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Elitecon International Ltd.

BSE: 539533 Sector: Others
NSE: N.A. ISIN Code: INE669R01018
BSE 00:00 | 16 Mar Elitecon International Ltd
NSE 05:30 | 01 Jan Elitecon International Ltd
OPEN 10.50
PREVIOUS CLOSE 10.50
VOLUME 16700
52-Week high 10.50
52-Week low 0.00
P/E 1.39
Mkt Cap.(Rs cr) 1
Buy Price 10.50
Buy Qty 500.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.50
CLOSE 10.50
VOLUME 16700
52-Week high 10.50
52-Week low 0.00
P/E 1.39
Mkt Cap.(Rs cr) 1
Buy Price 10.50
Buy Qty 500.00
Sell Price 0.00
Sell Qty 0.00

Elitecon International Ltd. (ELITECONINTER) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 33rd Annual Report togetherwith the Audited Financial Statements of the Company for the Year ended March 31 2020.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Key highlights of financial results for Elitecon International Limited for thefinancial year 2019-20 are tabulated below:

Particulars 2019-20 2018-19
Total Revenue From Operation 3150089 2582030
Less: Total Expenses 3242442 2395848
Profit Before Tax (92353) 186182
Tax Expenses:
Current Year Tax - 48410
Deferred Tax - -
Net Profit After Tax (92353) 137772

BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIRS:

During the year under review the company incurred the loss of Rs. (92353)/- (Ninetytwo thousand three hundred and fifty three Only) as compared to the previous year profitof 186182/- (One lakh eighty six thousand one hundred and eighty two Only). The companyis hopeful and optimistic about increase in revenue of company in next years.

GENERAL RESERVE:

The Company didn't transfer any amount to the General Reserve for the financial year2019-20 as company incurred the losses in current year.

DIVIDEND:

The Board does not recommend any dividend for the financial year 2019-20.

SHARE CAPITAL:

The paid up equity capital as on March 31 2020 was Rs. 10600000/- (Rupees One CroreSix Lakhs Only). There was no public Issue right issue bonus issue or preferential issueetc. during the year. The Company has not issued shares with differential voting rightssweat equity shares nor has it granted any stock options.

CHANGES IN THE NATURE OF BUSINESS:

There has been Change in the nature of the business of your Company during the yearunder review. The company inserted new object in main objects of the company. The newbusiness activity company starting operating with the intention to increase its profitsand business. The new business is of contractors Builders Town planners Infrastructuredevelopers Estate developers and Engineers land developers Land Scapers estate agentsimmovable property dealers and to acquire buy purchase hire or otherwise landsbuildings civil works immovable property of any tenure or any interest in the same and toerect and construct houses flats bungalows kothis or civil work of every type on theland of the Company or any other land or immovable property whether belonging to theCompany or not.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 for thefinancial year 2019-20.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees or Investments under Section 186 of the Companies Act2013 are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions are not applicable to your Company.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 isannexed herewith as "Annexure-A". The link for mGt-9 in the website iswww.kashiram.co.in

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143:

There have been no instances of fraud reported by the Statutory Auditors under Section143 of the Act read with relevant Rules framed thereunder either to the Company or to theCentral Government.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :

Your Company has no subsidiary Company Joint Ventures or Associate Companies duringthe year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

I n terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period 2019-20 under review none of the director was appointed and resignedfrom the post

of Directorship.

None of the Directors of the Company are disqualified as per the provisions of Section164 of

the Companies Act 2013.

There were many appointment and resignation of Director/ KMP during the year 2019-20 asfollows:-

S.NO. NAME DESIGNATION PARTICULAR DATE OF EVENT
1 Ms. Wazda Tarannum Company Secretary Resignation as Company Secretary 15th April 2020
2 Ms. Pinky Singh Additional (Nonexecutive Independent) Director Appointment as Additional Director 22nd April 2019
3 Mrs. Lalita Devi Agarwal Director (Nonexecutive Independent Resignation as Director 22nd April 2019
4 Mr. Darshan Dineshbhai Patel Additional (Nonexecutive professional) Director Appointment as Additional Director 27th July 2020
5 Ms. Vandana Gupta Additional (Nonexecutive Independent) Director Appointment as Additional Director 27th July 2020
6 Ms. Pinky Singh Director (Non- Regularised in 16th
executive Independent) Annual general Meeting September 2019
7 Ms. Vandana Gupta Director (Nonexecutive Independent) Regularised in Annual general Meeting 16th September 2019
8 Mr. Darshan Dineshbhai Patel Director (Nonexecutive professional) Regularised in Annual general Meeting 16th September 2019
9 Ms. Bhavan Seth Company Secretary Appointment as Company Secretary 27th July 2020
10 Mr. Patel Akshaykumar Dineshkumar Additional (executive) Director Appointment as Additional Director 7th December 2019
11 Mr. Darshan Dineshbhai Patel Director (Nonexecutive professional) Resignation as Director 7th December 2019

