The Directors present the 57th Annual Report along with the AuditedFinancial Statement for the year ended March 31 2020.
1. FINANCIAL RESULTS
| || ||(Rs In Lakhs) |
|Particulars ||Standalone |
| ||2019-20 ||2018-19 |
|Gross Sales ||10981.17 ||4117.69 |
|Other Income ||408.14 ||10781.49 |
|Profit/ (loss) before tax and exceptional items ||700.19 ||8731.80 |
|Exceptional Items Income/ (Loss) ||- ||- |
|Profit/ Loss before Taxation ||700.19 ||8731.80 |
|Provision for taxation ||225.65 ||1619.36 |
|Profit/ Loss after tax ||474.54 ||7112.45 |
|Other Comprehensive Income/ (Loss) ||150.96 ||(1.17) |
|Total Comprehensive Income ||625.50 ||7111.27 |
2. OVERVIEW AND STATE OF COMPANY'S AFFAIR
The Company's revenue from operations during the year stood at Rs 10981.17 lacs ascompared to previous year Rs 4117.69/- lacs which is an increase in the revenue by Rs6863.48/- lacs on account of increase in revenue from real estate segment and the samewas mainly on account of sale of portion of Mall property . The real estate rentalsrevenue continues to grow in near future as company is focusing on to enter into furtherlease agreements with prospective clients and due to operationalization of Elpro Mall inPune. In the last month of Financial Year 2020 spread of COVID-19 has severely impactedthe economy around the globe. In our country businesses are being forced to close theoperations for long periods of time due to lockdown declared by Govt. of India. Measurestaken to contain the spread of the virus including travel bans quarantines socialdistancing and closures of non-essential services have triggered significant disruptionsto businesses resulting in an economic slowdown. For the Company the focus shifted toensure the health and well-being of all employees. Therefore work from home directiveswas issued to all the staff members across all offices and manufacturing locationswherever possible.
3. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements have been prepared in accordance with theprovisions of the Companies Act 2013 read with the Companies (Accounts) Rules 2014applicable Accounting Standards and the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and forms part of the Annual Report.
4. SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES
The Company has "Dabri Properties and Trading Company Limited" and "PNBMetlife India Insurance Limited" as Associate Companies as at the end of financialyear ended March 31 2020. Pursuant to section 129(3) of the Act read with rule 5 of theCompanies (Accounts) Rules 2014 a statement containing salient features of the financialstatements of the associate companies as on March 31 2020 in Form AOC -1 is annexedherewith as Annexure I'
The Hon'ble National Company Law Tribunal ("NCLT") Mumbai Bench vide itsorder dated July 11 2019 has approved the Scheme of Amalgamation under Section 230 to 232of the Companies Act 2013 for merger of wholly owned subsidiary of the Company M/s. ElproEstates Limited with Elpro International Limited with effect from April 1 2018 (appointeddate).
During the financial year no other company became or ceased to be the SubsidiaryJoint Venture or Associate Company.
5. CHANGE IN NATURE OF BUSINESS
During the financial year 2019-20 Company has not changed its nature of business andhas been continuing with the same line of business.
6. SHARE CAPITAL
The Authorised share capital of the Company was increased from Rs 2600.00 Lakhs to Rs2900.00 Lakhs as per the terms of the Scheme of Amalgamation as approved by the Hon'bleNCLT Mumbai Bench on account of clubbing the authorized share capital of Elpro EstateLimited with and into the authorized capital of your Company.
The paid-up capital equity share capital as on 31st March 2020 was Rs1694.79 Lakhs. There was no public issue rights issue bonus issue or preferential issueetc. during the year. During the year under review the Company granted 3947596 stockoptions pursuant to Elpro Employee Stock Option Plan 2019.
7. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis annexed to this report as required underRegulation 34(2) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your Company's various businesses internal controls and their adequacy riskmanagement systems and other material developments during the financial year 2019-20.
No divided has been recommended by the Board of Directors of the Company for financialyear 2019-20.
The register of members and share transfer books will remain closed from FridayOctober 02 2020 to Friday October 09 2020.
9. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES
Your Directors do not propose to transfer any amount to reserves as on 31stMarch 2020.
