director |
| ||DIN: 00328792 |