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Elpro International Ltd.

BSE: 504000 Sector: Infrastructure
NSE: ELPROINTL ISIN Code: INE579B01039
BSE 00:00 | 20 Feb 48.10 -0.60
(-1.23%)
OPEN

48.00

HIGH

49.95

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48.00

NSE 05:30 | 01 Jan Elpro International Ltd
OPEN 48.00
PREVIOUS CLOSE 48.70
VOLUME 3440
52-Week high 56.50
52-Week low 32.35
P/E 370.00
Mkt Cap.(Rs cr) 815
Buy Price 48.05
Buy Qty 30.00
Sell Price 49.00
Sell Qty 40.00
OPEN 48.00
CLOSE 48.70
VOLUME 3440
52-Week high 56.50
52-Week low 32.35
P/E 370.00
Mkt Cap.(Rs cr) 815
Buy Price 48.05
Buy Qty 30.00
Sell Price 49.00
Sell Qty 40.00

Elpro International Ltd. (ELPROINTL) - Director Report

Company director report

Dear Shareholders

The Directors present the 56th Annual Report along with the AuditedFinancial Statement for the year ended March 31 2019.

1. FINANCIAL RESULTS:

(Rs in Lacs)

Particulars Standalone
2018-19 2017-18
Gross sales & services 5603.52 6125.77
Other Income 10781.49 41.40
Profit / (Loss) Before Tax and Exceptional Items 10241.97 416.76
Provision for Taxation
Current Tax 16.00 67.55
Deferred Tax (67.55)
Previous years tax 20.64
Profit/(Loss) After Tax 8621.33 416.76
Profit brought forward from previous year (481.63) (898.39)
Balance carried to Balance Sheet 8139.71 (481.63)

2. OVERVIEW AND THE STATE OF COMPANY'S AFFAIR

The Company's revenue from operations during the year stood at Rs 5603.52 lacs ascompared to previous year of Rs 6125.77 lacs the reduction in gross sale and serviceswas mainly on account of lower revenue from housing project from Rs 2729.28 lacs in FY2017-18 to Rs 1058.24 lacs in FY 2018-19 as the project has been completed during lastyear and the entire inventory has been sold. The real estate rentals revenue continues togrow in near future as company is focusing in to enter into further lease agreements withprospective clients. The Company's focus is to reduce further the interest cost in nearfuture. The other income consists of sale of part Investment in PNB MetLife IndianInsurance Company Limited. The Company has sold 26843494 shares at Rs 50/- each for atotal consideration of Rs 13421.75 lacs resulting into capital gain of Rs 10611.23 lacsfrom the said transaction.

3. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement 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 "Elpro Estates Limited" as a subsidiary company and"Dabri Properties & Trading Co. Limited" and "PNB Metlife IndiaInsurance Company Limited" as an Associate Company as at the end of financial yearended March 31 2019. The audited financial statements of subsidiary company and associatecompanies are available for inspection during business hours at the Registered Office ofthe company. Any member who is interested in obtaining a copy of audited financialstatement of subsidiary company may write to the Company Secretary at the RegisteredOffice of the Company. The salient features of performance of the Subsidiary and AssociateCompany as on March 31 2019 in Form AOC- 1 is annexed herewith as ‘AnnexureI'.

On 20th April 2018 the Board of Directors of the company approved schemeof amalgamation under section 230 to 232 of the Companies Act 2013 for merger of M/s.Elpro Estates Limited (Wholly Owned Subsidiary) into the Company with effect from April 12018 (appointed date) and the scheme of merger was filed with National Company LawTribunal (NCLT) Mumbai Bench. The Hon'ble National Company Law Tribunal (NCLT) Mumbaibench vide its order dated July 11 2019 has approved the Scheme of Amalgamation of whollyowned subsidiary Elpro Estates Limited with Elpro International Limited.

During the financial year no other company became or ceased to be the SubsidiaryJoint Company.

5. CHANGE IN NATURE OF BUSINESS

During the financial year 2018-19 Company has not changed its nature of business andhas been continuing with the same line of business.

6. SHARE CAPITAL: Rights Issue

The Company vide its letter of offer dated 17th March 2018 offered31128820 fully paid-up equity shares of face value of Re. 1 each for cash at a price ofRs 32.10 per equity share including a share premium of Rs 31.10 per equity shareaggregating to Rs 9992.35 lakhs to the existing equity shareholders on a rights basis inthe ratio of 9 fully paid-up equity shares for every 40 fully paid-up equity shares heldby the existing equity shareholders of the Company. The Right Issue was opened from 28thMarch 2018 to 11th April 2018.

The allotment of 31128820 fully paid-up equity shares of face value of Re. 1 each asper the above Rights Issue was made on 21st April 2018.

The funds raised from Rights Issue have been utilised as per objects stated in Letterof Offer dated 17th March 2018.

