Mar 31, 2025
Your Directors are pleased to present the 33rd Annual Report on the business and affairs of Ekansh Concepts Limited (the âCompanyâ)
along with the Audited Financial Statements for the year ended on March 31, 2025 and other accompanying reports, notes and certificates.
The Company has adopted Accounting Standards (âInd ASâ) notified by the Companies (Indian Accounting Standards) Rules, 2015,
accordingly the Financial Statements for the current financial year 2024-25 have been prepared as per Ind AS reporting framework.
The table below gives the financial highlights of the Company for the year ended March 31, 2025 on standalone & consolidated basis
compared to the previous financial Year.
Financial Hiahliahts of the Company (Rs. In Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
|
Total Income |
4626.60 |
5109.55 |
4626.60 |
5109.55 |
|
Total Expenditure |
4382.27 |
5408.62 |
4382.27 |
5413.39 |
|
Profit Before Tax |
244.33 |
(299.07) |
244.33 |
(303.84) |
|
Tax Expense |
55.72 |
27.54 |
55.72 |
27.45 |
|
Profit After Tax |
188.61 |
(326.61) |
188.61 |
(331.29) |
|
Share of profit from Joint Venture |
- |
- |
3.17 |
1.54 |
|
Net Profit |
188.61 |
(326.61) |
191.78 |
(329.75) |
|
Add: Other Comprehensive income (net of tax) Items |
2.50 |
2.31 |
2.50 |
2.31 |
|
Tax effect on above |
(0.63) |
(0.58) |
(0.63) |
(0.58) |
|
Re - measurement of investment in equity |
48.48 |
1304.30 |
48.48 |
1304.30 |
|
Total Comprehensive Income |
238.96 |
979.42 |
242.13 |
976.28 |
On Consolidated basis, the total income of the Company for the Year under review is Rs. 4626.60 Lakhs as compared to Rs. 5109.55 Lakhs
in the previous year. Net Profit after Tax stood at Rs. 188.61 Lakhs as compared to Net Profit of Rs. (331.29) Lakhs in the previous year. On
Standalone basis, the total income of the Company for the Year under Review is Rs. 4626.60 Lakhs as compared to Rs. 5109.55 Lakhs in
the previous year. Net Profit after Tax stood at Rs. 188.61 Lakhs as compared to Net Profit of Rs. (326.61) Lakhs in the previous year.
No amount is apportioned from Profit and Loss Account and transferred to any Reserve Account in the Financial Year 2024-25.
The Board of Directors, after considering the relevant circumstances, has decided that it would be prudent, not to recommend any
dividend for the financial year ended March 31, 2025.
The paid-up Equity Share Capital as on 31st March, 2025 was Rs. 15,12,76,000/-. During the year under review, the Company has not
issued any shares.
Event based Disclosure:
During the year under review, the Company has not taken up any of the following activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee''s stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
The Company does not have any subsidiary or associate as on 31st March 2025.
However, the Company has one Joint Venture, namely: Ekansh Concepts Limited - JV Futuristic Transindia Development Pvt. Ltd.,
which was associated/acquired on 11th July 2022.
As on March 31, 2025, the Board of Directors comprised of 6 (Six) Directors, 4 (Four) are Non-executive Independent Directors
(including a Women Director) and 2 (Two) are Executive Directors including 1(One) Managing Director & 1(One) Whole Time Director.
The composition of the Board is in conformity with the provisions of the Act and Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).
All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of âIndependence''
as stipulated under the Act and the Listing Regulations.
MEETING OF BOARD OF DIRECTORS
During the year under review, 4 (Four) Board Meetings were held. The details of composition of the Board, meetings of the Board
held and attendance of the Directors at such meetings which are given in the Corporate Governance report, which forms part of
this Report.
