You are here » Home » Companies » Company Overview » Elegant Floriculture & Agrotech (India) Ltd

Elegant Floriculture & Agrotech (India) Ltd.

BSE: 526473 Sector: Others
NSE: N.A. ISIN Code: INE152E01013
BSE 00:00 | 22 Sep 2.86 0.13
(4.76%)
OPEN

2.86

HIGH

2.86

LOW

2.86

NSE 05:30 | 01 Jan Elegant Floriculture & Agrotech (India) Ltd
OPEN 2.86
PREVIOUS CLOSE 2.73
VOLUME 1600
52-Week high 4.81
52-Week low 1.30
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.86
CLOSE 2.73
VOLUME 1600
52-Week high 4.81
52-Week low 1.30
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Elegant Floriculture & Agrotech (India) Ltd. (ELEGANTFLORICUL) - Director Report

Company director report

To

The Members

Elegant Floriculture & Agrotech (India) Limited

Your Directors have pleasure in presenting their 27th Annual Report onthe business and operations of the Company together with the Audited Statement of Accountsof the Company for the year ended on 31st March 2020.

1. Financial Results:

The financial results are summarized below:

(Amount in Rs.)

Particulars For the year ended 31st March 2020 For the year ended 31st March 2019
A Total Revenue 16049623 21037841
B Total Expenses 15521113 20836933
C Profit/(Loss) Before Tax 528510 200908
D Tax expense
- Current Tax 1316000 969853
- Deferred Tax 466788 247710
E Profit/(Loss) after Tax (1254281) (1016655)

2. Financial Performance:

During the year under review the Company has earned Total Revenue of Rs. 16049623/-in comparison to Rs. 21037841/- during the previous year. The Company has incurred netloss of Rs. 1254281/- in comparison of net loss of Rs. 1016655/- during the previousyear. Your directors are hopeful of better performance in the forthcoming year. There wasno change in the nature of the business of the Company during the year.

3. Dividend & Reserves:

Your Directors abstain from declaring any dividend for the year and no amount of profitwas transferred to General Reserve.

4. Management Discussion & Analysis:

Management Discussion & Analysis report is being given under Corporate GovernanceReport. There are no material changes between the end of the financial year and the dateof the report which may affect the financial position of the Company.

5. Listing With Stock Exchanges:

At present the Equity shares of the Company are listed at BSE Ltd.

6. Dematerialization of Shares:

90.72% of the Company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2020 and balance 9.28% is in physical form. The Company's Registrar and TransferAgent is Sharex Dynamic (India) Pvt. Ltd. having their registered office at C-101 247Park L.B.S. Marg Vikhroli (West) Mumbai - 400083.

7. Internal Financial Controls:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed

8. Finance & Accounts:

The Company is having adequate resources at its disposal to meet its businessrequirements and for efficient conduct of business. The Company has not raised any fundsby issue of any securities during the year.

Your company is required to prepare financial statements under Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Companies Act 2013 read with Rule3 of the Companies (Indian Accounting Standards) Rules 2015. The estimates and judgmentsrelating to financial statements are made on prudent basis so as to reflect in a true andfair manner the form and substance of transactions and reasonably present the Company'sstate of affairs and loss for the year ended 31st March 2020.

9. Subsidiaries Joint Ventures and Associates Companies:

The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

11. Statutory Auditors:

As regards remarks of Statutory Auditors about non-compliance of the provisions ofsection 185(2) of the Companies Act 2013 we hereby clarify that advances made were for ashort period of time and temporary and not in nature of loan.

12. Secretarial Auditors:

In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 M/s. N. Bagaria & AssociatesPracticing Company Secretaries Mumbai have been appointed as Secretarial Auditors of theCompany. The report of the Secretarial Auditor is annexed as "Annexure A" tothis report.

As regards remarks of the Secretarial Auditors we hereby clarify as under:

(a) The Company is in process of appointing a qualified Company Secretary and hasalready started looking after the proper candidate to be appointed as a Company Secretary;

(b) Advances made were for a short period of time and temporary and not in nature ofloan and the same has been squared up during the financial year.

(c) Due to oversight newspaper publications for notice of board meetings and financialresults for the quarter ended 31st March 2019 were not made.

13. Internal Auditors:

In terms of Section 138 of the Act and Rules made there under M/s. B. H. Patel &Associates. Chartered Accountants Navi Mumbai has been appointed as Internal Auditors ofthe Company for the F.Y. 2019-20.

14. Extract of the Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as "Annexure B".

15. Foreign Exchange Earnings / Outgo:

During the year under review the Company has earned Rs. 1101022/- in foreignexchange and has not incurred any expenditure in foreign exchange.

16. Particulars Regarding Conservation of Energy Technology Absorption:

Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 requires disclosure of the particulars regarding conservation ofEnergy and Technology absorption. The Company not being a manufacturing Company the sameis therefore not applicable to it.

17. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies' u/s 135(2) of theCompanies Act 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)Rules 2014. Hence CSR is not applicable to the Company.

