The Directors take pleasure in presenting the 37th Annual Report togetherwith the audited financial statements for the year ended 31s March 2020.
The Summarized performance of the Company for the financial years 2019-20 and 2018-19is given below:
| || ||(Amount in Rupees) |
|Particulars ||31.03.2020 ||31.03.2019 |
|Revenue from Operations ||1026800 ||3395259 |
|Other Income ||598163 ||532261 |
|Total Revenue ||1624963 ||3927520 |
|Total Expenditure (including Change in Inventories) ||1744393 ||3438153 |
|Profit Before Tax ||119430 ||489367 |
|Less: Tax expense ||2127 ||132050 |
|Deferred tax liability || || |
|Profit after Tax ||(121557) ||357317 |
|Earnings Per Share ||(0.10) ||0.30 |
For the year ended 31st March 2020 your Company has reported totalrevenue and net loss after taxation of Rs. 1624963/- and Rs. (121557/-)respectively as compared to last year's total revenue and Net Profit after taxation of Rs.3927520/- and Rs. 357317/- respectively.
FUTURE BUSINESS PROSPECTS:
The business activity is largely influenced by several external factors including theinternational financial markets. It is therefore a note of caution to jump into thefinancial commitments.
The Authorised Capital of the Company is Rs. 17500000/- (One Crore Seventy Five LacsRupees only) out of which the Paid up Capital of the Company is Rs.14600000/- (One CroreForty Six Lacs Rupees only).
Total Paid up Capital Includes 1200000 Equity Shares of Rs. 10/- each and 260000Preference Shares of Rs. 10/- each.
There is no change in share capital during the year.
The company has not recommended any bonus during the year.
Your Company does not have any ESOP scheme for its employees/Directors.
Your directors do not recommend any dividend on equity shares for the financial year2019-20.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Pratish Kumar Managing Director of the Company retire by rotation at theensuing Annual General Meeting and being eligible have offered themselves forre-appointment.
During the Financial year 2019-20 there was no any appointment of the Director in theCompany.
Key Managerial Personnel
Mr. Mayur Manubhai Shah was appointed as Chief Financial Officer (CFO) of the companyw.e.f. 25th April 2019 however due to the Death of Mr. Mayur Manubhai Shah ason 26th February 2020 the post of Chief Financial Officer was vacant.
Mr. Bhautik Sureshkumar Darji appointed as a Chief Financial Officer by the Board as on18th March 2020.
Mr. Mayank Agarwal was resigned from the Post of Company Secretary and Complianceofficer of the Company as on 02nd December 2019 who was appointed as on 13thJune 2018.
Mr. Parth A. Patel is appointed as a Company Secretary cum Compliance officer of theCompany as on 30th April 2020.
Resignation and Cessation of Directors
During the year there was none of the any Directors resigned from the post of theDirectorship and all are the Continuation on their position.
Pursuant to the provisions of the Companies Act 2013 of the Listing Agreement theBoard has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit andNomination and Remuneration Committee.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany etc. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in the Companies Act 2013 and Listing Regulations.
CHANGE IN THE NATURE OF BUSINESS:
There are no changes in the nature of business during the year.
CHANGES IN REGISTERED OFFICE ADDRESS:
There are no changes in registered office address of the company. The Address of theRegistered Office is Same "B-1006 Nar Narayan Complex Near Swastik Cross RoadNavarangpura Ahmedabad Gujarat - 380009
The company has adopted a remuneration policy of directors and senior managementpersonnel detailing inter alia the procedure for director appointment and remunerationincluding the criteria for determining qualification.
The policy ensures that
(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate the directors of the quality require to run the company successfully;
(b) relationship of remuneration to the performance is clear and meets appropriateperformance benchmarks; and
(c) remuneration to directors and key managerial personnel and senior managementinvolves a balance fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the company and its goal.
The policy has been approved by the nomination and remuneration committee and theboard. The remuneration policy document as approved by the board is uploaded on thecompany's website www.elloratrading.in
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:
a. That in the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards had been followed and that there were no
c. That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting a fraud andother irregularity;
d. That the Directors have prepared the annual accounts for the year ended 31stMarch 2020 on a "going concern basis";
e. That 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. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that systems were adequate and operatingeffectively.
During the Financial Year under reviewed the Board of Directors of the Company met for10 times. The date of board meetings are 27.05.2019 02.08.2019 13.08.2019 03.09.201904.11.2019 13.11.2019 02.12.2019 13.02.2020 26.02.2020 and 18.03.2020.
The Company has not transferred any portion of profits to General Reserve Account forthe financial year.
The Company has not accepted any deposits from the public during the financial year2019-20 under review.
As on March 31 2020 your Company has no Subsidiary.
