The Board of Directors hereby submits the report of the business and operations of yourCompany together with the audited financial statements for the financial year ended March31 2020.
Your Company's financial performance for the year under review as compared with thatduring the previous year is summarized below:
(Amt. in lakhs)
|Particulars || |
Financial Year ended
|March 31 2020 ||March 31 2019 |
|Revenue from Operations ||302.89 ||292.21 |
|Other Income ||57.60 ||4.31 |
|Profit/ loss before Depreciation Finance Costs Exceptional items and Tax Expense ||100.50 ||107.48 |
|Less: Depreciation/ Amortisation/ Impairment ||163.13 ||178.20 |
|Profit/ loss before Finance Costs Exceptional items and Tax Expense ||(62.63) ||(70.72) |
|Less: Finance Costs ||70.62 ||81.32 |
|Profit/ loss before Exceptional items and Tax Expense ||(133.25) ||(152.04) |
|Add/ (less): Exceptional items ||0 ||0 |
|Profit/ loss before Tax Expense ||(133.25) ||(152.04) |
|Less: Tax Expense ||(25.24) ||172.30 |
|Profit/ loss for the year (1) ||(108.01) ||(324.34) |
|Total Comprehensive Income/ loss (2) ||(0.67) ||0.35 |
|Total (1+2) ||(108.68) ||(323.99) |
State of the Company's affairs
The Company is engaged in the business as property developers and allied services.There has been no change in the business of the Company during the year ended March 312020.
The highlights of the Company's performance are as under:
Total Income and Operating Profit (Loss) for the year under review amounted to Rs.360.49 Lakh and Rs. 100.50 Lakh respectively as compared to Rs. 296.52 Lakh and Rs. 107.48Lakh in the previous financial year.
The Profit (Loss) before Tax and Profit (Loss) after Tax for the year under reviewamounted to Rs. (133.25) Lakh and Rs. (108.01) Lakh respectively as compared to Rs.(152.04) Lakh and Rs. (324.34) Lakh in the previous financial year.
Other Material Changes
There have been no material changes and commitments which affect the financialposition of the Company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.
Management's discussion and analysis
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as Listing Regulations) the Management's discussion and analysis is set outin this Annual Report.
a) Equity shares with differential rights
The Company has not issued any equity share with differential rights during the yearunder review.
b) Buy Back of Securities
The Company has not bought back any equity shares during the year under review.
c) Sweat Equity
The Company has not issued any sweat equity shares during the year under review.
d) Bonus Shares
No bonus shares were issued during the year under review.
e) Employees Stock Option Plan
The Company has not provided any stock option scheme to the employees.
Investor Education and Protection Fund (IEPF)
There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company during the year under review.
Directors and Key Managerial Personnel
Mr. Sandeep Sethi (DIN 00053915) and Mr. Gurupreet Sangla (DIN 00036988) werere-appointed as Managing Director and Jt. Managing Director respectively for a term offive years w.e.f. February 21 2020 by the Board of Directors in their meeting held onFebruary 13 2020 subject to the approval of shareholders of the Company. Based on therecommendation of the Nomination and Remuneration Committee their re-appointment for aterm of five years is proposed at the ensuing AGM for the approval of the Members.
Ms. Roopal Sharma (DIN 01091414) was appointed as an independent director in themeeting of the Board of Directors held on March 30 2015 and by the Shareholders of theCompany in the 22nd Annual General Meeting of the Company held on September 302015 for a term of 5 (Five) years. The Board of Directors in their meeting held on March20 2020 re-appointed Ms. Roopal Sharma for a term of 5 years with effect from March 302020 subject to the approval of shareholders of the Company. Based on the recommendationof the Nomination and Remuneration Committee her re-appointment for a second term of fiveyears is proposed at the ensuing AGM for the approval of the Members.
As per the Articles of Association of the Company and the relevant provisions of theCompanies Act 2013 Mr. Sanjay Arora (DIN 00394165) is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible offer himself for reappointment.Keeping in view his expertise experience and knowledge the Board considers it desirableto continue to avail his services and recommends his re-appointment.
Particulars of Loans Guarantees or Investments
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
Particulars of Contracts or Arrangements made with Related Parties
In line with the requirements of the Companies Act 2013 and Listing Regulations aPolicy on Related Party Transactions is in place and the same is available on Company'swebsite at www.ettgroup.in/investor section/codes & policies. The policy intends toensure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and Related Parties.
