The Members of EIMCO ELECON (INDIA) LIMITED
The Directors take pleasure in presenting the 47th Annual Report together with theAudited Financial Statements for the Financial Year ended on 31st March 2021.
1. HIGHLIGHTS OF PERFORMANCE
Total Revenue for the year increased to Rs. 13717.07 Lakh as compared to Rs. 11860.74Lakh in the previous year. Profit Before Tax for the year was Rs. 1427.01 Lakh ascompared to Rs. 1020.16 Lakh in the previous year. Profit After Tax for the year wasRs.1125.70 Lakh as compared to Rs. 940.60 Lakh in the previous year.
2. FINANCIAL RESULTS
| || || || ||(Rs. in Lakh) |
|Particulars ||31-03-2021 Standalone ||31-03-2020 Standalone ||31-03-2021 Consolidated ||31-03-2020 Consolidated |
|Revenue from Operations ||12584.02 ||10791.06 ||12584.02 ||10791.06 |
|Other Income ||1133.05 ||1069.68 ||1133.05 ||1069.68 |
|Total Income from Operations ||13717.07 ||11860.74 ||13717.07 ||11860.74 |
|Profit Before Tax ||1427.01 ||1020.16 ||1428.81 ||1020.16 |
|Tax Expenses ||301.31 ||79.56 ||301.31 ||79.56 |
|Share in Profit of Associates ||- ||- ||1.80 ||8.22 |
|Profit for the Year ||1125.70 ||940.60 ||1127.50 ||948.82 |
|Other Comprehensive Income ||(1.09) ||(0.93) ||(1.09) ||(0.93) |
|Total Comprehensive Income for the year ||1124.61 ||939.67 ||1126.41 ||947.89 |
|Equity Reserves ||31849.49 ||31013.30 ||32154.31 ||31316.32 |
Your directors recommend for your consideration a dividend of 50% i.e. Rs. 5/- pershare on 5768385 equity shares of Rs.10/- each for the year ended on 31st March 2021(Previous Year Rs.5/- per share on 5768385 equity shares of ' 10/- each). Dividend issubject to approval of members at the ensuing Annual General Meeting (AGM) and shall besubject to deduction of income tax at source.
The Dividend Distribution Policy is available on the Company's websitewww.eimcoelecon.in.
During the year the unclaimed dividend pertaining to the Financial Year 2012-13 hasbeen transferred to the Investor Education & Protection Fund.
4. TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for theFinancial Year 2020-21 in the Statement of Profit & Loss.
5. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has neither subsidiary nor Joint Venture Company.
Associate Company :
Eimco Elecon Electricals Limited
Your Company holds 47.62% of the Equity Shares of Eimco Elecon Electricals Limited. Theprofit of the Associate for the Financial Year ended on 31st March 2021 was Rs. 3.77 Lakhas against profit of Rs.17.27 Lakh for the previous year.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared in accordance withthe relevant Indian Accounting Standards as per the Companies (Indian AccountingStandards) Rules 2015 as amended by the Companies (Accounting Standards) Rules 2016notified under Section 133 of the Companies Act 2013 and form an integral part of thisReport. Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries/ Associate Companies/ Joint Ventures is given in Form AOC-1which forms an integral part of this Report.
6. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2021 was Rs. 576.84 Lakh. During theyear under review the Company has neither issued shares with differential voting rightsnor granted stock options or sweat equity.
The Company continues to focus on judicious management of its working capital.Receivables Inventories and other working capital parameters were kept under strict checkthrough continuous monitoring. The whole of the properties of the Company have beensuitably insured.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the financial statements provided in this Annual Report.
9. FIXED DEPOSITS
The Company has not accepted any deposit from public falling within the ambit ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014. There are no unpaid / unclaimed deposits as on 31st March 2021.
Director Retiring by Rotation
Shri Pradip M. Patel retires by rotation at the forthcoming Annual General Meeting ofthe Company and being eligible offers himself for re-appointment. The Board recommendshis appointment for your approval.
