Mar 31, 2023
The Board is pleased to present the 38th Annual Report of Eldeco Housing and Industries Limited (ââthe Companyââ) on the business and operations of your Company together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2023.
The Company''s performance during the financial year ended March 31, 2023 as compared to the previous financial year ended March 31, 2022 is summarized below:
(Amount in Lakhs) |
||||
Particulars |
Standalone |
Consolidated |
||
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
|
Revenue from Operations |
10,492.44 |
9,971.13 |
12,914.11 |
12,687.59 |
Other Income |
849.95 |
809.90 |
1,150.62 |
1,029.45 |
Total Income |
11,342.39 |
10,781.03 |
14,064.73 |
13,717.03 |
Expenses |
||||
Cost of material consumed, construction and other related project cost |
8,534.92 |
5,137.54 |
11,054.98 |
7,273.40 |
Changes in inventories of finished goods, project in progress |
(4,317.39) |
(1,998.23) |
(5,487.81) |
(2,403.75) |
Employee benefit Expenses |
772.29 |
578.00 |
772.29 |
578.00 |
Finance cost |
150.13 |
95.04 |
166.40 |
101.69 |
Depreciation and amortization Expenses |
67.03 |
66.06 |
67.93 |
67.24 |
Other expenses |
1,284.12 |
1,120.43 |
1,458.33 |
1,274.72 |
Total Expenses |
6,491.10 |
4,998.55 |
8,032.11 |
6,891.29 |
Profit before Tax |
4,851.30 |
5,782.48 |
6,032.62 |
6,825.75 |
Tax Expenses: |
||||
Current Tax |
1,266.35 |
1,464.48 |
1,569.25 |
1,737.44 |
Deferred Tax |
24.31 |
25.32 |
27.29 |
32.45 |
Earlier year Taxes |
- |
- |
(0.54) |
(24.08) |
Total Tax Expenses |
1,290.66 |
1,489.80 |
1,596.01 |
1,745.81 |
Profit after Tax |
3,560.63 |
4,292.68 |
4,436.62 |
5,079.94 |
Total comprehensive income for the year |
3,565.32 |
4,292.88 |
4,441.31 |
5,083.79 |
During the year under review, your Company''s consolidated revenue stood at ? 14,064.73 Lakhs including other income of ? 1,150.62 Lakhs as compared to total revenue of ? 13,717.03 Lakhs including other income of ? 1,029.45 Lakhs during the previous financial year ended March 31, 2022. As at March 31, 2023, profit after tax stood at ? 4,436.62 Lakhs as compared to the previous financial year ending March 31, 2022, profit after tax at ? 5,079.94 Lakhs.
Further on standalone basis, the total revenue stood at ? 11,342.39 Lakhs including other income of ? 849.95 Lakhs as compared to total revenue of ? 10,781.03 Lakhs including other income of ? 809.90 Lakhs during the previous financial year ended March 31, 2022. As at March 31, 2023, profit after tax stood at ? 3,560.63 Lakhs as compared to the profit of previous financial year ended March 31, 2022 amounting to ? 4,292.68 Lakhs.
The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.
Based on the Company''s performance, the Board of Directors at their meeting held on May 15, 2023 have recommended final dividend at the rate of ? 8/- (@ 400%) per equity share of the face value of ? 2/- each fully paid up for the financial year ended March 31, 2023. The payment of final dividend is subject to the approval of the Members at the ensuing Annual General Meeting (ââAGMââ) of the Company.
The Final Dividend, subject to the approval of Members at the ensuing AGM to be held on Friday, September 22, 2023 will be paid to those Members whose names appear in the Register of Members as on the Record date i.e. Friday, September 15, 2023 and in respect of shares held in dematerialized form, it shall be paid
to the Members whose names are furnished by National Securities Depository Limited (ââNSDLââ) and Central Depository Services (India) Limited (ââCDSLââ), as beneficial owners as on that date.
In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source at prescribed rates as per the Income Tax Act, 1961.
The Company had written to the Members holding shares in physical form requesting them to furnish details regarding their PAN and also their bank details for payment of dividend through electronic mode. Those shareholders who are yet to respond to the Company''s request in this regard are once again requested to take action in the matter at the earliest.
For enabling payment of dividend in future through electronic mode, Members holding shares in physical form are requested to furnish updated particulars of their bank account to the Company or our Registrar & Share Transfer Agent, Skyline Financial Services Private Limited along (ââRTAââ) with a photocopy of a cancelled cheque and self-attested copy of PAN card. Beneficial owners holding shares in electronic form are requested to furnish their bank account details to their respective depository participant (ââDPââ) and ensure that such changes are recorded by them correctly.
Pursuant to the provisions of the Companies Act, 2013 (ââthe Actââ) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (ââthe SEBI Listing Regulationsâ), the Board has carried out an annual evaluation of its own performance, Board Committees and individual directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria, such as, Board composition and structure, understanding business and risks, effectiveness of Board processes and procedures, oversight of financial reporting process including internal controls and audit functions, ethics and compliance and monitoring activities, etc.
The performance of the Committees were evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria, such as, composition of Committee, effectiveness of Committee meetings, etc.
The performance of individual Directors was evaluated on parameters as defined by the Board and the Nomination and Remuneration Committee, inter alia, such as regularity, preparatory, participation at the Board meetings, timely execution of action items, recommendations and their periodic update to the Board, effective and successful relationships and communication with fellow Board Members and senior management, quality and value of their contributions at Board meetings, adherence to the Company''s policies and resolutions, devoting time and effort to understand the Company and its business etc.
In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive and non- executive Directors. Performance evaluation of Independent Directors was carried out by the entire Board, excluding the respective Independent Director being evaluated.
As an outcome of the above exercise, it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board has a right balance of discussion between strategic and operational issues. The Board Members from different backgrounds bring about different complementarities and deliberations in the Board and Committee Meetings are enriched by such diversity and complementarities. The Board Evaluation Policy is available on the Company''s website at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies
MATERIAL CHANGES AND COMMITMENT
During the year under review, following material change took place:
The Equity Shares of the Company got listed on National Stock Exchange of India Limited (ââNSEââ) and were admitted to dealings on the Exchange w.e.f. Tuesday, April 12, 2022 as per the details given below:
Description |
Symbol |
Series |
No. of |
of Securities |
Securities |
||
Equity shares of ? 2/- |
ELDEHSG |
EQ |
98,33,000 |
each fully paid up |
NSE is the largest exchange in the Country in terms of trading volumes. Listing at NSE shall provide more visibility to the Company and better reach.
Except as disclosed elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company which have occured between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.
INVESTOR EDUCATION AND PROTECTION FUND AND UNPAID/UNCLAIMED DIVIDEND
Pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (ââIEPF Rulesââ) and relevant circulars and amendments, all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to the Investor Education Protection Fund (ââIEPFââ) in accordance with the procedure prescribed in the IEPF Rules. Accordingly, during the Financial Year 2022-2023, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2014-15 of ? 1,60,324/- (Rupees One Lakh Sixty Thousand Three Hundred and Twenty Four). Further 3000 (Three Thousand) equity shares of ? 2/- each were transferred to IEPF as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. The details of the shares so transferred are available on the website of the Company at www.eldecogroup.com .
The Company has also transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2015-16 of ? 6,01,430/- (Rupees Six Lakhs One Thousand Four Hundred and Thirty). Further 4630 (Four Thousand Six Hundred and Thirty) equity shares of ? 2/- each were transferred to IEPF as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years.
Any Member whose dividend entitlements and/or shares are transferred to IEPF can claim their dividends/shares by making an online application in Form I EPF-5 available on www.iepf.gov.in .
Details of the Nodal Officer for the purpose of coordinating with IEPF Authority Name : Ms. Chandni Vij, Company Secretary Email : [email protected] Contact No. : 0522-4039999 Schedule for transfer of unclaimed dividends to the IEPF: |
||||
Financial Year ended |
Rate |
Date of Declaration |
Last Date for Claiming |
Last Date for Transfer to IEPF |
31.03.2017(Interim) |
125% |
14.02.2017 |
23.03.2024 |
22.04.2024 |
31.03.2018 (Final) |
125% |
28.09.2018 |
04.11.2025 |
04.12.2025 |
31.03.2019 (Final) |
175% |
27.09.2019 |
03.11.2026 |
03.12.2026 |
31.03.2020 (Interim) |
175% |
03.03.2020 |
03.04.2027 |
03.05.2027 |
31.03.2021 (Final) |
400% |
22.09.2021 |
28.10.2028 |
28.11.2028 |
31.03.2022 (Final) |
400% |
28.09.2022 |
31.10.2029 |
30.11.2029 |
The details of unpaid and unclaimed amounts lying with the Company can be viewed at https://www.eldecogroup.com/investor/ eldeco-housing-industries-ltd/investor-relations/stock-information/unpaid-and-undaimed-dividend
The Company is primarily engaged in the activities of Real Estate Development. There was no change in the nature of the business of the Company, during the year under review.
The Board has decided not to transfer any amount to the reserves for the year under review.
The Board of the Company has taken all necessary steps for identifying the potential risks of the Company and their mitigation plans. The Board of Directors reviews the business plan at regular intervals for proper identification, analysis and mitigation of all material risks, both internal and external.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee (ââNRCââ) of your Board has formulated a Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.
Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Nomination and Remuneration Policy of your Company.
The detailed policy is available on the Companyâs website https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/ corporate-governance/policies
DISCLOSURES U/S 197(12) OF THE COMPANIES ACT, 2013
S. No. |
Particulars |
Responses |
1. |
The ratio/percentage of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. |
27.25% |
2. |
The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: |
|
a) Mr. Pankaj Bajaj (Chairman cum Managing Director) |
16.67% |
|
b) Mr. Kapil Saluja (Chief Financial Officer) |
45.68% |
|
c) Ms. Chandni Vij (Company Secretary) |
34.24% |
|
3. |
The percentage increase in the median remuneration of employees in the financial year. |
16.96% |
4. |
The number of permanent employees on the rolls of Company. |
50 |
5. |
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 the managerial remuneration. |
During the financial year under review, none of the Company''s employees was in receipt of remuneration as specified under Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and hence no particulars are required to be disclosed in this Report. The names of the top ten employees in terms of remuneration drawn are available for inspection by the Members on request at the Registered Office of the Company during business hours (between 11:00 a.m. to 01:00 p.m.) on any working day of the Company upto the date of the AGM. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at [email protected]
During the financial year 2022-23, there was no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company. As on March 31, 2023, the Company is having Authorized Share Capital of ? 45,55,00,000/- divided into 14,02,50,000 Equity Shares of ? 2/- each and 1,75,00,000 Preference shares of ? 10/-each. The Issued, Subscribed and Paid-Up Equity Share Capital of the Company as on March 31, 2023 is ? 1,96,66,000/- divided into 98,33,000 Equity Shares of ? 2/- each.
During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on March 31, 2023, none of the Directors of the Company held shares or convertible instruments of the Company except Mr. Pankaj Bajaj, Chairman cum Managing Director of the Company who holds 33,74,735 Equity Shares of the Company.
During the year under review, the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as âDeposits'' in terms of Section 73 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014.
DIRECTORSâ & KEY MANAGERIAL PERSONNEL
There was no change in the composition of Board of Directors and the Key Managerial Personnel during the year under review.
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act, Mr. Shrikant Jajodia (DIN: 00602511), Non-Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has proposed the re-appointment for approval of the Members at the ensuing AGM of the Company.
Brief profile and other information of the Director seeking reappointment along with the other details as stipulated under the SEBI Listing Regulations are provided in the Notice of the AGM forming part of this Annual Report.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and also none of the Directors of the Company are disqualified under Section 164(2) of the Act. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct for Directors and Senior Management Personnel.
During the year under review, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in the Report on Corporate Governance forming part of this Annual Report.
Mr. Pankaj Bajaj, Chairman cum Managing Director, Ms. Chandni Vij, Company Secretary and Compliance Officer and Mr. Kapil Saluja, Chief Financial Officer of the Company are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief confirm that:
a. In the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;
b. The Directors had selected such 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, 2023 and of the profits of the Company for the year ended on that date;
c. The Directors 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. The Annual Accounts of the Company have been prepared on a going concern basis;
e. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Members at the Thirty Seventh (37th) AGM of the Company held on September 28, 2022 approved the appointment of M/s Doogar & Associates, Chartered Accountants (Firm Registration Number: 000561N), as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of Thirty Seventh (37th) AGM till the conclusion of the Forty Second (42nd) AGM to be held in the year 2027.
The Report given by M/s Doogar & Associates, Chartered Accountants on the financial statements of the Company for the financial year ended March 31, 2023 is a part of this Annual
Report. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Notes on the Financial Statements and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and therefore do not call for any further comments.
M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. F672; CP No. 3556) have carried out secretarial audit for the financial year 2022-2023. The Board of Directors at their meeting held on May 15, 2023 have re-appointed M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. F672; CP No. 3556) as the Secretarial Auditors of the Company for the Financial Year 2023-2024.
