The Board is pleased to present the 36th Annual Report ofEldeco Housing and Industries Limited ("the Company") along with the AuditedFinancial Statements (Standalone & Consolidated) for the financial year ended March31 2021.
The summarized financial results for the year ended March 31 2021 andfor the previous year ended March 31 2020 are as follows:
(Rs. in Lakhs)
|Particulars || |
| ||March 31 2021 ||March 31 2020 ||March 31 2021 ||March 31 2020 |
|Revenue: || || || || |
|Revenue from operations ||13724.82 ||9141.05 ||15942.37 ||12852.69 |
|Other Income ||664.40 ||558.42 ||827.07 ||698.82 |
|Total Income ||14389.22 ||9699.47 ||16769.44 ||13551.51 |
|Expenses: || || || || |
|Cost of material consumed construction and other related project cost ||2626.19 ||4229.75 ||3360.76 ||6386.63 |
|Changes in inventories of finished goods project in progress ||3568.91 ||174.77 ||4386.31 ||(4.59) |
|Employee benefit Expense ||430.05 ||501.01 ||457.55 ||529.05 |
|Finance cost ||84.49 ||84.48 ||87.91 ||90.24 |
|Depreciation and amortization expense ||59.76 ||62.47 ||61.30 ||64.34 |
|Other expenses ||991.83 ||1046.61 ||1113.37 ||1231.81 |
|Total Expenses ||7761.22 ||6099.08 ||9467.20 ||8297.47 |
|Profit before Tax (PBT) ||6628.00 ||3600.39 ||7302.23 ||5254.04 |
|Tax Expenses: || || || || |
|Current Tax ||1704.80 ||864.29 ||1884.16 ||1242.42 |
|Deferred Tax ||(8.14) ||18.86 ||(5.73) ||69.43 |
|Earlier year Taxes ||0.00 ||22.12 ||1.94 ||24.24 |
|Total Tax Expenses ||1696.66 ||905.27 ||1880.36 ||1336.08 |
|Profit after Tax ||4931.33 ||2695.12 ||5421.87 ||3917.95 |
|Total comprehensive income for the year ||4932.60 ||2699.96 ||5423.44 ||3923.24 |
STATE OF COMPANY'S AFFAIRS
During the financial year 2020-2021 your Company recorded consolidatedrevenue of Rs. 16769.44 Lakhs including other income of Rs. 827.07 Lakhs as against totalrevenue of Rs. 13551.51 Lakhs including other income of Rs. 698.82 Lakhs during theprevious financial year ended March 31 2020. During financial year 2020-21 your Companyrecorded profit after tax of Rs. 5421.87 Lakhs as compared to the previous financial yearending March 31 2020 profit after tax of Rs. 3917.95 Lakhs.
Further on standalone basis your Company recorded total revenue of Rs.14389.22 Lakhs including other income of Rs. 664.40 Lakhs as against total revenue of Rs.9699.47 Lakhs including other income of Rs. 558.42 Lakhs of the previous financial yearended March 31 2020. The Company has recorded a growth in the profit for the year endedMarch 31 2021 amounting to Rs. 4931.33 Lakhs as compared to the previous financial yearended March 31 2020 profit amounting to Rs. 2695.12 Lakhs.
The operational performance of the Company has been comprehensivelycovered in the Management Discussion and Analysis Report.
In FY 2021 the COVID-19 pandemic led lock-downs in the entire countrywhich had severe impact on economic activities. During H1 of FY 2020-21
India's GDP witnessed decline of 15.7% year on year howeverduring H2 of FY 2020-21 economy exhibited strong resilience and turned to positive growthin third quarter of FY 2020-21. When the economy and real estate sector was recoveringfrom COVID-19 led slowdown we were struck by second wave of this disease in the month ofMar-Apr 2021. This second wave infected large population in short span of time with highmortality rate. Country's healthcare infrastructure was under severe stress. To breakthe chain of virus and contain the epidemic most of the states declared lock-down whichagain significantly reduced economic activities however the impact of second wave seemsless severe on economy compared to impact of first wave. We expect economy and real estateactivities to revive fast.
To ensure the safety and well-being of the employees all therecommended precautions and utmost care of its staff and work force is being taken likeWork from Home (WFH) for eligible employees restriction on travel minimizing contactwith public sanitization social distancing mandatory mask wearing thermal check at thegate maintaining proper hygiene health advisory to employees and directives issued byState and Central government in this regard from time to time.
