To the Members,
The Directors are pleased to present their 40th Annual Report along with the audited accounts of the Company for the year ended on 31st March, 2024.
Financial Performance
The Company’s financial performance for the year ended on 31st March, 2024 is summarized below:
(In Lakhs)
PERFORMANCE OVERVIEW
The Total Revenue including other income of the Company stood at Rs. 35.09 Lakhs in 2023-24 as against Rs.45.50 Lakhs in 2022-23. The Company posted profit after tax of Rs. 0.24 Lakhs in 2023-24 against Rs. 4.24 Lakhs in the previous year.
SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION During the year under review no material changes and commitments have occurred between the end of the financial year and the date of the report affecting the financial position of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
The Company does not have any Joint Ventures, Subsidiaries and Associate Companies.
MATERIAL SUBSIDIARIES
Pursuant to Regulation 24 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, It is required to formulate a policy for determining material subsidiaries but the same Clause is not applicable on Company as Company doesn’t have any Subsidiary Company.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate chapter on Management Discussion and Analysis is given in this Annual Report.
Considering the facts and prevailing circumstances, your Directors have not recommended any dividend for the financial year 2023-24.
RESERVES
The reserve for the financial year of 2023-24 showing in the balance sheet is Rs. 450.05 Lakhs as against Rs. 449.81 Lakhs in previous financial year.
PUBLIC DEPOSITS
During the F.Y. 2023-24, your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on date of the Balance Sheet.
CORPORATE GOVERNANCE
Your Company has a rich legacy of ethical governance practices and is committed to transparency in all its dealings and places high emphasis on business ethics. Your Company always places emphasis on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization’s corporate governance philosophy is directly linked to its performance. The
Company understands and respects its fiduciary role and responsibility towards its stakeholders and to the society at large, and strives to serve their interests, resulting in creation of value for all stakeholders.
A report on Corporate Governance along with the Certificate of Practicing Company Secretary confirming compliance of Corporate Governance as stipulated under point E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms an integral part of this Annual Report.
ANNUAL RETURN
Pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return for the financial year 2023-24, is available on the website of the Company and can be accessed at www.ebl.co.in.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantee or investment under the provision of section 186 of the Companies Act, 2013.
BORROWINGS
During the year under review, the company has taken an unsecured loan from M/s. Kesri Investments Private Limited, a Non-Banking Financial Company (NBFC) of Rs. 65,00,000 (Rs. Sixty Five Lakh) on interest @ 10.50% per annum due to meeting funding requirements of the company repayable on demand.
MEETINGS OF THE BOARD AND COMMITTEES
The particulars of the meetings of Board of Directors and Committees meetings held during the year, along with details regarding the meetings attended by the Directors forms part of Corporate Governance Report. The composition of Board and its Committees has also been provided in detail in Corporate Governance Report.
AUDIT COMMITTEE
Pursuant to the provisions of section 177 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the composition of an Audit Committee consisting of requisite number of Independent Directors.
VIGIL MECHANISM
The Company established a Vigil Mechanism/ Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy and provide adequate safeguards against victimization of the person availing this mechanism. This Policy has been appropriately communicated within the organization and is effectively operational. The policy provides mechanism whereby whistle blower may send protected disclosures directly to the Chairman of Audit Committee or Ethics Officer.
RISK MANAGEMENT
As per the requirement of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company laid down the procedures to inform Board members about the risk assessment and minimization procedures and the Board was responsible for framing, implementing and monitoring the risk management plan for the company. The Company has developed and implemented a Risk Management Policy to identify and mitigate key risks that may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference to financial statements. Such system has been designed to provide for:
? Adoption of accounting policies in line with applicable accounting standards. ? Proper recording of transactions with internal checks and reporting mechanism. ? Compliance with applicable statutes, policies, management policies and procedures.
The management of your Company periodically reviews the financial performance against the approved plans across various parameters and takes necessary action, wherever necessary.
