BOARD'S REPORT
To the Members,
Your Directors are pleased to present the Fortieth Annual Report of Eastcoast Steel Limited (hereinafter referred to as "the Company") along with the Standalone Audited Financial Statements for the Financial Year ended March 31, 2024 (hereinafter referred to as "year under review" or "year" or "FY 2023-24").
In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (hereinafter referred to as "Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), this Report covers the financial performance and other developments in respect of the Company during the financial year ended March 31, 2024 and upto the date of the Board Meeting held on May 30, 2024 to approve this Report.
1. FINANCIAL PERFORMANCE
The financial performance of the Company for the Financial Year ended March 31, 2024 is summarised below:
(Rs. in Lakhs)
2. REVIEW OF OPERATIONS
As reported earlier, the Company had resumed trading in iron & steel products, including engineering products, in the international market.
During the Financial Year under review, the Company's Total Revenue stood at Rs. 2147.99 Lakhs as compared to Rs.648.56 Lakhs for the previous Financial Year. The Profit before tax stood at (Rs.2.68) Lakhs during the Financial Year under review as against Rs 99.89 Lakhs for the previous Financial Year. The Net Loss after Tax for the year was Rs. 2.94 Lakhs as against the Profit after tax Rs. 78.87 Lakhs reported in the previous Financial Year.
The board is confident of pursuing these operations more effectively during the current year and the years to follow.
3. DIVIDEND AND RESERVES
Considering the losses incurred by the Company in the past and with a view to conserve the earnings, your Directors have not recommended any dividend to the equity shareholders for the Financial Year ended March 31, 2024.
Your Company has not transferred any amount to the reserves.
4. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company except remodeling of the nature of business from manufacturing to trading in iron & steel products, including engineering products, in the international market. Although the foreign trade has been confided to steel & engineering products, the company might explore and expand these activities further as and when opportunities arise in the future within the scope of its objects as per the latest Memorandum of Association of the Company.
5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
During the Financial Year under review, the Company did not have any Subsidiary, Joint Venture or Associate Companies.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company have occurred in the Company since the end of Financial Year ended March 31, 2024 till the date of this report.
7. SHARE CAPITAL
The paid up Equity Share Capital of the Company was Rs. 539.65 Lakhs (Rs.5,39,64,680/-) divided into divided into 53.96 Lakhs (53,96,468) shares of Rs. 10/- each as on March 31,2024.
The Company's Equity Share Capital is listed on the BSE Limited ("BSE") and are infrequently traded shares. The shares of the Company have not been suspended from trading. The annual listing fee had been paid to the stock exchange before due date.
During the year under review, the Company has not issued any shares or other convertible securities, bonus shares or made a rights issue of shares or shares with differential voting rights or granted any stock options or any sweat equity shares. Further, the Company did not buy back any of its shares.
8. DEPOSITS
The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Act and Rules framed thereunder (including any amendments thereof) during the Financial Year ended March 31,2024 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.
9. HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Since the Company has not been engaged in any manufacturing activity after the closure of the plant since 1995, health, safety and environment protection measures are not applicable to the Company for the time being.
10. PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the Financial Year, on a standalone basis has been prepared in compliance with the Act, applicable Accounting Standards and SEBI Listing Regulations and are disclosed in accordance with Schedule III of the Act.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")
a) Retirement by rotation
In terms of the provisions of Section 152(6) of the Act, Shri. Prithviraj S. Parikh, Director (DIN: 00106727), retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible offers himself for re-appointment. The Board recommends his re- appointment for your approval.
A resolution seeking shareholders' approval for his re-appointment forms part of the Notice of the AGM.
b) Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act read with the applicable rules made thereunder, the following employees are appointed as the Whole-Time Key Managerial Personnel of the Company:
1. Shri. Babush Kamath- Chief Executive Officer and Chief Financial Officer
2. Shri. P. K. R. K. Menon - Company Secretary and Compliance Officer
There was no change in the composition of the Board of Directors and Key Managerial Personnel during the year under review, except as stated above.
The Company has devised the following Policies viz:
a) Policy for selection of Directors and determining Directors' independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
The Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company's operations.
The Remuneration Policy for Directors, Key Managerial Personnel and other Employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board, the remuneration of the Directors, Key Managerial Personnel and other Employees of the Company.
The aforesaid Policies are available on the Company's website at http:// eastcoaststeel.com/.
12. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have furnished the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 25(8) of SEBI Listing Regulations, and abide by the Code for Independent Directors as prescribed under Schedule IV of the Act. Further, they have confirmed that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence.
13. BOARD MEETINGS AND AGM
The Board meets at regular intervals as and when required to discuss the business polices and strategies apart from other routine business matters.