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have potentialconflict with interest of the Company at large. Accordingly particulars of contracts orarrangements with related parties referred to in Section 188(1) in Form AOC-2 do not formpart of the report. The details of the related party transactions are set out in Note 38to the financial statements forming part of this Annual Report.
Transfer to reserves
The closing balance of the retained earnings of the Company for the financial year2020 after all appropriation and adjustments was Rs. 394.99 Lakh. No retained earningshave been transferred to General Reserve during the year under review.
In view of losses the Directors do not recommend any dividend for the year ended March31 2020.
The Company has neither accepted nor renewed any deposits during the year under review.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 is available on our website at www.ettgroup.in/investor section/Codes &Policies. We affirm that the remuneration paid to the directors is as per the terms laidout in the nomination and remuneration policy of the Company. The disclosure pertaining tothe managerial remuneration is mentioned in the Corporate Governance Report.
Particulars of Employees
The particulars of employees in accordance with the provisions of Section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure 1 to the Board's report. Theinformation required under Rule 5 (2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure forming partof the Report.
Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors
Pursuant to the applicable provisions of the Companies Act 2013 and the ListingRegulations the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.The Nomination and Remuneration Committee has defined the evaluation criteria procedureand time schedule for the performance evaluation process for the Board its Committees andDirectors.
The detailed manner in which formal annual evaluation has been made by the Board hasbeen mentioned in the Corporate Governance Report which is part of this report.
Meetings of the Board
The Board of Directors met 8 times during the year ended March 312020 in accordancewith the provisions of the Companies Act 2013 and rules made there under. For furtherdetails please refer report on Corporate Governance which forms part of this AnnualReport.
Declaration by Independent Directors
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 25 of the ListingRegulations.
In accordance with the provisions of the Companies Act 2013 none of the IndependentDirectors are liable to retire by rotation.
Familiarization Program of Independent Directors
The details of familiarization program for Independent Directors are available onCompany's website at www.ettgroup.in/ investor section/Codes & Policies. The Companyissues a formal letter of appointment outlining his/ her role function duties andresponsibilities at the time of appointment of an independent director.
Separate Independent Directors' Meeting
During the financial year ended March 312020 the Independent Directors met once onMarch 9 2020. Independent Directors Meeting considered the performance of Non-IndependentDirectors and Board as whole and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board.
Internal Financial Control and its adequacy
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
In terms of Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 Members of the Company in 24th Annual General Meeting held onSeptember 27 2017 approved the appointment of M/s Ram Rattan & Associates CharteredAccountants (FRN: 004472N) as the Statutory Auditors of the Company for a term of 5 yearsi.e. from the conclusion of 24th Annual General Meeting till the conclusion of 29th AnnualGeneral Meeting of the Company. The
Statutory Auditors have confirmed they are not disqualified from continuing as Auditorsof the Company.
The Report given by M/s Ram Rattan & Associates Chartered Accountants on thefinancial statement of the Company for the year 2020 is part of the Annual Report. Theobservation of the Auditors along with comments of the Board of Directors thereon is asfollows:
1. The Auditors have made an observation regarding the dues outstanding in respect ofSales Tax & Entry Tax on account of any dispute as referred to in point (vii)(b) ofthe Annexure A to the Independent Auditors' Report.
In the opinion of the Board the comment of the Auditors read with the Note no. 42 ofNotes to Financial Statements is self explanatory and do not warrant any specificclarification.
Accounts along with notes and Independent Auditors' Report (except as aforesaid) areself explanatory and do not require further explanation and clarification.
As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard has appointed M/s Naresh Verma & Associates Practicing Company Secretaries assecretarial auditor of the Company for the financial year 2020-21. The secretarial auditreport for the financial year 2019-20 forms part of this report as Annexure 2 and it doesnot contain any qualification reservation or adverse remark.
Corporate Governance Report
The Corporate Governance Report as stipulated under the Listing Regulations formspart of this Report. Your Company has in place all the statutory Committees required underthe law. Details of Board Committees along with their terms of reference composition andmeetings of the Board and Board Committees held during the year are provided in theCorporate Governance Report. The Company has adopted the policies in accordance with theCompanies Act 2013 and the Listing Regulations. These policies are available on thewebsite of the Company at www.ettgroup.in/investor section/Codes & Policies. _
The requisite Certificate issued by M/s Naresh Verma & Associates CompanySecretaries in line with the Listing Regulations is annexed and forms part of theCorporate Governance Report.