CORPORATE SOCIAL RESPONSIBILITY:
As per the Section 135 of the Companies Act 2013 Corporate Social Responsibilityapplicable on every Company including its holding or subsidiary having Net worth of Rs.500 Crore or more or Turnover of Rs. 1000 crore or more or Net Profit of Rs. 5 crore ormore.
However As per Financial Year 2019-20 the Net worth of the Company is 31333389/-Rs. Turnover of the Company is 1624963/- Rs. And Net Profit is (121557/-) Rs.
So as per the Criteria Corporate Social Responsibility is Not Applicable to theCompany.
RELATED PARTY DISCLOSURES:
During the year there was no contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013.
LISTING ON STOCK EXCHANGE:
The Company is listed on The Calcutta Stock Exchange Limited since 22ndSeptember 1983.
However during the Financial Year 2019-20 your company also gets listed on The BombayStock Exchange Limited (BSE - Nationwide Stock Exchange). The Company was received InPrinciple Approval for the Listed on BSE as on 24th July 2019 and got tradingapproval as on 31st October 2019 for the trading of Share on Bombay StockExchange Limited (BSE).
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has implemented adequate procedures and internal controls which providereasonable assurance regarding reliability of financial reporting and preparation offinancial statements. The Company also ensures that internal controls are operatingeffectively.
The Company has put in place a 'Whistle Blower Policy' in compliance with theprovisions the Companies Act 2013 other applicable laws and in accordance withprinciples of good corporate governance.
LOANS. GUARANTEES OR INVESTMENTS IN SECURITIES:
There are no loans Guarantee and investments under section 186.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the Directors' report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:
During the financial year 2019-20 under review no significant and material orders werepassed by the regulators or courts or tribunals impacting the going concern status andBank's operation in future.
PARTICULARS OF EMPLOYEES:
No Employee of the Company draws remuneration in excess of limit prescribed underSection 197 read with Rule 5 of The Companies Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure I".
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT:
As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance is not application to the Company. ManagementDiscussion Analysis Report is annexed herewith as "Annexure II".
a) Statutory Auditors
Pursuant to the provisions of section 139 142 and other applicable provisions if anyof the Companies Act 2013 and the rules thereof the appointment of M/s. Vishves A. Shah& Co. Chartered Accountants (Firm Registration: 121356W) be and is hereby appointedas Statutory Auditor of the Company to hold the office from the conclusion of this AnnualGeneral Meeting till the conclusion of next Annual General Meeting at such remunerationin addition to applicable taxes and reimbursement of out of pocket Expenses as may bemutually agreed between the Board of Directors and Statutory Auditors."
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further comments. There has been noqualification reservation adverse remark or disclaimer given by the Auditors in theirReport.
b) Report Secretarial Auditors and Secretarial Audit
Pursuant to Section 204 of the Companies Act 2013 your Company had appointed M/s A.Santoki & Associates Practicing Company Secretaries Ahmedabad (COP No. 2539) as itsSecretarial Auditors to conduct the secretarial audit of the Company for 2019-20.
The Secretarial Audit Report for financial year 2019-20 issued by M/s. A. Santoki &Associates Practicing Company Secretaries has been appended as Annexure III tothis Report. All the remarks are self explanatory.
REPORT ON ENERGY CONSERVATION. FOREGN EXCHANGE EARNING AND OUTGO RESEARCH ANDDEVELOPMENT:
Information relating to energy conservation foreign exchange earned and spent andresearch and development activities undertaken by the company in accordance with theprovision of section 134 of the companies act 2013 read with companies (accounts) Rules2014 are given herein below.
a) Conservation of energy:
Since the company does not carry on any manufacturing Activities the provisionregarding this disclosure is not Applicable.
b) Technology absorption:
There is no specific area in which company has carried out any Research &Development. No technology has been imported as the company does not carry on anymanufacturing activity.
c) Foreign exchange earnings and Outgo:
i. Foreign Exchange Earnings: NIL
ii. Foreign Exchange Outgo: NIL
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 of the Act read with Rule 8 of The Companies [Accounts]Rules 2014 to the extent the transactions took place on those items during the year.There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.
Your Directors place on record their sincere appreciation of the co-operation andassistance extended by the bankers of the Company. They also place on record theirappreciation of the devoted services rendered by the Executives Staff Members and Workersof the Company.
The Director concludes this Report by placing on record their gratitude to allshareholders bankers and Govt. authorities for their continued support.
| ||For and On Behalf of Board of Directors |
|Date: 23.07.2020 ||Ellora Trading Limited |
|Place: Ahmedabad ||sd/- |
| ||Pratish Kumar |
| ||Managing Director |
| ||(DIN: 07034880) |