BOARD OF DIRECTORS
The details of Board of Directors of the Company as on date of Report are as follows:
|
SR. |
Name of the |
DIN |
Nature of |
|
NO. |
Director |
Directorship |
|
|
1. |
Mr. Sandeep Shyamsunder |
03053339 |
Managing Director |
|
2. |
Mr. Heeralal Agarwal |
10269844 |
Whole time Director |
|
3. |
Mr. Sundarlal Sanwarmal Bagaria |
07269962 |
Non-Executive Independent Director |
|
4. |
Mrs. Ekta Gupta |
08353871 |
Non-Executive Independent Director |
|
5. |
Mr. Shivratan Krishnakumar Agarwal |
03496765 |
Non-Executive Independent Director |
|
6. |
Mrs. Pinki Kedia |
08455451 |
Non-Executive Independent Director |
Note:
1. Mr. Surendra Kumar Kulhari (DIN: 00727964), Director of the Company has resigned as Director of the Company with effect from
October 16, 2024.
2. Mr. Deepak Ranjan Nayak (DIN: 08406471), Director of the Company has resigned as Director of the Company with effect from
October 31, 2024.
3. Mr. Sandeep Shyamsunder Mandawewala (DIN: 03053339) was appointed as an Additional (Executive) Director of the Company
with effect from November 14, 2024.
4. Subsequently, the Board of Directors, at its meeting held on January 13, 2025, approved the change in designation of
Mr. Sandeep Mandawewala to Managing Director, subject to the approval of the members.
5. The said appointment and change in designation were regularised and approved by the shareholders through postal ballot on
February 14, 2025.
6. Mrs. Pinki Kedia (DIN: 08455451) was appointed as an Additional (Non-Executive) Independent Director of the Company with
effect from January 13, 2025. Her appointment was subsequently regularised and approved by the shareholders through postal
ballot on February 14, 2025, for a term of 5 years.
7. Mr. Heeralal Agarwal (DIN: 10269844), resigned from the position of Chief Financial Officer of the Company with effect from May
06, 2025. However, he continues to act as the Whole Time Director of the Company.
RETIREMENT BY ROTATION
Pursuant to Section 149, 152 and other applicable provisions of the Act and the Articles of Association of the Company, Mr. Sandeep
Shyamsunder Mandawewala (DIN: 03053339), is liable to retire by rotation and being eligible offers himself for re-appointment. As
the reappointment of Director is appropriate and in the best interest of the Company, the Board recommends the re-appointment
of the Director for your approval.
The abovenamed Directors have submitted Form DIR-8, pursuant to Section 164 of the Companies Act, 2013 & Rule 14(1) of the
Companies (Appointment & Qualification of Directors) Rules, 2014, along with their consent in Form DIR-2 pursuant to Section 152 of
the Companies Act, 2013 & Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Necessary Resolutions for the appointment / re-appointment / re-designation of the above named Directors have been included
in the Notice convening the ensuing 33rd Annual General Meeting and details of the proposed appointees, as required pursuant to
Regulation 36 of SEBI (LODR) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2 (SS-2), are given in the Appendix to the
Explanatory Statement annexed to the said Notice.
KEY MANAGERIAL PERSONNEL (KMPâS) OF THE COMPANY
Key Managerial Personnel of the Company are as follows:
|
Mr. Sandeep Shyamsunder Mandawewala* |
Managing Director |
|
Mr. Heeralal Agarwal** |
Whole time Director |
|
Mr. Mahesh Kumar Birla*** |
Chief Financial Officer |
|
Mrs. Mamta Jain**** |
Company Secretary and Compliance Officer |
|
Mr. Hanuman Patel***** |
Company Secretary and Compliance Officer |
* Mr. Sandeep Shyamsunder Mandawewala (DIN: 03053339) was appointed as an Additional (Executive) Director of the Company
with effect from November 14, 2024.
Subsequently, the Board of Directors, at its meeting held on January 13, 2025, approved the change in designation of Mr. Mandawewala
to Managing Director, subject to the approval of the members.
The said appointment and change in designation were regularised and approved by the shareholders through postal ballot on
February 14, 2025.
** Mr. Heeralal Agarwal (DIN: 10269844), resigned from the position of Chief Financial Officer of the Company with effect from May
06, 2025.
However, he continues to act as the Whole time Director of the Company.
