Directors Report of Elpro International Ltd.
Mar 31, 2023
DIRECTORSâ REPORT
Dear Shareholders,
The Directors take pleasure in presenting Sixtieth (60th) Annual Report on the business and operations of the Company
along with the Audited Financial Statements for the year ended March 31, 2023.
|
Particulars |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Total Income |
13,108.56 |
1,26,962.31 |
15,318.66 |
1,34,538.41 |
|
Profit before tax and exceptional and / |
5,760.37 |
1,20,443.02 |
6,588.26 |
1,28,019.12 |
|
Profit before tax and after exceptional |
5,760.37 |
1,20,443.02 |
6,599.21 |
1,27,199.00 |
|
Tax Expense |
1,629.86 |
21,526.87 |
1,805.48 |
21,527.45 |
|
Net Profit after tax |
4,130.51 |
98,916.15 |
4,793.72 |
1,05,671.55 |
Your Directors had declared an interim dividend of '' 0.23/- per equity share having face value of '' 1/- each
(i.e., 23%) for the Financial Year 2022-23, which was paid to the shareholders holding equity shares of
the Company as on June 9, 2023 (âRecord Dateâ). The total dividend payout amounts to '' 389.80 Lakhs.
The Directors have not recommended any Final Dividend for the Financial Year 2022-23.
3. STATE OF THE COMPANYâS AFFAIRS
The Companyâs gross sales and other income for the year under review was '' 15,318.66 Lakhs as against
'' 1,34,538.41 Lakhs for the previous year on consolidated basis.
The profit before tax was '' 6,599.21 Lakhs and the profit after tax was '' 4,793.72 Lakhs for the year under review as
against '' 1,27,199 Lakhs and '' 1,05,671.55 Lakhs respectively, for the previous year on consolidated basis.
The previous Financial Yearâs revenue and profit numbers includes realization and gains from sale of 21,34,02,479
equity shares held by the Company in PNB MetLife India Insurance Company Limited, and as such current yearâs
revenue and profit numbers are not comparable.
The Directors are positive for next phase of growth and development where the Company will continue to be a
leading partner of choice providing long term patient capital to some of the best businesses in India.
4. CONSOLIDATED FINANCIAL STATEMENTS (CFS)
The Company has prepared CFS in accordance with the applicable Accounting Standards as prescribed under
the Companies (Accounts) Rules, 2014 of the Companies Act, 2013.
The Consolidated Financial Results reflect the results of the Company and its subsidiaries and associates.
As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
(ââListing Regulationsâ) the Audited CFS together with the Independent Auditorsâ Report thereon are annexed
and form part of this Annual Report.
The summarized Financial Results are provided above at point no. 1 of this Report.
During the year under review, no transfers were made to reserves.
During the year under review, there has been no change in the authorized and paid-up share capital of the Company.
The Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of
the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year
ended March 31, 2023.
8. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the financial position of the Company which
have occurred between the end of the Financial Year of the Company to which the financial statements relate
and the date of the report.
9. CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year under review.
10. DETAILS OF SUBSIDIARY, ASSOCIATE, JOINT VENTURES AND HOLDING COMPANY
During the year under review, the Company has following Holding, Subsidiary and Associate companies, namely:
a) IGE (India) Private Limited, Holding Company;
b) Ultra Sigma Private Limited, wholly owned Subsidiary Company (with effect from April 9, 2022)
c) Dabri Properties and Trading Company Limited, Associate Company.
There were no joint venture Companies during the year under review.
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the
year under review, is appended as âAnnexure Iâ.
The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in
terms of Regulation 34 of the Listing Regulations have been complied with.
A separate report on Corporate Governance along with a Certificate from Statutory Auditors of the Company,
regarding compliance of the conditions of Corporate Governance is appended as âAnnexure IIâ.
13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A Business Responsibility and Sustainability Report in terms of Regulation 34(2)(f) of the Listing Regulations
detailing the various initiatives taken by the Company on the environmental, social and governance perspective,
is appended as âAnnexure IIIâ.
14. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company has spent the amounts in accordance with the CSR Policy.
The CSR Policy may be accessed on the Companyâs website i.e., www.elpro.co.in. The details of the
CSR amounts spent, is appended as âAnnexure IVâ.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provision of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations as amended from time to time, the Company has established vigil mechanism through the Audit
Committee for Directors and Employees to report genuine concerns about unethical behaviour actual or suspected
fraud or violation of the Companyâs Code of Conduct. The vigil mechanism provides for adequate safeguards
against victimisation of persons who use such mechanism and make provision for direct access to the Chairman
of the Audit Committee in appropriate or exceptional cases. The details of establishment of such mechanism is
also available on the Companyâs website at www.elpro.co.in.
During the year under review, four (4) Board Meetings were held and the details of the Board Meetings are
provided in Clause No. 2(b) of the Corporate Governance Report, which forms part of this Annual Report.
The Board currently has seven (7) committees viz., Audit Committee, Nomination and Remuneration Committee,
Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee,
Investment Committee and Executive Committee.
A detailed update on the committees, its composition, number of Committee Meetings held and attendance of
members at each meeting is provided in Clause No. 3 of the Corporate Governance Report, which forms part
of this Annual Report.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
18.1 Directors:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association
of the Company, Mr. Surbhit Dabriwala (DIN: 00083077), Director, retires by rotation at the ensuing
Annual General Meeting (AGM) and being, eligible, offers himself for re-appointment.
Necessary resolution for the re-appointment of Mr. Surbhit Dabriwala, as a Director has been included in the
Notice convening AGM and requisite details have been provided in the explanatory statement to the Notice.
Ms. Shweta Kaushik (DIN: 08206597) who was appointed as an Independent Director (Non-Executive)
of the Company to hold office for a term of five consecutive years, commencing from August 25, 2018
to August 24, 2023, ceases to hold office with effect from close of business hours on August 24, 2023.
The Board places on record its appreciation for the invaluable contribution and guidance rendered by
Ms. Shweta Kaushik during her tenure as an Independent Director of the Company.
The Board of Directors, on the recommendation of Nomination and Remuneration Committee, have
considered and approved the appointment of Mrs. Shruti Bahety (DIN: 05238795) as Additional Director
(Non-Executive and Independent) of the Company with effect from August 9, 2023 for a period of five years
pursuant to Sections 149, 152 and 161 of the Companies Act, 2013, subject to the approval of the Members
of the Company at the ensuing AGM of the Company.
Brief resume and other particulars of Mrs. Shruti Bahety, as stipulated under Regulation 36(3) of the Listing
Regulations and Secretarial Standard on General Meetings (SS-2) issued by The Institute of Company
Secretaries of India, are given in the Notice of AGM, which forms part of this Annual Report.
The Members of the Company, through Postal Ballot Notice dated February 7, 2023, have approved the
re-appointment of Mr. Deepak Kumar (DIN: 07512769) as Chairman and Managing Director of the Company
for a period of three years, commencing from November 12, 2022 till November 11,2025, as recommended
and approved by the Nomination and Remuneration Committee (NRC) and Board of Directors of the
Company at their respective Meetings held on October 18, 2022.
The Independent Directors of the Company have given the declaration to the Company that they meet
the criteria of independence as required under Section 149(6) of the Companies Act, 2013 and Listing
Regulations.
18.2 Key Managerial Personnel:
In terms of provisions of Sections 2(51) and 203 of the Companies Act, 2013, the following are the Key
Managerial Personnel of the Company, during the year under review:
- Mr. Deepak Kumar, Chairman and Managing Director;
- Mr. Sambhaw Kumar Jain, Chief Financial Officer (upto close of business hours of June 30, 2022);
- Mr. Deepak Kumar Ajmera, Chief Financial Officer (with effect from July 1, 2022);
- Ms. Binal Khosla, Company Secretary & Compliance Officer (upto close of business hours of
October 19, 2022);
- Mr. Rushabh Ajmera, Company Secretary & Compliance Officer (with effect from February 7, 2023).
The Board places on record its appreciation for Mr. Sambhaw Kumar Jain and Ms. Binal Khosla for their
valuable contribution during their tenure as Chief Financial Officer and Company Secretary & Compliance
Officer of the Company.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of
their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set
out under Schedule III of the Act, have been followed along with proper explanation relating to material
departures;
(b) they have selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the profit of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
(d) they have prepared the annual accounts on a âgoing concernâ basis;
(e) they have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
The details of evaluation of Directors, Committees and Board as a whole are given in Clause No. 3(b) of the
Corporate Governance Report, which forms part of this Annual Report.
Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return of the Company
for the Financial Year ended on March 31,2023 is uploaded on the website of the Company at www.elpro.co.in
22. 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 Note No. 8 & 17 of the Notes to the Standalone Financial Statements, which forms part
of this Annual Report.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as
stipulated under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, is appended as âAnnexure Vâ.
24. AUDITORS AND AUDIT REPORTS
24.1 Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made there under,
the Members of the Company at the Fifty-Sixth (56th) Annual General Meeting (AGM) of the Company held
on September 27, 2019 had appointed M/s. VSS & Associates, Chartered Accountants (Firm Registration
No.: 105787W) as Statutory Auditors of the Company for a period of five (5) years to hold office from the
conclusion of 56th AGM held in the Financial Year 2019-20 till the conclusion of the Sixty-First (61st) AGM
to be held in the Financial Year 2024-25.