During the Financial Year ended March 31,2024, the Board met 6 (Six) times i.e. on April 03, 2023, May 30, 2023, August 14, 2023, November 09, 2023, December 08, 2023 and February 14, 2024.
Apart from as aforesaid, the gap between two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year.
The attendance of the Directors at the Board Meetings and the AGM held during the Financial Year ended March 31,2024 is as under:
Number of Board Meetings
During the year under review, the Independent Directors met without the presence of non-independent Directors on February 14, 2024 in order to evaluate:
i. The performance of Non-Independent Directors and Board, as a whole.
ii. The performance of Chairman of the Company taking into account the views of all the Directors on Board.
iii. The quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All the Independent Directors attended the meeting.
14. COMMITTEES OF THE BOARD
Pursuant to Regulation 15(2) of the SEBI Listing Regulations, provisions of Corporate Governance including Composition of Board are not applicable to the Company.
The composition of the Board of Directors is in conformity with the requirements of the Act read with the Rules framed thereunder.
a) AUDIT COMMITTEE
Constitution of the Audit Committee
A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Section 177 of the Act read with rules framed thereunder.
The composition, quorum, powers, role and scope are in accordance with Section 177 of the Act. All the members of the Audit Committee are financially literate and have experience in financial management.
The Board has accepted all the recommendations of the Audit Committee during the Financial Year ended March 31, 2024.
Meeting and Attendance
The Committee met 4 (Four) times during the Financial Year ended March 31, 2024, i.e. on May 30, 2023, August 14, 2023, November 09, 2023 and February 14, 2024. The necessary quorum was present for all the meetings held during the year.
The composition of the Audit Committee and the details of meetings attended by members of the committee are given below:
Number of committee meetings
The previous AGM of the Company was held on September 29, 2023 and Shri P. K. R. K. Menon, Chairman of the Committee, was present at the last AGM to answer the shareholders' queries.
b) NOMINATION AND REMUNERATION COMMITTEE
Constitution of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted in compliance with Section 178 of the Act read with rules framed thereunder.
The composition, quorum, powers, role and scope are in accordance with Section 178 of the Act.
The Committee met 1 (One) time during the Financial Year ended March 31,2024. i.e on February 14, 2024. The necessary quorum was present for the meeting held during the year.
The composition of the Nomination and Remuneration Committee and the details of meetings attended by members of the Committee are given below:
c) STAKEHOLDERS RELATIONSHIP COMMITTEE
Constitution of the Stakeholders Relationship Committee
The Board has constituted the Stakeholders Relationship Committee comprising of three members. The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Act read with rules framed thereunder.
The Committee met 4 (Four) times during the Financial Year ended March 31, 2024 i.e., i.e. on May 30, 2023, August 14, 2023, November 09, 2023 and February 14, 2024. The necessary quorum was present for the meeting held during the year.
The composition of the Committee and the attendance of the members of the Stakeholders Relationship Committee during the Financial Year ended March 31, 2024 are as given below:
The Company obtains yearly certificate from a Company Secretary in Practice confirming the issue of certificates for transfer, sub-division, consolidation etc. and submits a copy thereof to the Stock Exchange where the shares of the Company are Listed in terms of Regulation 40(9) of the SEBI Listing Regulations.
Further, the Compliance Certificate under Regulation 7(3) of the SEBI Listing Regulations, confirming that all activities in relation to share transfer facility are maintained by Registrar and Share Transfer Agents is also submitted to the Stock Exchange where the shares of the Company are Listed on a yearly basis. The previous AGM of the Company was held on September 29, 2023 and Smt. Sharmila S. Chitale, Chairman of the Committee, was present at the last AGM to answer the shareholders queries.
15. CORPORATE GOVERNANCE
Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to Corporate Governance is not applicable to the Company as the paid up equity share capital of the Company does not exceed Rs.10 crores and net worth does not exceed Rs. 25 crores as on the last day of the previous Financial Year.
16. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the SEBI Listing Regulations.
The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. Additionally, the Chairman of the Board was also evaluated on key aspects of his role, taking into account the views of executive directors and non-executive directors in the aforesaid meeting.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by SEBI.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.
17. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS
Every Independent Director, Executive Director/Senior Managerial Personnel is familiarized about the Company's strategy, operations, organisation structure, human resources, quality, finance and risk management.
Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a Director. The terms and conditions of letter of appointment is available on the Company's website at http://eastcoaststeel.com/.
18. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
The company has adopted a policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director and also remuneration for key managerial personnel and other employees. The policy is available on the website of the Company at http://eastcoaststeel.com/.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, capturing your Company's performance, industry trends and other material changes with respect to your Company's and its subsidiaries, wherever applicable and future outlook as stipulated under the SEBI Listing Regulations is forming an integral part of the Annual Report.
20. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES
The Company has not availed any loans from its Directors or from their relatives during the period under review.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no Loan, guarantee given or investment made or security provided pursuant to Section 186 of the Act during the Financial Year under review.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES
All the related party transactions entered into by the Company during the Financial Year were on an arm's length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under Ind-AS 24 Related Party Disclosures' are reported in other explanatory information, forming part of the financial statements.
Details of related party transactions are regularly placed before the Audit Committee and also before the Board for its approval. Wherever required prior approval of the Audit Committee is obtained.
The Company has not entered into any related party transaction during the Financial Year pursuant to the provisions of Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time. Hence, disclosure in Form AOC-2 has not been given.
23. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a) The Board affirms that the remuneration paid is as per the Remuneration Policy of the Company.
b) The percentage increase in the median remuneration of employees in the Financial Year is - Nil.
c) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration: Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year is Nil and the percentile increase in the managerial remuneration is Nil.
d) Number of permanent employees on the rolls of the Company as on March 31, 2024 is 5.
e) The ratio of the remuneration paid to each Director to the median remuneration of the employees of the Company during the Financial Year ended March 31,2024:
f) The percentage increase in remuneration of Director: Nil
g) The percentage increase in remuneration of Chief Financial Officer and Chief Executive OfficeM3.95%
h) The percentage increase in remuneration of Company Secretary: Nil
i) There has been no remuneration or sitting fees paid to the Directors during the year under review.
The Company does not have any employee who is drawing a remuneration of Rs.102 Lakhs per annum or Rs.8.50 Lakhs per month as stipulated in the Act and the rules made thereunder. Hence, disclosures required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided, during the year under review.
The Company does not have any scheme or provision of money for the purchase of or subscription to its own shares by the employees/ directors or by trustees for the benefit of the employees/ directors.
24. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Act read with the rules framed thereunder, the Company has formulated a Whistle Blower Policy for Directors and Employees to report to the management about the unethical behavior, fraud or violation of Company's Code of Conduct. The mechanism provides for adequate safeguards against victimisation of Employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee and no personnel of the Company have been denied access to the Audit Committee. The policy is available on the website of the Company at http://eastcoaststeel.com/
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT
The Company is committed to provide an environment, which is free of discrimination, intimidation and abuse. Pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, the Company has a Policy for prevention of Sexual Harassment in the Company. All employees (permanent, contractual, temporary and trainees) are covered under this policy. Internal Complaints Committee has also been set up to redress the complaints received regarding sexual harassment. There were no cases reported during the Financial Year ended March 31,2024.
26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators/ Courts/ Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014 is not applicable.
Other Material Orders
M.B. Gupta HUF through Karta Mahesh Chand Gupta and others have filed C.P. No: 347/2020 and I.A. No: 701/2020 before the National Company Law Tribunal, Chennai, against the Company and others, as and by way of re-litigation of grievances which were already dealt with in the previous round of litigation in C.P. No. 56 of 2013 filed by Mr. Suresh Kumar Jalan and others before the erstwhile Company Law Board, Chennai, which were dismissed by the said judicial authority on 11 May 2015 and such dismissal having also been confirmed in Company Appeal No: 20 of 2015 by the Hon'ble High Court, Madras on 26 August 2019.
The Company and others have filed C.P. No: 248 of 2020 and I.A. No. 1177 of 2020 before the National Company Law Tribunal, Chennai, challenging the maintainability of the aforesaid petition filed by the Petitioners viz. M.B. Gupta HUF and others, which are pending for hearing before the Hon'ble Tribunal and these are scheduled to be heard as adjourned to 05th July 2024.
In the meanwhile, M/s Suresh Kumar Jalan and others have filed a new petition against the company and others before the National Company Law Tribunal, Chennai reiterating the allegations of the petition filed by M/s M.B. Gupta and others vide reference C.P. 38 of 2023 which also stands adjourned to 05th July 2024.
Mr. Sureshkumar Jalan has filed a criminal complaint too, in respect of corporate disputes before the CB CID Police Puducherry against the company and its directors and the Company is taking steps to defend the same in accordance with the law.
27. RISK MANAGEMENT POLICY
The Company in order to comply with the provisions of the Act and to provide an effective mechanism for implementing risk management system had adopted the policy on risk management for evaluating and monitoring various risks that could threaten the existence of the Company. The Company had not faced any major risks and no major deviations from the actuals as attained by the Company. The Audit Committee has reviewed the policy periodically. The Board takes overall responsibility for the overall process of risk management in the organisation.
The Board shall take note of any future threats and shall report to the Company for formulating an effective mechanism and strategy.The risk management policy is available on the website of the Company at http://eastcoaststeel.com/
28. SECRETARIAL AUDITORS
Appointment
Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Balraj Vanwari & Associates, Practicing Company Secretaries, (CP: 11708; A.C.S. 2762), have been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year ended March 31, 2024.