*** Mr. Mahesh Kumar Birla appointed as Chief Financial Officer of the company with effect from May 07, 2025.
**** Mrs. Mamta Jain resigned as Company Secretary and Compliance Officer of the Company w.e.f. July 23, 2025.
***** Mr. Hanuman Patel appointed as Chief Financial Officer of the company with effect from Aug 12, 2025.
APPOINTMENT AND RESIGNATION OF COMPANY SECRETARY
Mrs. Mamta Jain resigned from the position of Company Secretary and Compliance officer with effect from July 23, 2025. Your
Company has intimated about the above change to the Stock Exchange(s) where the securities of Company are listed i.e. BSE
Limited. The necessary Form DIRâ12 for the change of Company Secretary and Compliance Officer has been filed with Ministry of
Corporate Affairs
Your Company has appointed Mr. Hanuman Patel as the Company Secretary and Compliance Officer of the Company with effect
from August 12, 2025.
APPOINTMENT AND RESIGNATION OF CHIEF FINANCIAL OFFICER
Your Company has appointed Mr. Mahesh Kumar Birla as the Chief Financial Officer of the Company with effect from May 07, 2025.
Mr. Heeralal Agarwal resigned from the position of Chief Financial Officer with effect from May 06, 2025. Your Company has
intimated about the above change to the Stock Exchange(s) where the securities of Company are listed i.e. BSE Limited. The
necessary Form DIRâ12 for the change of Chief Financial Officer has been filed with Ministry of Corporate Affairs.
Corporate Social Responsibility (CSR) reflects the Company''s intent to make a positive difference to society and contribute towards
sustainable growth. The Company recognizes that the Government alone cannot achieve the objective of social upliftment, and
therefore the concept of CSR has gained importance in recent years. Although CSR has been made mandatory under the Companies
Act, 2013 for certain companies, the Company did not fall under the CSR obligations for the financial year 2024-25 based on the
prescribed thresholds.
However, in line with its philosophy of responsible corporate citizenship and commitment towards community development, the
Company has voluntarily undertaken CSR initiatives and spent an amount of Rs.12,50,000/- during FY 2024-25 on activities aimed
at creating scale, impact, and sustainability. With the rapidly changing corporate environment and increasing focus on functional
autonomy and operational freedom, the Company continues to adopt CSR as a strategic tool for sustainable growth and integration
of business values with societal expectations.
The CSR Policy of the Company, which outlines the CSR activities to be undertaken, the governance structure, and implementation
process, is available on the Company''s website at http://ekanshconcepts.com/data/corporate-governance/policy.html. As the
voluntary CSR expenditure of the Company is less than Rs.50 Lakhs, the constitution of a CSR Committee is not required in terms of
the Companies (CSR Policy) Amendment Rules, 2021, and the functions of such committee are discharged by the Board of Directors.
The Board remains committed to operate its business responsibly with emphasis on CSR in all areas of its operations, ensuring
alignment with the interests of shareholders, employees, regulators, investors, suppliers, the community, and the environment.
Currently, there are 3 (Three) Statutory Committees of the Board, as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee;
(c) Stakeholders'' Relationship Committee.
The constitution of Committees, their scope, role and terms of reference are as per the provisions of the Act, the Rules made thereunder
and the Listing Regulations. All the recommendations made by the Audit Committee and Nomination and Remuneration Committee
were accepted by the Board. Details of all the Committees along with their terms of reference, composition and meetings of each
Committee held during the financial year are provided in the Corporate Governance Report, which forms part of this Report.
A detailed report on Corporate Governance as required under Regulation 34 of the Listing Regulation forms part of this Annual
Report and is annexed as Annexure II. The Auditor''s certificate on Compliance with the conditions of the Corporate Governance
requirements by the Company is attached to the Report on Corporate Governance.
As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations),
a Management Discussion and Analysis Report is presented in a separate section and forms part of the Annual Report. The
detailed state of activities along with developments has been discussed in the Management Discussion and Analysis Report. As
required under the Schedule V (B) of SEBI (LODR) Regulations, 2015, report on âManagement Discussion and Analysisâ is attached as
Annexure III and forms part of this Annual Report.
The Company has in place a Whistle Blower/Vigil Mechanism Policy through which its stakeholders, Directors and employees can report
genuine concerns about unethical behavior and actual or suspected fraud or violation of the Company''s code of Business Conduct and
Ethics. The said policy provides for adequate safeguards against victimization and also direct access to the Audit Committee.