There are no qualifications, reservations or adverse remarks made by the Statutory Auditorsâ in their Audit
Report for the Financial Year 2022-23.
24.2 Internal Auditors:
The Company has appointed Internal Auditors. The scope and authority of the Internal Auditors is as per
the terms of reference approved by the Audit Committee. To maintain its objectivity and independence, the
Internal Auditors reports to the Chairman of the Audit Committee of the Company.
The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Control System in the
Company, its compliance with operating systems accounting procedures and policies of the Company.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. issued by the regulatory bodies.
24.3 Secretarial Auditors and Secretarial Audit Report:
In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s. Jayshree A. Lalpuria & Co., Practicing Company Secretaries,
have been appointed as Secretarial Auditors of the Company to carry out Secretarial Audit for the Financial
Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 is appended as âAnnexure VIâ.
There are no qualifications, reservations or adverse remarks made by the Secretarial Auditorsâ in their Audit
Report for the Financial Year 2022-23.
The Company has adopted a Risk Management Policy which is reviewed on a periodic basis in order to recognize,
assess and reduce exposure to risks wherever possible, identify steps to mitigate risks and to identify risk owners
for all types of risks.
The Companyâs Risk Management Policy is based on the philosophy of achieving substantial growth, while
mitigating and managing risks involved. The Companyâs internal control systems with reference to the financial
statements are adequate and commensurate with the nature of its business and the size and complexity of
its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct any
irregularities in the operations have been laid down by the Company.
The details relating to the composition, powers, roles, terms of reference, number of meetings held, attendance
at the meetings etc. of Risk Management Committee are given in detail in the Corporate Governance Report,
which forms part of this Annual Report.
26. INTERNAL FINANCIAL CONTROL
As per explanation to Section 134 of the Companies Act, 2013, the Internal Financial Control (IFC) are reviewed
by your management and key areas are subject to various statutory, internal and operational audits. The review
of the IFC, inter alia, consists of the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of operations.
The Company is not required to maintain Cost Records as specified by the Central Government under
Section 148 of the Companies Act, 2013.
29. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has constituted an Internal Complaints Committee for providing a redressal mechanism pertaining to
sexual harassment of women employees at workplace. No complaints were received during the year under review.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There have been no significant and material orders passed by the regulators, courts and tribunals impacting the
going concern status and the Companyâs operations.
31. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONGWITH THE REASONS THEREOF
During the year under review, there was no instance of one-time settlement with banks or financial institutions.
32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE Financial Year
During the year under review, no application has been made under the Insolvency and Bankruptcy Code and
hence the requirement to disclose the said details are not applicable.
During the year under review, the Auditors have not reported any instances of frauds committed in the Company
by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.
The information in terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended asâAnnexure VIIâ.
35. CHAIRMAN & MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has obtained Compliance Certificate from Chairman and Managing Director & Chief Financial
Officer of the Company.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable secretarial standards issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the Companies
Act, 2013.
37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SECTION 188(1) OF COMPANIES ACT, 2013
During the Financial Year, the company has entered into related party transactions which were on armâs length
basis and in ordinary course of business. There were no material transactions with any related party as referred
in sub- section (1) of Section 188 of the Companies Act, 2013, read with the Companies (Meetings & Board and
its Powers) Rules, 2014.
The Policy on materiality of related party transactions and dealing with related party transactions as approved
by the Board may be accessed on the Companyâs website at www.elpro.co.in
Your Directors would like to express their sincere appreciation to the Shareholders, Customers, Vendors,
Bankers, Financial Institutions, Government Authorities and various such other Stakeholders for their continued
co-operation and support. The Board also wishes to record its sincere appreciation for the significant contributions
made by employees at all levels for their competence, dedication and contribution towards the operations of
the Company.
For and on behalf of the Board of Director
Elpro International Limited
Chairman and Managing Director
Mumbai, August 9, 2023 DIN: 07512769
Mar 31, 2018
Dear Shareholders,
The Directors present the 55th Annual Report along with the Audited Financial Statement for the year ended March 31, 2018.
1. FINANCIAL RESULTS: (Rs. in Lakhs)
|
Particulars |
Standalone |
|
|
2017-18 |
2016-17 |
|
|
Gross sales & services |
6125.77 |
5344.37 |
|
Other Income |
41.40 |
60.26 |
|
Profit / (Loss) Before Tax and Exceptional Items |
416.76 |
(555.42) |
|
Provision for Taxation |
||
|
Current Tax |
67.55 |
â |
|
Deferred Tax |
(67.55) |
â |
|
Exceptional Items |
â |
|
|
Remeasurement gains/(Iosses) on defined benefit plan |
(7.98) |
6.15 |
|
Profit/(Loss) After Tax |
408.79 |
(549.27) |
|
Profit brought forward from previous year |
(898.39) |
(342.97) |
|
Balance carried to Balance Sheet |
(481.63) |
(898.39) |
2. OVERVIEW AND THE STATE OF COMPANYâS AFFAIR:
The Companyâs revenue during the year stood at Rs. 6,167.16 lacs as compared to previous year of Rs. 5,404.63 lacs, there is increase in the revenue by Rs. 762.53 lacs on account of increase in revenue from real estate segment. The real estate revenue continues to grow in near future as company is focusing in to enter into further lease agreements with prospective clients. The Companyâs focus is to reduce further the interest cost in near future.
3. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statement have been prepared in accordance with the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.
4. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES
The Company has âElpro Estates Limitedâ as a Subsidiary Company & âDabri Properties & Trading Co. Ltdâ and âPNB Metlife India Insurance Company Limitedâ as an Associate Company as at the end of financial year ended March 31, 2018. The audited financial statements of subsidiary company and associate company are available for inspection during business hours at the Registered Office of the company. Any member, who is interested in obtaining a copy of audited financial statement of subsidiary company, may write to the Company Secretary at the Registered Office of the Company. The salient features of performance of the Subsidiary and Associate Company as on March 31, 2018 in Form AOC-1 is annexed herewith as âAnnexure Iâ.
On January 25, 2018, Elpro Estates Limited became the Wholly Owned Subsidiary of the Company as it acquired 13.80% i.e. 2,40,200 equity shares of INR 10/- each in Elpro Estates Limited. The Wholly owned subsidiary company is engaged in real estate development.
During the financial year no other company became or ceased to be the Subsidiary, Joint venture or Associate Company.
5. CHANGE IN NATURE OF BUSINESS
During the financial year 2017-18, Company has not changed its nature of business and has been continuing with the same line of business.
6. SHARE CAPITAL: Sub Division of Shares
During the year, the Equity Shares of Rs. 2/- each were sub-divided into 2 equity shares of Re. 1/- each after obtaining approval from Shareholders of the Company at the Annual General Meeting held on September 8, 2017.
Increase in Authorised Share Capital
The Authorised Share Capital of the Company was increased from Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 8,00,00,000 (Eight Crores Only) Equity Shares of Rs. 2/- (Rupees Two Only) each and 40,00,000 (Forty Lacs Only) Preference Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 26,00,00,000/-(Rupees Twenty Six Crores Only) divided into 22,00,00,000 (Twenty Two Crores Only) Equity Shares of Re. 1/- (Rupees One Only) each and 40,00,000 (Forty Lacs Only) Preference Shares of Rs. 10/- (Rupees Ten Only) each by creation and addition of 6,00,00,000 (Six Crores) Equity Shares of INR 1/- each after obtaining approval from the Shareholders of the Company at the 54th Annual General Meeting held on September 8, 2017.
Rights Issue
The Company filed its letter of offer dated March 17, 2018 offered 3,11,28,820 fully paid-up equity shares of face value of Re. 1/- each for cash at a price of Rs. 32.10 per equity share, including a share Premium of Rs. 31.10 per equity share aggregating to Rs. 9,992.35 lakhs to the existing equity shareholders on a rights basis in the ratio of 9 fully paid-up equity shares for every 40 fully paid-up equity shares held by the existing equity share holders of the Company. The Rights Issue was opened from March 28, 2018 to April 11, 2018.
The allotment of 3,11,28,820 fully paid-up equity sheres of face value of Re. 1/- each as per above Rights Issue was made on April 21, 2018. The funds raised from Rights Issue have been utilised as per objects in letter of offer dated March 17, 2018.
7. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as required under Regulation 34(2) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companyâs various businesses, internal controls and their adequacy, risk management systems and other material developments during the F.Y. 2017-18.
8. DIVIDEND:
No dividend has been recommended by the Board of Directors of the Company for F.Y. 2017-18. However, the register of members and share transfer books will remain closed from Friday September 21, 2018 to Saturday September 29, 2018.
9. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES
Your Directors do not propose to transfer any amount to reserves as on March 31, 2018.
10. PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
11. SALE OF EQUITY SHARES IN PNB METLIFE INDIA INSURANCE COMPANY LIMITED
The Company holds 12.75% in PNB Metlife India Insurance Company Limited. Out of which Company has agreed to sell approximately 1.33% shareholding for a total considiration of Rs. 134.22 crore, subject to satisfaction of certiain conditions including approval of Insurance Regulatory & Development Authority of India & CCI.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:
- At the Annual General Meeting of the Company held on September 8, 2017, the shareholders of the Company approved the appointment of Mr. Deepak Kumar as the Managing Director for a period of three years with effect from November 12, 2016 and also regularized the appointment of Mr. Sunil Khandelwal who was appointed as an Additional Director with effect from 6th February, 2017.