After the Financial Year end the following changes took place from 1stApril 2020 to 5th September 2020 as follows:-

S.NO. NAME DESIGNATION PARTICULAR DATE OF EVENT
1 Mr. Devanand Vishal Curtorcar Additional (Nonexecutive NonIndependent) Director Appointment as Additional Director 24th June 2020
2 Mr. Patel Akshaykumar Dineshkumar Managing Director and Chief Financial Officer (CFO) Appointment as Managing Director and Chief Financial Officer (CFO) 29th June 2020
3 Mr. Bishnu Agarwal Director Managing Director and Chief Financial Officer (CFO) Resignation as Managing Director and Chief Financial Officer (CFO) 29th June 2020
4 Mr. Sanjib Saha Director Resignation as Director 29th June 2020
5 Mr. Avaiz Ali Additional (executive) Director whole time Director and Chief Executive Officer (CEO) Appointment as Additional (executive) Director whole time Director and Chief Executive Officer (CEO) 10th July 2020
6 Mr. Avaiz Ali Managing Director and Chief Executive Officer and Chief Financial Officer Appointment as Managing Director and Chief Executive Officer and Chief Financial 5th August 2020
Officer
7 Mr. Avaiz Ali Whole time Director Resignation as Whole time Director 5th August 2020
8 Mr. Patel Akshaykumar Dineshkumar Managing Director and Chief Financial Officer (CFO) Resignation as Managing Director and Chief Financial Officer (CFO) 5th August 2020

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / businesspolicies and strategies apart from other Board business. During the year nine (9) Boardmeetings were held. The maximum time gap between any two consecutive meetings did notexceed 120 days.

The Board meeting held on 15th April 2019 22nd April 2019 24thMay 2019 22nd July 2019 27th July 2019 13th August2019 14th November 2019 7th December 2019 and 14thFebruary 2020.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration Committee.

The result of the evaluation done by Independent Directors was reported to the Chairmanof the Board. It was reported that the performance evaluation of the Board &Committee's was satisfactory. The Chairman of the Board provided feedback to the Directorson an individual basis as appropriate. The Directors expressed their satisfaction withthe evaluation process.

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:

The current policy is to have an appropriate mix of executive non-executive andindependent Director to maintain the independence of the Board and separate its functionsof governance and management. As of March 31 2019 the Board had four (4) Directors.

The Policy of the company on directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of section 178 of Companies Act 2013is in place and maintained by company as per law

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS &OUTGOINGS:

The provisions of Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 with respect to the particulars of conservation of energytechnology absorption etc are not applicable to the Company.

During the period under review there was no foreign exchange earnings or out flow.

RELATED PARTY TRANSACTIONS:

The details of the transactions with related parties during the financial year 2019-20are provided in the accompanying financial statements. Form AOC-2 pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 is attachedas Annexure-B.

MATERIAL CHANGES AND COMMITMENTS:

No significant and material changes have occurred between the end of the financial yearof the Company to which the financial statements relate and the date of the report.

CHANGE IN NAME OF COMPANY

The name of the company has been changed from "Kashiram Jain and CompanyLimited" to Elitecon International Limited w.e.f. 22nd July 2019.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

AUDITORS:

M/s. Poddar Agarwal & Co. Chartered Accountants (FRN: 329486E) were appointed asStatutory Auditors of the Company for a period of 5 years in the 28th AGM ofthe Company which was held on 28th September 2015 and have audited FinancialStatements for the FY 2019-20 as Statutory Auditors of the Company and whose term comes toan end after the conclusion of this Annual General Meeting.

The Board of the company has again decided to appoint M/s. Poddar Agarwal & Co.Chartered Accountants (FRN: 329486E as Statutory auditor of the company for term of five(5) years. Accordingly as per section 139 and 141 of the Companies Act 2013.

AUDITOR'S REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. The Auditors' Report does not contain any qualificationreservation or adverse remark.

SECRETARIAL AUDIT:

The Board had appointed Ms. Richa Dhamija Practicing Company Secretary (C.P No.12099) to carry out secretarial audit Pursuant to provision of Section 204 of theCompanies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The Secretarial Audit report is annexed herewith as "AnnexureC" for the financial year 2019-20.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each of the Independent Directorsunder section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in section 149(6) of the companies Act 2013..