As required under the provisions of Section 204 of the Act and pursuant to Regulation 24A of the SEBI Listing Regulations, the report in respect of the Secretarial Audit for FY 2022-23 carried out by M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. FCS F672; CP No. 3556), in Form MR-3 forms part to this report as âAnnexure-Bâ. Also, the Secretarial Audit Report for FY 2022-2023 in Form MR-3 in respect of Omni Farms Private Limited, the material unlisted subsidiary of your Company, forms part of this report as âAnnexure-Câ. The said reports are self-explanatory and do not contain any adverse observation or qualification.
Pursuant to Regulation 24A of the SEBIListing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. FCS F672; CP No. 3556) on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued there under and the same has been submitted with the Stock Exchanges within the prescribed due date.
M/s Seth & Associates, Chartered Accountants (Firm Registration Number: 001167C) represented by Mr. Dhruv Seth (Membership No. 404028) have carried out internal audit for the financial year 2022-2023. The Board of Directors at their meeting held on May 15, 2023 have re-appointed M/s Seth & Associates, Chartered Accountants, Lucknow as the Internal Auditors of the Company for the Financial Year 2023-2024.
The Internal Audit Reports were placed before the Audit Committee and the Board of Directors at periodic intervals.
As required under Rule 8(5) (ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under subsection (1) of Section 148 of the Act for the financial year ended March 31, 2023.
Pursuant to Section 148 of the Act, the Board of Directors of the Company has in its Meeting held on August 3, 2023 and based on the recommendation of the Audit Committee, re-appointed M/s Paliwal & Associates (FRN: 0000368) as Cost Auditors of the Company for the financial year 2023-24 to carry out an audit of cost records of the Company.
As required under the Act, the remuneration payable to Cost Auditors must be placed before the Members at a general meeting for ratification. Hence, a resolution for the same forms part of the Notice of the ensuing AGM.
The Cost Audit Report for the financial year ended March 31, 2023 is under finalization and shall be filed with the Central Government within the prescribed time limit.
e) Reporting of Frauds by Auditors
During the year under review, the Auditors have not reported any instances of frauds committed by the Company, by its Officers or Employees to the Board or Audit Committee under Section 143(12) of the Act.
SUBSIDIARY COMPANIES
As on March 31, 2023, the Company has 40 wholly owned subsidiaries and there has been no material change in the nature of the business of the subsidiaries.
The following wholly owned Subsidiaries were incorporated during the year 2022-2023:
1) Conception Realtors Private Limited- Incorporated w.e.f. June 30, 2022;
2) Miraculous Properties Private Limited- Incorporated w.e.f. June 30, 2022;
3) Supremacy Builders Private Limited- Incorporated w.e.f. June 30, 2022;
4) Proficiency Real Estate Private Limited- Incorporated w.e.f. July 1, 2022;
5) Ascendancy Constructions Private Limited- Incorporated w.e.f. July 5, 2022;
6) Inception Buildtech Private Limited- Incorporated w.e.f. July 13, 2022.
During the year 2022-2023, Villa Constructions Private Limited, a subsidiary Company of the Company ceased to be a subsidiary with effect from September 22, 2022.
Omni Farms Private Limited, a wholly owned subsidiary of the Company is a material subsidiary of the Company under Regulation 16(1)(c) of the SEBI Listing Regulations. The policy for determining material subsidiaries of the Company has been provided at https:// www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies.
Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of financial statements of the subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company and separate audited financial statements in respect of the subsidiaries are available on the website of the Company at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/investor-relations/financial-information/ subsidiary-financials/
The Company shall make available the Annual Accounts and other related detailed information of the subsidiaries to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiaries shall also be kept open for inspection by the Members at the Registered Office of the Company.
As on date of this Report, following are the subsidiaries of the Company:
1. Aaj Constructions Private Limited
2. Artistry Construction Private Limited
3. Ascendancy Constructions Private Limited
4. Carnation Realtors Private Limited
5. Cascade Constructions Private Limited
6. Conception Realtors Private Limited
7. Conviction Constructions Private Limited
8. Deepjyoti Constructions Private Limited
9. Dua Constructions Private Limited
10. Eco World Properties Private Limited
11. Erudite Constructions Private Limited
12. Facility Constructions Private Limited
13. Flourish Constructions Private Limited
14. Frozen Constructions Private Limited
15. Garv Constructions Private Limited
16. Heather Buildcon Private Limited
17. Inception Buildtech Private Limited
18. Iris Realtors Private Limited
19. Khwahish Constructions Private Limited
20. Miraculous Properties Private Limited
21. Neo Realtors Private Limited
22. Neptune Infracon Private Limited
23. Numerous Constructions Private Limited
24. Omni Farms Private Limited
25. Placate Constructions Private Limited
26. Primacy Constructions Private Limited
27. Proficiency Real Estate Private Limited
28. Prosper Constructions Private Limited
29. Samarpit Constructions Private Limited
30. Shivaye Constructions Private Limited
31. Spring Greens Realty Private Limited
32. Suniyojit Constructions Private Limited
33. Supremacy Builders Private Limited
34. Sushobhit Constructions Private Limited
35. Swarajya Builders Private Limited
36. Swarg Constructions Private Limited
37. Swabhiman Buildtech Limited
38. Turbo Realtors Private Limited
39. Utsav Constructions Private Limited
40. Yojna Constructions Private Limited
STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS
The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2023, in accordance with the requirements of
the Companies (Indian Accounting Standards) Rules, 2015 (IND-AS) notified under Section 133 of the Act, read with relevant rules and other accounting principles. The Consolidated Financial Statements has been prepared in accordance with IND- AS and relevant provisions of the Act based on the financial statements received from subsidiaries as approved by their respective Board of Directors.
In accordance with the provisions of the Act and Regulation 33 of the SEBI Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2022-2023, together with the Auditorsâ Report, forms an integral part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a CSR Committee and the Board has approved the CSR Policy based on the recommendation of the CSR Committee. The Policy is available on the website of the Company at https://www.eldecogroup.com/investor/ eldeco-housing-industries-ltd/corporate-governance/policies. The Policy is also reviewed by the Board on time-to-time basis.
Annual Report on CSR activities during the year under review as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is attached as âAnnexure-Dâ. The terms of reference of the CSR Committee is provided in the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report with detailed review of operations, performance and future outlook, as required under Regulation 34 read with Schedule V to the SEBIListing Regulations, has been separately furnished in the Annual Report and forms a part of this Annual Report.
The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India. The Corporate Governance Report as stipulated under the SEBI Listing Regulations forms a part of this Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to the SEBI Listing Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.
DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companyâs operations in future.
There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.
The Companyâs internal control systems commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial
Statements are adequate. Details on the Internal Financial Controls of the Company forms part of the Management Discussion and Analysis Report forming part of this Annual Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism and Whistle Blower Policy as per the provisions of Section 177(9) and (10) of the Act, Regulation 22 of the SEBI Listing Regulations and Regulation 9A(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for its Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.
The said Policy has been shared with all the concerned and has also been placed on the website of the Company at https://www. eldecogroup.com/investor/eldeco-housing-industries-ltd/ corporate-governance/policies
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company''s process ensures complete anonymity and confidentiality of information. The below table provides details of complaints received/ disposed during the financial year 2022-2023.
Number of complaints filed during the financial year |
NIL |
Number of complaints disposed of during the financial year |
NIL |
Number of complaints pending as on end of the financial year |
NIL |
COMPLIANCE WITH SECRETARIAL STANDARDS
During the period under review, the Board confirms that, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ââICSIââ) as amended from time to time.
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
There are no instances of one time settlement during the financial year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 are given as under:
1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.
2. Technology Absorption: The Company is taking advantage of the latest developments and advancements in the Construction Industry. The Company is using indigenous technology which is well established in the Country and no foreign technology/ know how was purchased. The Company has not incurred any R & D expenditure during the year.
3. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future, as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.
LISTING FEES
The equity shares of the Company are presently listed at BSE Limited (ââBSEââ) and National Stock Exchange of India Limited* (ââNSEââ). The Company has paid listing fees of BSE and NSE for the financial year 2023-2024.
*The equity shares of the Company got listed on NSE and were admitted to dealings on the Exchange w.ef April 12, 2022.
OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013
Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Act, the Annual Return of the Company as at March 31, 2023 is available on the website of the Company at https://www. eldecogroup.com/investor/eldeco-housing-industries-ltd/ investor-relations/reports-and-presentations/annual-returns. By virtue of amendment to Section 92(3) of the Act, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Director''s Report.
During the year under review, the Board of Directors duly met Five (5) times in accordance with the provisions of the Act and Rules made there under. The Notice and agenda of the meeting was circulated to the Members of the Board well in advance along with necessary documents, reports, recommendations etc. so that each Board member can actively participate on agenda items during the meetings. The details of Board and Committee Meetings and the attendance of the Directors at such meetings are provided in the Corporate Governance Report, which forms a part of this Annual Report. The intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.
Additionally, on February 13, 2023, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act, and the provisions of the SEBI Listing Regulations.
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following statutory Committees constituted by the Board, function according to their respective roles and defined scope:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationship Committee
4) Corporate Social Responsibility Committee
The details pertaining to composition, terms of reference, number of meetings held and attendance thereat for respective Committees have been enumerated in the Corporate Governance Report forming part of this Annual Report.
The Board has constituted an Audit Committee, which comprises of Mr. Anil Tewari as the Chairman and Mr. Pankaj Bajaj, Mr. Ranjit Khattar and Mr. Ashish Jain as the Members. The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. The details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the Members at such meetings are given in the Corporate Governance Report, which forms a part of this Annual report. The recommendations made by the Audit Committee were accepted by the Board of Directors during the year.
In line with the requirements of the Act and the SEBIListing Regulations, the Company has formulated a Policy on Related Party Transactions. The updated Policy can be accessed on the Companyâs website at https://www.eldecogroup.com/investor/ eldeco-housing-industries-ltd/corporate-governance/policies. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related Parties.
All related party transactions entered during the year were approved by the Audit Committee and were in ordinary course of the business and at armâs length basis. None of the transactions with any of related parties were in conflict with the Companyâs interest. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for the financial year 2022-2023 and hence does not form part of this Report.
Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in notes to the standalone/consolidated financial statements forming a part of this Annual Report.
The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to loans, guarantees or investments during the year.
Pursuant to the provisions of Section 186 of the Act, particulars of loans, guarantees and investments made by the Company have been disclosed in the notes to the financial statements.
The Board of Directors places on record its sincere appreciation for the dedicated services by the employees of the Company at all levels and the constructive co-operation extended by them. Your Directors would also like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Bankers, Financial Institutions, Customers, Employees, Suppliers, other Business Associates and various other stakeholders.
Mar 31, 2018
To,
The Members,
Eldeco Housing and Industries Limited
The Directors have pleasure in presenting the 33rd Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS
The summarized financial results for the year ended 31st March, 2018 and for the previous year ended 31st March, 2017 are as follows:
(Rs. in Lacs)
Standalone |
Consolidated |
|||
31st March, 2018 |
31st March, 2017 |
31st March, 2018 |
31st March 2017 |
|
Revenue: |
||||
1) Revenue from operations |
7435.48 |
7270.28 |
10898.30 |
16908.95 |
2 ) Other Income |
352.76 |
157.06 |
465.02 |
540.73 |
Total Income |
7788.24 |
7427.34 |
11363.32 |
17449.67 |
Expenses: |
||||
1) Cost of material consumed, construction and other related project cost |
5646.92 |
3031.79 |
8005.05 |
10732.08 |
2) Changes in inventories of finished goods, project in progress |
(2315.10) |
1474.14 |
(2110.94) |
1248.05 |
3) Employee benefit Expense |
414.43 |
313.82 |
455.16 |
414.16 |
4) Finance cost |
170.84 |
558.16 |
196.86 |
301.59 |
5) Depreciation and amortization expense |
24.44 |
36.05 |
27.10 |
50.54 |
6) Other expenses |
1065.65 |
604.86 |
1133.97 |
1009.50 |
Total Expenses |
5007.19 |
6018.82 |
7707.20 |
13755.91 |
Profit before Tax (PBT) |
2781.05 |
1408.52 |
3656.12 |
3693.76 |
Tax Expenses: |
||||
1) Current tax |
961.51 |
479.44 |
1205.95 |
1275.87 |
2) Deferred tax |
(77.85) |
19.40 |
(80.41) |
17.44 |
3) Earlier year Taxes |
- |
- |
(4.32) |
29.15 |
Total Tax Expenses |
883.66 |
498.84 |
1121.23 |
1322.46 |
Profit after Tax |
1897.39 |
909.68 |
2534.89 |
2371.30 |
Total Other comprehensive income |
0.35 |
0.55 |
0.35 |
0.55 |
Total comprehensive income for the year |
1897.75 |
910.24 |
2535.24 |
2371.85 |
STATE OF COMPANYâS AFFAIRS
During the year under review, your Company recorded on consolidated basis total revenue of Rs. 11363.32 lacs including other income of Rs. 465.02 lacs as against total revenue of Rs. 17449.67 lacs including other income of Rs. 540.73 lacs of the previous financial year ended 31st March, 2017.There is a growth in the profit for the year ended 31st March, 2018 amounting to Rs. 2535.24 lacs as compared to the previous financial year profit ended 31st March, 2017 amounting to Rs. 2371.85 lacs. Further, your Company recorded on Standalone basis total revenue of Rs. 7788.24 lacs including other income of Rs. 352.76 lacs as against total revenue of Rs. 7427.34 lacs including other income of Rs. 157.06 lacs of the previous financial year ended 31st March, 2017. There is a growth in the profit for the year ended 31st March, 2018 at Rs. 1897.75 lacs as compared to the financial year profit ended 31st March, 2017 at Rs. 910.24 lacs.