Apart from above there was no other change to the share capital of the company

7. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required under Regulation 34(2) Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 forms an integral part of this report and gives details of the overall industrystructure economic developments performance and state of affairs of your Company'svarious businesses internal controls and their adequacy risk management systems andother material developments during the financial year 2018-19.

8. DIVIDEND:

No dividend has been recommended by the Board of Directors of the Company for financialStatements.

However the register of members and share transfer books will remain closed fromFriday 20th September 2019 to Friday 27th September 2019.

9. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

Your Directors do not propose to transfer any amount to reserves as on 31stMarch 2019.

10. PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:

At the Annual General Meeting of the Company held on 29th September 2018the shareholders of the Company approved the re-appointment of Mr. Ashok Kumar Jain andMr. Narayan Atal as an Independent

Director for a second term period of five years with effect from April 01 2019 toMarch 31 2024 and also regularized the appointment of Ms. Shweta Kaushik who wasappointed as Additional Independent Director with effect from August 25 2018.

Mr. Ashok Kumar Jain Independent Director of the Company has resigned from theDirectorship on 11th April 2019. The Board places on record its appreciationtowards the valuable contribution made by him during is tenure as the Director of theCompany.

Mr. Naresh Agarwal was appointed as an Additional and Independent Director of theCompany by the Board not liable to retire by rotation for a term of 5 years i.e. from 14thMay 2019 to 13th August 2024 subject to approval of the Members. As per theprovisions of the Companies Act 2013 Mr. Naresh Agarwal holds office till the ensuingAnnual General Meeting and being eligible offers himself for appointment as Director.

The Board recommends his appointment as Independent Director.

In accordance with the provisions of Section 152(6) of the Companies Act 2013 andArticles of Association of the Company Mr. Surbhit Dabriwala retires by rotation at theensuing Annual General Meeting and being eligible offers himself 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 Act have been received from the respective appointeeDirectors proposing their appointment/re-appointment and have been included as an itemfor each Director in the notice convening the ensuing Annual General Meeting. Except theabove no other Director or Key Managerial Person had been appointed resigned or retiredduring the year.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision 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 to the Act have been followed along withproper explanation relating to material departures;

b) We have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c) We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany 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 and thatsuch internal financial controls are adequate and are operating effectively; and

f) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

13. BOARD INDEPENDENCE

The following Non-Executive Directors are Independent Directors in terms regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSection 149(6) of the Companies Act 2013:

1. Mr. Narayan T. Atal

2. @Mr. Ashok Kumar Jain

3. *Ms. Kalpana Unadkat

4. ** Ms. Shweta Kaushik

5. *** 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.

* Ceased to be a director w.e.f. May 09 2018.

** Appointed as Non-Executive Independent Director w.e.f. August 25 2018.

@ Ceased to be a director w.e.f. April 11 2019.

*** Appointed as an Additional Director (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 Committees andIndividual Directors including independent directors has been carried out; and Evaluationcriteria

To this effect on the basis of the Policy for performance evaluation of IndependentDirectors 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 participations inthe meetings compliance with policies of the Company ethics code of conductsafeguarding interest of whistle-blowers under vigil mechanism professional skillsproblem solving and 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 & SEBI (Listing Obligations andDisclosure Requirements) 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. Right Issue Committee

7. Executive Committee

Details of all the Committees alongwith 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 Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Directors and othermatters is available on the company's website athttp://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 ishttp://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 updatesbusiness overview operations financial statements update on statutory compliances forBoard members etc. In this respect presentations were made to Board by the ManagingDirector & CFO and other management personnel.

20. INTERNAL FINANCIAL CONTROL

As per explanation to Section 134 of the Companies Act 2013 the Internal FinancialControls (IFC) are reviewed by your 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 the timely preparation ofreliable financial 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. AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS

At the Annual General Meeting held on September 29 2014 M/s. Todarwal & TodarwalChartered Accountants (ICAI Firm Registration No. 111009W) Statutory Auditors of theCompany were appointed as statutory auditors of the Company to hold office till theconclusion of the Annual General Meeting to be held in the calendar year 2019 The Companyreceived a letter from the Statutory Auditors stating that their firm "M/s. Todarwaland Todarwal" has been converted into Limited Liability Partnership (LLP) under theprovisions of the Limited Liability Partnership Act 2008 and is known as "M/s.Todarwal & Todarwal LLP" (Firm Registration No. 111009W/W100231). Accordingly theaudit of the Company for financial year 2017-18 & 2018-19 was conducted by M/s.Todarwal & Todarwal LLP.

As per the provisions of Section 139 of the Companies Act 2013 a Company cannotappoint an audit firm as statutory auditors for more than two terms of five consecutiveyears. M/s. Todarwal & Todarwal LLP are completing their term as statutory auditors inthe Company at the ensuing Annual General Meeting.