- Ms. Kalpana Independent Director of the Company has resigned from the Directorship on May 9, 2018. The Board places on record its appreciation towards the valuable contribution made by her during her tenure as the Director of the Company.
- Ms. Shweta Kaushik was appointed as an Additional and Independent Director of the Company by the Board, not liable to retire by rotation, for a term of 5 years i.e. from August 25, 2018 to August 24, 2023, subject to approval of the Members. As per the provisions of the Companies Act 2013, Ms. Shweta Kaushik holds office till the ensuing Annual General Meeting and being eligible, offers herself for appointment as Director. The Board recommends her appointment as Independent Director.
- The terms of office of Mr. Ashok Jain and Mr. Narayan T. Atal, as Independent Directors will expire on March 31, 2019. The Board of Directors on recommendation of Nomination and Remuneration Committee has recommended re-appointment of Mr. Ashok Jain and Mr. Narayan T. Atal as Independent Directors of the Company for second term of 5 (five) consecutive years on the expiry of their current term of office.
- In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sunil Khandelwal retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment.
- Ms. Binal Khosla was appointed as Company Secretary and Compliance Officer of the Company w.e.f May 29, 2017.
The brief resume and other relevant details of Director seeking appointment/ re-appointment is given in the annexure to the Notice of the Annual General Meeting. Notice pursuant to Section 160 of the Act have been received from the respective appointee Directors, proposing their appointment/re-appointment and have been included as an item for each Director in the notice convening the ensuing Annual General Meeting. Except the above, no other Director or Key Managerial Person had been appointed, resigned or retired during the year.
13. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provision of Section 134 of the Companies Act, 2013, the Directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;
(b) We have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
(d) We have prepared the annual accounts on a âgoing concernâ basis.
(e) We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
14. BOARD INDEPENDENCE
The following Non-Executive Directors are Independent Directors in terms regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013:
1. Mr. Narayan T. Atal
2. Mr. Ashok Kumar Jain
3. *Ms. Kalpana Unadkat
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
*Ms. Kalpana Unadkat resigned from the Board on May 09, 2018.
15. BOARD EVALUATION
The Companies Act, 2013, rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provide that the Annual Report of the Company shall disclose the following:
- Manner in which formal performance evaluation of the Board, its Committees, and Individual Directors including independent directors has been carried out; and
- Evaluation criteria
To this effect, on the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.
At a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.
The performance was evaluated on parameters such as Attendance and participation in the meetings, Compliance with policies of the Company, ethics, code of conduct, Safeguarding interest of whistle-blowers under vigil mechanism, Professional skills, problem solving, and decision-making, etc.
The Board approved the evaluation results as collated by the nomination and remuneration committee.
16. BOARD COMMITTEES
In accordance with the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, currently there are following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholdersâ Relationship Committee
4. CSR Committee
5. Investment Committee
6. Right Issue Committee
Details of all the Committees along with their charters, composition and meetings held during the year are provided in the âCorporate Governance Reportâ, which forms a part of this Annual Report.
17. MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the year. The details of the Board Meetings and the attendance of the Directors at the meetings are provided in the report on Corporate Governance which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Secretarial Standard on Board Meetings issued by ICSI.
18. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are appended as âAnnexure - IIâ to the Directorsâ Report.
None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in the said rules.
19. NOMINATION AND REMUNERATION POLICY
In terms of section 178(3) of the Companies Act, 2013 and Part D of Schedule II Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed Nomination and Remuneration Policy. The said policy of the Company on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters is annexed as âAnnexure IIIâ.
We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
20. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
Independent Directors, on their appointment, are issued a Letter of Appointment setting out in details the terms of appointment, duties, responsibilities and expected time commitments. Necessary arrangements are made to organize the interactive sessions with the member of Senior Management of the Company. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company is displayed up on the website of the Company. Weblink for the same is http://www.elpro.co.in/ Investor-relations.php
During the year under review, Independent Directors were apprised on an ongoing basis in the various Board/ Committee meetings on Industry developments, regulatory updates, business overview, operations, financial statements, update on statutory compliances for Board members, etc. In this respect presentations were made to Board, by the Managing Director & CFO and other management personnel.
21. INTERNAL FINANCIAL CONTROL
As per explanation to Section 134 of the Companies Act, 2013, the Internal Financial Controls (IFC) are reviewed by your management and key areas are subject to various statutory, internal and operational audits. The review of the IFC, inter alia, consists of the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
22. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
23. AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS
At the Annual General Meeting held on September 29, 2014, M/s. Todarwal & Todarwal, Chartered Accountants (ICAI Firm Registration No. 111009W), Statutory Auditors of the Company, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Todarwal & Todarwal LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
There are no qualifications or reservation made by M/s. Todarwal & Todarwal, LLP, Statutory Auditors, in their report for the financial year 2017-18.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and Rules thereunder, the Secretarial Audit for the financial year 2017-18 was conducted by M/s. Jayshree A. Lalpuria & Co., Practising Company Secretary and the Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as âAnnexure IVâ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board has also appointed M/s. Jayshree A. Lalpuria & Co., as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2018-19.
INTERNAL AUDITOR
The Company has appointed Internal Auditor. The scope and authority of the Internal Auditor is as per the terms of reference approved by the Audit Committee. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems accounting procedures and policies of the Company.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. issued by the regulatory bodies.
24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of investments made, loans given and guarantees given are provided in the standalone financial statement. (Please refer to Note No. 7 & 17 to the standalone financial statement). The purpose of the loan given to Subsidiary Company is as per Joint Development Agreement entered with it and guarantee is given to the Public Charitable Trust. There are no securities provided by the Company.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF COMPANIES ACT, 2013
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of Companies Act, 2013, as prescribed in Form AOC - 2, is appended as âAnnexure - Vâ.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://www.elpro.co.in/Investor-relations.php
26. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There is no occurrence of material changes and commitment made between the end of the financial year and date of this report which has affected the financial position of the company.
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism / whistle blower policy for Directors and employees to report their genuine concerns. The whistle blower policy is also uploaded on companyâs website.
28. RISK MANAGEMENT FRAMEWORK
The company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Company has also formulated a Risk Management policy.
29. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as âAnnexure - VIâ to the Boardâs report.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
(a) Conservation of Energy
i) Steps taken for energy conservation, inter alia, include the following:
- Improvement in energy efficiency by replacement of CFL to LED lights in offices
- Office Air conditioning comfort temperature optimisation
- Electricity Consumption reduction by daily monitoring and control
- Operational control of HVAC system (air conditioning) in winding premises
- Compressed air pressure reduction in non-use time
- Closing of unwanted opening from air conditioned premises reducing cooling loss
- Access control on air conditioning. Installation of remote control switch in office optimising operating temperature
ii) Steps taken by the Company for utilizing alternate sources of energy:
- Electric water heater being replaced with solar water heater
- Open the blinds/curtains in offices to use natural lights
iii) Capital investment on energy conservation equipments: NIL
(b) Technology Absorption:
Not Applicable.
(c) Expenditure incurred on Research and Development: NIL
31. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earning and outgo in foreign exchange during the year under review were Rs. 60.82 lakhs and Rs. 3253.34 lakhs as against Rs. 52.19 lakhs and Rs. 91.79 lakhs respectively in the previous year. The outgo includes acqusition of 2,40,200 equity share of Elpro Estated Limited to make it wholly owned subsidiary of the Company.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
33. SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to creating a healthy working environment that enables employee to work without fear of prejudice, gender bias and sexual harassment. A policy on Anti Sexual Harassment of employees at workplace or other places involving employees of the Company has been adopted by the Directors of the Company in its meeting. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.
During the financial year 2017-18 there were no cases reported under Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility and Governance Committee (CSR&G Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Companyâs website. The contents of the policy along with the annexure specified in Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as âAnnexure VIIâ.
35. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. Pursuant to regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this report as separate sections. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has also been included in the Annual Report.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
37. INDUSTRIAL RELATIONS:
Employee relations were by and large satisfactory. No man days were lost due to strikes and lock out and the like.
38. ACKNOWLEDGEMENTS:
The Directors sincerely appreciate the employees of the Company for their commitment, dedication and support. They would also like to express their gratitude to various Government/Regulatory authorities, Customers, Vendors, Banks, Shareholders and others associated with the activities of the Company and look forward for the same in the years to come.
For and on behalf of the Board of Directors
Deepak Kumar
Place : Mumbai Chairman & Managing Director
Date : August 14, 2018 (DIN: 07512769)
Mar 31, 2017
The Directors present the 54th Annual Report along with the Audited Financial Statement for the year ended March 31, 2017.
1. FINANCIAL RESULTS: (Rs. in Lacs)
|
Particulars |
Standalone |
|
|
2016-17 |
2015-16 |
|
|
Net sales & services |
4812.79 |
4483.73 |
|
Other Income |
57.54 |
47.85 |
|
Profit / (Loss) Before Tax and Exceptional Items |
361.43 |
(353.23) |
|
Provision for Taxation |
â |
â |
|
Exceptional Items |
â |
â |
|
Profit/(Loss) After Tax |
361.43 |
(353.23) |
|
Profit brought forward from previous year |
(262.67) |
90.56 |
|
Balance carried to Balance Sheet |
98.76 |
(262.67) |
2. OVERVIEW AND THE STATE OF COMPANYâS AFFAIR:
The Companyâs revenue during the year stood at Rs. 4812.79 lacs as compared to previous year of Rs. 4483.73 lacs, there is increase in the revenue by Rs. 329.06 lacs on account of increase in revenue from real estate segment. The real estate revenue continues to grow in near future as company is focusing in to enter into further lease agreements with prospective clients. The Companyâs focus is to reduce further the interest cost in near future.
3. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statement have been prepared in accordance with the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.
4. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES
The Company has âElpro Estates Limitedâ as a Subsidiary Company & âDabri Properties & Trading Co. Ltdâ as an Associate Company as at the end of financial year ended March 31, 2017. The audited financial statements of subsidiary company and associate company are available for inspection during business hours at the Registered Office of the company. Any member, who is interested in obtaining a copy of audited financial statement of subsidiary company, may write to the Company Secretary at the Registered Office of the Company. The salient features of performance of the Subsidiary and Associate Company as on March 31, 2017 in Form AOC- 1 is annexed herewith as âAnnexure Iâ.
During the financial year, no company became or ceased to be the Subsidiary, Joint Venture or Associate Company.
5. CHANGE IN NATURE OF BUSINESS
During the financial year 2016-17, Company has not changed its nature of business and has been continuing with the same line of business.
6. SHARE CAPITAL:
There were no changes to share capital of the company.
7. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as required under Regulation 34(2) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companyâs various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2016-17.
8. DIVIDEND:
No dividend has been recommended by the Board of Directors of the Company for financial year 2016-17. However,
the register of members and share transfer books will remain closed from Friday September 1, 2017 to Friday September 8, 2017 (both days inclusive).
9. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES
Your Directors do not propose to transfer any amount to reserves as on 31st March, 2017.
10. PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
- Mr. Ramswarup Dabriwala who was appointed as the Chairman and Managing Director of the Company for a period of 3 years and whose tenure expired on 30th June, 2016, expressed his unwillingness to extend his tenure. Accordingly, Mr. Ramswarup Dabriwala was continuing as the Non-Executive Director of the Company w.e.f. 1st July, 2016. Mr. Ramswarup Dabriwala, Non - Executive Director of the Company has resigned from his Directorship on November 2, 2016. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as the Director of the Company.
- Mr. Dipankar Ghosh was appointed as an Additional Director w.e.f 24th May 2016 and Managing Director of the Company w.e.f 1st July, 2016 and his appointment was regularized by the shareholders at the previous Annual General Meeting held on 26th September, 2016. He has resigned from his Directorship on October
31, 2016. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as the Director of the Company.
- Mr. Deepak Kumar Siysharan Singh was appointed as an Additional Director (Executive) with effect from November 12, 2016. As per the provisions of the Companies Act 2013, Mr. Deepak Kumar Siysharan Singh holds office till the ensuing Annual General Meeting and being eligible, offers himself for appointment as Director. The Board recommends his appointment.
Considering the resignation of Mr. Dipankar Ghosh as Chairman and Managing Director and pursuant to Section 197, 198, 203 and Schedule V (Part II) of Companies Act, 2013, Mr. Deepak Kumar Siysharan Singh was appointed as the Managing Director & Chairman of the Company by the Board w.e.f. November 12, 2016 and shall hold office for a term of up to three consecutive years subject to the approval by the shareholders at the ensuing Annual General Meeting.
- Mr. Sunil Khandelwal was appointed as an Additional Director with effect from February 6, 2017. As per the provisions of the Companies Act 2013, Mr. Sunil Khandelwal holds office till the ensuing Annual General Meeting and being eligible, offers himself for appointment as Director. The Board recommends his appointment.
- In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Surbhit Dabriwala, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.
Notice pursuant to Section 160 of the Act have been received from the respective appointee Directors, proposing their appointment/re-appointment and have been included as an item for each Director in the notice convening the ensuing Annual General Meeting. Except the above, no other Director or Key Managerial Person had been appointed, resigned or retired during the year.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provision of Section 134 of the Companies Act, 2013, the Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;
b) We 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 at the end of the financial year and of the profit of the Company for that period;
c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
d) We have prepared the annual accounts on a âgoing concernâ basis.
e) We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
13. BOARD INDEPENDENCE
The following Non-Executive Directors are Independent Directors in terms regulation 16(1 )(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013:
1. Mr. Narayan T. Atal
2. Mr. Ashok Kumar Jain
3. Ms. Kalpana Unadkat
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
14. BOARD EVALUATION
The Companies Act, 2013, rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provide that the Annual Report of the Company shall disclose the following:
- Manner in which formal performance evaluation of the Board, its Committees, and Individual Directors including independent directors has been carried out; and
- Evaluation criteria
To this effect, on the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.
At a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.
The performance was evaluated on parameters such as attendance and participations in the meetings, Compliance with policies of the Company, ethics, code of conduct, safeguarding interest of whistle-blowers under vigil mechanism, professional skills, problem solving, and decision-making, etc.
The Board approved the evaluation results as collated by the nomination and remuneration committee.
15. BOARD COMMITTEES
During the year, in accordance with the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board re-constituted some of its Committees. Currently there are following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholdersâ Relationship Committee
4. CSR Committee
Details of all the Committees along with their charters, composition and meetings held during the year are provided in the âCorporate Governance Reportâ, which forms a part of this Annual Report.
16. MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. The details of the Board Meetings and the attendance of the Directors at the meetings are provided in the report on Corporate Governance which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Secretarial Standard on Board Meetings issued by ICSI.
17. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are appended as âAnnexure - IIâ to the Directorsâ Report.
None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in the said rules.
18. NOMINATION AND REMUNERATION POLICY
In terms of section 178(3) of the Companies Act, 2013 and Part D of Schedule II Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed Nomination and Remuneration Policy. The said policy of the Company on Directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters is annexed as Annexure IIIâ.
We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
19. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
Independent Directors, on their appointment, are issued a Letter of Appointment setting out in details the terms of appointment, duties, responsibilities and expected time commitments. Necessary arrangements are made to organize the interactive sessions with the member of Senior Management of the Company. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company is displayed up on the website of the Company. We blink for the same is http://www.elpro.co.in/ Investor-relations.php
During the year under review, Independent Directors were apprised on an ongoing basis in the various Board/ Committee meetings on Industry developments, regulatory updates, business overview, operations, financial statements, update on statutory compliances for Board members, etc. In this respect presentations were made to Board, by the Managing Director & CFO and other management personnel.
20. INTERNAL FINANCIAL CONTROL
As per explanation to Section 134 of the Companies Act, 2013, the Internal Financial Controls (IFC) are reviewed by your management and key areas are subject to various statutory, internal and operational audits. The review of the IFC, inter alia, consists of the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
22. AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS
At the Annual General Meeting held on September 29, 2014, M/s. Todarwal & Todarwal, Chartered Accountants (ICAI Firm Registration No. 111009W), Statutory Auditors of the Company, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Todarwal & Todarwal, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
There are no qualifications or reservation made by M/s. Todarwal & Todarwal, Statutory Auditors, in their report for the financial year 2016-17.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and Rules there under, the Secretarial Audit for the financial year 2016-17 was conducted by M/s. Jayshree A. Lalpuria & Co., Practising Company Secretary and the Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as âAnnexure IVâ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board has also appointed M/s. Jayshree A. Lalpuria & Co., as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2017-18.
INTERNAL AUDITOR
The Company has appointed Internal Auditor. The scope and authority of the Internal Auditor is as per the terms of reference approved by the Audit Committee. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems accounting procedures and policies of the Company.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. issued by the regulatory bodies.
23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of investments made, loans given and guarantees given are provided in the standalone financial statement. (Please refer to Note No.13, 18 & 25 to the standalone financial statement). The purpose of the loan given to Subsidiary Company is as per Joint Development Agreement entered with it and guarantee is given to the Public Charitable Trust. There are no securities provided by the Company.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF COMPANIES ACT, 2013
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of Companies Act, 2013, as prescribed in Form AOC - 2, is appended as âAnnexure - Vâ.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://www.elpro.co.in/Investor-relations.php
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There is no occurrence of material changes and commitment made between the end of the financial year and date of this report which has affected the financial position of the company.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism / whistle blower policy for Directors and employees to report their genuine concerns. The whistle blower policy is also uploaded on companyâs website.
27. RISK MANAGEMENT FRAMEWORK
The company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Company has also formulated a Risk Management policy.
28. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as âAnnexure - VIâ to the Boardâs report.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
a) Conservation of Energy
i) Steps taken for energy conservation, inter alia, include the following:
- Improvement in energy efficiency by replacement of CFL to LED lights in offices
- Office Air conditioning comfort temperature optimization
- Electricity Consumption reduction by daily monitoring and control
- Operational control of HVAC system (air conditioning) in winding premises
- Compressed air pressure reduction in non-use time
- Closing of unwanted opening from air conditioned premises reducing cooling loss
- Access control on air conditioning. Installation of remote control switch in office optimizing operating temperature
ii) Steps taken by the Company for utilizing alternate sources of energy:
- Electric water heater being replaced with solar water heater
- Open the blinds/curtains in offices to use natural lights
iii) Capital Investment on Energy Conservation equipments:
- NIL
b) Technology Absorption:
Not Applicable.
c) Expenditure incurred on Research and Development: NIL
30. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earning and outgo in foreign exchange during the year under review were Rs. 52.19 lacs and Rs. 91.79 lacs as against Rs. 122.56 lacs and Rs. 43.18 lacs respectively in the previous year.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
32. SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to creating a healthy working environment that enables employee to work without fear of prejudice, gender bias and sexual harassment. A policy on Anti Sexual Harassment of employees at workplace or other places involving employees of the Company has been adopted by the Directors of the Company in its meeting. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.