The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of its committees.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria, such as, board composition and quality, understanding business and risks, effectiveness of board processes and procedures, oversight of financial reporting process including internal controls and audit functions, ethics and compliance and monitoring activities, etc.
The performance of the committees were evaluated by the Board after seeking inputs from the committee members on the basis of criteria, such as, composition of committee, effectiveness of committee meetings, etc.
The performance of individual directors was evaluated on parameters as defined by the Board and the Nomination and Remuneration Committee, inter-alia, such as regularity, preparatory, participation at the Board meetings, timely execution of action items, recommendations and their periodic update to the Board, effective and successful relationships and communication with fellow Board members and senior management quality and value of their contributions at Board Meetings, adherence to the Companyâs policies and resolutions, devoting time and efforts to understand the company and its business etc.
In a separate meeting of Independent Directors, the performance of Non- Independent Directors, performance of Board as a whole and the performance of Chairman was evaluated, taking into account views of Executive and Non- executive Directors. Performance evaluation of Independent Directors was carried out by the entire Board, excluding the respective Independent Director being evaluated.
MATERIAL CHANGES AND COMMITMENT
Except as disclosed elsewhere in this report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.
DIVIDEND
Your Directors in its meeting held on 25th May, 2018 have recommended a final dividend at the rate of Rs. 12.50 per equity share, i.e 125% of the paid up Equity Share Capital for the financial year ended March 31, 2018 (previous year Rs. 12.50 per equity share, i.e 125% of the paid up Equity Share Capital). The recommendation is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) to be held on 28th September, 2018.
The dividend shall be paid to members whose names appear in the Register of Members as on 21st September, 2018 and in respect of shares held in dematerialized form, it shall be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (â the Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares have also been transferred as per the requirements of the IEPF rules.
FRAUDS REPORTED UNDER SUB SECTION 12 OF SECTION 143 BY THE AUDITOR
During the year under review, no frauds under section 143(12) of the Companies Act, 2013 were reported to the Board by the Auditor.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there were no changes in the nature of business of the Company.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves during the financial year 2017-2018.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
The Board of the Company has taken all necessary steps for identifying the potential risks of your Company and their mitigation plans. The Board of Directors reviews the business plan at regular intervals for proper identification, analysis and mitigation of all material risks, both internal and external.
DISCLOSURES U/S 197(12) OF THE COMPANIES ACT, 2013 WITH RESPECT TO RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEEâS REMUNERATION
During the year under review, directors have not been paid remuneration except for the sitting fees to the Non-executive directors; therefore, it was not possible to determine the ratio of the remuneration of each Director to the median employeeâs remuneration.
SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2018 was Rs. 196.66 lacs. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2018 none of the Directors of the Company held Shares or Convertible instruments of the Company except Mr. Pankaj Bajaj, Chairman cum Managing Director who holds 10,68,267equity shares.
PUBLIC DEPOSITS
No fresh/renewal of deposits was accepted during the financial year 2017-18 from the Public, Shareholders and Employees. There was no unclaimed deposit as at 31st March, 2018, therefore no amount was outstanding as of the Balance Sheet date.
DIRECTORSâ & KEY MANAGERIAL PERSONNEL
a) Changes in Directors
There was no change in the composition of Board of Directors during the year under review.
Also, in terms of the provisions of the Companies Act, 2013, Mr. Shrikant Jajodia, Director (DIN 00602511) ofthe Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.
Brief resume of the Directors seeking reappointment along with the other details as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Report on Corporate Governance forming part of the Annual Report.
All the Independent Directors have given declarations that they meet criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements ) Regulations, 2015.
b) Changes in Company Secretary
Ms. Naina Tandon, Company Secretary had resigned from the Company on 15th day of June, 2017.The Board vide Resolution dated 27th June, 2017 appointed Ms. Chandni Vij as Company Secretary of the Company with effect from 16th day of June, 2017.
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(5) ofthe Companies Act, 2013 your Directors confirm that:
a. in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. the directors had selected such 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 31st March, 2018 and of the Profits of the Company for the year ended on that date;
c. the directors had 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. the directors had prepared the annual accounts on a going concern basis;
e. the directors ,in case of listed company had 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.
AUDITORS & THEIR REPORTS
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s B S D & Co., Chartered Accountants (Firm Registration Number: 000312S) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 29th September, 2017, for a term of five consecutive years till the conclusion of Thirty Seventh (37th) Annual General Meeting to be held in the year 2022 subject to ratification of their appointment by the Members at every Annual General Meeting, if so required under the Companies Act, 2013.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the requirement of ratification of appointment of Statutory Auditors by members at every Annual General Meeting is no longer required.
Further, the Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Report given by the Auditors is a part of this Report. The Notes on the Financial Statements and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and therefore do not call for any further comments. The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board appointed M/s R K Tandon & Associates, Practicing Company Secretary, as the Secretarial Auditor of the Company for the Financial Year 2017-2018. The report in respect of the Secretarial Audit carried out for the Financial Year 2017-2018 in Form MR-3 forms part of this Report as âAnnexure Aâ and does not contain any qualification, reservation or adverse remarks.
c) Internal Auditor
M/s Seth & Associates, Chartered Accountants, Lucknow (Firm Registration Number: 001167C) represented by Mr. Dhruv Seth (Membership No. 404028) performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.
SUBSIDIARY COMPANIES
As on date of this report there are following subsidiaries of the Company:
1. Aaj Constructions Private Limited
2. Artistry Construction Private Limited*
3. Carnation Realtors Private Limited
4. Conviction Constructions Private Limited*
5. Dua Constructions Private Limited*
6. Deepjyoti Constructions Private Limited
7. Erudite Constructions Private Limited*
8. Facility Constructions Private Limited
9. Fixity Constructions Private Limited
10. Flourish Constructions Private Limited
11. Frozen Constructions Private Limited*
12. Garv Constructions Private Limited
13. Heather Buildcon Private Limited*
14. Iris Realtors Private Limited
15. Khwahish Constructions Private Limited
16. Neo Realtors Private Limited
17. Neptune InfTacon Private Limited
18. Numerous Constructions Private Limited
19. Omni Farms Private Limited**
20. Perpetual Constructions Private Limited
21. Placate Constructions Private Limited*
22. Primacy Constructions Private Limited
23. Samarpit Constructions Private Limited
24. Shivaye Constructions Private Limited
25. Suniyojit Constructions Private Limited
26. Sushobhit Constructions Private Limited
27. Swarajya Builders Private Limited*
28. Swarg Constructions Private Limited
29. Swarnim Nirman Private Limited
30. Turbo Realtors Private Limited*
31. Utsav Constructions Private Limited*
32. Villa Constructions Private Limited
33. Yojna Constructions Private Limited
*Became wholly owned subsidiaries of the Company pursuant to the order dated March 27, 2018 which was received by the Company on April 2, 2018 from the Honâble National Company Law Tribunal (âNCLT orderâ), Allahabad bench approving the Scheme of Amalgamation of Eldeco City Limited into and with Eldeco Housing and Industries Limited. The appointed date of the Scheme is April 1, 2017.
**During the Financial Year 2017-18, the Company along with its wholly owned subsidiary, Eldeco City Limited was holding 83% of Equity Share Capital of Omni Farms Private Limited. After receiving the aforesaid NCLT order, the Company alone holds 83% of Equity Share Capital of Omni Farms Private Limited. The appointed date ofthe Scheme is April 1, 2017.
In accordance with the general circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements of the Company includes the financial results of its subsidiary companies.
REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY COMPANY INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT
Performance and financial position of each of the subsidiaries is provided in a separate statement attached pursuant to first proviso to Section 129(3) ofthe Companies Act, 2013 in Form AOC-1.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to applicable Accounting Standards on Consolidated Financial Statements and Financial Reporting of Interest in Joint Ventures issued by the Institute of Chartered Accountants of India and as prescribed by Securities and Exchange Board of India (SEBI), Consolidated Financial Statements, which includes the financial information of the subsidiaries, are enclosed and forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years. Accordingly, the Company has to spend an amount of Rs. 18.17 lacs on CSR Activities based on the average profits of the three preceding financial years.
The CSR activities carried/to be carried out by the Company is driven by the expertise of the management. Additionally, the Company gives preference to the local area(s) of its operations for CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life.
During the Financial year 2017-18, the Company has spent Rs. 2.56 lacs through Bal Sewa Kendra towards Mid-day meals for the poor section of the society and through Sports Development Society for sponsorship fees for holding 17th Eldeco Cup Tennis Championship Services for CSR activities for the F.Y. 2017-18.
However, for the balance amount, the Company could not identify relevant projects, and hence the entire spending prescribed towards CSR could not be made. Annual Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules forms part of this Report and is attached as âAnnexure Bâ. The terms of reference of the CSR Committee is provided in the Corporate Governance Report. Your Company has formulated a Corporate Social Policy (CSR Policy) which is available on the website of the Company at www.eldecogroup.com
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this Report.
CORPORATE GOVERNANCE
Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable provisions forms part of the Corporate Governance Report.
OTHER DISCLOSURES UNDER COMPANIES ACT, 2013
a) Extracts of Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, extract of the Annual Return for the financial year ended March 31, 2018 forms part of this Report and is attached as âAnnexure Câ. The Annual Return shall also be made available on the Companyâs website at www.eldecogroup.com.
b) Meetings
The Board of Directors met 8 (Eight) times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under. Details of number of meetings of Board and various Committees are disclosed in the Corporate Governance Report forming part of this Annual Report.
c) Composition of Audit Committee
The Board has constituted an Audit Committee, which comprises of Mr. Anil Tiwari as the Chairman and Mr. Pankaj Bajaj, Mr. Ranjit Khattar and Mr. Ashish Jain as the Members. Other details about the Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.
d) Related Party Transactions
During the year, the Company has entered into contracts/arrangement /transactions with its related parties as per Section 188(1) ofthe Companies Act, 2013 in the ordinary course of business and on armâs length basis.
None of the transactions with any of related parties were in conflict with the Companyâs interest. Suitable disclosure has been made in the notes to the financial statements.
All related party transactions are negotiated on arms-length basis and are in the ordinary course of business. Therefore, the provisions of Section 188(1) of the Companies Act, 2013 are duly complied with. Disclosure as required under Section 134(3)(h) read with Rule 8(2) of the Companies(Accounts) Rules, 2014 are given in âAnnexure Dâ in Form AOC-2 as specified in Companies Act, 2013. Kindly refer the financial statements for the transactions with related parties entered during the year under review.
e) Particulars of Loans, Guarantees and Investments
The details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 have been provided in the Financial Statements which form a part of this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the period under review, the company received the following orders:
a) Order received from the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi dated October 16, 2017 in respect of the shifting of Registered Office from the State of Haryana to the State of Uttar Pradesh.
b) Order received from the Hon''ble National Company Law Tribunal, Allahabad Bench dated March 27, 2018 sanctioning the Scheme of Amalgamation of Eldeco City Limited, wholly owned subsidiary of the Company into and with Eldeco Housing and Industries Limited. The Appointed Date of the Scheme is April 1, 2017. The Scheme came into effect from April 11, 2018.
c) Order received from the Honâble High Court of Punjab & Haryana at Chandigarh and Hon''ble National Company Law Tribunal, Allahabad Bench sanctioning the Scheme of Amalgamation of Halwasiya Agro Industries Limited & M A K Sales Private Limited, wholly owned subsidiaries of the Company into and with Eldeco Housing and Industries Limited. The Appointed Date of the Scheme is April 1, 2015. The Scheme came into effect from September 11, 2017.
INTERNAL FINANCIAL CONTROL
The Company has an internal control system commensurate with size, scale and complexity of its operations. A detailed note is given under Management Discussion and Analysis Report.
VIGIL MECHANISM
Fraud-free and corruption-free work culture has been the core of the Companyâ functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.
To meet this objective, the Company has established sufficient Vigil Mechanism for the Directors and employees of the Company in compliance ofthe provisions of Section 177(9) ofthe Companies Act, 2013.
The Vigil Mechanism Policy has been shared with all the concerned and has also been placed on the website of the Company namely www.eldecogroup.com
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Sexual Harassment Committee (âCommitteeâ) has been set up to redress the complaints regarding sexual harassment and adequate system for Prevention of Sexual Harassment of Women at Workplace. There were no complaint received during the financial year 2017-18 and hence no complaint is outstanding as on March 31, 2018 for redressal.
PARTICULARS OF EMPLOYEES
During the financial year under review, none of the Companyâs employees was in receipt of remuneration as under section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and hence no particulars are required to be disclosed in this Report. The Company in total has 50 (Fifty) employees on roll as on 31st March, 2018.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(1)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given as under:
1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.
2. Technology Absorption: The Company is taking advantage of the latest developments and advancements in the Construction Industry. The Company is using indigenous technology which is well established in the Country and no foreign technology/ know how was purchased. The Company has not incurred any R & D expenditure during the year.
