2023-24.
To
The Members of
electro force (India) limited
(Formerly known as “Electro Force (India) Private Limited”)
Dear Members,
Your Director's have pleasure in presenting 14th Annual Report of the Company, together with the audited Financial Statements for the financial year ended 31st March, 2024.
1. Result of Operations
The summarized financial highlights of the Company, for the year ended 31st March, 2024 are as follows:
2. Operation and State of Company's Affair
During the financial year, the Company has earned a total income of Rs. 3,657.82 Lakhs as compared to previous year's income of Rs.3,028.81 Lakhs. The Company earned a profit of Rs 575.25 Lakhs as against profit of Rs.771.76 Lakhs in the previous year.
3. Reserves
The Company has transferred the profit of the current year to the reserves.
4. Dividend
In order to plough back the profits of the company, the directors do not recommend any dividend for the year under consideration. The Company has developed a suitable Dividend Distribution Policy which is available on the Website of the Company at the web link at https://electroforceindia.com/policies/
5. Change in nature of Business
There was no Change in the nature of Business during the FY 2023-24
6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
7. Share Capital
The authorized share capital of the company has increased from Rs. 5,00,00,000/- to Rs.
26.00. 00.000/- during the year under the review in the Extra ordinary general meeting held on 14th February, 2023.
The paid-up Equity Share Capital as on 31st March, 2024 was Rs. 23,40,00,010/- divided into
2.34.00. 001 Equity Shares of Rs.10/- each and the shares of the Company got subsequently listed on SME Platform of National Stock Exchange Limited (“NSE EMERGE”)
During the year under review, the company has undertaken following transactions:
* During the year under review, the Company had successfully come out with its maiden SME - IPO (Initial Public Offering). The Company has issued and allotted 86,74,800 Equity Shares at the Issue Price of Rs.93/- each aggregating to Rs. 8,067.56 Lakhs including offer for sale 26,74,800 Equity Shares aggregating to Rs. 2,487.56 Lakhs through Initial Public Offering. The offer was opened for subscription on December 19, 2023 and closed on December 21, 2023.
8. Listing Of Shares
The Company is listed on SME Platform of National Stock Exchange Limited (“NSE EMERGE”) on 27th December, 2023 and the NSE Symbol is “EFORCE”. The ISIN of the Company is INE0Q1W01012
9. Directors & KMP
The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2024 were as follows:
10. Changes in Directors & KMP
a) Changes during the financial year 2023-24
b) Changes after Closure of financial year 2023-24
i. Ms. Reetu Bansal has resigned as Company Secretary and Compliance officer of the Company w.e.f. June 26, 2024.
ii. Mr. Dilip Kumar Swarnkar has resigned as Director w.e.f July 03,2024
iii. Mr. Krishnakumar Laxman Bangera appointed as an Additional Independent Non-Executive Director with effect from September 30, 2024
11. Director retires by rotation
In accordance with the provisions of Sub-Section (6) of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arvind Sharma is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.
Your directors recommend re-appointment of Mr. Arvind Sharma as a Whole time Director of the Company, liable to retire by rotation.
12. Related Party Transaction
In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on of Related Party Transactions which is also available on the Company's website at www.electroforceindia.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, annexed as Annexure-I.
13. Statutory Auditors
The Statutory Auditors of the Company, M/s. Mittal Agarwal & Company, Chartered Accountants, Mumbai (Firm Registration No. 131025W), had been appointed at the Extraordinary General Meeting held on 14th February, 2023 up to the conclusion of Annual General Meeting for the financial year 2022-23. And further at the Annual general Meeting held on September 30, 2023 had been reappointed for 5 consecutive years starting from financial year 2023-24 to 2027-28.
The Board of Directors recommends their continuation on the basis of satisfactory performance by them during the year under review.
14. Secretarial Audit:
The Board had appointed CS Aakruti Somani, Practicing Company Secretaries (Membership No.54612 and COP No. 20395) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. As per the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR-3 is given as Annexure II and forms part of this Report. Further, the Secretarial audit report is self-explanatory.
15. Auditors' Report
The Auditors' Report to the members on the Accounts of the Company for the financial year ended 31st March, 2024 does not contain any qualification and is self-explanatory.
16. Public Deposits
The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, and, as such, no amount of principal or interest was outstanding, as on the date of closure of the balance sheet.
17. Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2024 can be accessed at www.electroforceindia.com.
18. Particulars of Loans availed from directors or their relatives
As required under Rule 2(c)(viii) of Companies (Acceptance of deposits) Rules, 2014, there are no loans availed by the Company during the year from its directors and their relatives.
19. Particulars of Loans, Guarantees or Investments
The loans, guarantees or investments are in compliance with Section 186 of the Companies Ac, 2013.
20. Statement pursuant to section 197(12) of the companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure III which forms part of this Report.
21. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:
A. Conservation of Energy
a. Steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.
b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.
c. The capital investment on energy conservation equipment - Nil
B. Technology Absorption
a. The efforts made towards technology absorption - the minimum technology required for the business has been absorbed.
b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable
c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable
d. The expenditure incurred on Research and Development - Not Applicable
C. Foreign Exchange
Foreign Exchange Earning: Rs. Nil/- Foreign Exchange Outgo: Rs. Nil /-
22. Number of Meetings of the Board
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Meeting is circulated at least a week prior to the date of the meeting. The Board met Ten [10] times in financial year 2023-2024. The maximum interval between any two meetings did not exceed 120 days.
23. Board Committee
The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and require closer review. The Board Committees are formed with the approval of the Board, and they function under their respective Charters. These Committees play an important role in the overall management of the day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform the duties entrusted to them by the Board. The minutes of the Committee meetings are presented to the Board for review.
Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholder Relationship Committee
• Corporate Social Responsibility Committee
The Company has four committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.