Your Directors are pleased to recommend a Final Dividend of Rs. 40/- (@400%) per equity share of the face value of Rs. 10/- each for the financial year endedMarch 31 2021. The Final Dividend subject to the approval of shareholders at the ensuingAnnual General Meeting (AGM') to be held on Wednesday September 22 2021 willbe paid to those Members whose names appear in the Register of Members as on the BookClosure date i.e. Thursday September 16 2021 to Wednesday September 22 2021 (both daysinclusive) and in respect of shares held in dematerialized form it shall be paid tomembers whose names are furnished by National Securities Depository Limited(NSDL') and Central Depository Services (India) Limited (CDSL') asbeneficial owners as on that date.
In view of the changes made under the Income-tax Act 1961 by theFinance Act 2020 dividends paid or distributed by the Company shall be taxable in thehands of the Shareholders. Your Company shall accordingly make the payment of the finaldividend after deduction of tax at source.
The Company had written to shareholders holding shares in physical formrequesting them to furnish details regarding their PAN and also their bank details forpayment of dividend through electronic mode. Those shareholders who are yet to respond tothe Company's request in this regard are once again requested to take action in thematter at the earliest.
For enabling payment of dividend in future through electronic modemembers holding shares in physical form are requested to furnish updated particulars oftheir bank account to the Company or our Registrar & Share Transfer Agent (RTA)Skyline Financial Services Private Limited along with a photocopy of a cancelled chequeand selfattested copy of PAN card. Beneficial owners holding shares in electronicform are requested to furnish their bank account details to their respective depositoryparticipants (DP') and ensure that such changes are recorded by them correctly.
Pursuant to the provisions of the Companies Act 2013 (theAct') and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (the Listing Regulations') the Board hascarried out annual evaluation of its own performance board committees and individualdirectors.
The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as board composition andquality understanding business and risks effectiveness of board processes andprocedures oversight of financial reporting process including internal controls and auditfunctions ethics and compliance and monitoring activities etc.
The performance of the Committees were evaluated by the Board afterseeking inputs from the Committee members on the basis of criteria such as compositionof Committee effectiveness of Committee meetings etc.
The performance of individual Directors was evaluated on parameters asdefined by the Board and the Nomination and Remuneration Committee inter-alia such asregularity preparatory participation at the Board meetings timely execution of actionitems recommendations 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'spolicies and resolutions devoting time and effort to understand the Company and itsbusiness etc.
In a separate meeting of Independent Directors the performance of non-independent directors performance of Board as a whole and the performance of Chairman wasevaluated considering views of executive and non- executive Directors. Performanceevaluation of Independent Directors was carried out by the entire Board excluding therespective Independent Director being evaluated.
As an outcome of the above exercise it was noted that the Board as awhole is functioning as a cohesive body which is well engaged with different perspectives.The Board has a right balance of discussion between strategic and operational issues. TheBoard Members from different backgrounds bring about different complementarities anddeliberations in the Board and Committee Meetings are enriched by such diversity andcomplementarities.
MATERIAL CHANGES AND COMMITMENT
Except as disclosed elsewhere in this report no material changes andcommitments affecting the financial position of the Company have occurred between the endof the financial year of the Company to which the Financial Statements relate and the dateof this report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AND UNPAID/UNCLAIMEDDIVIDEND:
In accordance with the applicable provisions of the Act read with theInvestor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") unclaimed and unpaid dividend of Rs. 716520/- (RupeesSeven Lakh Sixteen Thousand Five Hundred and Twenty only) were transferred during the yearto the IEPF. Further 800 (Eight Hundred) corresponding shares relating to FY 2012-2013 onwhich dividends were unclaimed for seven consecutive years were transferred as per therequirement of IEPF Rules.
Details of the Nodal Officer for the purpose of coordinating with IEPFAuthority
Name : Ms. Chandni Vij
Email : firstname.lastname@example.org
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 |
|31.03.2014 (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 |
|31.03.2019 (Final) ||175% ||27.09.2019 ||03.11.2026 ||03.12.2026 |
|31.03.2020 (Interim) ||175% ||03.03.2020 ||10.04.2027 ||10.05.2027 |
The details of unpaid and unclaimed amounts lying with the Company canbe viewed at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/investor-relations/stock-information/unpaid-unclaimed-dividend
CHANGE IN THE NATURE OF BUSINESS
The Company has not undergone any change in the nature of businessduring the year under review.
