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Eldeco Housing & Industries Ltd.

BSE: 523329 Sector: Infrastructure
NSE: N.A. ISIN Code: INE668G01013
BSE 00:00 | 16 Apr 1873.90 27.90






NSE 05:30 | 01 Jan Eldeco Housing & Industries Ltd
OPEN 1845.10
52-Week high 2378.00
52-Week low 702.00
P/E 7.65
Mkt Cap.(Rs cr) 369
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1845.10
CLOSE 1846.00
52-Week high 2378.00
52-Week low 702.00
P/E 7.65
Mkt Cap.(Rs cr) 369
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Eldeco Housing & Industries Ltd. (ELDECOHOUSING) - Director Report

Company director report


The Members

Eldeco Housing and Industries Limited

Your Directors have pleasure in presenting the 34th Annual Report of yourCompany together with the Audited Financial Statements for the financial year ended March31 2019.


The summarized financial results for the year ended March 31 2019 and for the previousyear ended March 31 2018 are as follows:

(Rs. in Lacs)



March 31 2019 March 31 2018 March 31 2019 March 31 2018
1) Revenue from operations 10766.76 7435.48 16819.44 10898.30
2) Other Income 436.63 352.76 563.51 465.02
Total Income 11203.39 7788.24 17382.95 11363.32
1) Cost of material consumed construction and other related project cost 5550.57 5646.92 9 407.40 8005.05
2) Changes in inventories of finished goods project in progress (245.95) (2315.10) 391.78 (2110.94)
3) Employee benefit Expense 436.79 411.87 476.19 452.60
4) Finance cost 185.42 170.84 188.66 196.86
5) Depreciation and amortization expense 20.46 24.44 22.59 27.10
6) Other expenses 1263.78 1068.21 1492.09 1136.53
Total Expenses 7210.99 5007.19 11978.71 7707.20
Profit before Tax (PBT) 3992.40 2781.05 5404.24 3656.12
Tax Expenses:
1) Current tax 1156.06 961.51 1604.68 1205.95
2) Deferred tax (12.51) (77.85) (35.06) (80.41)
3) Earlier year Taxes 3.30 - 4.65 (4.32)
Total Tax Expenses 1146.85 883.66 1574.27 1121.23
Profit after Tax 2845.55 1897.39 3829.97 2534.89
Shares of Profits of Associates (Net) - - - -
Total Other comprehensive income 2.76 0.35 3.02 0.35
Total comprehensive income for the year 2848.31 1897.75 3832.99 2535.24


During the year under review your Company recorded on consolidated basis total revenueof Rs. 17382.95 lacs including other income of Rs. 563.51 lacs as against total revenueof Rs. 11363.32 lacs including other income of Rs. 465.02 lacs of the previous financialyear ended March 312018.There is a growth in the profit for the year ended March 31 2019amounting to Rs. 3829.97 lacs as compared to the previous financial year profit endedMarch 31 2018 amounting to Rs. 2534.89 lacs.

Further your Company recorded on Standalone basis total revenue of Rs. 11203.39 lacsincluding other income of Rs. 436.63 lacs as against total revenue of Rs.7788.24 lacsincluding other income of Rs.352.76 lacs of the previous financial year ended March 312018. There is a growth in the profit for the year ended March 31 2019 amounting to Rs.2845.55 lacs as compared to the previous financial year profit ended March 31 2018amounting to Rs. 1897.39 lacs.

The operational performance of the Company has been comprehensively covered in theManagement Discussion and Analysis Report.


Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) 2015the Board has carried outthe annual performance evaluation of its own performance the Directors individually aswell as the evaluation of its committees.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as board composition and qualityunderstanding business and risks effectiveness of board processes and proceduresoversight of financial reporting process including internal controls and audit functionsethics and compliance and monitoring activities etc.

The performance of the Committees were evaluated by the Board after seeking inputs fromthe Committee members on the basis of criteria such as composition of Committeeeffectiveness of Committee meetings etc.