I. Audit Committee:
The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.The Composition of Audit Committee as on march 31, 2024 is mentioned below:
Further the Committee members met 4 time during the year for conducting the Meeting.
II. Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013. The Composition of Stakeholder Relationship Committee as on March 31, 2024 is mentioned below:
Further the Committee members met four times during the year for conducting the Meeting.
III. Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013. The composition of the Nomination & Remuneration Committee as on March 31, 2024 is mentioned below:
Further the Committee members met twice time during the year for conducting the Meeting.
IV. Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee of the Company is constituted under the provisions of section 135 of the Companies Act, 2013. The composition of the Corporate Social Responsibility Committee as on March 31, 2024 is mentioned below:
Note: The Committee was reconstituted on September 30, 2024 due to resignation of Mr. Dilip Kumar Swarnkar from the position of Non-Executive Independent Director with effect from July 03, 2024 and Appointment of Krishnakumar Bangera as an Additional Non-Executive Independent Director with effect from September 30, 2024.
24. Separate Meetings of Independent Directors:
As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.
25. Secretarial Standards
The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.
26. Company's policy relating to Director's appointment, payment of remuneration and discharge of their duties:
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors.The said policy is available on the Company's Website
https://electroforceindia.com/wpcontent/uploads/2023/06/NRC-POLICYRemuneration-Policy-for-
Directors.pdf
27. Material changes and commitments occurring between 31st March, 2024 and date of the Report
a) The status of the company was changed from Private Limited to Public Limited. Your Company received Fresh Certificate of Incorporation Consequent upon Conversion from Private Company to Public Company vide certificate from Ministry of Corporate Affairs dated 11th May, 2023
b) During the year under review, the Company had successfully come out with its maiden SME - IPO (Initial Public Offering). The Company has issued and allotted 86,74,800 Equity Shares at the Issue Price of Rs.93/- each aggregating to Rs. 8,067.56 Lakhs including offer for sale 26,74,800 Equity Shares aggregating to Rs. 2,487.56 Lakhs through Initial Public Offering. The offer was opened for subscription on December 19, 2023 and closed on December 21, 2023.
c) The Company is listed on SME Platform of National Stock Exchange Limited (“NSE EMERGE”) on
27th December, 2023 and the NSE Symbol is “EFORCE”.
The ISIN of the Company is INE0Q1W01012
There are no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
28. Disclosure on maintenance of cost records
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 as the same is not applicable to the Company.
29. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary/Joint Ventures/Associate Companies during the financial year 2023-24.
30. Significant and Material Orders passed by the Regulators or Courts
There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
31. Risk Management
The Company has designed Risk management policy to plan, monitor and control the measures needed to prevent exposure to risk. The Company has identified hazards, assessed the extent of the risk and provided measures to control the risk and manage any residual risks.
32. Details of application/any proceeding pending under the Insolvency and Bankruptcy Code, 2016
Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
33. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loan from the banks or financial institutions along with the reasons thereof
As Company has not done any one-time settlement during the year under review hence no disclosure is required.
34. Details of policy developed and implemented by the Company on its Corporate Social Responsibility initiatives
The Company has constituted a Corporate Social Responsibility Committee ("CSR Committee") in accordance with the provisions of Section 135 of the Companies Act, 2013 and applicable rules.
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are made in prescribed form which is annexed to this Report as Annexure IV
35. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. Also, the Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The following is a summary of Sexual Harassment complaints received and disposed off during the year:
a) No. of Complaints received: Nil
b) No. of Complaints disposed off: Nil
36. Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:
a) In the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures;
b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profits of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that these systems are adequate and operating effectively.
37. Management Discussion & Analysis Reports:
A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure V
38. Board Evaluation;
Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a performance evaluation of the individual Directors as well as evaluation of the Board as a whole and its committees has been carried out.
Further, in terms of Para VII of Schedule IV of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company to evaluate the performance of:
• The Chairman of the Company and performance of Non- Independent Directors and the Board as a whole.
• Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Further, the Nomination and Remuneration Committee also evaluated the performance of the Board of Directors of the Company.
The following metrics were considered for evaluation:
a) Generic parameters
b) Roles and responsibilities to be fulfilled
c) Participation in Board Processes
d) Governance
e) Strategy
f) Effective Communication
g) Stakeholder focus
h) Risk Awareness
i) The results of evaluation of performance of the Board, it's Committees and of individual Directors was found to be satisfactory.
39. Declaration of Independent Directors
The provisions of Section 149 for appointment of Independent Directors do not apply to the company.
The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.
40. Prohibition Of Insider Trading;
In accordance with Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company believes in adhering to the highest standards of transparency and fairness in dealing with all stakeholders and aims to institutionalize strong governance processes to ensure that no insider uses his or her position, with or without the knowledge of the Company, for personal benefit, or to provide benefits to any third party. Towards this end, the Company has adopted a Code of Conduct for prevention of Insider Trading which is available on the
Website of the Company at https://electroforceindia.com/policies/
41. Risk Assessment Policy:
The Company has a Risk Management System for managing the risks involved in all activities to maximize opportunities and minimize adversity. A policy to assist in decision making processes that will minimize potential losses, improve the management of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives has been developed and placed on the Company's Website at https://electroforceindia.com/policies/
42. Adequacy of internal financial controls with reference to financial statements
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the internal controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.
During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.
43. Acknowledgement
Your Director's place on record their sincere appreciation for the wholehearted and continued support extended by all the investors, customers, suppliers, banks, financial institutions, and other Government Authorities during the year under report.
Your Director's also take this opportunity to express their deep sense of gratitude to the commitment, dedication and hard work of all employees who have been a major driving force for the Company's progress.
For and on behalf of the Board of Directors Electro Force (India) Limited