DECLARATION OF INDEPENDENCE
Your Company received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 25 & 26 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of the familiarization program for the Independent Directors have been uploaded on the website of the Company and may be accessed through the link: http://www.ebl.co.in/EBL/Policy/Familiarisation_Programme%20for%20Independent%20Directors.pdf.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE. No significant and material order was passed by Regulators or Courts or Tribunals during the year under review impacting the going concern status of your Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your Company as on date of this report comprises Four (4) Directors, of which one (1) is a Chairman & Managing Director and CEO, one (1) Non-Independent & Non-Executive Director and three (2) Directors are Non-Executive & Independent Directors.
Pursuant to Sections 152 of the Companies Act, 2013, Shri Madhusudan Agarwal (DIN-00338537) is liable to retire by rotation and being eligible offers himself for re-appointment at the 40th Annual General Meeting of your Company.
It is further informed that the term of Mr. Madhusudan Chokhani (DIN-00307234) as Managing Director will expire at this Annual General Meeting. We wish to state that, shareholder approval for the renewal of his term was already obtained at the last Annual General Meeting held in 2023.
During the year under review, Ms. Jyoti Sachdeva resigned from the position of the Company Secretary & Compliance Officer and CFO with effect from 18th March, 2023. The Board in its meeting held on 26th May, 2023, appointed Ms. Yogita as Company Secretary & Compliance Officer and CFO of the Company with immediate effect. She also resigned from the said position with effect from 31st October, 2023. The Board in its meeting held on 29th January, 2024 appointed Mr. Chetan Goel as Company Secretary cum Compliance Officer and CFO of the company with immediate effect.
Mr. Madhusudan Chokhani Managing Director and CEO, Mr. Chetan Goel Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on 31stMarch, 2024.
None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.
Further, none of the Directors are debarred from holding the office of Director pursuant to any SEBI Order or any other such authority. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013.
PARTICULARS OF REMUNERATION
The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended is set out in Annexure ‘I’ to this Report. However, as per the provision of Section 136 of the Companies Act, 2013, the Report and the Accounts are being sent to all members of the Company.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Nomination and
Remuneration Policy had been framed for the appointment of Directors, Key Managerial Personnel and Senior Management and fixation of their remuneration.
The Nomination and Remuneration Policy of the Company is annexed as Annexure II and forms part of this Report.
Your Directors inform the members that the Nomination and Remuneration Committee as well as your Directors endeavor to follow the policy and all appointments in Board and Senior Management are considered at the meeting of the Committee and the Board.
RELATED PARTY TRANSACTIONS
The Board has accorded its approval for entering into any related party transactions which are in the ordinary course of business and at arm’s length basis. The Company has formulated a policy on Related Party
Transactions which is available on website of the Company and can be accessed through the mentioned link http://www.ebl.co.in/EBL/Policy/Related%20Party%20Policy.pdf.
Related party transactions (Form AOC- 2)pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 as entered by the Company during financial year 2023-24 is annexed herewith as ‘Annexure III’ to this Report.
STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN DONE In terms of provisions of Companies Act, 2013 and Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without participation of the Non-Independent Directors and Management, considered/evaluated the Boards’ performance, Performance of the Chairman and other Non-Independent Directors. The Board subsequently evaluated the performance of Independent Directors as per the criteria laid down and has recommended their continuation on the Board of the Company. The working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the Director being evaluated) were also evaluated. Nomination and Remuneration Committee have laid down the criteria for performance evaluation of all directors and Directors whose performance are subject to evaluation have not participated in the meeting.
The evaluation criteria as laid down by the Nomination & Remuneration Committee included various aspects of the functioning of Board such as composition, process & procedures including adequate & timely information, attendance, delegation of responsibilities, decision-making; roles & responsibilities including monitoring, benchmarking, feedback; stakeholder relationship and committees.
The performance of individual Directors including the Chairman was evaluated on various parameters such as knowledge & experience, interest of stakeholders, time devoted etc. The evaluation process has been explained in the Corporate Governance Report of the Annual Report. The evaluation of Independent Directors was based on aspects like participation in & contribution to the Board decisions, knowledge & experience and judgment.