The performance of individual Directors was evaluated on parameters as defined by theBoard and the Nomination and Remuneration Committee inter-alia such as regularitypreparatory participation at the Board meetings timely execution of action itemsrecommendations and their periodic update to the Board effective and successfulrelationships and communication with fellow Board members and senior management qualityand value of their contributions at board meetings adherence to the Company's policiesand resolutions devoting time and effort to understand the company and its business etc.

In a separate meeting of Independent Directors the performance of Non- IndependentDirectors performance of Board as a whole and the performance of Chairman was evaluatedtaking into account views of Executive and Non-executive Directors. Performance evaluationof Independent Directors was carried out by the entire Board excluding the respectiveIndependent Director being evaluated.


Except as disclosed elsewhere in this report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company to which the Financial Statements relate and the date ofthis report.


The Board of Directors of your company in its meeting held on 29th May 2019have recommended a dividend of Rs. 17.50/- per equity share of the face value of Rs. 10/-each (@ 175%) for the financial year ended March 31 2019 payable to those Shareholderswhose names appear in the Register of Members as on the Book Closure / Record Date.

The recommendation is subject to the approval of shareholders at the ensuing AnnualGeneral Meeting (AGM) to be held on Friday September 27 2019.

The dividend shall be paid to members whose names appear in the Register of Members ason Friday September 20 2019 and in respect of shares held in dematerialized form itshall be paid to members whose names are furnished by National Securities DepositoryLimited and Central Depository Services (India) Limited as beneficial owners as on thatdate.

An amount of Rs. 70 75827/- (Rupees Seventy lakh Seventy Five Thousand Eight Hundredand Twenty Seven only) would be paid as dividend distribution tax on the dividend.


Pursuant to Section 124 of the Companies Act 2013 read with the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the Rules the shares in respect of which dividend has notbeen paid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account created by the IEPF Authority.

During the year under review the Company has transferred the unclaimed and unpaiddividend of Rs. 177837/- (Rupees One Lakh Seventy Seven Thousand Eight Hundred andThirty Seven only). Further 3400(Thirty Four Hundred) corresponding shares on whichdividends were unclaimed for seven consecutive years were transferred as per therequirement of IEPF Rules.

Details of the Nodal Officer

Name : Ms. Chandni Vij
Email :
Contact No. : 0522-4039999

Schedule for transfer of unclaimed dividends to the IEPF:

Financial Year Ended Rate Date of Declaration Last Date for Claiming Last Date for Transfer to IEPF
31.03.2012 (Final) 10% 28.09.2012 01.11.2019 01.12.2019
31.03.2013 (Final) 80% 27.09.2013 03.11.2020 02.12.2020
31.03.2014 (Final) 20% 26.09.2014 02.11.2021 01.12.2021
31.03.2015 (Final) 20% 25.09.2015 01.11.2022 30.11.2022
31.03.2016 (Interim) 100% 08.03.2016 14.04.2023 13.05.2023
31.03.2017 (Interim) 125% 14.02.2017 23.03.2024 22.04.2024
31.03.2018 (Final) 125% 28.09.2018 04.11.2025 04.12.2025

The details of unpaid and unclaimed amounts lying with the company can be viewed at


During the year under review no frauds under section 143(12) of the Companies Act2013 were reported to the Board or the Audit Committee by the Auditor.


During the year under review there were no changes in the nature of business of theCompany.


The Board of Directors of your Company has decided not to transfer any amount to thereserves for the year under review.


The Board of the Company has taken all necessary steps for identifying the potentialrisks of your Company and their mitigation plans. The Board of Directors reviews thebusiness plan at regular intervals for proper identification analysis and mitigation ofall material risks both internal and external.


Pursuant to provisions of the Act the Nomination and Remuneration Committee ('NRC') ofyour Board has formulated a Remuneration Policy for the appointment and determination ofremuneration of the Directors Key Managerial Personnel Senior Management and otheremployees of your Company. The NRC has also developed the criteria for determining thequalifications positive attributes and independence of Directors and for making paymentsto Executive and Non- Executive Directors of the Company.

Your Directors affirm that the remuneration paid to the

Directors Key Managerial Personnel Senior Management and other employees is as perthe Remuneration Policy of your Company.