The Whistle Blower Policy has been placed on the Company''s website at http://ekanshconcepts.com/data/corporate-governance/policy.html.
The Company has proper and adequate system of internal controls which ensures that all assets are safeguarded against loss from
unauthorized use or disposition and all the transaction are authorized, recorded and reported correctly. Regular internal audits and checks
are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are
in existence. The management continuously reviews the internal control systems and procedure for efficient conduct of business.
There are no significant material order passed by the Regulators/courts that would impact going concern status of the Company
and its future operations.
Statutory Auditors
M/s. Pramod K. Sharma & Co, Chartered Accountant (Firm Registration No. 007857C), the Statutory Auditors of the Company were
appointed at the 29th AGM of the Members of the Company held on 30th September, 2021, for a period of five (5) years to hold office
till the conclusion of the 34th AGM. Your Company has received written consent(s) and certificate(s) of eligibility in accordance with
Sections 139, 141 and other applicable provisions of the Act, and Rules issued thereunder (including any statutory modification (s) or re¬
enactments) for the time being in force), from M/s. Pramod K. Sharma & Co, Chartered Accountants (Firm Registration No. 007857C).
Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable
provisions of the Act, and Rules issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in
force), from M/s. Pramod K. Sharma & Co, Chartered Accountants (Firm Registration No. 007857C).
Statutory Auditorsâ Observations
The Auditors of the Company have issued an unmodified opinion on the Financial Statements for the Financial Year ended March 31,
2025. The Auditor''s Report for the Financial Year ended March 31, 2025 on the Financial Statements (Standalone & Consolidated) of
the Company is part of this Annual Report.
The Statutory Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remarks by the Auditors.
Internal Auditors
The Internal Auditors, M/s. Tibrewal Chand & Co., Chartered Accountants have conducted internal audits periodically and submitted
their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit Committee.
Secretarial Auditors
Pursuant to Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board
of Directors has appointed M/s. Nidhi Bajaj & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the
Company for the financial year ending on March 31, 2025. The Secretarial Audit in Form MR-3 is annexed to this Report as Annexure IV.
The Secretarial Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remarks by the Auditors.
Details of Loans, Guarantees and Investments covered under the provisions of the Companies Act, 2013 along with the applicable
Rules of the Act are given in the notes to the Financial Statements forming part of this Annual Report.
Pursuant to Section 134(3) (a) of the Act, the draft Annual Return as on March 31, 2025, prepared in accordance with Section 92(3) of
the Act, is made available on the website of the Company at https://ekanshconcepts.com/data/annual-report/index.html.
In line with the requirements of Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions
and the same can be accessed on the Company''s website at http://ekanshconcepts.com/data/corporate-governance/policy.html.
All the Related Party Transactions entered into during the financial year were on arm''s length basis and were in ordinary course of
business. The Company has not entered into any transactions with Related Parties which could be considered material in terms of
Section 188 of the Act. There were no material related party transactions (RPTs) undertaken by the Company during the financial
year under review, that required shareholders'' approval under Regulation 23(4) of SEBI (LODR) Regulations, 2015 or Section 188 of
the Companies Act, 2013. Thus, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form
AOC-2 is not applicable. Further, there are no materially significant Related Party Transactions executed between the Company & its
Promoters, Directors, Key Managerial Personnels or other designated persons, that may have a potential conflict with the interest of
the Company, at large. All Related Party Transactions are mentioned in the notes to accounts.
During the year under review, none of the employees of the Company received remuneration exceeding the limits prescribed under
Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, except the Managing Director, whose remuneration was paid in accordance with the approval of
the shareholders and in compliance with the provisions of the Companies Act, 2013 and applicable rules.
None of the employees hold (by himself / herself or along with his / her spouse and dependent children) more than 2% (two percent)
of the Equity Shares of the Company.
The maintenance of cost records, for the services rendered by the Company is not required pursuant to Section 148(1) of the
Companies Act, 2013 read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the
criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Listing Regulations.
They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the opinion
of the Board, the Independent Directors of the Company fulfill the conditions specified under the Act and Listing Regulations and are
independent of the management.