The Company recognizes and embraces the importance of diversity in the Board in its success. We believe that a truly diverse Board will leverage difference in thought, perspective, knowledge, skill, regional and industry experience, culture and geographical background, age, ethnicity which will help us retain our competitive advantage.
AUDITORS STATUTORY AUDITORS
M/s. B.K. Shroff & Co., Chartered Accountants, were appointed with your approval as the Statutory Auditors of your Company for a period of five years till the conclusion of the ensuing AGM. It is further informed that, 2nd Term of M/s B.K. Shroff & Co. Chartered Accountants is going to expire at ensuing AGM therefore Board recommended the appointment Suresh Kumar Mittal & Co., Chartered Accountants (Firm Registration No.-500063N) as statutory auditor in place of M/s B.K. Shroff & Co.
The Board, on the recommendation of the Audit Committee, has recommended for the approval of the Members, the appointment of Suresh Kumar Mittal & Co. as the Auditors of your Company for a period of five years from the conclusion of the ensuing 40thAGM till the conclusion of the 45thAGM. On the recommendation of the Audit Committee, the Board has also recommended for the approval of the Members, the remuneration of Suresh Kumar Mittal & Co. for the financial year 2024-25. Appropriate resolution seeking your approval for the appointment and remuneration of Suresh Kumar Mittal & Co.as the Statutory Auditors is appearing in the Notice convening the 40thAGM of your Company.
Suresh Kumar Mittal & Co. Chartered Accountants, have confirmed their eligibility under section 141 of the Companies Act, 2013 and rules framed thereunder.
During the year under review, the Auditor did not report any matter under Section 143(12) of the Companies Act, 2013; therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013. The observations of the Auditor, if any, are explained wherever necessary, in the appropriate notes to the accounts. The Statutory Auditor’s Report does not contain any qualification, reservation or adverse remark, disclaimer or emphasis of matter.
INTERNAL AUDITORS
Pursuant to Provisions of section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. Suresh Kumar Mittal & Co, Chartered Accountants as Internal Auditors of the Company for the financial year 2023-24. The role of Internal Auditors includes but is not limited to review of internal systems, standard operating procedures, adherence to statutory laws & other operational norms as set by the management, monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, etc.
SECRETARIAL AUDITOR
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. SSPK & Co.,
Company Secretaries, as Secretarial Auditor of the Company for the year ended 31st March, 2024. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Report of Secretarial Auditor is annexed as Annexure IV forming part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information as required by Section 134 (3) (m) read with relevant rules of the Companies Act, 2013, is set out as under: CONSERVATION OF ENERGY Provision for Conservation of Energy is not applicable on the Company.
TECHNOLOGY ABSORPTION, ADOPTION & INNOVATIONS
There is no Technology absorption, adoption & innovation in the Financial Year 2023-24 by the Company. FOREIGN EXCHANGE EARNINGS & OUTGO
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c), the Directors hereby state and confirm that :
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the directors 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 at the end of the financial year and of the profit and loss of the company for that period; (c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors have prepared the annual accounts on a going concern basis; and (e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
Provision of Section 135 of Companies Act, 2013 is not applicable on the Company hence there is no requirement to constitute corporate social responsibility (CSR) committee and corporate social responsibility policy.
INTERNAL COMPLAINTS COMMITTEE (ANTI-SEXUAL HARASSMENT POLICY)
During the period under review, no complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace.
MAINTENANCE OF COST RECORDS
During the period under review, maintenance of cost records as specified by the Central Government under sub section (1) of 148 of the Companies Act, 2013 is not required to be maintained by the company.
DISCLOSURE OF ACCOUNTING TREATMENT
The Company has followed the same accounting treatment as prescribed in the relevant Indian Accounting Standards while preparing the Financial Statements.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
ACKNOWLEDGEMENTS
The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.
Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.