The Remuneration Policy of your Company can be viewed at the Company's website at


1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. 8.69%
The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year:
2. a) Mr. Pankaj Bajaj (Chairman cum Managing Director)* -
b) Mr. Sushil Dutt Mishra (Chief Financial Officer) 7.14%
c) Ms. Chandni Vij (Company Secretary) 8.93%
3. The percentage increase in the median remuneration of employees in the financial year. 11.90%
4. The number of permanent employees on the rolls of company. 46
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. 6.5%

*Drawing remuneration since October 1 2018

During the financial year under review none of the Company's employees was in receiptof remuneration as specified under Rule 5(2) & (3) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 and hence no particulars are required tobe disclosed in this Report. The names of the top ten employees in terms of remunerationdrawn are available for inspection by the Members at the Registered Office of the Companyduring business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting. Any Member interested in obtaining a copy of the said statement may writeto the Company Secretary at the Registered Office of the Company.


The paid-up equity share capital as on March 31 2019 was Rs.196.66 Lacs. During theyear under review the Company has neither issued shares with differential voting rightsnor granted stock options nor sweat equity shares. As on March 31 2019 none of theDirectors of the Company held shares or convertible instruments of the Company except Mr.Pankaj Bajaj Chairman cum Managing Director who holds 1068267 equity shares.


No fresh/renewal of deposits was accepted during the financial year 2018-19 from thePublic. There was no unclaimed deposit as at March 31 2019 therefore no amount wasoutstanding as on the Balance Sheet date.


a) Changes in Directors

During the year under review Mr. Rahul Aggarwal Non- Executive Independent Directorof the Company had resigned from the Company with effect from 8th February 2019. TheBoard appreciates the guidance and support provided by him during his tenure.

Also in terms of the provisions of the Companies Act 2013 Mr. Shrikant JajodiaDirector (DIN:00602511) of the Company is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for reappointment. TheBoard recommends his re-appointment.

Brief resume of the Directors seeking re-appointment along with the other details asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are provided in the Report on CorporateGovernance forming part of the Annual Report.

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulationl6(l)(b) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) 2015 The Independent Directors have also confirmed that theyhave complied with the Company's Code of Conduct for Directors and Senior ManagementPersonnel.

b) Changes in Company Secretary

There was no change in the Company Secretary during the year under review.

c) Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

1) Mr. Pankaj Bajaj : Chairman cum Managing Director
2) Mr. Sushil Dutt Mishra : Chief Financial Officer
3) Ms. Chandni Vij : Company Secretary and Compliance Officer


In terms of provisions of Section 134(3)(c)of the Companies Act 2013 your Directors tothe best of their knowledge and belief state that:

a. in the preparation of the Annual Accounts for the year ended March 312019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b. 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 as

at March 312019 and of the profits of the Company for the year ended on that date;

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 basis;

e. the directors had 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.


a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s B S D &Co. Chartered Accountants (Firm Registration Number: 000312S) were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 29th September2017 for a term of five consecutive years till the conclusion of Thirty Seventh (37th)Annual General Meeting to be held in the year 2022 subject to ratification of theirappointment by the Members at every Annual General Meeting if so required under theCompanies Act 2013.

In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the requirement of ratification of appointmentof Statutory Auditors by members at every Annual General Meeting is no longer required.

Further the Auditors have confirmed that they are not disqualified from continuing asAuditors of the Company.

The Report given by the Auditors is a part of this Report. The Notes on the FinancialStatements and observations of the Auditors in their Report on the Accounts of the Companyare self-explanatory and therefore do not call for any further comments. The AuditorsReport annexed with this Annual Report does not contain any qualification reservation oradverse remarks.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s R K Tandon & Associates Practicing Company Secretaries (MembershipNo.-FCS672) as the Secretarial Auditor of the Company for the Financial Year 2018-2019.The report in respect of the Secretarial Audit carried out for the Financial Year2018-2019 in Form MR-3 forms part of this Report as "Annexure-B" and does notcontain any qualification reservation or adverse remarks.

c) Internal Auditor

M/s Seth & Associates Chartered Accountants Lucknow (Firm Registration Number:001167C) represented by Mr. Dhruv Seth (Membership No. 404028) performs the duties ofinternal auditors of the Company and their report is reviewed by the Audit Committee fromtime to time.