TRANSFER TO RESERVES
The Board has decided not to transfer any amount to the reserves forthe year under review.
The Board of the Company has taken all necessary steps for identifyingthe potential risks of the Company including any risk due to pandemic COVID 19 and theirmitigation plans. The Board of Directors reviews the business plan at regular intervalsfor proper identification analysis and mitigation of all material risks both internaland external.
Pursuant to provisions of the Act and the Listing Regulations theNomination and Remuneration Committee (NRC') of your Board has formulated aNomination and Remuneration Policy for the appointment and determination of remunerationof the Directors Key Managerial Personnel Senior Management and other employees of yourCompany. The NRC has also developed the criteria for determining the qualificationspositive attributes and independence of Directors and for making payments to Executive andNon-Executive Directors of the Company.
Your Directors affirm that the remuneration paid to the Directors KeyManagerial Personnel Senior Management and other employees is as per the Nomination andRemuneration Policy of your Company.
The detailed policy is available on the Company's website https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies
DISCLOSURES U/S 197(12) OF THE COMPANIES ACT 2013
|S. No. ||Particulars || |
|1. ||The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year. ||13.83 |
|2. ||The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year: || |
| ||a) Mr. Pankaj Bajaj (Chairman cum Managing Director) ||- |
| ||b) Mr. Sushil Dutt Mishra (Chief Financial Officer)* ||6.67% |
| ||c) Ms. Chandni Vij (Company Secretary) ||- |
|3. ||The percentage increase in the median remuneration of employees in the financial year. ||- |
|4. ||The number of permanent employees on the rolls of Company. ||41 |
5. Average percentage increase already made in the salaries ofemployees other than the managerial personnel in the last financial -year and itscomparison with the percentage increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration.
*Resigned w.e.f the close of business are on March 31 2021.
During the financial year under review none of the Company'semployees was in receipt of remuneration as specified under Rule 5(2) & (3) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 and henceno particulars are required to be disclosed in this Report. The names of the top tenemployees in terms of remuneration drawn are available for inspection by the Members onrequest at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the AGM. Any Member interested in obtaining a copy of thesaid statement may write to the Company Secretary at the Registered Office of the Company.
During the financial year 2020-21 there is no change in theAuthorized Issued Subscribed and Paid-up share capital of the Company. As on March 312021 the Company is having Authorized share capital of Rs. 455500000/- divided into28050000 Equity Shares and 17500000 Preference shares of Rs. 10/- each. The IssuedSubscribed and Paid-Up Equity Share Capital of the Company as on March 31 2021 is Rs.19666000/- divided into 1966600 Equity Shares of Rs. 10/- each.
During the year under review the Company has neither issued shareswith differential voting rights nor granted stock options nor sweat equity shares. As onMarch 31 2021 none of the Directors of the Company held shares or convertibleinstruments of the Company except Mr. Pankaj Bajaj Chairman cum Managing Director of theCompany who holds 1068267 equity shares.
Your Company has not accepted any deposits within the meaning ofSection 73 of the Act and the Companies (Acceptance of Deposits) Rules 2014 and no amounton account of principal or interest on deposits from public was outstanding as on the dateof the balance sheet.
DIRECTORS' & KEY MANAGERIAL PERSONNEL a) Directors
At the 31st Annual General Meeting of the Company held onSeptember 2 2016 had re-appointed Mr. Pankaj Bajaj as the Managing Director of theCompany for a period of five years commencing from May 15 2016. Considering his valuableexperience and expertise in real estate industry the Board of Directors at their meetingheld on May 14 2021 subject to the approval of the shareholders had recommended there-appointment of Mr. Pankaj Bajaj as the Chairman cum Managing Director of the Companyfor a period of 5 years with effect from May 15 2021.Therefore it is proposed tore-appoint Mr. Pankaj Bajaj as the Chairman cum Managing Director of the Company for afurther period of 5 (Five) years with effect from May 15 2021.
In accordance with the provisions of Section 152 and other applicableprovisions if any of the Act Mr. Shrikant Jajodia Director (DIN: 00602511) of theCompany is liable to retire by rotation at the ensuing AGM and being eligible has offeredhimself for re-appointment. The Board recommends his re-appointment.