Secretarial Audit Report
The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2024, is annexed herewith as "Annexure- A" and forms part of this report.
The Secretarial Audit Report does not contain any adverse remark, reservation, qualification or disclaimer remark.
29. STATUTORY AUDITORS
M/s. Paresh Rakesh & Associates LLP (earlier known as M/s. Paresh Rakesh & Associates), Chartered Accountants (FRN: 119728W/W100743) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years i.e. upto the conclusion of 42nd AGM to be held in the year 2025, at the AGM held on September 30, 2020.
The Company has received written consent and certificate of eligibility pursuant to the provisions of Sections 139, 141 and other applicable provisions of the Act and rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) from M/s. Paresh Rakesh & Associates LLP, Chartered Accountants.
Statutory Auditor's Report
The Auditors' Report as issued by M/s. Paresh Rakesh & Associates LLP, Chartered Accountants for the Financial Year ended March 31,2024, on the financial statements of the Company is a part of this Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors, in their report for the Financial Year ended March 31,2024.
Disclosure under Section 143(12) of Act
The Statutory Auditors of the Company have not reported any fraud or irregularities, as specified under the Second provision of Section 143(12) of the Act (including any Statutory modification(s) or re-enactment(s) for the time being in force), read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the Financial Year under review.
30. EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual Return of the Company is available on the website and can be accessed at http://eastcoaststeel. com/
31. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.
32. COST AUDIT
The Company is not required to maintain cost record as prescribed by the Central Government under the provisions of Section 148 of the Act in view of the closure of the plant in 1995 and cessation of manufacturing activities. No manufacturing activities or related services have been undertaken by the Company since then.
33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place a robust internal financial control system, commensurate with the size of its operations and nature of its business activities. The Company has a standard operating procedure for various activities and operations and follows this standard operating procedure for its internal control procedures. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management at all locations of the Company. The Audit Committee reviews the report on Internal Control submitted by the Internal Auditors on a quarterly basis.
Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the Financial Year ended March 31, 2024.
34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE PERIOD UNDER REVIEW ALONGWITH THEIR STATUS AS AT THE END OF THE PERIOD
No applications were made or any proceedings are pending by or against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review or as at the end of the period.
35. DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES UNDER SECTION 67(3)(c) OF ACT
Disclosure under Section 67(3)(c) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, with respect to voting rights not exercised directly by the employees of the Company is not required to be given.
36. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, your Directors, based on the representations received from the Operating Management and after due enquiry, hereby confirm that:
a) In the preparation of annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) They had in consultation with Statutory Auditors, selected accounting policies and applied them consistently and made judgments 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 March 31,2024 and Loss of the Company for the year ended on that date;
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts for the Financial Year ended March 31, 2024 on a "going concern" basis;
e) They have laid down internal financial controls, which are adequate and operating effectively;
f) They have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
37. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
Provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, are not applicable to your Company as the Company does not fall under any of the criteria specified therein.
38. CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website and can be accessed at http://eastcoaststeel.com/
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) Conservation of Energy
(i) The steps taken or impact on conservation of energy:
The Company makes conscious efforts to reduce its energy consumption. Some of the measures undertaken by the Company during the year, were use of LED Lights at office premises instead of conventional lighting, usage of energy efficient air-conditioning and energy efficient office equipments such as printer, scanner and photocopy machines. The Company has been reducing dependence on paper communications and encourages use of electronic means of communication which serves towards environmental protection and sustainable growth.
(ii) Steps taken by the Company for utilizing alternate source of energy:
Apart from steps mentioned above to conserve energy, the management has been continuously exploring feasible alternate sources of energy.
(iii) The capital investment on energy conservation equipment:
There is no capital investment on energy conservation equipment during the year under review.
(B) Technology Absorption
(i) The efforts made towards technology absorption:
The Company evaluates technology developments on a continuous basis and keeps the organisation updated.
(ii) The benefits derived:
The Company has benefited from technology development. It has helped to understand in better way the requirement for the business.
(iii) The Company has not imported any technology from the beginning of the Financial Year.
(iv) The Company has not incurred any expenditure on Research and Development during the year under review.
(C) Foreign Exchange Earnings and Outgo
40. CAUTIONARY STATEMENT
Statements in these reports describing company's projections statements, expectations and hopes are forward looking. Though, these expectations are based on reasonable assumptions, the actual results might differ. Several factors could make a significant difference to the Company's operations. These include economic conditions, government regulations, taxation, natural calamity and currency rate changes, among others over which the Company does not have any direct control.
41. ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the assistance and guidance extended by Stock Exchange, Depositories, other statutory bodies and Company's Bankers for the assistance, cooperation and support.
Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors and other service providers for the excellent support received from them during the year. The commitment and contribution of the employees are also acknowledged and appreciated.