3. Export Activities: There was no export activity in the Company during the year under review. The company is not planning any export in the near future, as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.
LISTING
The Equity shares of the Company are presently listed at BSE Limited. The Company has already paid listing fees of Bombay Stock Exchange for the financial year 2018-2019.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from the Bankers and various Government. Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.
For &on behalf of the Board
Eldeco Housing and Industries Limited
Date: August 14, 2018 Pankaj Bajaj
Place: New Delhi Chairman cum Managing Director
Mar 31, 2016
Dear Members
The Directors have the pleasure in presenting the 31 st Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31 st March, 2016.
Financial Highlights
The summarized financial results for the year ended 31 st March, 2016 and for the previous year ended 31 st March, 2015 are as follows:
(Rs. in Lacs)
Particulars |
Financial Year ended |
|||
31st March 2016 |
31st March 2016 |
31st March 2015 |
31st March 2015 |
|
Consolidated |
Standalone |
Consolidated |
Standalone |
|
Revenue: |
||||
1) Revenue from operations |
14096.10 |
6797.54 |
5423.24 |
3024.97 |
2) Other Income |
808.10 |
156.15 |
525.52 |
329.92 |
Total Revenue |
14904.20 |
6953.69 |
5948.76 |
3354.89 |
Expenses: |
||||
1) Expenditure |
10014.16 |
5424.56 |
5857.31 |
3995.08 |
2) Changes in Inventories of |
||||
Finished Stock & Project in Progress |
1867.19 |
694.07 |
(861.23) |
(1123.57) |
Total Expenses |
11881.35 |
6118.63 |
4996.08 |
2871.51 |
Profit before tax |
3022.84 |
835.06 |
952.68 |
483.38 |
Tax Expenses: |
||||
i) Current Tax |
1012.54 |
284.70 |
314.01 |
142.27 |
ii) Tax related to previous years |
1.26 |
- |
4.03 |
- |
iii) Deferred Tax |
16.29 |
17.55 |
19.83 |
19.70 |
Profit After Tax |
1992.75 |
532.81 |
614.81 |
321.41 |
Previous Balance in Profit & Loss Account |
7369.07 |
6337.05 |
6344.46 |
6078.41 |
Minority Interest |
-0.01 |
- |
(0.20) |
- |
Shares of Profits of Associates (Net) |
57.15 |
- |
32.01 |
- |
Profit available for appropriation |
7426.21 |
6337.05 |
6376.27 |
6078.41 |
Less: |
||||
Proposed dividend/ |
- |
- |
39.33 |
39.33 |
Interim Dividend |
196.66 |
196.66 |
- |
- |
Tax on: |
||||
proposed dividend/ |
- |
- |
8 |
8 |
Interim Dividend |
40.04 |
40.04 |
- |
- |
Transfer to general reserve |
200 |
200 |
100 |
100 |
Balance in Profit & Loss Account |
9165.76 |
6433.16 |
7369.07 |
6337.04 |
Earnings per share (Rs.) |
104.24 |
27.09 |
32.88 |
16.34 |
Dividend per Share (Rs.) |
- |
- |
2.00 |
2.00 |
Year in Retrospect
During the year under review, your Company recorded on Consolidated basis total revenue of Rs. 14904.20 lacs including other income of Rs. 808.10 lacs and share in profit of associate of Rs 57.15 lacs as against total revenue of Rs. 5948.76 lacs including other income of Rs. 525.52 lacs and share in profit of associate of Rs. 32.01 lacs of the previous financial year ended 31st March, 2015.There is a growth in the profit for the year ended 31st March, 2016 amounting to Rs. 1992.75 lacs as compared to the previous financial year profit ended 31st March, 2015 amounting to Rs. 614.81 lacs.
Further, your Company recorded on Standalone basis total of Rs. 6953.69 lacs including other income of Rs. 156.15 lacs as against total revenue of Rs. 3354.89 lacs including other income of Rs. 329.92 lacs of the previous financial year ended 31st March, 2015. There is a growth in the profit for the year ended 31 st March, 2016 at Rs. 532.81 lacs as compared to the financial year profit ended 31st March, 2015 atRs. 321.41 lacs.
Your Company was holding 31,43,641 equity share representing 32.42% equity share capital of Eldeco City Private Limited, (âECPLâ) whereas remaining 65,52,331 equity shares (i.e. 67.58%) were held by Xander Investment Holding IV Limited along with its affiliate Company namely, Nalonrod Holdings Limited (collectively âXanderâ).
During the year under review, your Company acquired 65,52,331 equity shares (i.e. 67.58%) held by Xander Investment Holding IV Ltd with its affiliates, making it a wholly owned subsidiary from a j oint venture of the Company.
The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulation (Listing Obligations and Disclosure Requirements) 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its committees. The evaluation criteria, inter-alia, covered various aspects of the boardâs functioning including its composition and quality, understanding business and risks, process and procedure, oversight of financial reporting process including internal controls and audit functions, Ethics and compliance and monitoring activities. The performance of individual Directors was evaluated on parameters, inter-alia such as regularity, preparatory, participation at the Board meetings, timely execution of action items, recommendations and their periodic update to the Board, Effective and successful relationships and communication with fellow Board members and senior management quality and value of their contributions at board meetings, adherence to the Companyâs policies and resolutions, devoting time and effort to understand the company and its business etc.
Material Changes etc.
Same as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31 st March, 2016 and the date of the Report.
Dividend
The Board in its Meeting held on March 08,2016 declared an interim dividend of Rs. 10/- per Equity Share. Further the Board has not recommended any dividend for the financial year ended March 31,2016.
Transfer to Investors Education and Protection Fund
Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 25,2015 (date of last Annual General Meeting) on the Companyâs website (www.eldecogroup.com), as also on the Ministry of Corporate Affairs website.
Share Capital
The paid-up equity share capital as on 31 st March, 2016 was Rs. 196.66 lacs. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2016 none of the Directors of the Company held Shares or Convertible instruments of the Company except Mr. Pankaj Bajaj, Managing Director who held 10,57,000 equity shares.
Public Deposits
No fresh/renewal of deposits was accepted during the financial year 2015-16 from the Public, Shareholders and Employees. The unclaimed deposits as at 31 st March, 2016, were claimed, and as such, no amount was outstanding as of the Balance Sheet date.
Directorsâ & Key Managerial Personnel a) Changes in Directors
- The Board of Directors at its meeting held on 19th July 2016, had re-appointed Mr. S K Garg as Whole-time Director, of the Company, from the 15111 May, 2016 to 15th November, 2016 subject to approval of the shareholders at the forthcoming 31st AGM scheduled on 02nd September 2016.
- The Board of Directors at its meeting held on 19th July 2016, had re-appointed Mr. Pankaj Baj aj as Managing Director of the Company, Company for a further period of five years effective from 15th day of May, 2016 subject to approval of the shareholders at the forthcoming 31st AGM scheduled on 02nd September 2016.
- In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shrikant Jajodia, Director (DIN 00602511) of the Company retire by rotation and being eligible, offers himself for reappointment.
All the Independent Directors have given Declarations that they meet criteria of Independence as laid down u/s 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015.
Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of the public companies in which they hold directorships and memberships/ chairmanships of Board/ Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.
b) Changes in Company Secretary
Mr. Anuj Ahluwalia, Company Secretary had resigned from the Company on 31st of October, 2015. The Board vide Resolution dated 5th November, 2015 appointed Ms. Naina Tandon as Company Secretary of the Company.
Directorsâ Responsibility Statement
In terms of the provisions of Section 134(3)(C) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditorâs Report thereon, your Directors confirm that:
a. In the preparation of the Annual Accounts for the year ended 3151 March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. the directors had selected such 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 3151 March, 2016 and of the Profit of the Company for the year ended on that date;
c. the directors had 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. the directors had prepared the annual accounts on a going concern basis: and
e. the directors, in case of listed companies had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Auditors & Audit
At the Annual General Meeting of the Company held on September 26, 2014, M/s Doogar and Associates, Chartered Accountants, New Delhi (Firm Registration No.00056 IN) were reappointed as the Statutory Auditors of the Company for a period of 3 years which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The members may ratify the appointment of M/s Doogar and Associates, Chartered Accountants, New Delhi (Firm Registration No.000561N) as the Statutory Auditors of the Company for the financial year 2016-17.
The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.
Secretarial Auditors
The Board had appointed M/s R. K. Tandon & Associates, Company Secretaries, Luck now as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. Secretarial Audit Report is annexed herewith as Annexure âAâ.
Internal Auditor
M/s Seth & Associates, Chartered Accountants, Luck now (Uttar Pradesh) represented by Mr. Dhruv Seth (Membership No. 404028) performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.
Subsidiary Companies
As on date there are following subsidiaries of the Company:
1. Aadesh Constructions Private Limited
2. Carnation Realtors Private Limited
3. Deepjyoti Constructions Private Limited
4. Eldeco City Private Limited*
5. Facility Constructions Private Limited
6. Fixity Constructions Private Limited
7. Garv Constructions Private Limited
8. HalwasiyaAgro Industries Limited
9. Iris Realtors Private Limited
10. Khwahish Constructions Private Limited
11. Mahal Constructions Private Limited
12. Neo Realtors Private Limited
13. Neptune Infracon Private Limited
14. Numerous Constructions Private Limited
15. Perpetual Constructions Private Limited
16. Prasiddhi Constructions Private Limited
17. Primacy Constructions Private Limited
18. Samarpit Constructions Private Limited
19. Shivaye Constructions Private Limited
20. Suniyojit Constructions Private Limited
21. Sushobhit Constructions Private Limited
22. Swarg Constructions Private Limited
23. Swamim Nirman Private Limited
24. Villa Constructions Private Limited
25. MAK Sales Private Limited
*Following are the wholly owned subsidiaries of Eldeco City Private Limited:
1. Aaj Construction Private Limited
2. Artistry Constructions Private Limited
3. Conviction Constructions Private Limited
4. Erudite Constructions Private Limited
5. Flourish Constructions Private Limited
6. Frozen Constructions Private Limited
7. Heather Buildcon Private Limited
8. Placate Constructions Private Limited
9. Yojna Constructions Private Limited
10. Swarajya Builders Private Limited
11. Dua Constructions Private Limited
12. Utsav Constructions Private Limited
13. Turbo Realtors Private Limited
In accordance with the general circular No. 2and3 dated 8thFebruary,2011 and 21st February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies & Associates Companies.
Financial position of the each of the Subsidiaries is provided in a separate statement attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Companies Act, 2013.
Consolidated Financial Statements
In accordance with the Accounting Standard-21, Consolidated Financial Statements read with Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on âAccounting for Investments in Associatesâ issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated financial statements, which form part of the Annual Report & Accounts.
Corporate Social Responsibility
With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs. 1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.
Accordingly, the Company has to spend an amount of Rs. 20.25 lacs on CSR Activities for a based on the average profits of the three preceding financial years.
The CSR activities carried/to be carried out by the Company is driven by the expertise of the management. Additionally, the Company gives preference to the local area(s) of its operations for CSR activities. The Company believes that the CSR should be in the field(s) which have substantial social impact and which co-relate with the philosophy of the Company to improve the quality of life.
During the Financial year 2015-16, the Company has spent Rs. 1,12,332 through Bal Sewa Kendra towards Mid day meals for the poor section of the society, and the Company is under process of deciding upon scheme where investment/Expenditure of the rest of the unspent amount under CSR activities is to be made. The details of the Corporate Social Responsibility is annexed as per Annexure âBâ.
Corporate Governance
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, with the Stock Exchanges.
A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of the Annual Report.
Disclosure under Companies Act, 2013 (i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return is annexed as per Annexure âCâ.
(ii) Meetings
During the year, Eight Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report.
(iii) Composition of Audit Committee
The Board has constituted an Audit Committee, which comprises Mr. Anil Tewari as the Chairman and Mr. Shiv Kumar Garg and Mr. Ranjit Khattar as the Members. Other details about the Committee are given in the Corporate Governance Report.
(iv) Related Party Transactions
During the year, the Company has not entered into any contracts/arrangement /transactions with its related parties which is material as per Section 188(1) of the Companies Act, 2013. However some transactions undertaken with its wholly owned subsidiaries in the ordinary course of business during the year are detailed in Notes to Accounts of the Financial Statement. None of the transactions with any of related parties were in conflict with the Companyâs interest. Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.
All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 are not applicable. The details of the transaction with Related Party are provided in the accompanying financial statements.
(v) Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements provided in this Annual Report.
Significant and Material Orders Passed By the Regulators or Courts
There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.
Internal Financial Control
A detailed note is given under Management Discussion and Analysis Report.
Vigil Mechanism
Fraud-free and corruption-free work culture has been the core of the Companyâ functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.
To meet this objective, the Company has established sufficient Vigil Mechanism for the Directors and employees of the Company in compliance of the provisions of Section 177(9) of the Companies Act, 2013.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Sexual Harassment Committee (âCommitteeâ) has been set up to redress the complaints regarding sexual harassment. There were no complaint received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.
Particulars of employees
During the financial year under review, none of the Companyâs employees was in receipt of remuneration as under section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and hence no particulars are required to be disclosed in this Report. The Company in total has 43 (Forty Three) employees on roll as on 31 st March, 2016.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information pursuant to Section 134(1 )(m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:
1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.
