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EL Forge Ltd.

BSE: 531144 Sector: Engineering
NSE: ELFORGE ISIN Code: INE158F01017
BSE 00:00 | 04 Mar EL Forge Ltd
NSE 05:30 | 01 Jan EL Forge Ltd
OPEN 5.58
PREVIOUS CLOSE 5.58
VOLUME 4209
52-Week high 5.58
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 11
Buy Price 5.58
Buy Qty 36.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.58
CLOSE 5.58
VOLUME 4209
52-Week high 5.58
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 11
Buy Price 5.58
Buy Qty 36.00
Sell Price 0.00
Sell Qty 0.00

EL Forge Ltd. (ELFORGE) - Director Report

Company director report

The Directors present the 84th Annual Report along with the Audited FinancialStatements of the Com-pany for the year ended 31st March 2020.

1. Summarised Financial Results are given below

Particulars For the Year Ended 31st March2020 For the Year Ended 31st March 2019

(Rs. in Lakhs)

Revenue from Operation (incl.excise duty) 3280.33 4976.55
Other Income 5.37 8.19
Profit/(Loss) before Depreciation (229.83) 24.96
Profit/(Loss) after Depreciation (888.33) (636.15)
Extraordinary Income / Loss (-) 949.37 2962.12
Net Profit/(Loss) after tax 61.04 2325.96

2. Company Performance

During the year 2019-20 the automotive industry in India experienced a downward trenddue to the difficulties faced in coping up with the emerging technologies prominence ofelectric vehicles and the stringent emission norms all of which had to be dealt together.As a result there was a drop in production levels of the OEM's . Our turnover dropped fromRs.4976 lakhs in 2018-19 to Rs.3280 in the financial year 2019-2020 a drop by 34%. Thecompany however followed cost effective measures and contained the loss at Rs.888.33lakhs. The management will try its bes to perform in the uncertain covid-19 situation.

3. Dividend

The Directors have not recommended any dividend for the year under report due to lossincurred.

4. Borrowings

There are no credit facilities from banks.

5. CORPORATE MATTERS

5.01 Human Resources

El Forge has always been a people driven Company and its employees remain its mostvaluable asset.

Our employees have always extended full cooperation and support during good as well asdifficult times and have unstintingly put their best effects to deliver on all ourcommitments.

The Human Resources practices at your Company empowers the employees through greaterknowledge opportunity responsibility accountability and reward. Emphasis is laid onidentifying & nurturing talent. Continuous improvement techniques are followed forbetterment of the skills in the organisation by implementing TQM & other trainingprograms and there exists an excellent system of assessment of the employees based on thesound HR practices. During the year under review there were 163 employees on the rolls ofthe company.

5.02 Key Managerial Personnel

Mr.K.V.Ramachandran Vice Chairman & Managing Director Mrs.R.Sowmithri ED(Finance) & Secretary and Mr.V.Srinivasan who was appointed the CFO of the Companywithin the meaning of Section 2(18) of the Companies Act 2013 hold the office of KeyMan-agerial Personnel. There were no resignations in Key Management Personnel during theyear.

6. Corporate Governance

With reference to Corporate Governance the Company has complied with all possiblerequirements of the guidelines as laid out in Clause 49 of the Listing Agreement. AnnexureA contains report on corporate governance enclosed herewith. At present the Company hassix directors of which two are Executive Directors and four are non executive.

7. Internal Control System and their adequacy

The Company has adequate system of internal control with reference to the financial aswell as non-financial operations. All the transactions are properly authorised recordedand reported by the Management. The Company is following all the applicable AccountingStandards for properly maintaining the books of accounts and reporting financialstatements. The Company ensures proper and adequate systems and procedures commensuratewith its size and nature of its business even though there is no internal auditor duringthe year under report.

8. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

Information as per Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 relating to Conservation of Energy technology absorption andforeign exchange earnings and outgo for the financial year 2019-20 are annexed as AnnexureB which forms part of this Report.

9. Management Discussion and Analysis

Management Discussion and Analysis report for the year under report as stipulated underClause 49 of the Listing Agreement in respect of the Stock Exchanges in India is enclosedherewith (please refer Annexure C).

10. Research & Development

R&D in El Forge is a continuous process. All efforts in product design and processdevelopment are directed at Customer's satisfaction competitiveness quality andresponsiveness. This includes focus on material wastage reduction by improvement intechnology and equipment with major emphasis at the Tool Room for value engineered diedesign and manufacture. Simultaneous efforts are made at the shop floor to improvemanufacturing efficiency to sustain the development efforts. Annexure B to this reportcontains the details thereof.