The appointment of new Statutory Auditor M/s. VSS & Associates CharteredAccountants (Firm Registration No. 105787W) is placed for approval of members of theCompany at 56th Annual General Meeting. As per Section 139 142 and other applicableprovisions of the Companies Act 2013 the term of appointment of statutory auditor willbe for 5 years.

The Company has received a written consent and certificate from M/s. VSS &Associates. Chartered Accountants to the effect that their appointment if made wouldbe within the prescribed limits under Section 141(3)(g) of the Companies Act 2013.

There are no qualifications reservation adverse remark or disclaimer made by M/s.Todarwal & Todarwal LLP Statutory Auditors in their report for the financial year2018-19.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 and Rules thereunder theSecretarial Audit for the financial year 2018-19 was conducted by M/s. Jayshree A.Lalpuria & Co. Practising Company Secretary and the

Secretarial Audit Report for the financial year ended March 31 2019 is annexedherewith marked as "Annexure III" to this Report.. With regard to qualificationscontained in the Secretarial Auditor's Report relating delay in filing of shareholdingpattern after allotment of Rights Shares and delay in filing of particulars of disclosurereceived from Mrs Yamini Dabriwala with BSE Ltd. the Directors wish to clarify that thesaid delay occurred due to inadvertence. Further the Company could not file Form SH-7giving particulars of redemption of 800000

Cumulative Redeemable Preference Shares of Rs 10/- each made on 6th March 2019 as theearlier form SH-7 relating to redemption of 1700000 Cumulative Redeemable PreferenceShares of Rs 10/- each filedwith Ministry of Corporate affairs is pending for approval.

The Board has also appointed M/s. Jayshree A. Lalpuria & Co. as SecretarialAuditor to conduct Secretarial Audit of the Company for Financial Year 2019-20.

INTERNAL AUDITOR

The Company has appointed Internal Auditor. The scope and authority of the InternalAuditor is as per the terms of reference approved by the Audit Committee. To maintain itsobjectivity and independence the Internal Audit reports to the Chairman of the AuditCommittee of the Board & to the Chairman & Managing Director.

The Internal Auditor monitors and evaluates the efficency 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.

23. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

Particulars of investments made loans given and guarantees given are provided in thestandalone financial statement. (Please refer to Note No. 8 17 and 47 to the standalonefinancial statement). The purpose of the loan given to Subsidiary Company is as per JointDevelopment Agreement entered with it and guarantee is given to the Public CharitableTrust. There are no securities provided by the Company.

24. 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 section 188of the Companies Act 2013 read with the companies (Meetings & Board and its powers)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

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT

There is no occurrence of material changes and commitment made between the end of thefinancial year and date of this report which has affected the financial position of thecompany.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

27. 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.

28. 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 Board's report.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION: a) Conservation of Energy i)Steps taken for energy conservation inter alia include the following:

Improvement in energy efficiency by replacement of CFL to LED lights in offices

Office Air conditioning comfort temperature optimisation

Electricity Consumption reduction by daily monitoring and control

Operational control of HVAC system (air conditioning) in winding premises

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 in officetemperature.

ii) Steps taken by the Company for utilizing alternate sources of energy:

Electric water heater being replaced with solar water heater

Open the blinds/curtains in offices to use natural lights iii) Capital investment onenergy conservation equipment's:

NIL

b) Technology Absorption:

Not Applicable.

c) Expenditure incurred on Research and Development: NIL

30. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning and outgo in foreign exchange during the year under review were Rs 65.49 lakhsand Rs 164.88 lakhs as against Rs 60.82 lakhs and Rs 3253.34 lakhs respectively in theprevious year.

31. 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.

32. SEXUAL HARASSMENT 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 to creating a healthy working environment that enables employee to work withoutfear of prejudice gender bias and sexual harassment. A policy on Anti Sexual Harassmentof employees at workplace or other places involving employees of the Company has beenadopted by the Directors of the Company in its meeting. Internal Complaints Committee hasbeen set up to redress complaints received regarding sexual harassment.

During the financial year 2018-19 there were no cases reported under Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility and Governance Committee (CSR&G Committee) hasformulated 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 contents of the policyalong with the annexure specified in Rule 8 of the Companies (Corporate SocialResponsibility) Rules 2014 is annexed herewith as ‘Annexure V'.

34. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements as set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. Pursuant toregulation 34(3) read with Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Reports on ManagementDiscussion 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.

35. COST RECORDS

The Company has made and maintained cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the companies Act 2013 in respect of theactivities carried on by the company.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compaliance 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.

37. INDUSTRIAL RELATIONS:

Employee relations were by and large satisfactory. No man days were lost due to strikesand lock out and the like.

38. ACKNOWLEDGEMENTS:

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 the Board of Directors
Deepak Kumar
Place: Mumbai Chairman & Managing Director
Date : 14.08.2019 (DIN: 07512769)