2. Technology Absorption: The Company is taking advantage of the latest developments and advancements in the Construction Industry. The Company is using indigenous technology which is well established in the Country and no foreign technology/ know how was purchased. The Company has not incurred any R&D expenditure during the year.
3. Export Activities: There was no export activity in the Company during the year under review. The company is not planning any export in the near future, as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.
Listing
The Equity shares of the Company are presently listed at BSE Limited. The Company has already paid listing fees of Bombay Stock Exchange for the financial year2016-2017.
Acknowledgement
Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from the Bankers and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.
For & On behalf of the Board
Eldeco Housing and Industries Ltd
Date: 19,h July, 2016 S.K.Garg
Place: New Delhi Director
Mar 31, 2015
Dear Members,
The Directors have the pleasure in presenting the Thirtieth Annual
Report of your Company together with the Audited Annual Accounts for
the financial year ended 31st March, 2015.
Financial Highlights
The summarized financial results for the year ended 31st March, 2015
and for the previous year ended 31st March, 2014 are as follows:
(Rs. in Lacs)
Particulars Financial Year Ended
31st March 2015 31st March 2015
Consolidated Standalone
Revenue:
1 Revenue from operations 5423.24 3024.97
2 Other Income 525.52 329.92
Total Revenue 5948.76 3354.89
Expenses:
1) Expenditure 5857.31 3995.08
2) Changes in Inventories of
Finished Stock & Project in Progress (861.23) (1123.57)
Total Expenses 4996.08 2871.51
Profit before tax 952.68 483.38
Tax Expenses:
i Current Tax 314.01 142.27
ii Tax related to previous years 4.03 -
iii Deferred Tax 19.83 19.70
Total Tax Expenses 337.87 161.97
Profit After Tax 614.81 321.41
Previous Balance inProfit & LossAccount 6344.46 6078.41
Minority Interest (0.20) -
Shares of Profits of Associates (Net) 32.01 -
Profit available for appropriation 6376.27 6078.41
Less: Proposed dividend 39.33 39.33
Tax on proposed dividend 8 8
Transfer to general reserve 100 100
Balance in Profit & Loss Account 7369.07 6337.04
Earnings per share (Rs.) 32.88 16.34
Dividend per Share (Rs.) 2 2
(Rs. in Lacs)
Financial Year Ended
Particulars 31st March 2014 31st March 2014
Consolidated Standalone
Revenue:
1 Revenue from operations 6925.71 4741.05
2 Other Income 463.15 168.73
Total Revenue 7388.86 4909.78
Expenses:
1) Expenditure 8462.86 6277.61
2) Changes in Inventories of
Finished Stock & Project in Progress (3035.68) (2628.11)
Total Expenses 5427.18 3649.5
Profit before tax 1961.68 1260.28
Tax Expenses:
i Current Tax 684.61 447.70
ii Tax related to previous years (1.06) -
iii Deferred Tax (6.77) (7.15)
Total Tax Expenses 676.78 440.55
Profit After Tax 1284.9 819.73
Previous Balance inProfit & LossAccount 5038.72 5404.69
Minority Interest (0.01) -
Shares of Profits of Associates (Net) 149.85 -
Profit available for appropriation 5188.56 5404.69
Less: Proposed dividend 39.33 39.33
Tax on proposed dividend 6.68 6.68
Transfer to general reserve 100 100
Balance in Profit & Loss Account 6344.46 6078.41
Earnings per share (Rs.) 72.96 41.68
Dividend per Share (Rs.) 2 2
Year in Retrospect
During the year under review, your Company recorded on Consolidated
basis total revenue of Rs. 5948.76 lacs including other income of Rs.
525.52 lacs and share in profit of associate of Rs. 32.01 lacs as
against total revenue of Rs. 7388.86 lacs including other income of Rs.
463.15 lacs and share in profit of associate of Rs. 149.85 lacs of the
previous financial year ended 31st March, 2014.There is a downfall in
the profit for the year ended 31st March, 2015 at Rs.614.81 lacs as
compared to the previous financial year proft ended 31st March, 2014 at
Rs.1284.9 lacs.
Further, your Company recorded on Standalone basis total of Rs. 3354.89
lacs including other income of Rs. 329.92 lacs as against total revenue
of Rs. 4909.78 lacs including other income of Rs. 168.73 lacs of the
previous financial year ended 31st March, 2014. There is a downfall in
the profit for the year ended 31st March, 2015 at Rs. 321.41 lacs as
compared to the financial year profit ended 31st March, 2014 at Rs.
819.73 lacs.
The operational performance of the Company has been comprehensively
covered in the Management Discussion and Analysis Report.
Material Changes etc.
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company 31st
March, 2015 and the date of the Report.
Dividend
Your Directors have recommended a dividend of Rs. 2.00 per equity share
(last year Rs. 2.00 per equity share) for the financial year ended
March 31, 2015, amounting to Rs.39.33 Lac (exclusive of Dividend tax of
Rs. 8 Lac). The dividend will be paid to members whose names appear in
the Register of Members as on 18th September 2015; in respect of shares
held in dematerialized form, it will be paid to members whose names are
furnished by National Securities Depository Limited and Central
Depository Services (India) Limited, as beneficial owners as on that
date.
Transfer to Investors Education and Protection Fund
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act, 1956, relevant amounts which remained unpaid or unclaimed for a
period of seven years have been transferred by the Company, from time
to time on due dates, to the Investor Education and Protection Fund.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on September 26,
2014 (date of last Annual General Meeting) on the Company's website
(www.eldecogroup.com), as also on the Ministry of Corporate Affairs
website.
Share Capital
The paid-up equity share capital as on 31st March, 2015 was Rs.196.66
lacs. During the year under review, the Company has neither issued
Shares with Differential Voting Rights nor granted Stock Options nor
Sweat Equity. As on 31st March, 2015 none of the Directors of the
Company held Shares or Convertible instruments of the Company except
Mr. Pankaj Bajaj, Managing Director who held 1057000 equity shares.
Public Deposits
No fTesh/renewal of deposits was accepted during the financial year
2014-2015 from the Public, Shareholders and Employees. There were
unclaimed deposits for Rs. 1.40 lacs, as at 31st March, 2015.
Directors' & Key Managerial Personnel
a) Changes in Directors
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Arvind Bajaj, Director (DIN
00173367) of the Company retire by rotation and being eligible , offers
himself for reappointment.
Ms. Rupali Chopra (DIN 07168858) has also been appointed as an
Additional Director on the Board of the Company w.e.f. 28th April,
2015.
All the Independent Directors have given Declarations that they meet
criteria of Independence as laid down u/s 149(6) of the Companies Act,
2013 and Clause No. 49 of the Listing Agreement.
Brief resume of the Directors proposed to be reappointed, nature of
their expertise in specific functional areas and names of the public
companies in which they hold directorships and memberships/
chairmanships of Board/ Committees, are provided in the Report on
Corporate Governance forming part of the Annual Report.
b) Changes in Company Secretary
On 4th day of December, 2014 Ms. Shruti Gupta, Company Secretary of the
company had resigned from the Company. The Board vide Circular
Resolution dated 15th December, 2014 appointed Mr. Anuj Ahluwalia as
Company Secretary of the Company with effect from 8th December 2014.
c) Appointment of Chief Financial Officer
At a Board Meeting held on 30th May, 2014 the Board had appointed Mr.
Sushil Dutt Mishra (who is in employment of the company as Head of the
Accounts Department) as Chief Financial Officer and Key Managerial
Personnel of the company with effect from 30th May, 2014.
Directors' Responsibility Statement
In terms of the provisions of Section 134(3) (c) of the Companies Act,
2013, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditor's Report thereon, your Directors confirm that :
a. in the preparation of the Annual Accounts for the year ended 31st
March, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b. the directors had selected such 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 31st March, 2015 and of the Profit of the Company
for the year ended on that date;
c. the directors had 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. the directors had prepared the annual accounts on a going concern
basis : and
e. the directors , had 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 had devised proper systems to ensure compliance with
the provisions of all applicable laws were in place and were adequate
and operating effectively.
Auditors & Audit
At the Annual General Meeting of the Company held on September 26,
2014, M/s Doogar and Associates, Chartered Accountants, New Delhi (Firm
Registration No.000561N) were reappointed as the Statutory Auditors of
the Company for a period of 3 years which is subject to annual
ratification by the members of the Company in terms of Section 139 of
the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014.The members may ratify the appointment of M/s Doogar and
Associates, Chartered Accountants, New Delhi (Firm Registration
No.000561N) as the Statutory Auditors of the Company for the financial
year 2015-16.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Secretarial Auditors
The Board had appointed M/s R.K. Tandon & Associates, Company
Secretaries, Lucknow as Secretarial Auditor pursuant to the provisions
of Section 204 of the Companies Act, 2013. Secretarial Audit Report is
annexed herewith as Annexure 'A'.
Internal Auditor
M/s Seth & Associates, Chartered Accountants, Lucknow (Uttar Pradesh)
represented by Mr. Dhruv Seth (Membership No. 404028) performs the
duties of internal auditors of the Company and their report is reviewed
by the Audit Committee from time to time.
Subsidiary Companies
As on date there are following subsidiaries of the Company:
1. Aadesh Constructions Private Limited
2. Bliss Constructions Private Limited
3. Carnation Realtors Private Limited
4. Deepjyoti Constructions Private Limited
5. Facility Constructions Private Limited
6. Fixity Constructions Private Limited
7. Garv Constructions Private Limited
8. Halwasiya Agro Industries Limited
9. Iris Realtors Private Limited
10. Khwahish Constructions Private Limited
11. Mahal Constructions Private Limited
12. Milaap Constructions Private Limited
13. Neo Realtors Private Limited
14. Neptune Infracon Private Limited
15. Numerous Constructions Private Limited
16. Perpetual Constructions Private Limited
17. Prasiddhi Constructions Private Limited
18. Primacy Constructions Private Limited
19. Samarpit Constructions Private Limited
20. Shivaye Constructions Private Limited
21. Suniyojit Constructions Private Limited
22. Sushobhit Constructions Private Limited
23. Swarg Constructions Private Limited
24. Swarnim Nirman Private Limited
25. Villa Constructions Private Limited
26. M.A.K. Sales Private Limited
In accordance with the General Circular No. 2 and 3 dated 8th February
2011 and 21st February 2011 issued by the Ministry of Corporate
Affairs, Government of India, the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary companies are not being
attached with the Balance Sheet of the Company. However the financial
information of the subsidiary companies is disclosed in the Annual
Report in compliance with the said circular. The Company will make
available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company. The Consolidated Financial Statements presented
by the Company include the financial results of its subsidiary
companies & Associates Companies.
Financial position of the each of the Subsidiaries is provided in a
separate statement attached to the Financial Statement pursuant to
first proviso to Section 129(3) of the Companies Act, 2013.
Consolidated Financial Statements
In accordance with the Accounting Standard-21, Consolidated Financial
Statements read with Accounting Standard-27 on Financial Reporting of
Interest in Joint Ventures and Accounting Standard-23 on 'Accounting
for Investments in Associates' issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated financial statements, which form part of the Annual Report
& Accounts.
Corporate Social Responsibility
With the enactment of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility) Rules, 2014 read with various
clarifications issued by the Ministry of Corporate Affairs, every
Company having the net worth of Rs.500 crores or more or turnover of
Rs.1000 crores or more or net profit of Rs.5 crore or more during any
financial year have to spend at least 2% of the average net profit of
the Company made during the three immediately preceding financial
years.
Accordingly, the Company has to do a CSR Activity for an amount of
Rs.23.32 lacs based on the average profits of the three preceding
financial years.
The CSR activities carried/to be carried out by the Company is driven
by the expertise of the management. Additionally, the Company gives
preference to the local area(s) of its operations for CSR activities.
The Company believes that the CSR should be in the field(s) which have
substantial social impact and which co-relate with the philosophy of
the Company to improve the quality of life. During the F/Y 2014-15, the
Company did not come across any project, which reflected the above
approach and hence the spending prescribed towards CSR could not be
made during F/Y 2014-15.
Corporate Governance
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges.
A separate Report on Corporate Governance along with Report on
Management Discussion and Analysis is enclosed as part of the Annual
Report.
Disclosure under Companies Act, 2013
(i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return is annexed as
per Annexure 'B'.
(ii) Meetings
During the year, Four Board Meetings and Four Audit Committee Meetings
were convened and held. The details of which are given in Corporate
Governance Report.
(iii) Composition of Audit Committee
The Board has constituted a Audit Committee, which comprises Mr. Anil
Tewari as the Chairman and Mr. Shiv Kumar Garg and Mr. Ranjit Khattar
as the Members. Other details about the Committee are given in the
Corporate Governance Report.
(iv) Related Party Transactions
During the year, the Company has not entered into any
contracts/arrangement /transactions with its related parties which is
material as per Section 188(1) of the Companies Act, 2013. However some
transactions undertaken with its wholly owned subsidiaries in the
ordinary course of business during the year are detailed in Notes to
Accounts of the Financial Statement. None of the transactions with any
of related parties were in conflict with the Company's interest.