10. PUBLIC DEPOSITS
During the year under review your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orreenactment(s) for time being in force.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Company held on 27th September 2019the shareholders of the Company regularized the appointment of Mr. Naresh Agarwal who wasappointed as Additional Independent
Director with effect from May 14 2019.
Mr. Deepak Kumar was appointed as Chairman and Managing Director of the Company for aperiod of 3 years w.e.f. from November 12 2016 and whose tenure expired on November 112019. Pursuant to Section 197 198 203 and Schedule V (Part II) of Companies Act 2013Mr. Deepak Kumar was re-appointed as Managing Director and Chairman of the Company by theBoard w.e.f. November 12 2019 and shall hold office for a term of upto three consecutiveyears subject to the approval of the shareholders at the ensuing
Annual General Meeting.
In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and theArticles of Association of the Company Mr. Sunil Khandelwal Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment.
The brief resume and other relevant details of Director seeking appointment/re-appointment is given in the annexure to the Notice of the Annual General Meeting.Notice pursuant to Section 160 of the Companies Act 2013 have been received from therespective appointee Directors proposing their appointment/ re-appointment and have beenincluded as an item for each Director in the notice convening the ensuing Annual GeneralMeeting. Except the above no other Director or Key Managerial Person has been appointedresigned or retired during the year.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 of the Companies Act 2013 the Directorsconfirm that:
(a) In the preparation of the annual accounts the applicable accounting standards readwith requirements set out under Schedule III of the Act have been followed along withproper explanation relating to material departures; (b) We have selected such accountingpolicies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for thatperiod. (c) We have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; and(d) We have prepared the annual accounts on a "going concern" basis.
(e) We have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively.
(f) We have devised proper systems to ensure compliance with the provisions of allprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
13. BOARD INDEPENDENCE
The following Non- Executive Directors are Independent Directors in terms of Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSection 149(6) of the Companies Act 2013:
1. Mr. Narayan Tulsiram Atal
2. Ms. Shweta Aditya Kaushik
3. *Mr. Naresh Agarwal
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/ she meets the criteria of Independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
*Appointed as Non- Executive Independent Director w.e.f. May 14 2019.
14. BOARD EVALUATION
The Companies Act 2013 rules thereunder and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 provide that the Annual Report of the Companyshall disclose the following:
Manner in which formal performance evaluation of the Board its Committee andIndividual Directors including independent directors has been carried out; and
To this effect on the basis of the Policy for performance evaluation of IndependenceDirectors Board Committees and other Individual Directors a process of evaluation wasfollowed by the Board for its own performance and that of its Committees and IndividualDirectors.
At 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 performance was evaluated on parameters such as attendance and participants in themeetings compliance with policies of the Company ethics code of conduct safeguardinginterest of whistle-blowers under vigil mechanism professional skills problem solvingand decision making etc.
The Board approved the evaluation results as collated by the nomination andremuneration committee.
15. BOARD COMMITTEES
In accordance with the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 currently there are following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. CSR Committee
5. Investment Committee
6. Executive Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Corporate Governance Report" which forms apart of this Annual report.
16. MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the year. The details of theBoard Meetings and the attendance of the Directors at the meetings are provided in thereport on Corporate Governance which forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013 andthe Secretarial Standard on Board Meetings issued by ICSI.
17. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014disclosures pertaining to remuneration and other details are appended as "Annexure -II" to the Directors Report.
None of the employees of the Company employed throughout the year were in receipt ofremuneration in excess of the limits set out in the said rules.
18. NOMINATION AND REMUNERATION POLICY
In terms of Section 178 (3) of the Companies Act 2013 and Part D of Schedule IISecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 your Company has framed Nomination and Remuneration Policy. The saidpolicy of the Company on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Directors and othermatters is available on the Company's website at http://www.elpro.co.in/Investor-relations.php.
We affirmthat the remuneration paid to the directors is as per the terms laid out inthe nomination and remuneration policy of the Company.
19. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
Independent Directors on their appointment are issued a Letter of Appointment settingout in details the terms of appointment duties responsibilities and expected timecommitments. Necessary arrangements are made to organize the interactive sessions with themember of Senior Management of the Company. The details of programmes for familiarizationof Independent Directors with the Company their roles rights responsibilities in theCompany is displayed up on the website of the Company. Weblink for the same ishttps://www.elpro.co.in/ Investor-relations.php.
During the year under review Independent Directors were apprised on an ongoing basisin the various Board/
Committee meetings on Industry developments regulatory updates business overviewoperations financial statements update on statutory compliances for Board members etc.In this regard presentations were made to Board by the Managing Director & CFO andother managerial personnel
20. INTERNAL FINANCIAL CONTROL
As per explanation to Section 134 of the Companies Act 2013 the Internal FinancialControl (IFC) are reviewed by the management and key areas are subject to variousstatutory internal and operational audits. The review of the IFC inter alia consists ofthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.
21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
22. EMPLOYEE STOCK OPTION PLAN
To retain promote and motivate the best talent in the Company and to develop a senseof ownership among employees the Company has instituted Elpro Employee Stock OptionScheme 2019 with the approval of shareholders. The said scheme is in compliance with theSEBI (Shared based Employee Benefits) Regulations
2014 (ESOP Regulations). The Nomination and Remuneration Committee monitors theCompany's ESOP scheme.
During the financial year 2019-20 Company has granted 3947596 stock options underthe ESOP Scheme 2019.
3454216 granted options were accepted by the employees. A detailed report withrespect to options exercised vested lapsed exercise price vesting period etc. underESOP Scheme 2019 is disclosed on the website of the Company athttp://www.elpro.co.in/Investor-relations.php.
23. AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethere under at the Annual General Meeting held on September 27 2019 M/s. VSS& Associates Chartered Accountants (Firm Registration
No. 105787W) were appointed as Statutory Auditors of the Company for the first term of5(five) years to hold office from conclusion of 56th Annual general Meeting tothe conclusion of 61st Annual General Meeting to be held in the year calendaryear 2024. However the Companies Amendment Act 2017 (Vide Notification dated 7thMay 2018 issued by the Ministry of Corporate Affairs) omits the provision related toannual ratification from the Companies Act 2013 and the requirement of seekingratification of appointment of Statutory Auditors by members at each AGM has been doneaway with. Accordingly no such item has been considered in notice of ensuing AGM.
There are no qualifications reservations adverse remarks or disclaimer made by Ms.VSS & Associates Statutory Auditors in their report for the financial year 2019-20.
Pursuant to Section 204 of the Companies Act 2013 and Rules there under theSecretarial Audit for the financial year 2019-20 was conducted by M/s. Jayshree A.Lalpuria & Co. Practicing Company Secretary and the Secretarial
Audit report for the financial year ended March 31 2020 is annexed herewith marked as"Annexure III" in this report. With regard to remark contained in theSecretarial Auditor's Report relating to delay in transfer shares to Investor EducationProtection Fund (IEPF) under section 124(6) of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 the Directors wish to state that said transfer of shares to IEPF is underprocess. The Company had declared last dividend in the year 2006 and after that nodividend was paid. As the data pertains to old period it took considerable time for theCompany to reconcile the shares in respect of which dividend was not paid/claimed for aperiod of 7 years and which are due to be transferred to IEPF. The Company shall sooncomplete the said transfer.
The Board has also appointed M/s. Jayshree A. Lalpuria & Co. as SecretarialAuditor to conduct Secretarial
Audit of the Company for Financial Year 2020-21.
The Company has appointed Internal Auditors. The scope and authority of the InternalAuditors was as per the terms of reference approved by the Audit Committee. To maintainits objectivity and independence the Internal Audit reports to the Chairman of the AuditCommittee of the Board and to the Chairman and Managing Director.
The Internal Auditor monitors and evaluates the efficiency and adequacy of InternalControl System in the Company its compliance with operating systems accounting proceduresand policies of the Company.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. issued by the regulatory bodies.
24. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED
Particulars of investments made loans given and guarantees given are provided in theStandalone financial statements (Please refer to Note No. 891851) to the Standalonefinancial statements). There are no third party securities provided by the Company.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF COMPANIES ACT 2013
During the financial year your company has entered into related party transactionswhich were on arm's length basis and in ordinary course of business. There were nomaterial transactions with any related party as referred in sub- section (1) of Section188 of the Companies Act 2013 read with the Companies (Meetings & Board and itsPowers) Rules 2014.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at the linkhttp://www.elpro.co.in/Investor-relations. php.
26. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT
There are no occurrence of material changes and commitment made between the end of thefinancial year and date of this report which has affectedthefinancial . position oftheCompany
27. VIGIL MECHANISM/ WHISTLE BLOWER POLCIY
The Company has established a vigil mechanism/ whistle blower policy for Directors andemployees to report their genuine concerns. The whistle blower policy is also uploaded oncompany's website.
28. RISK MANAGEMENT FRAMEWORK
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to the Company. The Company has also formulated a Risk Management Policy.
29. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as "Annexure IV" to the Boardreport.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION: a) Conservation of Energy i.Steps taken for energy conservation inter alia including the following:
Improvement in energy efficiency by replacement of CFL to LED lights in offices
Office Air Conditioning comfort temperature optimization
Electricity Consumption reduction by daily monitoring and control
Compressed air pressure reduction in non - use time
Closing of unwanted opening from air-conditioned premises reducing cooling loss
Access control on air conditioning. Installation of remote-control switch inoffice optimizing operating temperature. ii. Steps taken by the Company for utilizingalternate sources of energy:
Electric water heater being replaced with solar water heater
Open the blinds/ curtains in offices to iii. Capital Investment on energy conversationequipments: Nil b) Technology Absorption:
Not Applicable c) Expenditure incurred on Research and Development: Nil 31.FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earning and outgo in foreign exchange during the year under review were Rs 86.85 Lakhsand Rs 84.10 Lakhs as against Rs 65.49 Lakhs and Rs 164.88 Lakhs respectively in theprevious year.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
33. SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
The Company is committed to providing work environment that ensures every employee istreated with dignity and respect and afforded equitable treatment. The Company is alsocommitted in creating a healthy working
18 environment that enables employee to work without fear of prejudice gender biasand sexual harassment. A policy on Anti Sexual Harassment of employees at workplaceor other places involving employees of the Company has been adopted by the Directors ofthe Company in its meeting. Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment.
During financial year 2019-20 there were no cases reported under Sexual Harassment ofWoman at Workplace
(Prevention Prohibition and Redressal) Act 2013.
34. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Corporate Social Responsibility and Governance Committee (CSR & G Committee)has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which has been approvedby the Board.
The CSR Policy may be accessed on the Company's website. The content of the policyalong with the annexure specified in Rule 8 of the Companies (Corporate SocialResponsibility) Rules 2014 is annexed herewith as
35. BUSINESS RESPONSIBILITY REPORT:
A Business Responsibility Report as required under Regulation 34 of the ListingRegulations detailing the various initiatives taken by the Company on the environmentalsocial and governance front forms part of this Annual Report as "Annexure VI".
36. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the corporate governance requirement as set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. Pursuant toRegulations 34(3) read with Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations. 2015 Reports on ManagementDiscussions and Analysis and on Corporate Governance have been included elsewhere in thisreport as separate sections. A certificate from the Auditors of the Company regardingcompliance of conditions of Corporate Governance as stipulated in Regulation 34(3) readwith Schedule V of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 has also been included in the Annual Report.
37. COST RECORDS
The Company is not required to maintain Cost Records as specified
(1) of section 148 of the companies Act 2013.
38. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable secretarial standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Companies Act 2013.
39. INDUSTRIAL RELATIONS:
Employee relations were by and large satisfactory. No man days were lost due to strikesand lock out and the like.
The Directors sincerely appreciate the employees of the Company for their commitmentdedication and support. They would also like to express their gratitude to variousGovernment/ Regulatory authorities Customers Vendors Banks Shareholders and othersassociated with the activities of the Company and look forward for the same in the yearsto come.
| ||For and on behalf of Board of Directors |
| ||Sd/- |
| ||Deepak Kumar |
|Place: Mumbai ||Chairman & Managing Director |
|Date: 27.08.2020 ||(DIN: 07512769) |