During the financial year 2016-17 there were no cases reported under Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility and Governance Committee (CSR&G Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Companyâs website. The contents of the policy along with the annexure specified in Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as âAnnexure VIIâ.
34. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. Pursuant to regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this report as separate sections. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has also been included in the Annual Report.
35. INDUSTRIAL RELATIONS:
Employee relations were by and large satisfactory. No man days were lost due to strikes and lock out and the like.
36. ACKNOWLEDGEMENTS:
The Directors sincerely appreciate the employees of the Company for their commitment, dedication and support. They would also like to express their gratitude to various Government/Regulatory authorities, Customers, Vendors, Banks, Shareholders and others associated with the activities of the Company and look forward for the same in the years to come.
For and on behalf of the Board of Directors
Deepak Kumar Siysharan Singh
Place : Mumbai Chairman & Managing Director
Date : July 25, 2017 (DIN: 07512769)
Mar 31, 2015
Dear Shareholders,
The Directors present the 52nd Annual Report along with the audited
Balance-Sheet and Statement of Profit and Loss for the year ended March
31, 2015.
1. FINANCIAL RESULTS:
(Rs.in Lacs)
Particulars Standalone
2014-15 2013-14
Gross sales & services 3701.57 2886.71
Other Income 41.13 45.09
Profit / (Loss) Before Tax and
Exceptional Items (200.58) (390.57)
Provision for Taxation - -
MAT Credit - -
Provision for Deferred Tax - -
Exceptional Items (3.38) (8.13)
Profit/(Loss) After Tax (203.95) (398.70)
Profit brought forward from previous
year 317.34 716.04
Profit available for appropriation - -
Dividend-Proposed - -
Dividend tax on proposed dividend - -
Transfer to General reserve - -
Balance carried to Balance Sheet 90.56 317.34
2. OVERVIEW AND THE STATE OF COMPANY'S AFFAIR:
The Company's revenue during the year stood at Rs. 3701.57 lacs as
compared to previous year of Rs. 2886.71 lacs, there is increase in the
revenue by Rs. 814.86 lacs on account of increase in revenue from real
estate segment. The real estate revenue continue to grow in near future
as company is focusing in to enter into further lease agreements with
prospective clients. The Company's focus is to reduce further the
interest cost in near future.
3. CHANGE IN NATURE OF BUSINESS
During the Financial Year 2014-15, Company has not changed its nature
of business and has been continuing with the same line of business.
4. DIVIDEND:
No dividend has been recommended by the Board of Directors of the
Company for Financial Year 2014-15. However the register of members
and share transfer books will remain closed on September 10, 2015.
5. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES
Your Directors do not propose to transfer any amount to reserves as on
31st March, 2015.
6. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES
The Company has "Elpro Estates Limited" as a Subsidiary Company &
"Dabri Properties & Trading Co. Ltd" as an Associate Company as at the
end of financial year ended March 31, 2015. The audited financial
statements of subsidiary company and associate company are available
for inspection during business hours at the Registered Office of the
company. Any member, who is interested in obtaining a copy of audited
financial statement of subsidiary company, may write to the Company
Secretary at the Registered Office of the Company. The salient features
of performance of the Subsidiary and Associate Company as on March 31,
2015 in Form AOC- 1 is annexed herewith as 'Annexure I'.
During the financial year, no company became or ceased to be the
Subsidiary, Joint Venture or Associate Company.
7. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statement have been prepared in accordance
with the provisions of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, applicable Accounting Standards and the
provisions of the Listing Agreement with the stock exchange and forms
part of the Annual Report.
8. PUNE STOCK EXCHANGE LIMITED (PSE), PUNE
The Company is voluntarily delisted w.e.f. January 9, 2015 from PSE in
the year 2014-15 in accordance with the provisions of the Securities
and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009 for Voluntary Delisting of Shares from the Stock Exchanges and
SEBI circular CIR/MRD/DDS/18/ 2014 dated May 22, 2014.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Madhav Srinivasan, Director
of the Company, retires by rotation at the ensuing Annual General
Meeting and being eligible has offered himself for reÂappointment.
Ms. Samira Rathod, Independent Director of the Company resigned from
the Directorship on 14th November, 2014. The Board places on record its
deep appreciation for the valuable contribution made by her during her
tenure as Director of the Company.
Ms. Kalpana Unadkat is appointed as an Additional Director
(Independent) with effect from 27th March, 2015. As per the provisions
of the Companies Act 2013, Ms. Kalpana Unadkat holds office till the
ensuing Annual General Meeting and being eligible, offers herself for
appointment as Director. The Board recommends her appointment. The
Companies Act, 2013, provides for the appointment of independent
directors. Sub-section (10) of Section 149 of the Companies Act, 2013
provides that independent directors shall hold office for a term of up
to five consecutive years on the board of a company; and shall be
eligible for re-appointment on passing a special resolution by the
shareholders of the Company. Further, according to Sub-section (11) of
Section 149, no independent director shall be eligible for appointment
for more than two consecutive terms of five years. Sub-section (13)
states that the provisions of retirement by rotation as defined in
Sub-sections (6) and (7) of Section 152 of the Act shall not apply to
such independent directors. None of the independent directors will
retire at the ensuing Annual General Meeting.
Mr. Anil Kumar Poddar, a Director was duly appointed under the
Companies Act, 1956 as Director liable to retire by rotation. In the
opinion of the Board, he fulfills the conditions for his appointment as
an Independent Director as specified in the Companies Act, 2013, rules
and the Listing Agreement. The Company has received declaration from
him that he meets with the criteria of independence as prescribed both
under sub-section (6) of Section 149 of the Act and under Clause 49 of
the Listing Agreement.
In order to give effect to the aforesaid provisions of the Act, it is
proposed that Mr. Anil Kumar Poddar be appointed as an Independent
Directors under Section 149 of the Companies Act, 2013 read with the
amended clause 49 of the Listing Agreement, to hold office for a term
upto 31st March, 2019.
Notice pursuant to Section 160 of the Act have been received from the
respective appointee Directors proposing their
appointment/re-appointment and have been included as an item for each
director in the notice convening the ensuing Annual General Meeting.
Except the above, no other Director or Key Managerial Person had been
appointed, resigned or retired during the year.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provision of Section 134 of the Companies Act, 2013,
the Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards read with requirements set out under Schedule III to the Act,
have been followed along with proper explanation relating to material
transactions;
b) We have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the loss of the
Company for that period;
c) We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
d) We have prepared the annual accounts on a "going concern" basis.
e) We have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are
operating effectively; and
f) We have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
11. BOARD INDEPENDENCE
The following Non-Executive Directors are Independent Directors in
terms of Clause 49 of the Listing Agreement and Section 149(6) of the
Companies Act, 2013:
1. Mr. Narayan T. Atal
2. Mr. Ashok Kumar Jain
3. Mr. Anil Kumar Poddar
4. Ms. Kalpana Unadkat
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
12. BOARD EVALUATION
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the nonÂexecutive
directors and executive directors.
On the basis of the Policy for performance evaluation of Independent
Directors, Board, Committees and other individual Directors, a process
of evaluation was followed by the Board for its own performance and
that of its Committees and individual Directors.
A separate meeting of independent Directors, performance of
non-independent directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors.
The Board approved the evaluation results as collated by the nomination
and remuneration committee.
13. FAMILIARIZATION PROGRAMMES
Independent Directors, on their appointment, are issued a Letter of
Appointment setting out in details the terms of appointment, duties,
responsibilities and expected time commitments. Also organize the
interactive sessions with the member of Senior Management of the
Company. The details of programmes for familiarization of Independent
Directors with the Company, their roles, rights, responsibilities in
the Company are put up on the website of the Company. Weblink for the
same is http://www.elpro.co.in/Investor-relations.php
14. BOARD COMMITTEES
During the year, in accordance with the Companies Act, 2013 & Clause 49
of Listing Agreement, the Board re- constituted some of its Committees.
There are currently following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. CSR Committee
Details of all the Committees along with their charters, composition and
meetings held during the year are provided in the "Corporate Governance
Report", a part of this Annual Report.
15. MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance of this
Annual Report. The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013.
16. PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, disclosures pertaining to
remuneration and other details are appended as "Annexure  II" to the
Directors' Report.
None of the employees of the Company employed throughout the year were
in receipt of remuneration in excess of the limits set out in the said
rules.
17. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and
Independent Directors to maintain the independence of the Board, and
separate its functions of governance and management. As on March 31,
2015, the Board consists of 7 members, two of whom are executive, one
is non-executive promoter director and four are independent directors.
The Board periodically evaluates the need for change in its composition
and size. The policy of the Company on directors' appointment and
remuneration, including criteria for determining qualifications,
positive attributes, independence of a director and other matters
provided under Sub-section (3) of Section 178 of the Companies Act,
2013, adopted by the Board on the recommendation of the Nomination and
Remuneration Committee is attached herewith as 'Annexure III'. We
affirm that the remuneration paid to the directors is as per the terms
laid out in the nomination and remuneration policy of the Company.