Suitable disclosure as required by the Accounting Standards (AS18) has
been made in the notes to the Financial Statements.
All related party transactions are negotiated on an arms-length basis
and are in the ordinary course of business. Therefore, the Provisions
of Section 188(1) of the Companies Act, 2013 are not applicable. The
details of the transaction with Related Party are provided in the
accompanying Financial Statements.
(v) Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the
Provisions of Section 186 of the Companies Act, 2013 are given in the
Financial Statements.
Significant and Material Orders Passed By the Regulators or Courts
There are no significant, material orders passed by the Regulators or
Courts, which would impact the going concern status of the Company and
its future operations.
Internal Financial Control
A detailed note is given under Management Discussion and Analysis
Report.
Vigil Mechanism
Fraud-free and corruption-free work culture has been the core of the
Company' functioning. In view of the potential risk of fraud and
corruption due to rapid growth and geographical spread of operations,
the company has put even greater emphasis to address this risk.
To meet this objective, the Company has established sufficient Vigil
Mechanism for the Directors and employees of the Company in compliance
ofthe provisions of Section 177(9) ofthe Companies Act, 2013.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
Sexual Harassment Committee ("Committee") has been set up to redress
the complaints regarding sexual harassment. There were no complaint
received from any employee during the financial year 2014-2015 and
hence no complaint is outstanding as on 31.03.2015 for redressal.
Nomination & Remuneration policy ("NRC Policy")
The Board has adopted a NRC Policy in its meeting held on 11th
February, 2015 for the selection of and appointment of Directors, Key
Managerial Personnel and Senior Management of the Company and their
Remuneration.
Particulars of employees
During the financial year under review, none of the Company's employees
was in receipt of remuneration as under section 134(3) (q) of the
Companies Act, 2013 read with Rule 5(2) & (3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 and
hence no particulars are required to be disclosed in this Report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Information pursuant to Section 134(1 )(m) of the Companies Act, 2013
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988 are given as under:
1. Conservation of Energy: Your Company is conscious about energy
consumption and environmental issues related with it. It is
continuously making sincere efforts towards conservation of energy and
optimizing its usage in all aspects of operations.
2. Technology Absorption: The Company is taking advantage of the latest
developments and advancements in the Construction Industry. The Company
is using indigenous technology which is well established in the Country
and no foreign technology/ know how was purchased. The Company has not
incurred any R & D Expenditure during the year.
3. Export Activities: There was no export activity in the Company
during the year under review. The company is not planning any export in
the near future, as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
Earning and Outgo during the year under review.
Listing
The Equity shares of the Company are presently listed at BSE Limited,
Mumbai and Uttar Pradesh Stock Exchange Limited, Kanpur. The Company
has already paid listing fees of Bombay Stock Exchange whereas Uttar
Pradesh Stock Exchange has not raised the invoice for the financial
year 2015-2016.
Acknowledgement
Your Directors take this opportunity to place on record their sincere
appreciation for the co-operation and assistance the Company has
received from the Bankers and various Government Departments. The Board
also places on record its appreciation of the devoted services of the
employees; support and co-operation extended by the valued business
associates and the continuous patronage of the customers of the
Company.
For & On behalf of the Board
Eldeco Housing and Industries Ltd
Date: 11th August, 2015 S.K.Garg
Place: New Delhi Chairman
Mar 31, 2014
Dear Members
The Directors have the pleasure in presenting the 29th Annual Report
of your Company together with the Audited Annual Accounts for the
financial year ended 31 st March, 2014.
Financial Highlights
(Rs.in Lacs)
Financial Year ended
Particulars 31stMarch2014 31stMarch2014
Consolidated Standalone
Revenue:
1) Revenue from operations 6925.71 4741.05
2) Other Income 463.15 365.19
Total Revenue 7388.86 5106.24
Expenses:
1) Expenditure 8431.01 6474.07
2) Changes in Inventories (3003.83) (2628.11)
of Finished Stock &
Project in Progress
Total Expenses 5427.18 3845.96
Profit before tax 1961.68 1260.28
Tax Expenses:
i Current Tax 684.61 447.71
ii Tax related to previous years (1.06) -
iii Deferred Tax (6.77) (7.15)
676.78 440,56
Profit After Tax 1284.90 819.73
Previous Balance in Profit & 5038.72 5404.69
Loss Account
Minority Interest (0.01) -
Shares of Profits of Associates (Net) 166.86 -
Profit available for appropriation 6490.47 6224.42
Less: Proposed dividend 39.33 39.33
Tax on proposed dividend 6.68 6.68
Transfer to general reserve 100.00 100.00
Balance in Profit & Loss Account 6344.46 6078.41
Earning per share (Rs.) 72.96 41.68
Dividend per Share (Rs.) 2.00 2.00
31stMarch 2013 31stMarch 2013
Particulars Consolidated Standalone
Revenue:
Revenue from operations 9607.55 4665.59
Other Income 787.81 1090.08
Total Revenue 10395.36 5755.67
Expenses:
Expenditure 10101.22 4967.84
Changes in Inventories of (1369.90) (505.72)
Finished Stock & Project in Progress
Total Expenses 8731.32 4462.12
Profit before tax 1664.04 1293.55
Tax Expenses:
Current Tax 701.88 351.49
Tax related to previous years 2.98 -
Deferred Tax (3.06) (3.15)
701.80 348.34
Profit After Tax 962.24 945.21
Previous Balance in Profit & 4471.97 4843.55
Loss Account
Minority Interest 0.02 -
Shares of Profits of Associates (Net) (11.43) -
Profit available for appropriation 5422.79 5788.76
Less: Proposed dividend 157.33 157.33
Tax on proposed dividend 26.74 26.74
Transfer to general reserve 200.00 200.00
Balance in Profit & Loss Account 5038.72 5404.69 "
Earning per share (Rs.) 48.35 48.06
Dividend per Share (Rs.) 8.OO 8.00
Year in Retrospect
During the year under review, total income of the Company was Rs.
5106.24 Lacs as against Rs.5755.67 Lacs in previous year ended 31 ''''
March, 2013. Profit before tax was Rs. 1260.28 Lacs as against Rs.
1293.55 Lacs in the previous year. Profit after tax for the year under
review was Rs. 819.73 Lacs as against Rs. 945.21 lacs during the
previous year. Your Directors are putting in their best efforts to
further improve the performance of the Company.
The detailed Management Discussion & Analysis Report is attached hereto
with the Director''s Report and should be read as part of this
Directors'' Report.
Material changes etc.
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the C ompany have
occurred between the end of the financial year of the Company 31
"March, 2014 and the date of this Report.
Dividend
Your Directors have recommended a dividend of Rs. 2.00 per equity share
(last year Rs. 8.00 per equity share) for the financial year ended
March 31,2014, amounting to Rs.39.33 Lac (exclusive of Dividend tax of
Rs. 6.68 Lac). The dividend will be paid to members whose names appear
in the Register of Members as on 20th September 2014; in respect of
shares held in dematerialized form, it will be paid to members whose
names are furnished by National Securities Depository Limited and
Central Depository Services (India) Limited, as beneficial owners as on
that date.
Transfer to Investors Education and Protection Fund
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act, 1956, relevant amounts which remained unpaid or unclaimed for a
period of seven years have been transferred by the Company, from time
to time on due dates, to the Investor Education and Protection Fund.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on September
27,2013 (date of last Annual General Meeting) on the Company''s website
(www.eldecogroup.com), as also on the Ministry of Corporate Affairs
website.
Public Deposits
As at 31M March, 2014, the Company held Fixed Deposits of Rs. 70.60
lacs from the Public, Shareholders and Employees, out of which deposits
for Rs. 5.30 lacs, due for repayment on or before 31st March, 2014 were
not claimed by depositors as on that date.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
1. Conservation of Energy: Your Company is conscious about energy
consumption and environmental issues related with it. It is
continuously making sincere efforts towards conservation of energy
and optimizing its usage in all aspects of operations.
2. Technology Absorption: The Company is taking advantage of the latest
developments and advancements in the Construction Industry. The Company
is using indigenous technology which is well established in the Country
and no foreign technology/ know how was purchased. The Company has not
incurred any R & D expenditure during the year.
3. Export Activities: There was no export activity in the Company
during the year under review. The company is not planning any export in
the near future, as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
Earning and Outgo during the year under review.
Particulars of Employees
During the financial year under review, none of the Company''s employees
was in receipt of remuneration as prescribed under Section 217(2 A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Amendment Rules, 2011, and hence no particulars are required
to be disclosed in this Report.
Subsidiary Companies and Consolidated Financial Statements
As on date there are following subsidiaries of the Company:
1. Aadesh Constructions Private Limited
2. Bliss Constructions Private Limited
3. Carnation Realtors Private Limited
4. Deepjyoti Constructions Private Limited
5. Facility Constructions Private Limited
6. Fixity Constructions Private Limited
7. Garv Constructions Private Limited
8. Halwasiya Agro Industries Limited
9. Iris Realtors Private Limited
10. Khwahish Constructions Private Limited
11. Mahal Constructions Private Limited
12. Milaap Constructions Private Limited
13. Neo Realtors Private Limited
14. Neptune Infracon Private Limited
15. Numerous Constructions Private Limited
16. Perpetual Constructions Private Limited
17. Prasiddhi Constructions Private Limited
18. Primacy Constructions Private Limited
19. Samarpit Constructions Private Limited
20. Shivaye Constructions Private Limited
21. Suniyoj it Constructions Private Limited
22. Sushobhit Constructions Private Limited
23. Swarg Constructions Private Limited
24. Swamim Nirman Private Limited
25. Villa Constructions Private Limited
In accordance with the General Circular No. 2 and 3 dated 8th February
2011 and 21 st February 2011 issued by the Ministry of Corporate
Affairs, Government of India, the Balance Sheet, Statement of Profit
and Loss and other documents of the 16 Annual Report 2013-2014
subsidiary companies are not being attached with the Balance Sheet of
the Company. However the financial information of the subsidiary
companies is disclosed in the Annual Report in compliance with the said
circular. The Company will make available the Annual Accounts of the
subsidiary companies and the related detailed information to any member
of the Company who may be interested in obtaining the same.
The annual accounts of the subsidiary companies will also be kept open
for inspection at the Registered Office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include the financial results of its
subsidiary companies.
Corporate Governance
The Company has complied with the provisions of Clause 49 of the
Listing Agreement relating to the Corporate Governance. The Report on
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report. A Certificate from M/s R &
D Company Secretaries confirming compliance of conditions of Corporate
Governance as stipulated under Clause 49, is also annexed to the Report
on Corporate Governance.
Directors
Pursuant to Sections 149, 152 and other applicable provisions, if any,
of the Companies Act, 2013, one-third of such of the Directors as are
liable to retire by rotation, shall retire every year and, if eligible,
offer themselves for re-appointment at every Annual General Meeting.
Consequently, Mr Shiv Kumar Garg, Director, will retire by rotation at
the ensuing Annual General | Meeting, and being eligible, offer himself
for re-appointment in accordance with the provisions of the Companies
Act, 2013.
Further as per Section 149(5) of the Companies Act, 2013 the Company is
required to appoint Independent Directors under Section 149(4) within a
period of one year from 1.4.2014 i.e. the date of commencement of the
said Section and Rules made thereunder. Since the Company had already
appointed Mr Rahul Aggarwal, Mr Anil Tiwari, Mr Ashish Jain and Mr
Ranjit Khattar as Non-Executive Independent Directors subject to
retirement by rotation in the past, in terms of Companies Act, 1956 and
the Listing Agreement, the Board of Directors in their meeting held on
August 13, 2014 after consideration has recommended to reappoint all
the aforesaid Directors as Non-Executive Independent Directors within
the meaning of Section 149 and 152 [including Section 149(10)] of the
new Companies Act, 2013 read with Schedule IV attached thereto and
Rules made there under, not subject to retirement by rotation, for a
term of 5 (five) consecutive years. Your Directors recommend their
appointment /re-appointment at the ensuing Annual General Meeting.
Brief resume of the Directors proposed to be reappointed, nature of
their expertise in specific functional areas and names of companies in
which they hold directorships and memberships/ chairmanships of Board/
Committees, are provided in the Report on Corporate Governance forming
part of the Annual Report.
Auditors
M/s Doogar and Associates, Chartered Accountants, Statutory Auditors of
the Company, will retire at the conclusion of the ensuing Annual
General Meeting and being eligible; offer themselves for re-appointment
as Statutory Auditors for the financial year 2014-15. Pursuant to
Section 141 of the Companies Act, 2013 and relevant Rules prescribed
there under, the Company has received certificate dated 13th August,
2014 from the Auditors to the effect, inter-alia, that their
re-appointment, if made, would be within the limits laid down by the
Act, shall be as per the terms provided under the Act, that they are
not disqualified for such re-appointment under the provisions of
applicable laws and also that there is no proceeding against them or
any of their partners pending with respect to professional matter of
conduct.
Auditors'' Report
The observations of the Auditors, together with the notes to accounts
referred to in the Auditors'' Report, are self-explanatory and do not
call for any further explanation from the Directors.