Re-appointment of Independent Directors
The term of office of Ms. Reena P. Bhagwati as an Independent Director will expire on8th November 2021. The Board of Directors based on the performance evaluation and as perthe recommendation of the Nomination and Remuneration Committee has recommended there-appointment of Ms. Reena P. Bhagwati as an Independent Director of the Company for asecond term of 5 (five) consecutive years on the expiry of her current term of office. TheBoard considers that given her background experience and contributions made by herduring her tenure the continued association of Ms. Reena P. Bhagwati would be beneficialto the Company.
The Independent Directors met on 9th March 2021 without the attendance ofNon-Independent Directors and members of the management. The Independent Directorsreviewed the performance of NonIndependent Directors and Board as a whole and assessed thequality quantity and timeliness of flow of information between the Company Management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.
Statutory Declarations / Disclosures by Directors:-
All Independent Directors of the Company have given declarations to the Company underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independence asprovided in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
None of the Director of your Company is disqualified as per the provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the frame work of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutorycost and secretarial auditors and the reviews performed by the Management and the relevantBoard Committees including the Audit Committee the Board is of the opinion that theCompany's internal financial controls were adequate and effective during the year ended on31st March 2021. Accordingly pursuant to Section 134(5) of the Companies Act 2013based on the above and the representations received from the Operating Management theBoard of Directors to the best of their knowledge and ability confirm that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there were no material departures therefrom;
(ii) They have in the selection of the accounting policies consulted the statutoryauditors and have applied their recommendations consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2021 and of the profit of the Company for theyear ended on that date;
(iii) They have taken proper and sufficient care 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;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively during theyear ended on 31st March 2021; and
(vi) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively during theyear ended on 31st March 2021.
12. KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March 2021 Shri Mukulnarayan Dwivedi Executive Director; Shri N. D.Shelat Chief Financial Officer and Shri Rikenkumar Dalwadi Company Secretary aredesignated as KMP of the Company.
13. COMMITTEES OF THE BOARD
The Board of Directors have the following Committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders' Relationship Committee
d. Corporate Social Responsibility Committee.
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and notifications/ circulars of SEBI the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Committees. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.
15. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management Personneland their remuneration. The weblink of the policy is https://eimcoelecon.in/wp-content/uploads/2020/06/THE- NOMINATION-AND-REMUNERATION-POLICY.pdf.
16. NUMBER OF MEETINGS OF THE BOARD
During the year under review the Board met 4 times. The meeting details are providedin the Corporate Governance Report that forms part of this Annual Report. The maximuminterval between any two meetings are as prescribed under the Companies Act 2013.
17. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of the Company's business.
All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Prior approval of the Audit Committee is obtained for the transactions which areof a foreseen and repetitive nature and in the ordinary course of the Company's business.Transactions with related parties are disclosed in the notes to accounts to the financialstatements.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. The weblink of the policy ishttps://eimcoelecon.in/wp-content/uploads/2012/11/ Related-Partv-Policv-EIMCO.pdf.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
As part of its initiatives under the Corporate Social Responsibility (CSR) the Companyhas undertaken projects in the area of education and health care. These projects are inaccordance with Schedule VII of the Companies Act 2013 and the Company's CSR policy. TheAnnual Report on CSR activities is annexed herewith as Annexure A'.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
20. MANAGEMENT'S DISCUSSION AND ANALYSIS
A detailed review of the operations performance and future outlook of the Company isgiven in the Management's Discussion and Analysis appearing as Annexure B' tothis Report.
21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation systems which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to Messrs C.F. Patel &Co. Chartered Accountants. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors the Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actions aretaken by the Management. Audit plays a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the Managementare presented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established Vigil Mechanism system and framed Whistle Blower Policy.Whistle Blower Policy is disclosed on the website of the Company at following web-link-https://eimcoelecon. in/wp-content/uploads/2021/06/The-Whistle-Blower- Policv2021-06-03.pdf.
23. CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards for good CorporateGovernance. It has taken adequate steps to ensure that the provisions of CorporateGovernance as prescribed under the Companies Act 2013 and the SEBI (LODR) Regulations2015 are complied with.
A detailed report on Corporate Governance is appearing as Annexure C' tothis Report along with the Auditors' Certificate on its compliance by the Company.
24. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company are set out in the Annexure D' tothe Board's Report.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO
The information on conservation of energy technology of absorption and foreignexchange earning and outgo stipulated under Section 134(3) (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is given in Annexure E'forming part of this report.