Subsidiaries Joint Ventures and Associate Companies
The Company does not have any Subsidiary Joint venture or Associate Company.
Change in registered office
During the year there was no change in registered office of the Company.
The extract of annual return in Form MGT 9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is appended as an Annexure 3to this report and is also available on the Company's website at www.ettgroup.in/investorsection/Annual Return.
The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India.
Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are not applicableto the Company.
The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report.
Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility statement:-
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures therefrom;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the Company for that period;
(c) the proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts are prepared on a going concern basis;
(e) the internal financial controls are laid to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; and
(f) the proper systems have been devised to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.
Vigil Mechanism Policy
A Vigil Mechanism Policy is constituted for Directors and employees to provideappropriate avenues to report to the management instances of unethical behaviour actualor suspected fraud or violation of the Company's code of conduct. The Company hasprovided dedicated e-mail id email@example.com for reporting such concerns toVigilance Officer or to the Chairman of the Audit Committee in exceptional cases.Alternatively employees can also send written communications to the Company. Theemployees are encouraged to voice their concerns by way of whistle blowing and all theemployees have been given access to the Audit Committee. The Whistle Blower Policy isavailable on the website of the Company at www.ettgroup.in/investor section/codes &policies.
Reporting of frauds by Auditors
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Directors Report.
The equity shares of your Company are listed on BSE Limited. The Annual Listing fee forthe financial year 2020-21 has been paid to BSE Limited.
Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
The Company has in place the Policy on Prevention of Sexual Harassment at Workplace inline with the requirement of the Sexual Harassment of Women at the workplace (PreventionProhibition & Redressal) Act 2013.
There were no complaint(s) received from any employee during the financial year2019-2020.
Risk Management Policy
In today's economic environment Risk Management is very important part of thebusiness. The main aim of risk management is to identify monitor and take precautionarymeasures in respect of the events that may pose risks for the business. Your Companyrecognizes risk management as an integral component of good corporate governance. TheCompany has developed and adopted a risk management policy. Risks are assessedencompasses Operational risks Internal Control risks External risks informationtechnology risks etc.
Significant and material orders passed by the Regulators or Courts or Tribunals
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the company's operations in future.
Electronic dispatch of Annual Report and process for registration of email id forobtaining copy of Annual Report
In accordance with the General Circular No. 20/2020 dated May 5 2020 issued by MCAand Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12 2020 issued by SEBI owingto the difficulties involved in dispatching of physical copies of the financial statements(including Report of Board of Directors Auditor's report or other documents required tobe attached therewith) such statements including the Notice of AGM are being sent inelectronic mode to Members whose e-mail address is registered with the Company or theDepository Participant(s).
Members holding shares in physical mode and who have not updated their email addresseswith the Company are requested to update their email addresses by writing to the Companyat firstname.lastname@example.org along with the copy of the signed request letter mentioning thename and address of the Member self-attested copy of the PAN card and self-attested copyof any
document (eg.: Aadhar Driving License Election Identity Card Passport) in support ofthe address of the Member.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The following information is given in accordance with the provisions of sub-section3(m) of Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules2014:
(a) Conservation of Energy & Technology Absorption: Since the Company is notengaged in any manufacturing activity issues relating to conservation of energy andtechnology absorption are not quite relevant to its functioning.
(b) Export Activities: There was no export activity in the Company during the yearunder review.
(c) Foreign Exchange Earnings and Outgo: There was no foreign exchange earning andexpenditure of the Company during the year under review.
Maintenance of Cost Records
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable on the Company.
The Board of Directors wishes to express its gratitude and record its sincereappreciation for the commitment and dedicated efforts put in by all the employees. YourDirectors take this opportunity to express their grateful appreciation for theencouragement cooperation and support received by the Company from the local authoritiesbankers tenants suppliers and business associates. The directors are thankful to theesteemed shareholders for their continued support and the confidence reposed in theCompany and its management.
| || |
For and on behalf of Board of Directors
| ||Sandeep Sethi ||Gurupreet Sangla |
| ||Managing Director ||Jt. Managing Director |
|Gurugram ||DIN:00053915 ||DIN:00036988 |
|August 14 2020 || || |