Secretarial Compliance Certificate
In terms of the provisions of Section 383A of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules, 2001 and
Notification issued by Ministry of Corporate Affairs, the company is
not required to take Compliance Certificate u/s 3 83A of the Companies
Act, 1956 as the company has a Whole Time Company Secretary.
Directors'' Responsibility Statement
In terms of the provisions of Section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors'' Report thereon, your Directors confirm that:
a. in the preparation of the annual accounts for the year ended March
31,2014, the appl icable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
b. the Directors have selected such 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 31 st March, 2014 and of the profit of the Company
for the year ended on that date;
c. the Directors 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; and
d. The Directors have prepared the Annual Accounts on a going concern
basis.
Listing
The Equity shares of the Company are presently listed at BSE Ltd,
Mumbai and U.R Stock Exchange Ltd, Kanpur. The Company has already paid
listing fees to these Stock Exchanges for the financial year 2014-2015.
Acknowledgement
Your Directors take this opportunity to place on record their sincere
appreciation for the co-operation and assistance the Company has
received from the Bankers and various Government Departments. The Board
also places on record its appreciation of the devoted services of the
employees; support and co-operation extended by the valued business
associates and the continuous patronage of the customers of the
Company.
For and on behalf of the Board
Eldeco Housing and Industries Ltd
Date: 13 th August, 2014 S K Garg
Place: Lucknow Chairman
Mar 31, 2013
Dear Members
The Directors have the pleasure in presenting the 28th Annual Report
of your Company together with the Audited Annual Accounts for the
financial year ended 31st March, 2013.
Financial Highlights (Rs. in Lacs)
Particulars Financial Year ended
31st March 31st March 31st March 31st March
2013 2013 2012 2012
Consolidated Standalone Consoli
dated Standalone
Revenue:
1 Revenue
from operations 9607.55 4665.59 5893.64 6019.20
2 Other Income 787.81 1090.08 659.19 412.27
Total Revenue 10395.36 5755.67 6552.83 6431.47
Expenses:
1 Expenditure 10101.22 4967.84 5972.86 5653.14
2 Changes in
Inventories of
Finished (1369.90) (505.72) (279.08) (167.17)
Stock & Project
in Progress
Total Expenses 8731.32 4462.12 5693.78 5485.97
Profit before tax 1664.04 1293.55 859.05 945.50
Tax Expenses:
Current Tax 701.88 351.49 368.11 312.12
ii Tax related
to previous years 2.98 1.17
iii Deferred Tax (3.06) (3.15) (3.17) (3.82)
Profit After Tax 962.24 945.21 492.94 637.20
Previous Balance in
Profit & Loss Account 4471.97 4843.55 4039.72 4269.21
Minority Interest 0.02
Shares of Profits
of Associates (Net) (11.43) 2.16
Profit available
for appropriation 5422.79 5788.76 4534.82 4906.41
Less: Proposed
dividend 157.33 157.33 19.67 19.67
Tax on proposed dividend 26.74 26.74 3.19 3.19
Transfer to
general reserve 200.00 200.00 40.00 40.00
Balance in Profit
& Loss Account 5038.72 5404.69 4471.96 4843.55
Earning per share (Rs.) 48.35 48.06 25.18 32.40
Dividend per Share (Rs.) 8.00 8.00 1.00 1.00
Year in Retrospect
During the year under review, total income of the Company was Rs.
5755.67 Lacs as against Rs.6431.47 Lacs in previous year ended 31st
March, 2012. Profit before tax was Rs. 1293.55 Lacs as against Rs.
945.50 Lacs in the preceding year. Profit after tax for the year under
review was Rs. 945.21 Lacs as against Rs. 637.20 Lacs during the
preceding year. Your Directors are putting in their best efforts to
further improve the performance of the Company.
The detailed Management Discussion & Analysis Report is attached hereto
with the Director''s Report and should be read as part of this Directors
Report.
Material changes etc.
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the
Company have occurred between the end of the financial year of the
Company 31 st March, 2013 and the date of this Report.
Dividend
Your Directors have recommended a dividend of Rs. 8.00 per equity share
(last year Rs. 1.00 per equity share) for the financial year ended
March 31,2013, amounting to Rs. 157.33 Lac (exclusive of Dividend tax
of Rs. 26.74 Lac). The dividend will be paid to members whose names
appear in the Register of Members as on 21st September, 2013; in
respect of shares held in dematerialised form, it will be paid to
members whose names are furnished by National Securities Depository
Limited and Central Depository Services (India) Limited, as beneficial
owners as on that date. Transfer to Investors Education and Protection
Fund Un-claimed/un-paid dividend for the financial year 2004-2005 has
been transferred to the Investors Education and Protection Fund in
terms of the provisions of Section 205A of the Companies Act, 1956.
Public Deposits As at 31 st March, 2013, the Company held Fixed
Deposits of Rs. 344.50 Lacs from the Public, Shareholders and
Employees, out of which deposits for Rs. 25.20 Lacs, due for repayment
on or before 31st March, 2013 were not claimed by depositors as on that
date.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
1. Conservation of Energy: Your Company is conscious about energy
consumption and environmental issues related with it. It is
continuously making sincere efforts towards conservation of energy and
optimizing its usage in all aspects of operations.
2. Technology Absorption: The Company is taking advantage of the
latest developments and advancements in the Construction Industry. The
Company is using indigenous technology which is well established in the
Country and no foreign technology/ know how was purchased. The Company
has not incurred any R&D expenditure during the year.
3. Export Activities: There was no export activity in the Company
during the year under review. The company is not planning any export in
the near future, as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
Earning and Outgo during the year under review.
Particulars of Employees
During the financial year under review, none of the Company''s employees
was in receipt of remuneration in excess of the limit prescribed under
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Amendment Rules, 2011, and hence no
particulars are required to be disclosed in this Report. Subsidiary
Companies and Consolidated Financial Statements As on date there are
following subsidiaries of the Company:
1. Aadesh Constructions Private Limited
2. Bliss Constructions Private Limited
3. Carnation Realtors Private Limited
4. Deepjyoti Constructions Private Limited
5. Facility Constructions Private Limited
6. Fixity Constructions Private Limited
7. Garv Constructions Private Limited
8. Halwasiya Agro Industries Limited
9. Iris Realtors Private Limited
10. Khwahish Constructions Private Limited
11. Mahal Constructions Private Limited
12. Milaap Constructions Private Limited
13. Neo Realtors Private Limited
14. Neptune Infracon Private Limited
15. Numerous Constructions Private Limited
16. Perpetual Constructions Private Limited
17. Prasiddhi Constructions Private Limited
18. Prayatna Constructions Private Limited*
19. Primacy Constructions Private Limited
20. Samarpit Constructions Private Limited
21. Shivaye Constructions Private Limited
22. Suniyojit Constructions Private Limited
23. Sushobhit Constructions Private Limited
24. Swarg Constructions Private Limited
25. Swarnim Nirman Private Limited
26. Villa Constructions Private Limited *Ceased to be subsidiary w.e.f.
09.04.2013.
In accordance with the general Circular No. 2 and 3 dated 8th February,
2011 and 21st February, 2011 issued by the Ministry of Corporate
Affairs, Government of India, the Balance Sheet, Statement of Profit
and Loss and other documents of the subsidiary companies are not being
attached with the Balance Sheet of the Company. However the financial
information of the subsidiary companies is disclosed in the Annual
Report in compliance with the said circular. The Company will make
available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same.
The annual accounts of the subsidiary companies will also be kept open
for inspection at the Registered Office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include the financial results of its
subsidiary companies.
Corporate Governance
The Company has complied with the provisions of Clause 49 of the
Listing Agreement relating to the Corporate Governance. The Report on
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report. A Certificate from M/s R &
D Company Secretaries confirming compliance of conditions of Corporate
Governance as stipulated under Clause 49, is also annexed to the Report
on Corporate Governance.
Directors
After the last Annual General Meeting, Mr J.P. Bhargava ceased to be
director of the Company due to his sudden demise and
Mr. Rahul Aggarwal was appointed as an additional director. In terms
of the provisions of the Companies Act, 1956, Mr Rahul
Aggarwal shall hold office until the date of the ensuing Annual General
Meeting. His appointment as an ordinary Director of the Company is
placed before the Members for consideration. The Board recommends the
resolution for adoption by the members.
In accordance with the provisions of the Companies Act, 1956, Mr Anil
Tewari and Mr Ashish Jain, Directors, retire by rotation and, being
eligible, offer themselves for reappointment at the ensuing Annual
General Meeting.
Brief resume of the Directors proposed to be appointed / reappointed,
nature of their expertise in specific functional areas and names of
companies in which they hold directorships and memberships/
chairmanships of Board/ Committees, are provided in the Report on
Corporate Governance forming part of the Annual Report.
Auditors
M/s Doogar and Associates, Chartered Accountants, Statutory Auditors of
the Company shall hold office until the conclusion of the ensuing
Annual General Meeting and being eligible offer themselves for
re-appointment. A certificate under Section 224(1B) of the Companies
Act, 1956, regarding their eligibility for the proposed re-appointment
has been obtained from them. Your Directors recommend their
re-appointment.
Auditors'' Report
Comments made by the Statutory Auditors in the Auditors'' Report are
self-explanatory and do not require any further clarification.
Secretarial Compliance Certificate
In terms of the provisions of Section 383A of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules, 2001 and
Notification issued by Ministry of Corporate Affairs, the company is
not required to take Compliance Certificate u/s 383A of the Companies
Act, 1956 as the company has a Whole Time Company Secretary.
Directors'' Responsibility Statement
In terms of the provisions of Section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors'' Report thereon, your Directors confirm that:
a. in the preparation of the annual accounts for the year ended March
31, 2013, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
b. the Directors have selected such 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 31st March, 2013 and of the profit of the Company
for the year ended on that date;
c. the Directors 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; and
d. the Directors have prepared the Annual Accounts on a going concern
basis.
Listing
The Equity shares of the Company are presently listed at BSE Ltd,
Mumbai and U.P. Stock Exchange Ltd, Kanpur. The Company has already
paid listing fees to these Stock Exchanges for the financial year
2013-2014.
Acknowledgement
Your Directors take this opportunity to place on record their sincere
appreciation for the co-operation and assistance, the Company has
received from the Bankers and various Government Departments. The Board
also places on record its appreciation of the devoted services of the
employees; support and co-operation extended by the valued business
associates and the continuous patronage of the customers of the
Company.
For and on behalf of the Board
For Eldeco Housing and Industries Limited
Date: 2nd August, 2013 S.K. Garg
Place: Lucknow Chairman
Mar 31, 2012
The Directors have the pleasure in presenting the 27th Annual Report
of your Company together with the Audited Annual Accounts for the
financial year ended 31st March, 2012.
Financial Highlights
(Rs. in Lacs)
Particulars Financial Year ended (Rs. in Lacs)
31st
March, 31st
March, 31st
March, 31st
March,
2012 2012 2011 2011
Consolidated Standalone Consolidated Standalone
Revenue:
1 Revenue
from operations 5893.64 6019.20 4585.60 4171.86
2 Other Income 659.19 412.27 533.39 418.35
Total Revenue 6552.83 6431.47 5118.99 4590.21
Expenses:
1 Expenditure 5972.86 5653.14 4773.12 3982.71
2 Changes in
Inventories
of Finished
Stock & Project
in Progress (279.08) (167.17) (264.69) (264.69)
Total Expenses 5693.78 5485.97 4508.43 3718.02
Profit before tax 859.05 945.50 610.55 872.19
Tax Expenses:
i Current Tax 368.11 312.12 332.66 303.85
ii Tax related to
previous years 1.17 - (0.52) (0.48)
iii Deferred Tax (3.17) (3.82) (7.95) (8.06)
Profit After Tax 492.94 637.20 286.36 576.88
Previous Balance
in Profit & Loss
Account 4039.72 4269.21 3803.66 3745.18
Minority Interest - - (0.07) -
Shares of Profits
of Associates (Net) 2.16 - 2.62 -
Profit available
for appropriation 4534.82 4906.41 4092.57 4322.06
Less: Proposed
dividend 19.67 19.67 19.67 19.67
Tax on proposed
dividend 3.19 3.19 3.19 3.19
Transfer to general
reserve 40.00 40.00 30.00 30.00
Balance in Profit
& Loss Account 4471.96 4843.55 4039.71 4269.20
Earning per share
(Rs.) 25.18 32.40 14.69 29.33
Dividend per Share
(Rs.) 1.00 1.00 1.00 1.00
Year in Retrospect
During the year under review, total income of the Company was Rs.
6431.47 lacs as against Rs.4590.21 lacs in previous year ended 31st
March, 2011. Profit before tax was Rs. 945.50 lacs as against Rs.
872.19 lacs in the preceeding year. Profit after tax for the year under
review was Rs. 637.20 lacs as against Rs. 576.88 lacs during the
preceeding year. Your Directors are putting in their best efforts to
further improve the performance of the Company.
The detailed Management Discussion & Analysis Report is attached hereto
with the Director's Report and should be read as part of this
Directors Report.
Material changes etc.
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company 31st
March, 2012 and the date of this Report.
Dividend
Your Directors propose to maintain an Equity Dividend of 10% for the
financial year ended on 31st March, 2012. The Dividend, if approved by
you at the forth coming Annual General Meeting will absorb Rs. 19.67
lacs.