Brief resume of the Directors seeking re-appointment along with theother details as stipulated under the Listing Regulations are provided in the Report onCorporate Governance forming part of the Annual Report.
Pursuant to the provisions of Section 149 of the Act the IndependentDirectors have submitted declarations that each of them meet the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1) (b) of the Listing Regulations and also none of the Directors of the Company aredisqualified under Section 164(2) of the Act. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Conduct for Directorsand Senior Management Personnel.
During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees.
The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise and that they holdhighest standards of integrity. List of key skills expertise and core competencies of theBoard including the Independent Directors is provided in the Report on CorporateGovernance forming part of the Annual Report.
The Independent Directors of the Company have undertaken requisitesteps towards the inclusion of their names in the data bank of Independent Directorsmaintained with the Indian Institute of Corporate Affairs in terms of Section 150 of theAct read with Rule 6 of the Companies (Appointment & Qualification of Directors)Rules 2014.
b) Key Managerial Personnel
Mr. Sushil Dutt Mishra had resigned from the post of Chief FinancialOfficer of the Company with effect from the close of the business hours on March 31 2021.The Board appreciates the guidance and support provided by him during his tenure. Mr.Kapil Saluja was appointed as the Chief Financial Officer w.e.f April 5 2021.
Mr. Pankaj Bajaj Chairman cum Managing Director Ms. Chandni VijCompany Secretary and Compliance Officer and Mr. Kapil Saluja Chief Financial Officer ofthe Company are the Key Managerial Personnel of the Company in accordance with theprovisions of Section 2(51) and Section 203 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3) (c) of the Act your Directorsto the best of their knowledge and belief state that:
a. in the preparation of the Annual Accounts for the year ended March31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures;
b. the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2021 andof the profits of the Company for the year ended on that date;
c. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going basis; e.the Directors had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f. the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
AUDITORS & THEIR REPORTS a) Statutory Auditors
In accordance with the provisions of Section 139 of the Act M/s B S D& Co. Chartered Accountants (Firm Registration Number: 000312S) were appointed asStatutory Auditors of your Company at the 32nd AGM held on September 29 2017for a term of five consecutive years till the conclusion of 37th AGM to be heldin the year 2022 subject to ratification of their appointment by the Members at every AGMif so required under the Act.
The requirement to place the matter relating to appointment of auditorsfor ratification by members at every AGM has been done away by the Companies (Amendment)Act 2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of Statutory Auditors at the ensuing AGM and a note in respectof the same has been included in the Notice convening ensuing AGM.
The Statutory Auditors have confirmed that they are not disqualifiedfrom continuing as Statutory Auditors of the Company.
The Auditors' Report does not contain any qualificationreservation or adverse remark.
The Report given by the Auditors is a part of this Report. The Notes onthe Financial Statements and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and therefore do not call for any further comments.
During the year under review no frauds under section 143(12) of theAct were reported to the Board or the Audit Committee by the Auditor.
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act the Company hasappointed M/s R K Tandon & Associates Practicing Company Secretaries represented byMr. R.K. Tandon (Membership No. FCS 672) as the Secretarial Auditor of the Company for theFinancial Year 2020-2021. The Report in respect of the Secretarial Audit carried out forthe Financial Year 2020-2021 in Form MR-3 forms part of this Report as "Annexure-B"and does not contain any qualification reservation or adverse remarks.
c) Internal Auditor
M/s Seth & Associates Chartered Accountants Lucknow (FirmRegistration Number: 001167C) represented by Mr. Dhruv Seth (Membership No. 404028)performs the duties of internal auditors of the Company and their report is reviewed bythe Audit Committee from time to time.
d) Cost Auditor
The Board of Directors of the Company on recommendation of AuditCommittee appointed M/s Paliwal & Associates (FRN: 00368) Cost Accountants as CostAuditors of the Company for the financial year 20212022 at a fee of Rs. 60000/-(Rupees Sixty Thousand only) per annum plus applicable taxes and out of pocket expensessubject to the ratification of the said fees by the members at the ensuing AGM pursuant toSection 148 of the Act. concern The cost audit report would be filed with the CentralGovernment within prescribed timelines.