11. Industrial Relations

Employees at all levels have contributed to the performance of the Company. Yourdirectors place on record the co-operation of employees received during the year underreport. The Directors also place on record the unstinted cooperation extended by the staffmembers during the period under review.

12. Fixed Deposits

The Company has not accepted (or renewed) any fixed deposits during the year underreport. The deposits are being repaid to the deposit holders as and when the depositholders send their Fixed Deposit Receipts issued to them claiming their refund. As on 31stMarch 2020 the outstanding deposits amount to Rs.65.10 lakhs.

13. Applicability of Section 197(12) of Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

None of the employees come within the purview of Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Accordingly no disclosure has been made in the above regard.

14. Directors Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors of theCompany hereby states and confirms that a) In the preparation of Annual Accounts theapplicable accounting standards had been followed. b) The Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March2020 and of the Profit or Loss of the Company for that year.c) The Directors had 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. d) The Directors had prepared the Annual accounts on a going concern basise) That proper internal financial controls were followed by the Company and that suchinternal financial controls was adequate and were operating effectively. f) That propersystems to ensure compliance with the provisions of all applicable laws were in place andthat such systems were adequate and operating effectively.

15. Remuneration Policy of the Company

The remuneration policy of the Company comprising the appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria of determining qualifications positive attributes independence of a directorand other related matters have been provided in the Corporate Governance report which isattached herewith.

16. Extract of the Annual Return: Extract of the Annual Return in the presentform is enclosed herewith in Annexure F.

17. Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany engaged the Services of Mrs.B. Venkatalakshmi Company Secretary in Practice toconduct the Secre-tarial Audit of the Company for the financial year ended 31st March2020. The Secretarial Audit report (in Form MR-3) is attached as Annexure to this Report.Please refer An-nexure G in this report.

18. Related Party Transactions

All transaction entered by the Company with Related Parties were in the ordinary courseof business and at Arm's Length pricing basis. The Audit Committee granted omnibusapproval for the transaction (which are repetitive in nature) and the same was reviewed bythe Audit Committee and the Board of Directors. There were no materially significanttransactions with Related Parties during the financial year 2019-20 which were in conflictwith the interest of the Company Suitable disclosures as required under AS 18 have beenmade in Item No.16 of Note No.3.02 of financial statements. Accordingly there are notransactions that are required to be reported in Form AOC-2 and accordingly AOC-2 has notbeen attached.

19. Corporate Social Responsibility

Our company does not fall under the criteria laid for Corporate Social Responsibilityunder section 135 of the Companies Act2013 and hence the section is not applicable to theCompany for the year under report.

20. Particulars of Loans Guarantees or Investments

Your Company has not made any loan or given any Guarantees or made any investmentduring the year under Section 186 of the Companies Act 2013

21. Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its powers) Rule 2014 and Clause 49 of the Listing Agreement theBoard of Directors had approved the policy on Vigil Mechanism/Whistle Blower and the sameis hosted on the Website of the Company. The policy inter-alia provides a direct access tothe Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

22. Statutory Auditors

The Statutory Auditors M/s L. Mukundan & Associates Chartered Accountants (FirmRegistration No.010283S) have been appointed last year to continue for a term of threeyears from the conclusion of this AGM. Their appointment resolution forms part of theagenda of the notice of the 84th AGM.

23.Explanation to Auditor's remark

There are no qualifications reservations or adverse remarks or disclaimers made by theStatutory Auditors and Company Secretary in practice in their Reports respectively. TheStatutory Auditors have drawn attention to some points under " Emphasis of Matters" which are dealt with in the notes on accounts.

24. Material changes

There has been no material changes affecting the financial position of the companybetween 31st March2020 till the date of the report.

25.Prohibition and redressal of sexual harrasment of women at work place

Pursuant to the new legislation " Prevention Prohibition of and Redressal ofSexual Harrassment of Women at Work place Act2013" the company has framed a policyon prevention of sexual harrasment at work place. There were no cases reported during theyear under review under the policy.

26.The Annual Report for 2019-20 has been posted in the website of the company it canbe accessed by clicking the following link. https://www.elforge.com/docs/El%20Forge%20Ltd%20Annual%20reports%202019-20.pdf

27.Acknowledgements

The Company places on record the co-operation of Bankers Bank of Baroda Indus IndBank a Asset Reconstruction companies -Asset Reconstruction Company(India) Ltd andEdelweiss Asset Reconstruction Company Ltd. We also thank all our Customers SuppliersEmployees and others connected with the business for their co-operation. We sincerelythank the shareholders for their support.

For and on behalf of the Board of Directors
Place : Chennai V.SRIKANTH
Date: 29/07/2020 CHAIRMAN
(DIN 00076856)

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