As on date of this report there are following subsidiaries of the Company:

1. Aaj Constructions Private Limited

2. Artistry Construction Private Limited

3. Carnation Realtors Private Limited

4. Conviction Constructions Private Limited

5. Deepjyoti Constructions Private Limited

6. Dua Constructions Private Limited

7. Erudite Constructions Private Limited

8. Facility Constructions Private Limited

9. Fixity Constructions Private Limited

10. Flourish Constructions Private Limited

11. Frozen Constructions Private Limited

12. Garv Constructions Private Limited

13. Heather Buildcon Private Limited

14. Iris Realtors Private Limited

15. Khwahish Constructions Private Limited

16. Neo Realtors Private Limited

17. Neptune Infracon Private Limited

18. Numerous Constructions Private Limited

19. Omni Farms Private Limited

20. Perpetual Constructions Private Limited

21. Placate Constructions Private Limited

22. Primacy Constructions Private Limited

23. Samarpit Constructions Private Limited

24. Shivaye Constructions Private Limited

25. Suniyojit Constructions Private Limited

26. Sushobhit Constructions Private Limited

27. Swarajya Builders Private Limited

28. Swarg Constructions Private Limited

29. Swarnim Nirman Private Limited

30. Turbo Realtors Private Limited

31. Utsav Constructions Private Limited

32. Villa Constructions Private Limited

33. Yojna Constructions Private Limited

In accordance with the general circular No. 2 and 3 dated 8th February 2011and 21st February 2011 issued by the Ministry of Corporate Affairs Governmentof India the Balance Sheet Profit and Loss Account and other documents of the subsidiarycompanies are not being attached with the Balance Sheet of the Company. However thefinancial information of the subsidiary companies is disclosed in the Annual Report incompliance with the said circular. The Company will make available the Annual Accounts ofthe subsidiary companies and the related detailed information to any member of the Companywho may be interested in obtaining the same. The annual accounts of the subsidiarycompanies will also be kept open for inspection

at the Registered Office of the Company. The Consolidated Financial Statements of theCompany includes the financial results of its subsidiary companies.


Performance and financial position of the each of the subsidiaries is provided in aseparate statement attached pursuant to first proviso to Section 129(3) of the CompaniesAct 2013 in Form AOC-1.


The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Report.


Pursuant to Section 135 of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 and with various clarifications issued by theMinistry of Corporate Affairs every Company having the net worth of Rs.500 crores or moreor turnover of Rs.1000 crores or more or net profit of Rs.5 crore or more during theimmediately preceding financial year have to spend at least 2% of the average net profitof the Company made during the three immediately preceding financial years.

Accordingly the Company has to spend an amount of Rs. 3348687.39/- on CSR Activitiesbased on the average profits of the three preceding financial years.

The CSR activities carried/to be carried out by the Company is driven by the expertiseof the management. Additionally the Company gives preference to the local area(s) of itsoperations for CSR activities. The Company believes that the CSR should be in the field(s)which have substantial social impact and which co-relate with the philosophy of theCompany to improve the quality of life.

During the Financial year 2018-19 the Company has spent Rs. 550523/- towards Mid-daymeals for the poor section of the society Sports Development Society for sponsorship feesfor holding 18th Eldeco Cup Tennis Tournament and Donation towards KeralaRelief Fund for emergency relief and rehabilitation. However for the balance amount theCompany could not identify relevant projects and hence the entire spending prescribedtowards CSR could not be made.

Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 forms part of this Report and is attached as "Annexure-C".The terms of reference of the CSR Committee is provided in the Corporate GovernanceReport. Your Company has formulated a Corporate Social Policy (CSR Policy) which isavailable on the website of the Company at


The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of the

Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is appended to thisReport.