26. STATUTORY AUDITORS
Messrs Thacker Butala Desai Chartered Accountants Navsari were appointed as theStatutory Auditors of the Company for a period of 5 (five) consecutive years at the 43rdAnnual General Meeting of the Company.
There is no audit qualification reservation or adverse remark in the Auditors' Reportfor the year under review.
27. COST AUDITORS
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its activity are required to be audited. Your Directors have on therecommendation of the Audit Committee appointed Messrs Y. S. Thakar & Co. CostAccountants to audit the cost accounts of the Company for the financial year ending 31stMarch 2022 on a remuneration of ' 45000/- plus taxes as applicable and out of pocketexpenses. As required under the Companies Act 2013 the remuneration payable to the CostAuditors is required to be placed before the Members in a general meeting for theirratification. Accordingly a Resolution seeking Members' ratification for the remunerationpayable to Messrs Y. S. Thakar & Co. Cost Accountants the Cost Auditors is includedat Item No. 6 of the Notice convening the Annual General Meeting.
28. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Messrs D. G. Bhimani & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit carried out during the year 2020-21 is annexed herewith as Annexure F'.There is no secretarial audit qualification for the year under review.
29. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on 31st March 2021 is available on the Company's website athttps://eimcoelecon.in/wp- content/uploads/2021/07/MGT-7 2021-07-09.pdf.
The Company takes a very pragmatic approach towards insurance. Adequate insurance coverhas been taken for all movable and immovable assets for various types of risks.
31. REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Companies Act 2013 and Rules framed thereunder.
32. RISK MANAGEMENT
Although it is not mandatory for the Company the Board of Directors of your Companyhas constituted a Risk Management Committee to assist the Board in overseeing andapproving the Company's enterprise wide risk management framework. The Company monitorsand reports on the principal risks and uncertainties that can impact its ability toachieve its strategic objectives.
33. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainee)are covered under the policy.
The following is a summary of sexual harassment complaints received and disposed-offduring the year 2020-21:
|No. of complaints received : ||Nil |
|No. of complaints disposed off : ||N.A |
|No. of complaints pending : ||Nil |
The policy on Sexual Harassment at workplace is placed on the Company's website athttps:// eimcoelecon.in/wp-content/uploads/2019/04/Sexual- Harassment-Policy.pdf.
34. INDUSTRIAL RELATIONS/PERSONNEL
Your Company is committed to upholding its excellent reputation in the field ofIndustrial relations. Through continuous efforts the Company invests and improvisesdevelopment programmes for its employees.
35. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
On appointment the concerned Director is issued a Letter of Appointment setting out indetail the terms of appointment duties responsibilities and expected time commitments.During the first Board Meeting attended each newly appointed Independent Director istaken through a formal induction program including the presentation from the Whole-timeDirector on the Company's manufacturing marketing finance and other important aspects.The Company Secretary briefs the Director about his/her legal and regulatoryresponsibilities as a Director.
The Familiarization Programme for Independent Directors includes a detailedpresentation by Business and Functional Heads visit to the manufacturing site etc.Weblink for the Policy for the Familiarisation Programme for Independent Directorshttps://eimcoelecon.in/wp-content/ uploads/2012/11/Familiarization Programme.pdf.
36. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year and date of thisreport.
37. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards as issued by theInstitute of Company Secretaries of India.
Your Directors are highly grateful for the unstinted guidance support and assistancereceived from the Government Bankers and Financial Institutions. Your Directors arethankful to all valuable Stakeholders of the Company viz. shareholders customersdealers vendors suppliers collaborators business associates and other agencies fortheir faith trust and confidence reposed in the Company.
Your Directors wish to place on record their sincere appreciation for the dedicatedefforts and consistent contribution made by the employees at all levels to ensure thatthe Company continues to grow and excel.
|For and on behalf of the Board of Directors |
|Mukulnarayan Dwivedi ||Prayasvin B. Patel |
|Executive Director ||Executive Director |
|DIN : 08442155 ||DIN :00037394 |
|Place : Vallabh Vidyanagar || |
|Date : 13th May 2021 || |