The Program intends to provide insights into your Company so that the Independent Directors can understand your Company''s
business in depth and the roles, rights, responsibility that they are expected to perform / enjoy in your Company to keep them
updated on the operations and business of your Company thereby facilitating their active participation in managing the affairs of
your Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, SEBI
(LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as Directors of your Company.
Pursuant to the provisions of the Act and the Listing Regulations, performance evaluation of the Board, its committees, the Chairman
& Managing Director and the Independent Directors were carried out. The manner in which the evaluation is carried out has been
detailed below:
Evaluation Process:
The Company believes in value for its stakeholders through ethical process and integrity. The Board plays a very important role in
ensuring the Company''s performance to monitor and provide timely inputs to enhance the Company''s Performance and set right
direction for growth. Hence it is important that every individual Board Member effectively contributes in the Board deliberations.
The Company follows annual evaluation for our Key Managerial Persons and other eligible employees including the senior
management team. A process sculpted on this method has been designed for evaluation of Directors under this process, the
company management will:
⢠Formulate the process for evaluating and rating Directors
⢠Design the evaluation template/questionnaire and implementation process
⢠Peer review of each Director
⢠Analyse feedback received from each Director
⢠Weighting the Evaluation summary of each Director.
Key Evaluation Criteria:
⢠Attendance and contribution at Board and Committee meetings
⢠His/her stature, appropriate mix of expertise, skills, behavior, experience, leadership qualities.
⢠Sense of sobriety and understanding of business, strategic direction to align company''s value and standards.
⢠His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk
management, assessment and mitigation, business operations, processes and Corporate Governance.
⢠His/her ability to create a performance culture that drives value creation and a high quality of debate with robust and probing
discussions.
⢠Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency.
⢠Open channels of communication with executive management and other colleague on Board to maintain high standards of
integrity and probity.
⢠Recognize the role which he/she is expected to play, internal Board Relationships to make decisions objectively and collectively
in the best interest of the Company to achieve organizational successes and harmonizing the Board.
⢠His/her global presence, rational, physical and mental fitness, broader thinking, vision on corporate social responsibility etc.
⢠Quality of decision making & understanding financial statements and business performance, raising of finance, best source of
finance, working capital requirement, forex dealings, geopolitics, human resources etc.
⢠His/her ability to monitor the performance of management and satisfy himself with integrity of the financial controls and
systems in place by ensuring right level of contact with external stakeholders.
⢠His/her contribution to enhance overall brand image of the Company.
Criteria for Determining Remuneration of Directors, Key Managerial Personnel and Particulars of Employees:
The Remuneration paid to the Directors is in accordance with the Nomination & Remuneration Policy formulated in accordance with
section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory Modification(s) or re-enactment(s) thereof
for the time being in force.
Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize,
monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The
Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Audit Committee
and Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means
of a properly defined framework. The major risks have been identified by the Company and its mitigation process/ measures have
been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.
As part of the Risk Management the relevant parameters for protection of environment, safety of operations and health of people
at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.
The Board, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy for selection, appointment
and Remuneration of Directors, Key Managerial Personnel and Senior Management Team. The details of this policy are given
hereunder. The Policy is available on website http://ekanshconcepts.com.
The remuneration policy is designed to attract talented Personnel and remunerate them fairly and responsibly at each level of the
organization. The Policy broadly lays down the guiding principles, philosophy and the basis of payment of remuneration.
The policy also provides the criteria for determining Qualifications, positive attributes and Independence of Directors and criteria
for appointment of Key Managerial Personnel, Senior Management and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.
The Company has a Nomination and Remuneration Committee (NRC), which is responsible for formulating the criteria for appointment
of Directors on the Board of the Company and persons holding Senior Management positions in the Company including their
remuneration and other matters as provided under Section 178 of the Companies Act, 2013 and the Listing Regulations. The role
of the NRC Committee encompasses conducting a gap analysis to refresh the Board on a periodic basis, including each time a
Directors appointment or re- appointment is required. The NRC Committee is also responsible for reviewing the Profiles of Potential
candidates the required, competencies and due diligence and meeting of potential candidates prior to making recommendations
of their nomination to the Board.
Your Company had no opening balances of fixed deposits. Pursuant to Section 73 and 74 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted or renewed any public deposits during the year.