Your Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated under theListing Regulations forms part of the Annual Report along with the Certificate from thePracticing Company Secretary confirming compliance with the conditions of CorporateGovernance as stipulated under Schedule V on the Listing Regulations and applicableprovisions forms part of the Corporate Governance Report.


a) Extracts of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended March 31 2019 made under the provisions ofSection 92(3) of the Companies Act 2013 forms part of this Report and is attached as "Annexure-D".The Annual Return shall also be made available on the Company's website at

b) Meetings

There were 4 (Four) meetings of the Board during the financial year 2018-2019 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder. Thedetails of the number of meetings of the Board are disclosed in the Corporate GovernanceReport forming part of this Annual Report.

c) Committees of the Board

The Company has four Board level Committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) 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 forming part ofthis Annual Report.

d) Composition of Audit Committee

The Board has constituted an Audit Committee which comprises of Mr. Anil Tiwari as theChairman and Mr. Pankaj Bajaj Mr. Ranjit Khattar and Mr. Ashish Jain as the Members.Other details about the Committee are disclosed in the Corporate Governance Report formingpart of this Annual Report.

e) Related Party Transactions

All related party transactions were placed before the Audit Committee for approval andare negotiated on arms-length basis and are in the ordinary course of business. Therefore

the provisions of Section 188(1) of the Companies Act 2013 are duly complied with.Disclosure as required under Section 134(3)(h) read with Rule 8(2) of theCompanies(Accounts) Rules 2014 are given in "Annexure-E" in Form AOC-2 asspecified in Companies Act 2013. Kindly refer the financial statements for thetransactions with related parties entered during the year under review.

None of the transactions with any of related parties were in conflict with theCompany's interest. Suitable disclosure as required by the Accounting Standards has beenmade in the notes to the financial statements.

f) Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements forming a part of thisannual report.


There were no significant and material orders passed by the Regulators or Courts whichwould impact the going concern status of the Company and its future operations.


The Company has an internal control system commensurate with size scale and complexityof its operations. A detailed note is given under Management Discussion and AnalysisReport.


Fraud-free and corruption-free work culture has been the core of the Company'functioning. In view of the potential risk of fraud and corruption due to rapid growth andgeographical spread of operations the company has put even greater emphasis to addressthis risk.

To meet this objective the Company has established sufficient Vigil Mechanism for theDirectors and employees of the Company in compliance of the provisions of Section 177(9)of the Companies Act 2013.

The Vigil Mechanism Policy has been shared with all the concerned and has also beenplaced on the website of the Company namely


Sexual Harassment Committee ("Committee") has been set up to redress thecomplaints regarding sexual harassment and adequate system for Prevention of SexualHarassment of Women at Workplace. There were no complaint received during the financialyear 2018-19 and hence no complaint was outstanding as on March 31 2019 for redressal.


During the year under review Omni Farms Private Limited a subsidiary of the Companybecame a material subsidiary of the Company under Regulation 24 of the Listing Regulationsand accordingly one Independent Director of the Company was appointed on the Board of OmniFarms Private Limited.


During the period under review the Board confirms that the Company has complied withthe applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia (ICSI) as amended from time to time.


Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Companies (Accounts)Rules 2014 are given as under:

1. Conservation of Energy: Your Company is conscious about energy consumption andenvironmental issues related with it. It is continuously making sincere efforts towardsconservation of energy and optimizing its usage in all aspects of operations.

2. Technology Absorption: The Company is taking advantage of the latest developmentsand advancements in the Construction Industry. The Company is using indigenous technologywhich is well established in the Country and no foreign technology/ know how waspurchased. The Company has not incurred any R & D expenditure during the year.

3. Export Activities: There was no export activity in the Company during the year underreview. The company is not planning any export in the near future as well.

4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgoduring the year under review.


The equity shares of the Company are presently listed at Bombay Stock Exchange Limited.The Company has already paid listing fees of Bombay Stock Exchange for the financial year2019-2020.


Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from the Bankers and variousGovernment Departments. The Board also places on record its appreciation of the devotedservices of the employees; support and co-operation extended by the valued businessassociates and the continuous patronage of the customers of the Company.

For and on behalf of the Board
Eldeco Housing and Industries Limited
Pankaj Bajaj
Date: August 2 2019 Chairman cum Managing Director
Place: New Delhi DIN:00024735