As on date of this report there are following subsidiaries of theCompany:
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. F acility Constructions Private Limited
9. F ixity 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 1
9. 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. Swarajy a Builders Private Limited
28. Swarg Constructions Private Limited
29. Swabhiman Buildtech Limited
30. Turbo Realtors Private Limited
31. Utsav Constructions Private Limited
32. Villa Constructions Private Limited
33. Y ojna Constructions Private Limited
*Ceased to be wholly owned Subsidiaries of the Company w.e.f. 15thFebruary 2021.
In accordance with the general circular No. 2 and 3 dated February 82011 and February 21 2011 issued by the Ministry of Corporate Affairs Government ofIndia the annual accounts and other related detailed information of the subsidiarycompanies are not being attached with this Annual Report of the Company. However thefinancial information of the subsidiary companies is disclosed in the Annual Report incompliance with the said circular. The Company shall make available the Annual Accountsand other related detailed information of the subsidiary companies to any member of theCompany who may be interested in obtaining the same. The annual accounts of the subsidiarycompanies shall also be kept open for inspection by the shareholders at the RegisteredOffice of the Company. The Consolidated Financial Statements of the Company includes thefinancial information of its subsidiary companies.
Performance and financial position of the each of the subsidiaries isprovided in a separate statement attached pursuant to first proviso to Section 129(3) ofthe Act in Form AOC-1 which forms a part of this Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act and Regulation 33 of theListing Regulations and applicable Accounting Standards the Audited ConsolidatedFinancial Statements of the Company for the FY 2020-21 together with the Auditors'Report forms an integral part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 and with various clarifications issued by theMinistry of Corporate Affairs every Company having net worth of Rs. 500 crores or more orturnover 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.
As per the provisions of Section 135 of the Act read with Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of theCompany has constituted a CSR Committee and the Board has approved the CSR Policy based onthe recommendation of the CSR Committee. The Policy is available on the website of theCompany at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies.The Policy is also reviewed by the Board on time-to-time basis.
Annual Report on CSR activities during the year under review asrequired under the Companies (Corporate Social Responsibility Policy) Rules 2014 formspart of this Report and is attached as "Annexure-C". The terms ofreference of the CSR Committee is provided in the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report with detailed review ofoperations performance and future outlook as stipulated under Regulation 34 read withSchedule V to the Listing Regulations is presented in a separate section forming part ofthis Annual Report.
Your Company believes in adopting best practices of CorporateGovernance and maintaining the highest standards and adhering to the Corporate Governancerequirements as set out by Securities and Exchange Board of India (SEBI). The Report onCorporate Governance as stipulated under the Listing Regulations forms part of the AnnualReport along with the Certificate from the Practicing Company Secretary confirmingcompliance with the conditions of Corporate Governance as stipulated under Schedule V ofthe Listing Regulations and applicable provisions forms part of the Corporate GovernanceReport.
OTHER DISCLOSURES UNDER THE COMPANIES ACT 2013 a) Extracts of AnnualReturn
Pursuant to the provisions of Section 92(3) and Section 134(3) (a) ofthe Act the Company has placed a copy of the Annual Return as at March 31 2021 on itswebsite ahttps://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/investor-relations/reports-presentation/annual-returns.By virtue of amendment to Section 92(3) of the Act the Company is not required to provideextract of Annual Return (Form MGT-9) as part of the Board's report.
b) Meetings of the Board
During the year under review the Board of Directors met 4 (Four) timesin accordance with the provisions of the Act and rules made there under. The agenda of themeeting was circulated to the members of the Board in advance along with necessarydocuments reports recommendations etc. so that each Board member can activelyparticipate on agenda items during the meetings. The details of Board and CommitteeMeetings and the attendance of the Directors at such meetings are provided in theCorporate Governance Report which forms part of this Annual Report. The intervening gapbetween the meetings was within the prescribed period under the Act and the ListingRegulations.