18. FIXED DEPOSITS / PUBLIC DEPOSITS
The Company has not accepted any fixed deposits or public deposits
covered under chapter V of the Companies Act, 2013.
19. INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
20. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations.
21. AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS
At the Annual General Meeting held on September 29, 2014, M/s. Todarwal
& Todarwal, Chartered Accountants ((ICAI Firm Registration No.
111009W), were appointed as statutory auditors of the Company to hold
office till the conclusion of the Annual General Meeting to be held in
the calendar year 2019. In terms of the first proviso to Section 139 of
the Companies Act, 2013, the appointment of the auditors shall be
placed for ratification at every Annual General Meeting. Accordingly,
the appointment of M/s. Todarwal & Todarwal, Chartered Accountants, as
statutory auditors of the Company, is placed for ratification by the
shareholders. In this regard, the Company has received a certificate
from the auditors to the effect that if they are reappointed, it would
be in accordance with the provisions of Section 141 of the Companies
Act, 2013.
There are no qualifications or reservation made by M/s. Todarwal &
Todarwal, Statutory Auditors, in their report for the financial year
2014-15.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and Rules
thereunder, the Secretarial Audit for the financial year 2014-15 was
conducted by M/s. Jayshree A. Lalpuria & Co., Practising Company
Secretary and their Secretarial Audit Report for the financial year
ended March 31, 2015 is annexed herewith marked as "Annexure IV" to
this Report.
There are no qualifications or reservation made by M/s. Jayshree A.
Lalpuria & Co., Secretarial Auditors, in their report for the financial
year 2014-15.
INTERNAL AUDITOR
The Company has appointed Internal Auditor. The scope and authority of
the Internal Auditor is as per the terms of reference approved by the
Audit Committee. To maintain its objectivity and independence, the
Internal Audit reports to the Chairman of the Audit Committee of the
Board & to the Chairman & Managing Director.
The Internal Auditor monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with
operating systems accounting procedures and policies of the Company.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
issued by the regulatory bodies.
22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of investments made, loans given and guarantees given are
provided in the standalone financial statement. The purpose the loan
given is as per JDA Agreement with Subsidiary Company, guarantee is
given to the Public Charitable Trust and investments made by the
Company are on long term basis. There are no securities provided by the
Company. (Please refer to Note 13, 14 and 2(q) to the standalone
financial statement).
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF COMPANIES ACT, 2013
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of Companies Act, 2013, as prescribed in
Form AOC  2, is appended as "Annexure  V".
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link
http://www.elpro.co.in/Investor-relations.php
24. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
The equity shares of the Company of face value of Rs. 10/- (Rupees Ten
only) each, have been sub-divided into 5 (Five) Equity Shares of Rs. 2/-
(Rupees Two Only) each through Postal Ballot vide notice dated 30th
March, 2015, the results of which were declared on 15th May, 2015 and
subsequently the Clause V of the Memorandum of Association had been
altered to give effect to the aforesaid sub-division.
At the meeting held on 28th May, 2015, the Board of Directors
recommended issue of equity bonus share in the ratio of 2:1 subject to
the approval of shareholders. It is proposed to increase Authorised
Share Capital of the Company from Rs. 10,00,00,000/- (Rupees Ten Crores
Only) to Rs. 20,00,00,000/- (Rupees Twenty Crores Only) by creation and
addition of 5,00,00,000 (Five Crores) Equity Shares of Rs. 2/- (Rupees
Two Only) each and subsequently alter the Clause V of the Memorandum of
Association of the Company, through Postal Ballot, vide notice dated
20th July, 2015, the result for which shall be declared on 27th August,
2015. There is no other occurrence of material change and commitment
made between the end of the financial year and date of this report
which has affected the financial position of the company.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism / whistle blower policy
for Directors and employees to report their genuine concerns. The
whistle blower policy is also uploaded on company's website.
26. RISK MANAGEMENT FRAMEWORK
The company has in place a mechanism to identify, assess, monitor and
mitigate various risks to the Company. The Company has also formulated
a Risk Management policy.
27. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return in the prescribed format is appended as
"Annexure  VI" to the Board's report.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: a) Conservation of
Energy
i) Steps taken for energy conservation, inter alia, include the
following:
- Improvement in energy efficiency by replacement of CFL to LED lights
in offices
- Operational control of HVAC system (air conditioning) in winding
premises
- Compressed air pressure reduction in non-use time
- Closing of unwanted opening from air conditioned premises reducing
cooling loss
- Access control on air conditioning. Installation of remote control
switch in office optimising operating temperature
ii) Steps taken by the Company for utilizing alternate sources of
energy:
- Electric water heater being replaced with solar water heater
- Open the blinds/curtains in offices to use natural lights iii)
Capital investment on energy conservation equipments:
- Proposal for Solar Energy generation by installation of fixed tilt
Solar rooftop Photovoltaic System is being under consideration.
b) Technology Absorption:
Not Applicable.
c) Expenditure incurred on Research and Development: NIL
29. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earning and outgo in foreign exchange during the year under review were
Rs. 204.18 lacs and Rs. 86.09 Lacs as against Rs. 97.12 lacs and Rs. 19.04 lacs
respectively in the previous year.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
31. SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company is committed to providing work environment that ensures
every employee is treated with dignity and respect and afforded
equitable treatment. The Company is also committed to creating a
healthy working environment that enables employee to work without fear
of prejudice, gender bias and sexual harassment. A policy on Anti
Sexual Harassment of employees at workplace or other places involving
employees of the Company has been adopted during the financial year
2014-15. Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment.
During the financial year 2014-15 there were no cases reported under
Sexual Harassment of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
32. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility and Governance Committee (CSR&G
Committee) has formulated and recommended to the Board, a Corporate
Social Responsibility Policy (CSR Policy) indicating the activities to
be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Company's website. The contents
of the policy along with the annexure specified in Rule 8 of the
Companies (Corporate Social Responsibility) Rules, 2014 is annexed
herewith as 'Annexure VII'.
33. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally. The report on Corporate
Governance as stipulated under the Listing Agreement forms an integral
part of this Report. The requisite certificate from the Auditors of the
Company confirming compliance with the conditions of corporate
governance is attached to the report on Corporate Governance.
34. MANAGEMENT DISCUSSION AND ANALYSIS:
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
35. INDUSTRIAL RELATIONS:
Employee relations were by and large satisfactory. No man days were
lost due to strikes and lock out and the like.
36. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their sincere appreciation for
the assistance and support extended by Customers, Employees, Banks,
Governments, Vendors, Shareholders and others associated with the
activities of the Company and look forward to their continued support.
For and on behalf of the Board of Directors
Elpro International Limited
Sd/-
Place : Mumbai Ram Swarup Dabriwala
Date : August 12, 2015
Chairman & Managing Director
Mar 31, 2014
Dear Shareholders,
The Directors present the 51st Annual Report along with the audited
Balance-Sheet and Statement of Profit and Loss for the year ended March
31, 2014.
1. Financial Results:
Particulars (Rs. in Lacs)
Year ended Year ended
March 31, 2014 March 31, 2013
Gross sales & services 2886.71 3451.50
Other Income 38.55 51.18
Profit / (Loss) Before Tax
and Exceptional Items (390.56) 368.71
Provision for Taxation - -
MAT Credit - -
Provision for Deferred Tax - -
Exceptional Items (8.13) 299.99
Profit/(Loss) After Tax (398.70) 668.70
Profit brought forward
from previous year 716.04 47.34
Profit available for
appropriation - -
Dividend-Proposed - -
Dividend tax on proposed
dividend - -
Transfer to General reserve - -
Balance carried to Balance Sheet 317.34 716.04
2. Operations:
The Company''s revenue during the year stood at Rs. 2886.71 lacs as
compared to previous year of Rs. 3451.50, there is decrease in the
revenue by Rs. 564.79 lacs on account of decrease in revenue from real
estate sector as the demand in the real estate sector was sluggish
through out FY 2013-2014. The Company''s focus is to reduce further the
interest cost in near future.
3. Dividend:
Due to loss during the year under review, your Directors do not
recommended any dividend.
4. Subsidiary & Consolidated Financial Statement:
The accounts, report of the directors, auditors report and other
statement(s) as set out in section 212 of the Companies Act, 1956, in
respect of the Company''s subsidiary namely Elpro Estates Limited are
not attached pursuant to the general exemption granted by the Central
Government pursuant to general circular No. 2/2011 dated February,
2011. The particulars of performance of the subsidiary for and its
financial positions as on March 31, 2014 is given in consolidated
Balance Sheet as required in terms of the said general exemption. The
members are informed that annual accounts of the said subsidiary and
the related detailed information will be made available on request. The
accounts of the said subsidiary are also open for inspection by the
members at the registered office of the Company
5. Directors:
In accordance with Articles of Association of the Company, Mr. Surbhit
Dabriwala retire by rotation as Directors at the ensuing Annual General
Meeting and are eligible for re-appointment.
6. Auditors:
The Auditors M/s. Todarwal & Todarwal, Chartered Accountants, retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. The Audit Committee of the Board recommends the
re-appointment of M/s. Todarwal & Todarwal, as auditors for a further
period of Five years subject to ratification by members at every Annual
General Meeting.
7. Particulars of Employees:
None of the employees of the Company employed throughout the year were
in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs.
5,00,000/- or more per month.