Transfer to Investors Education and Protection Fund
Un-claimed/un-paid dividend for the financial year 2003-2004 has been
transferred to the Investors Education and Protection Fund in terms
ofthe provisions of Section 205A ofthe Companies Act, 1956.
Public Deposits
As at 31st March, 2012, the Company held Fixed Deposits of Rs. 471.35
lacs from the Public, Shareholders and Employees, out of which deposits
for Rs. 23.85 lacs, due for repayment on or before 31st March, 2012
were not claimed by depositors as on that date.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
1. Conservation of Energy: Your Company is conscious about energy
consumption and environmental issues related with it. It is
continuously making sincere efforts towards conservation of energy and
optimizing its usage in all aspects of operations.
2. Technology Absorption: The Company is taking advantage of the
latest developments and advancements in the Construction Industry. The
Company is using indigenous technology which is well established in the
Country and no foreign technology/ know how was purchased. The Company
has not incurred any R & D expenditure during the year.
3. Export Activities: There was no export activity in the Company
during the year under review. The company is not planning any export in
the near future, as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
Earning and Outgo during the year under review.
Particulars of Employees
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Amendment Rules, 2011, and hence no particulars are required
to be disclosed in this Report.
Subsidiary Companies and Consolidated Financial Statements
As on date there are following subsidiaries of the Company:
1. Aadesh Constructions Private Limited
2. Garv Constructions Private Limited
3. Mahal Constructions Private Limited
4. Milaap Constructions Private Limited
5. Samarpit Constructions Private Limited
6. Suniyojit Constructions Private Limited
7. Halwasiya Agro Industries Limited
8. Prayatna Constructions Private Limited
9. Sushobhit Constructions Private Limited
10. Primacy Constructions Private Limited
11. Prasiddhi Constructions Private Limited
12. Perpetual Constructions Private Limited
13. Khwahish Constructions Private Limited
14. Fixity Constructions Private Limited
15. Facility Constructions Private Limited
16. Deepjyoti Constructions Private Limited
17. Bliss Constructions Private Limited
18. Carnation Realtors Private Limited
19. Iris Realtors Private Limited
20. Neo Realtors Private Limited
21. Neptune Infracon Private Limited
22. Numerous Constructions Private Limited
23. Shivaye Constructions Private Limited
24. Swarg Constructions Private Limited
25. Swarnim Nirman Private Limited
26. Villa Constructions Private Limited
The Ministry of Corporate Affairs, Government, of India, vide General
Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011
respectively has granted a general exemption from compliance with
section 212 of the Companies Act, 1956, subject to fulfillment of
conditions stipulated in the circular. The Company has satisfied the
conditions stipulated in the circular and hence is entitled to the
exemption. Necessary information relating to the subsidiaries has been
included in the Consolidated Financial Statements.
Corporate Governance
The Company had complied with the provisions of Clause 49 of the
Listing Agreement relating to the Corporate Governance. A Certificate
from M/s R & D, Company Secretaries confirming compliance of conditions
of Corporate Governance as stipulated under Clause 49, is also annexed
to the Report on Corporate Governance.
Directors
In accordance with the provisions of the Companies Act, 1956, Mr.
Arvind Bajaj and Mr. Jagdish Prasad Bhargava, Directors, retire by
rotation and, being eligible, offer themselves for reappointment at the
ensuing Annual General Meeting.
After the last Annual General Meeting, Mr. Narendra Kumar Sharma
resigned from the Board w.e.f. 14th June, 2012. The Board takes this
opportunity to place its gratitude for services rendered by him.
The term of appointment of Mr. Srikant Jajodia as Whole Time Director
will expire on 30th November 2012. The Board of Directors feels that
for the sake of continuity of the present management and for efficient
running of the Company, the services of Mr. Srikant Jajodia should be
available to the Company for a further period of three years with
effect from 1st December 2012.
Brief resume of the Directors proposed to be reappointed, nature of
their expertise in specific functional areas and names of companies in
which they hold directorships and memberships/chairmanships of
Board/Committees, are provided in the Report on Corporate Governance
forming part of the Annual Report.
Auditors
M/s Doogar and Associates, Chartered Accountants, Statutory Auditors of
the Company hold office until the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
A certificate under section 224(1) of the Companies Act, 1956 regarding
their eligibility for the proposed re-appointment has been obtained
from them. Your Directors recommend their re-appointment.
Auditors' Report
Comments made by the Statutory Auditors in the Auditors' Report are
self-explanatory and do not require any further clarification.
Secretarial Compliance Certificate
In terms of the provisions of section 383A of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules, 2001 and
Notification issued by Ministry of Corporate Affairs, the company is
not require to take Compliance Certificate u/s 383A of the Companies
Act, 1956 as the company has a Whole Time Company Secretary.
Directors' Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors' Report thereon, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed;
b. the Directors have selected such 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 31st March, 2012 and of the profit of the Company
for the year ended on that date;
c. the Directors 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; and
d. the Directors have prepared the Annual Accounts on a going concern
basis.
Listing
The Equity shares of the Company are presently listed at BSE Ltd,
Mumbai and U.P. Stock Exchange Ltd, Kanpur. The Company has already
paid listing fees to these Stock Exchanges for the financial year
2012-13.
Acknowledgement
Your Directors take this opportunity to place on record their sincere
appreciation for the co-operation and assistance, the Company has
received from the Bankers and various Government Departments. The Board
also places on record its appreciation of the devoted services of the
employees; support and co-operation extended by the valued business
associates and the continuous patronage of the customers of the
Company.
For and on behalf of the Board
For Eldeco Housing and Industries Ltd
Date : 29th August, 2012 S K Garg
Place: Lucknow Chairman
Mar 31, 2010
The Directors have the pleasure in presenting the 25th Annual Report
of your Company together with the Audited Annual Accounts for the
financial year ended 31st March, 2010.
Financial Highlights
(Rs in lacs)
Particulars Financial Year ended
31st March 31stMarch 31st March 31stMarch
2010 2010 2009 2009
Consoli-
dated Standalone Consoli-
dated Standalone
Income:
A. Value of Work Done 6038.99 4778.17 10278.62 10278.62
B. Other Income 437.88 446.31 387.78 378.72
C. Increase/Decrease
in Stocks 14.39 14.39 (19.49) (19.49)
Total 6491.26 5238.87 10646.91 10637.85
Expenditure 5409.70 4240.57 9696.44 9696.31
Profit before tax 1081.55 998.30 950.47 941.54
Less: Provision for tax
Current 246.54 213.43 268.13 268.13
Deferred 18.06 18.00 1.50 1.50
Wealth Tax 0.57 0.57 0.85 1.09
Fringe Benefit Tax 0.00 0.00 4.36 4.36
Profit After Tax 816.58 766.29 675.65 666.46
Previous Balance in
Profit & Loss Account 3038.80 3029.72 2447.29 2447.38
Adjustments related
to previous year (1.51) (2.10) 31.11 31.11
Profit available for
appropriation 3856.60 3798.12 3091.81 3082.73
Less: Proposed dividend 19.67 19.67 19.67 19.67
Tax on proposed dividend 3.27 3.27 3.34 3.34
Transfer to general reserve 30.00 30.00 30.00 30.00
Balance in Profit
& Loss Account 3803.66 5745.18 3038.80 3029.72
Earningpershare(Rs.). 41.51 38.97 34.36 33.89
Dividend per share (Rs.) 1.00 1.00 1.00 1.00
Year in Retrospect
During the year under review, total income of the Company was Rs.
5224.48 lacs as against Rs. 10657.34 lacs in previous year ended 31st
March, 2009. Profit before tax was Rs. 998.30 lacs as against Rs.
941.54 lacs in the preceding year. Profit after tax for the year under
review was Rs. 766.29 lacs as against Rs. 666.46 during the preceding
year. Your Directors are putting in their best efforts to further
improve the performance of the Company.
The detailed Management Discussion & Analysis Report is attached hereto
with the Directors Report and should be read as part of this
Directors Report.
Material Changes etc.
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company 31 st
March, 2010 and the date of this Report.
Dividend
Your Directors propose to maintain an Equity Dividend of 10% for the
financial year ended on 31st March, 2010. The Dividend, if approved by
you at the forthcoming Annual General Meeting will absorb Rs. 19.67
lacs.
Transfer to Investors Education and Protection Fund
Un-claimed/un-paid dividend for the financial year 2001-2002 has been
transferred to the Investors Education and Protection Fund in terms of
the provisions of Section 205A of the Companies Act, 1956.
Public Deposits
As at 31st March, 2009, the Company held Fixed Deposits of Rs. 309.10
lacs from the Public, Shareholders and Employees, out of which deposits
for Rs. 13.75 lacs, due for repayment on or before 31st March, 2010
were not claimed by depositors as on that date.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
1. Conservation of Energy: Your Company is conscious about energy
consumption and environmental issues related with it. It is
continuously making sincere efforts towards conservation of energy and
optimizing its usage in all aspects of operations.
2. Technology Absorption: The Company is taking advantage of the
latest developments and advancements in the Construction Industry. The
Company is using indigenous technology which is well established in the
Country and no foreign technology/ know how was purchased. The Company
has not incurred any R&D expenditure during the year.
3. Export Activities: There was no export activity in the Company
during the year under review. The company is not planning any export in
the near future, as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
Earning and Outgo during the year under review.
Particulars of Employees
Particulars of the employees who are in receipt of remuneration more
than the limit prescribed under section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 is
annexed to this Directors Report as Annexure-A.
Subsidiary Companies and Consolidated Financial Statements
As on date there are following subsidiaries of the Company:
a. Aadesh Constructions Private Limited
b. Garv Constructions Private Limited
c. Mahal Constructions Private Limited
d. Milaap Constructions Private Limited
e. Samarpit Constructions Private Limited
f. Suniyojit Constructions Private Limited
g. Halwasiya Agro Industries Limited
h. Prayatna Constructions Private Limited
i. Sushobhit Constructions Private Limited
j. Primacy Constructions Private Limited
k. Prasiddhi Constructions Private Limited
1. Perpetual Constructions Private Limited
m. Khwahish Constructions Private Limited
n. Fixity Constructions Private Limited
o. Facility Constructions Private Limited
p. Deepjyoti Constructions Private Limited
q. Conviction Constructions Private Limited
r. Bliss Constructions Private Limited
s. Advantage Constructions Private Limited
In terms of approval granted by the Ministry of Corporate Affairs,
Government of India vide letter No. 47/467/2010-CL-III date 21.05.2010,
under Section 212(8) of the Companies Act, 1956, copies of the Balance
Sheet, Profit and Loss Account, Reports of tl Board of Directors and
Auditors of the subsidiaries of the Company as of March 31, 2010 have
not been attached with the Balam Sheet of the Company. These documents
will be made available upon request by any Member of Company interested
in obtaining tl same.
Corporate Governance
The Company had complied with the provisions of Clause 49 of the
Listing Agreement relating to the Corporate Governance. A Certificate
from M/s R&D, Company Secretaries confirming compliance of conditions
of Corporate Governance as stipulated under Clause 49, is also annexed
to the Report on Corporate Governance.
Directors
In accordance with the provisions of the Companies Act, 1956, Mr Anil
Tewari and Mr Ashish Jain, Directors, retire by rotation and, being
eligible, offer themselves for reappointment at the ensuing Annual
General Meeting.
Brief resume of the Directors proposed to be reappointed, nature of
their expertise in specific functional areas and names of companies in
which they hold directorships and memberships/ chairmanships of Board
Committees, are provided in the Report on Corporate Governance forming
part of the Annual Report.
Auditors
M/s Doogar and Associates, Chartered Accountants, Statutory Auditors of
the Company hold office until the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
A certificate under section 224(1) of the Companies Act, 1956 regarding
their eligibility for the proposed re-appointment has been obtained
from them. Your Directors recommend their re-appointment.
Auditors Report
Comments made by the Statutory Auditors in the Auditors Report are
self-explanatory and do not require any further clarification.
Secretarial Compliance Certificate
In terms of the provisions of section 383A of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules, 2001 and
Notification issued by Ministry of Corporate Affairs, the company is
not require to take Compliance Certificate u/s 383A of the Companies
Act, 1956 as the company has a Whole Time Company Secretary.
Directors Responsibility Statement
In terms of the provisions of section 217 (2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors Report thereon, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed;
b. the Directors have selected such 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 31 st March, 2010 and of the profit of the Company
for the year ended on that date;
c. the Directors 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^ and
d. the Directors have prepared the Annual Accounts on a going concern
basis.
à Listing
The Equity shares of the Company are presently listed at Bombay Stock
Exchange, Mumbai and U P Stock Exchange, Kanpur. The Company has
already paid listing fees to these Stock Exchanges for the financial
year 2010-11.
Acknowledgement
Your Directors take this opportunity to place on record their sincere
appreciation for the co-operation and assistance, the Company has
received from the Bankers and various Government Departments. The Board
also places on record its appreciation for the devoted services of the
employees; support and co-operation extended by the valued business
associates and the continuous patronage of the customers of the
Company.
For and on behalf of the Board
For Eldeco Housing and Industries Ltd
S K Garg
Chairman
Date : 21st August, 2010
Place: Lucknow