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 ofmeetings and attendance at the meetings are provided in the Corporate Governance Reportforming part of this Annual Report.
d) Composition of Audit Committee
The Board has constituted an Audit Committee which comprises of Mr.Anil Tiwari as the Chairman and Mr. Pankaj Bajaj Mr. Ranjit Khattar and Mr. Ashish Jainas the Members. Other details about the Committee are disclosed in the CorporateGovernance Report forming part of this Annual Report.
e) Related Party Transactions
All related party transactions are placed before the Audit Committeefor review and approval and are negotiated on arms-length basis and are in the ordinarycourse of business. Therefore the provisions of Section 188(1) of the Act are dulycomplied with. Disclosure as required under Section 134(3) (h) read with Rule 8(2) of theCompanies (Accounts) Rules 2014 are given in "Annexure-D" in Form AOC-2 as specified under the Act. Kindly refer the financial statements for thetransactions with related parties entered during the year under review.
In line with the requirements of the Act and the Listing Regulationsyour Company has formulated a Policy on Related Party Transactions which is also availableon the Company's website at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies. The Policy intends to ensure that proper reporting approval and disclosureprocesses are in place for all transactions between the Company and Related Parties.
None of the transactions with any of related parties were in conflictwith the Company's interest. Suitable disclosure as required by the AccountingStandards has been made in the notes to the financial statements.
f) Particulars of Loans Guarantees and Investments
Pursuant to the provisions of Section 186 of the Act the details ofLoans Guarantees and Investments made by the Company as at March 31 2021 are given inthe notes to the Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulatorsor Courts which would impact the going concern status of the Company and its futureoperations.
INTERNAL FINANCIAL CONTROL
The Board of your Company has laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate andoperating effectively. Your Company has maintained a proper and adequate system ofinternal controls.
A detailed note is given under Management Discussion and AnalysisReport.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism and Whistle Blower Policyas per the provisions of Section 177(9) and (10) of the Act Regulation 22 of the ListingRegulations and Regulation 9A of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 for its Directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of Company's Code ofConduct. It also provides for adequate safeguards against the victimization of employeeswho avail of the mechanism and allows direct access to the Chairman of the Audit Committeein exceptional cases.
The said Policy has been shared with all the concerned and has alsobeen placed on the website of the Company at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your Company has constituted Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and also has a policy and framework for employees to report sexual harassment cases atworkplace. The Company's process ensures complete anonymity and confidentiality ofinformation. The below table provides details of complaints received/disposed during thefinancial year 2020-21.
|Number of complaints filed during the financial year ||NIL |
|Number of complaints disposed of during the financial year ||NIL |
|Number of complaints pending as on end of the financial year ||NIL |
Omni Farms Private Limited ("Omni") a wholly subsidiary ofthe Company is a material subsidiary of the Company under Regulation 24 of the ListingRegulations and accordingly one Independent Director of the Company has appointed on theBoard of Omni.
Omni has received order dated July 3 2020 from the Regional DirectorNorthern Region Ministry of Corporate Affairs New Delhi in respect of the shifting ofRegistered Office from the Union Territory of New Delhi to the State of Uttar Pradesh.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the period under review the Board confirms that the Companyhas complied with the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI) as amended from time to time.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
Pursuant to Section 134(3) (m) of the Act read with Companies(Accounts) Rules 2014 are given as under:
1. Conser vation of YourEnergy: Company is consciousabout energy consumption and environmental issues related with it. It is continuouslymaking sincere efforts towards conservation of energy and optimizing its usage in allaspects of operations.
2. T echnology Absorption: The Company is taking advantageof the latest developments and advancements in the Construction Industry. The Company isusing indigenous technology which is well established in the Country and no foreigntechnology/ know how was purchased. The Company has not incurred any R & D expenditureduring the year.
3. Export Activities: There was no export activity in theCompany during the year under review. The Company is not planning any export in the nearfuture as well.
4. Foreign Exchange Earnings and Outgo: There was no ForeignExchange Earning and Outgo during the year under review.
The equity shares of the Company are presently listed at Bombay StockExchange Limited ("BSE"). The Company has already paid listing fees of BSE forthe financial year 2021-2022.
The Board of Directors places on record its sincere appreciation forthe dedicated services by the employees of the Company at all levels and the constructiveco-operation extended by them. Your Directors would also like to express their gratefulappreciation for the assistance and support by all Shareholders Government AuthoritiesAuditors Bankers Financial Institutions Customers Employees Suppliers other BusinessAssociates and various other stakeholders.
|By order of the Board of Directors |
|For Eldeco Housing and Industries Limited |
|Pankaj Bajaj |
|Chairman cum Managing Director |
|DIN: 00024735 |
|Date: August 13 2021 |
|Place: New Delhi |