8. Conservation of Energy, Technology Absorption:
a) Conservation of Energy
During the year under review, the energy consumption was 631615
(including 6811 KWH own generation through DG) KWH in units as against
467325 (including 5816 own generation through DG) KWH in the previous
year. Steps taken for energy conservation, inter alia, include the
following:
Maintaining the power factor to unity in spite of variable load.
b) Technology Absorption:
Not Applicable.
9. Foreign Exchange Earnings and Outgo:
Earning and outgo in foreign exchange during the year under review were
Rs. 157 lacs and Rs. 19.04 Lacs as against Rs. 161.06 lacs and Rs.
13.06 lacs respectively in the previous year.
10. Directors Responsibility Statement:
As required under Section 217(2AA) of the Companies Act, 1956, it is
hereby stated that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material transactions;
b) we have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
d) We have prepared the annual accounts on a going concern basis.
11. Corporate Governance:
In terms of Clause 49 of the Listing agreement, a separate report on
Corporate Governance along with the auditors'' statement thereon is
attached elsewhere in the Annual Report.
12. Management Discussion and Analysis:
The Annual Report also contains a separate section on the Management
Discussion and Analysis, which is a part of the Director''s Report.
13. Industrial relations:
Employee relations were by and large satisfactory. No man days were
lost due to strikes and lock out and the like.
14. Acknowledgements:
Your Directors wish to place on record their sincere appreciation for
the assistance and support extended by Customers, Employees, Banks,
Governments, Vendors, Shareholders and others associated with the
activities of the Company and look forward to their continued support.
For and on behalf of the Board of Directors
Place: Mumbai Ram Swarup Dabriwala
Date : 28 May 2014 Chairman & Managing Director
Mar 31, 2013
Dear Shareholders,
The Directors present the so"1 Annual Report together with the audited
balance-sheet and the profit and loss account for the year ended March
31,2013.
1. Financial Results
Particulars Qt in Lacs)
Year ended Year ended
31.03.2013 31.03,2012
Gross sales & services 3451 3189
Other Income 51 76
Profit / (Loss) Before Tax and
Exceptional Items 369 (318)
Provision for Taxation -- --
MAT Credit -- --
Provision for Deferred Tax -- --
Exceptional Items ... 299 (115)
Profit loss) After Tax 668 (203)
Profit brought forward from previous year 48 251
Profit available for appropriation -- --
Dividend-Proposed -- --
Dividend tax on proposed dividend -- --
Transfer to General reserve -- --
Balance carried to Balance Sheet 716 48
2. Operations:
The Company revenue during the year stood at Rs. 3451 Lacs, there is
increase in revenue by 8% on account of better performance in company''s
real estate sales and services in the excess space which company
possess in Chinchwadgaon, Pune which compensated for the tepid outlook
for the electrical equipment manufacturing business which is your
company''s core activity. During the year company has been able to
achieve positive bottom line as compared to loss in the previous year
on account of decrease in interest cost. The company''s focus is to
reduce further the interest cost in near future
3. Dividend:
Due to insufficient general reserve during the year under review, your
directors do not recommended any dividend.
4. Subsidiary & Consolidated Financial Statement:
The accounts,- report of the directors and-auditors and other
statemerrt(s) as set out in section 212 of the Companies Act, 1956, in
respect of the company''s subsidiary namely Bpro Estates Limited
(Formerly known as Trump Properties Limited) are not attached pursuant
to the general exemption granted by the Central Government pursuant to
general circular No. 2/2011 dated February, 2011.The particulars of
performance of the subsidiary for and its financial positions as on
March 31,2013 is given in consolidated Balance Sheet as required in
terms of the said general exemption. The members are informed that
annual accounts of the said subsidiary and the related detailed
information will be made available on request. The accounts of the said
subsidiary are also open for inspection by the members at the
registered office of the company.
5. Directors:
In accordance with Articles of Association of the Company, Mr. Surbhit
Dabriwala, Mr. Narayan T Atal, Mr. Anil Kumar Poddar & Mr. Ashok Jain
retire by rotation as Directors at the ensuing Annual General Meeting
and are eligible for re-appointment.
6. Auditors
- The auditors M/s. Todarwal & Todarwal, Chartered Accountants, retire
at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. The Audit Committee of the Board
recommends the re-appointment of M/s. Todarwal & Todarwal, as auditors
for a further period of one year.
7. Personnel:
None of the employees of the Company employed throughout the year were
In receipt of remuneration of Rs.24,00,000/- or more per annum or
employed for part of the year were in receipt of RS.2,00,000/- or more
. per month.
8. Conservation of Energy, Technology Absorption:
a) Conservation of Energy
During the year under review, the energy consumption was 467325
(including 5816 own generation through DG) KWH in units as against
545569 (including 10423 own generation through DG) KWH in the previous
year. Steps taken for energy conservation, inter alia, include the
following: Maintaining the power factor to unity in spite of variable
load.
b) Technology Absorption: Not Applicable.
9. Foreign Exchange Earnings arid Outgo:
Earning and outgo in foreign exchange during the year under review were
Rs. 161.06 Lacs and Rs. 13.06 Lacs as against f 149.565 Lacs and f 33.19
Lacs respectively iri''the previous year.
10. SHARE CAPITAL
The Board, post shareholders'' and other regulatory approval, has
allotted 40,00,000 {forty lakhs in number) 12% cumulative redeemable
preference shares of face value of Rs. 10 each at a premium of Rs. 190/-
per share, redeemable within 15 years. The said preference shares
allotted to promoter group entities by way of preferential allotment.
11. Directors Responsibility Statement:
As required under Section 217(2AA) of the Companies Act, 1956, it is
hereby stated that:
a) in the preparation of the annual accounts, Hie applicable accounting
standards had been followed along with proper explanation relating to
material transactions;
b) we have selected such accounting policies and applied them
consistently and made Judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance w|th the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
d) We have prepared the annual accounts on a going concern basis.
12. Code of Corporate Governance:
In terms of clause 49 of the Listing agreement with Stock Exchanges, a
separate report on Corporate Governance along with the auditors1
statement thereon is attached hereto.
13. Management Discussion and Analysis:
Tlie Annua! Report also contains a separate section on the" Management
Discussion and Analysis, which is a part of the Director''s Report.
14. Industrial relations:
Employee relations were by and large satisfactory. No man days were
lost due to strike, lock out etc.
15. Acknowledgements:
Your Directors wish to place on record their sincere appreciation for
the assistance and support extended by Customers, Employees, Banks,
Governments, Vendors, Shareholders and others associated with the j
activities of the Company and look forward to their continued support.
For and On behalf of the Board of Directors
Place: Mumbai R. S. Dabriwala
Dated: 30 May 2013 Chairman
Mar 31, 2012
The Directors present the 49th Annual Report together with the audited
balance-sheet and the profit and loss account for the year ended March
31, 2012.
1. Financial Results
Particulars (Rs. in Lacs)
Year ended Year ended
31.03.2012 31.03.2011
Gross sales & services 3189 3506
Other Income 76 763
Profit / (Loss) Before Tax and
Exceptional Items (318) 730
Provision for Taxation à 6
MAT Credit à 6
Provision for Deferred Tax à Ã
Exceptional Items ; 115 (200)
Profit/(Loss) After Tax (203) 530
Profit brought forward from previous year 251 (279)
Profit available for appropriation à 251
Dividend-Proposed à Ã
Dividend tax on proposed dividend à Ã
Transfer to General reserve à Ã
Balance carried to Balance Sheet 48 251
2. Operations: :
The Company revenue during the year stood at Rs. 3189 Lacs, there is
decrease in revenue due to sluggish demand of real estate throughout
the year resulted into less number of booking of new flats as compared
to previous year and further in the core manufacturing activities there
was less export order for supply of manufactured goods resulted into
margin pressure and lowered sale.
3. Dividend:
Due to loss during the year under review, your Directors do not
recommended any dividend.
4. Subsidiary & Consolidated Financial Statement: .
The accounts, report of. the directors and auditors and other
statement(s) as set out in section 212 of the Companies Act, 1956, in
respect of the company's subsidiary namely Elpro Estates Limited
(Formerly known as Trump Properties Limited) are not attached pursuant
to the general exemption granted by the Central Government pursuant to
general circular No. 2/2011 dated February, 2011. The particulars of
performance of the subsidiary for and its financial positions as on
March 31, 2012 is given in consolidated Balance Sheet as required in
terms of the said general exemption. The members are informed that
annual accounts of the said subsidiary and the related detailed
information will be made available on request. The accounts of the said
subsidiary are also open for inspection by the members at the
registered office of the company.
5. Directors:
In accordance with Articles of Association of the Company, Mr.
R.K.Dabriwaia, Mr. Narayan T Atal, Mr. Ramswaroop Dabriwaia & Mr. Ashok
Jain retire by rotation as Directors at the ensuing Annual General
Meeting and are eligible for re-appointment.
6. Auditors: ,
The auditors M/s. Todarwal & Todarwal, Chartered Accountants, retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment.The Audit Committee of the Board recommends the
re-appointment of M/s. Todarwal & Todarwal, as auditors for a further
period of one year. :
7. Compliance Certificate under section 383A of the Companies Act,
1956 & rule 3 of the (Compliance Certificate) Rules, 2001 is annexed to
this report.
8. Personnel: :
None of the employees of the Company employed throughout the year were
in receipt of remuneration of Rs.24,00,000/- or more per annum or
employed for part of the year were in receipt of f2,00,000/- or more
per, month.