INDEPENDENT DIRECTOR MEETING:

During F.Y. 2019-20 one (1) meeting of the Independent Directors was held on 7thFebruary 2020. The Independent Directors inter-alia reviewed the performance ofNon-Independent Directors Board as a whole and Chairman of the Company taking intoaccount the views of executive directors and nonexecutive directors.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive non-executive andindependent Director to maintain the independence of the Board and separate its functionsof governance and management. As of March 31 2020 the Board had four (4) Directors.

The Policy of the company on directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of section 178 of Companies Act 2013is in place and maintained by company as per law.

RISK MANAGEMENT:

In today's economic environment Risk Management plays a very important part ofbusiness. The main aim of risk management is to identify assess prioritize monitor andtake precautionary measures in respect of the events that may pose risks to the business.The Company is not subject to any specific risk except risks associated with the generalbusiness of the Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the provisions of the Section 177(9) of the Act and the revised Regulation22 of the SEBI (LODR) Regulation the Company has adopted Whistle Blower Policy as partof vigil mechanism to provide appropriate avenues to the Directors and employees to bringto the attention of the management any issue which is perceived to be in violation of orin conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization ofemployees and directors who avail of the vigil mechanism and also provide for directaccess to the chairperson of the Audit committee in exceptional cases. The CompanySecretary is the designated officer for effective implementation of the policy and dealingwith the complaints registered under the policy.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 the Management'sdiscussion and analysis is presented in a separate section forming part of the AnnualReport.

CORPORATE GOVERNANCE:

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September 2015 ofSecurities and Exchange Board of India (Listing Obligations And Disclosure Requirements)Regulations 2015 the Paid up equity capital as on the last day of previous financialyear i.e. on 31st March 2020 and Net Worth both were not exceeding the limit as givenunder the regulation 15 of the Securities and Exchange Board of India (Listing ObligationsAnd Disclosure Requirements) Regulations 2015.

Therefore in terms of the said circular the compliance with the corporate governanceprovisions as specified in Regulations 17 18 19 20 2122 23 24 25 26 27 andclauses (b) to (i) of sub regulation (2) of regulation 46 and Para C D and E of ScheduleV are not applicable to our Company during the year 2018-19.

AUDIT COMMITTEE:

The Audit Committee of the Company duly constituted by the following members:-

i) Ms. Pinky Singh

ii) Ms. Vandana Gupta

iii) Mr. Devanand Vishak Curtorcar

The Committee met 5 (Five) times on 29.05.2019 14.08.2019 05.09.2019 14.11.2019 and07.02.2020 during the financial year 2019-20. The Minutes of the Meetings of the AuditCommittee are discussed and taken note by the board of directors. The Statutory AuditorInternal Auditor and Executive Directors/ Chief Financial Officer are invited to themeeting as and when required.

No sitting fees have been paid to any director during the year. The remuneration paidto all Key managerial Personnel was in accordance with remuneration policy adopted by thecompany.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company duly constituted by thefollowing members:-

The Audit Committee of the Company duly constituted by the following members:-

i) Ms. Pinky Singh

ii) Ms. Vandana Gupta

iii) Mr. Devanand Vishak Curtorcar

The Committee met 5 (Five) times on 29.05.2019 14.08.2019 05.09.2019 14.11.2019 and07.02.2020 during the financial year 2019-20. The Minutes of the Meetings of the AuditCommittee are discussed and taken note by the board of directors. The Statutory AuditorInternal Auditor and Executive Directors/ Chief Financial Officer are invited to themeeting as and when required.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Nomination and Remuneration Committee of the Company duly constituted by thefollowing members:-

The Audit Committee of the Company duly constituted by the following members:-

i) Ms. Pinky Singh

ii) Ms. Vandana Gupta

iii) Mr. Devanand Vishak Curtorcar

The Committee met 5 (Five) times on 29.05.2019 14.08.2019 05.09.2019 14.11.2019 and07.02.2020 during the financial year 2019-20. The Minutes of the Meetings of the AuditCommittee are discussed and taken note by the board of directors. The Statutory AuditorInternal Auditor and Executive Directors/ Chief Financial Officer are invited to themeeting as and when required.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.

By the order of Board of
Elitecon International Limited
Date: 28.08.2020 Avaiz Ali Devanand Vishal Curtorcar
Place: Guwahati Managing Director Director

.