18. Human Resources:

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

19. Remuneration Details of Directors and Employees

During the year no remuneration and sitting fees is paid to any of the Directors of theCompany. Therefore reporting under the provision of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not required.

None of the employees of the Company is in receipt of remuneration as per limitsspecified in the Rule 5(2) and 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014; therefore disclosure under the rule is not required.

20. Meetings of the Board:

The Board of Directors duly met 6 times during the financial year the details of thesame are being given in the Corporate Governance Report. The intervening gap between thetwo consecutive meetings was within the period prescribed under the Companies Act 2013

21. Disqualification of Directors:

During the year under review the Company has received Form DIR-8 from all Directors asrequired under the provisions of Section 164(2) of the Companies Act 2013 read withCompanies (Appointment and Qualification of Directors) Rules 2014 that none of theDirectors of your Company is disqualified to hold office as a Director and debarred fromholding the office of a Director.

22. Directors and Key Managerial Personnel:

(i) Appointment of Company Secretary:

Pursuant to the provisions of Section 203 of Companies Act 2013 and Rule 8 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Ms. AditiJain (having Membership No. A57311) was appointed as the Whole-time Company Secretary ofthe Company w.e.f. 30th May 2019.

Further as per Regulation 6 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Ms. Aditi Jain was appointedas the Compliance Officer of the Company w.e.f. 30th May 2019.

(ii) Appointment of Directors retiring by rotation:

Mrs. Kalpana Pawankumar Agarwal (holding DIN 00127514) Director of the Company willretire by rotation at the ensuing Annual General Meeting and being eligible offers herselffor reappointment.

Brief profile of the Directors proposed to be re-appointed as required under Regulation36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 arepart of the Notice convening the Annual General Meeting.

(iii) Resignation of Company Secretary:

Ms. Aditi Jain resigned from the post of Whole-time Company Secretary cum ComplianceOfficer of the Company w.e.f. 14th February 2020.

(iv) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

23. Vigil Mechanism:

In order to ensure that activities of Company and its employees are conducted in a fairand transparent manner by adoption of highest standards of professionalism honestyintegrity and ethical behavior the Company has adopted a vigil mechanism policy.

24. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted apolicy which deals with the manner of selection and appointment of Directors SeniorManagement and their remuneration. The policy is in compliance with the provisions ofSection 178(3) of the Companies Act 2013.

25. Particulars of Loans Guarantees or Investments:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

26. Related Party Transactions:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties are on an arm's length basis and that the provisions of Section188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2 is notrequired. Details of transactions with related parties are given in the Notes to theFinancial Statements.

27. Risk Management:

The Company has adequate internal controls in place at various functional levels anddoes not foresee any major risk such as financial credit legal regulatory and otherrisk keeping in view the nature and size of its business.

28. Safety:

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

29. Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

30. Material changes and commitment:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateson the date of this report.

31. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of Indiaunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the Board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

32. Audit Committee:

The Audit Committee is comprised of three directors. The composition of the AuditCommittee is as follows:-

Name Designation Category
Mr. Surendra Shriram Gupta Chairman Non-Executive Independent Director
Dr. Sheo Ram Agarwal Member Non-Executive Independent Director
Mr. Pawankumar Basudev Agarwal Member Executive Director

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.

33. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is comprised of three directors. Thecomposition of the Remuneration Committee is as follows:-

Name Designation Category
Mr. Surendra Shriram Gupta Chairman Non-Executive Independent Director
Dr. Sheo Ram Agarwal Member Non-Executive Independent Director
Mrs. Kalpana Pawankumar Agarwal Member Non-Executive Director

All the recommendations made by the Nomination and Remuneration Committee were acceptedby the Board of Directors of the Company.

34. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. It is imperative that our companyaffairs are managed in fair and transparent manner. This is vital to gain and retain thetrust of our stakeholders.

A report on a Corporate Governance and a certificate from the statutory auditor of theCompany regarding compliances of conditions of Corporate Governance as stipulated underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is appended as annexure to this report.

35. Share Capital:

A) Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

B) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

C) Bonus Shares:

No Bonus Shares were issued during the year under review.

D) Employees Stock Option Plan:

The Company has not provided any stock option plan during the year under review.

36. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act 2013 thedirectors confirm that:

a) in the preparation of annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

b) the accounting policies as selected are consistently applied and made judgements andestimates that are reasonable and prudent manner so as to ensure true and fair view of thestate of affairs of the Company as at 31st March 2020 and of the net loss ofthe Company for the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) financial statements have been drawn up on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

37. Acknowledgment:

Your directors take the opportunity to record their deep sense of gratitude for thevaluable support and cooperation extended to the Company by its shareholders and bankers.

Registered Office: For and on behalf of the Board
101 Sagarika CHS Ltd.
Plot No. 89 Juhu Tara Road
Opp. Palm Grove Hotel sd/-
Santacruz (West)
Mumbai - 400 049. Pawankumar Agarwal
DIN: 00127504
Dated: 30th June 2020 Director

.