9. Conservation of Energy, Technology Absorption:
a) Conservation of Energy ;
During the year under review, the energy consumption was 545569
(including 10423 own generation through DG) KWH in units as against
537055 (including 5733 own generation through DG) KWH in the , previous
year. Steps taken for energy conservation, inter alia, include the
following:
Maintaining the power factor to unity in spite of variable load.
b) Technology Absorption:
Not Applicable.
10. Foreign Exchange Earnings and Outgo:
Earning and outgo in foreign exchange during the year under review were
Rs. 149.56 Lacs and Rs. 33.19 Lacs as against Rs. 186.65 Lacs and Rs.
52.27 Lacs respectively in the previous year.
11. Directors Responsibility Statement: ;
As required under Section 217(2AA) of the Companies Act, 1956, it is
hereby stated that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material transactions;
b) we have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; and
d) We have prepared the annual accounts on a going concern basis.
12. Code of Corporate Governance: ;
In terms of clause 49 of the Listing agreement with Stock Exchanges, a
separate report on Corporate Governance along with the
auditors' statement thereon is attached hereto.
13. Management Discussion and Analysis:
The Annual Report also contains a separate section on the Management
Discussion and Analysis, which is a part of the Director's Report. ;
14. Industrial relations:
Employee relations were by and large satisfactory. No man days were
lost due to strike, lock out etc.
15. Acknowledgements: ;
Your Directors wish to place on record their sincere appreciation for
the assistance and support extended by Customers, Employees, Banks,
Governments, Vendors, Shareholders and others associated with the
activities of the Company and look forward to their continued support.
For and on behalf of the Board of Directors
Place: Kolkata
R.K.Dabriwala
Date : 30th May, 2012 Chairman
Mar 31, 2011
The Directors present the 48th Annual Report together with the audited
balance-sheet and profit and loss account for the year ended March 31,
2011.
1. Financial Results
Particulars (Rs. in Lacs)
Year ended Year ended
31.03.2011 31.03.2010
Gross sales & services 3,506 2,923
Other Income 763 74
Profit / (Loss) Before Tax and
Exceptional Items 730 (862)
Provision for Taxation 6 64
MAT Credit 6 -
Provision for Deferred Tax - -
Exceptional Items (200) -
Profit/(Loss) After Tax 530 (926)
Profit brought forward from
previous year (279) (1,653)
Profit available for appropriation 251 (2,579)
Dividend-Proposed - -
Dividend tax on proposed dividend - -
Transfer to General reserve - -
Balance carried to Balance Sheet 251 (2,579)
2. Operations:
The top-line during the year stood at Rs.3506 Lacs, there is an
increase of 20% compared to previous year. The increase in top line
was on account of recognition of revenue from real estate activities
and other income.
3. Dividend:
Due to accumulated losses in past years, your Directors do not
recommended any dividend.
4. Subsidiary & Consolidated Financial Statement:
The Consolidated Financial Statement and report thereon prepared with
subsidiary Elpro Estates Limited and associates Dabri Properties and
Trading Company Limited forms part of the Financial Statement.
5. Directors:
In accordance with Articles of Association of the Company, Mr.
R.K.Dabriwala, Mr. Narayan T Atal Mr. Ashok Jain. Surbhit Dabriwala and
Anil Poddar retire by rotation as Directors at the ensuing Annual
General Meeting and are eligible for re-appointment.
6. Auditors:
The auditors M/s. Todarwal & Todarwal, Chartered Accountants, retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. The Audit Committee of the Board recommends the
re-appointment of M/s. Todarwal & Todarwal, as auditors for a further
period of one year.
7. Personnel:
None of the employees of the Company employed throughout the year were
in receipt of remuneration of Rs. 24,00,000/- or more per annum or
employed for part of the year were in receipt of RS. 2,00,000/- or more
per month.
8. Conservation of Energy, Technology Absorption:
a) Conservation of Energy
During the year under review, the energy consumption was 537055
(including 5733 own generation through DG) KWH in units as against
93934 (including 7810 own generation through DG) KWH in the previous
year. Steps taken for energy conservation, inter alia, include the
following:
Maintaining the power factor to unity in spite of variable load.
b) Technology Absorption:
Not Applicable.
9. Foreign Exchange Earnings and Outgo:
Earning and outgo in foreign exchange during the year under review were
Rs.186.65 lacs and Rs. 52.27 Lacs as against Rs. 154.94 Lacs and Rs.
34.90 Lacs respectively in the previous year.
10. Directors Responsibility Statement:
As required under Section 217(2AA) of the Companies Act, 1956, it is
hereby stated that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) we have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
d) We have prepared the annual accounts on a going concern basis.
11. Code of Corporate Governance:
In terms of clause 49 of the Listing agreement with Stock Exchanges, a
separate report on Corporate Governance along with the auditors
statement thereon is attached hereto.
12. Management Discussion and Analysis:
The Annual Report also contains a separate section on the Management
Discussion and Analysis, which is a part of the Directors Report.
13. Industrial relations:
Employee relations were by and large satisfactory. No man days were
lost due to strike, lock out etc.
14. Acknowledgements:
Your Directors wish to place on record their sincere appreciation for
the assistance and support extended by Customers, Employees, Banks,
Governments, Vendors, Shareholders and others associated with the
activities of the Company and look forward to their continued support.
For and on behalf of the Board of Directors
R.K.Dabriwala
Chairman
Place : Kolkata
Date : 30th May, 2011
Mar 31, 2010
The Directors present the 47th Annual Report together with the audited
balance-sheet and profit and loss account for the year ended March 31,
2010.
1. Financial Results
Particulars (Rs. in Lacs)
Year ended Year ended
31.03.2010 31.03.2009
Gross sales & services 2923 1303
Other Income 74 68
Profit / (Loss) Before Tax
and Exceptional Items (862) (1469)
Provision for Taxation 64 -
MAT Credit - 4
Provision for Deferred Tax - -
Fringe Benefit Tax
Exceptional Items - 3
Reversal of provision for
diminution in value of investments - (1192)
Provision for diminution in
value of investments -
Prof it/(Loss) After Tax (926) (284)
Profit brought forward from previous year (1653) (1369)
Profit available for appropriation (2579) (1653)
Dividend-Proposed - -
Dividend tax on proposed dividend - -
Transfer to General reserve - -
, Balance carried to Balance Sheet (2579) (1654)
2. Operations:
The top-line during the year stood at Rs.2923 Lacs which is more than
double as compared to Rs.1303 Lacs in the previous year The increase in
top line was on account of recognition of revenue from real estate
activities from March Quarter this year.
3. Dividend:
Due to loss in current year, your Directors have not recommended any
dividend.
4. Subsidiary & Consolidated Financial Statement:
The Consolidated Financial Statement and report thereon prepared with
subsidiary Elpro Estates Limited and associates Dabri Properties and
Trading Company Limited forms part of the Financial Statement.
5. Directors:
In accordance with Articles of Association of the Company, Mr. Surbhit
Dabriwala, Mr. Anil Poddar, Mr. Sharat Anand & Mr. R.K.Choudhury.
retire by rotation as Directors at the ensuing Annual General Meeting
and are eligible for re-appointment.
6. Auditors:
M/s. Price Waterhouse, Chartered Accountants, retiring auditors have
communicated their unwillingness to seek reappointment, And as
recommended by the Audit Committee of the company in their meeting, M/s
Todarwal & Todarwal, Chartered Accountants is proposed to be appointed
as the Statutory Auditors of the company
7. Personnel:
None of the employees of the Company employed throughout the year were
in receipt of remuneration of Rs.24,00,000/- or more per annum or
employed for part of the year were in receipt of RS.2,00,000/- or more
per month.
8. Conservation of Energy, Technology Absorption:
a) Conservation of Energy
During the year under review, the energy consumption was 93934
(including 7810 own generation through DG) KWH in units as against
422160 (including 14112 own generation through DG) KWH in the previous
year. Steps taken for energy conservation, inter alia, include the
following:
Maintaining the power factor to unity in spite of variable load.
b) Technology Absorption: Not Applicable.
9. Foreign Exchange Earnings and Outgo:
- Earning and outgo in foreign exchange during the year under review
were Rs.154.94Lacs and Rs.34.90 Lacs as against Rs.266.09 Lacs and
Rs.4.39 Lacs respectively in the previous year.
10. Directors Responsibility Statement:
As required under Section 217(2AA) of the Companies Act, 1956, it is
hereby stated that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) we have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
d) We have prepared the annual accounts on a going concern basis.
11. Code of Corporate Governance:
In terms of clause 49 of the Listing agreement with Stock Exchanges, a
separate report on Corporate Governance along with the auditors
statement thereon is attached hereto.
12. Management Discussion and Analysis:
The Annual Report also contains a separate section on the Management
Discussion and Analysis, which is a part of the Directors Report.
13. Industrial relations:
Employee relations were by and large satisfactory. No man days were
lost due to strike, lock out etc.
14. Acknowledgements:
Your Directors wish to place on record their sincere appreciation for
the assistance and support extended by Customers, Employees, Banks,
Governments, Vendors, Shareholders and others associated with the
activities of the Company and look forward to their continued support.
For and on behalf of the Board of Directors
Place: Mumbai R. K. Dabriwala
Date : 28th August, 2010 Chairman
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