There were no instances of fraud, during the financial year 2024-25, which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. Your Company has
complied with Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard -2 on General Meetings
(SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government,
No material changes and commitments which could affect your Company''s financial position have occurred between the end of
the Financial Year and date of this report.
The registered office of the Company has been changed from A-403, Mittal Commercial, âA''-Wing, Andheri Kurla Road, Marol Naka,
Andheri (East), Mumbai-400059 to Office No. 408, Sunteck Crest, Plot No. 3, Behind Mukund Hospital, Andheri Kurla Road, Andheri
East, Marol Naka, Mumbai-400059 with effect from November 15, 2024.
Subsequently, the Registered Office of the Company was further shifted to 201, Sumer Plaza, A Wing, Plot No. 419, Marol-Maroshi
Road, Andheri (East), Mumbai - 400059 with effect from August 12, 2025
The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at the work place in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed
thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear
guidelines and provide right direction, in case of any reported incidence of sexual harassment across the Company''s offices and
take appropriate decision in resolving such issues.
There were no incidences of sexual harassment reported during the year under review, in terms of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in
the course of day-to-day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption
and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been
posted on the Company''s website at http://ekanshconcepts.com/data/corporate-governance/policy.html.
The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Employees are considered
to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization.
Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them
towards strengthening your Company''s Polices and Systems. Your Company maintains healthy, cordial and harmonious relations
with all personnel and thereby enhancing the contributory value of the Human Resources.
We remain focused on building trust through a culture of openness, conversations and opportunities to speak up. We grew stronger
as a team by supporting each other wholeheartedly throughout the F.Y. 2024-25. Employees, their talent and capabilities are
our greatest asset, our competitive advantage. In a highly competitive environment, our formidable talent pool becomes our key
differentiator.
Pursuant to Section 134 of the Act (including any statutory modification(s) or re- enactment(s) thereof for time being in force), the
Directors of the Company State that:
a. in the preparation of the annual accounts for the financial year ended March 31, 2025 the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2025 and of the
profits of the Company for the Financial Year ended March 31, 2025.
c. the directors had taken proper and sufficient care has been taken for maintenance of adequate accounting records with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the directors had prepared the annual accounts on a going concern basis.
e. the directors had laid down internal financial control to be followed by the Company and that such internal financial controls are
adequate and were operating effectively.
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has
formulated a Code of Conduct for Prevention of Insider Trading (âInsider Trading Codeâ) and a Code of Practices and Procedures for
fair disclosure of Unpublished Price Sensitive Information (âUPSIâ).
The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at http://ekanshconcepts.
com/data/corporate-governance/policyhtml.
M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, has issued a certificate as required under the SEBI (LODR) Regulations,
2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed
or continuing as Director of companies by the SEBI/Ministry of Corporate Affairs or any such statutory Authority The certificate is
attached and form part of this Report and is annexed as Annexure V.
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (âIEPF Rulesâ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid
or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection
Fund (âIEPFâ), constituted by the Central Government.
There are no amounts that are due to be transferred to Investor Education and Protection Fund by the Company
Conservation of Energy
1. Steps taken or impact on conservation of Energy:
2. The Operations of the Company are not energy intensive. However adequate measures have been initiated for conservation of
energy.
3. The steps taken by the Company for utilizing alternate source of energy:
4. Though the operations of the Company are not energy intensive, the Company promotes green energy and energy saving
initiatives among its employees.
5. The Capital Investments on energy conservation equipments by the Company: Nil
Technology Observation
i. The efforts towards technology absorption:
The minimum technology required for the business has been absorbed, the Company has also adopted an online enterprise
wide Human Resource system which eliminates manual working, encourages paperless working & easy availability of data on
the system.
ii. The benefit derived like product improvement, cost reduction, product development or import substitution - encourages
paperless working & reduces manual working.
iii. In case of imported technology (imported during last three years reckoned from the beginning of the Financial Year): Nil
iv. The expenditure incurred on Research & Development: Nil
Foreign Exchange Earnings and outgo
|
Foreign Exchange Earnings and Outgo during the year |
|
|
2024-25 |
2023-2024 |
|
Foreign Exchange Earning (in Rs.) - |
- |
The Company''s health and safety measures comprises of guidelines and standardized practices, based on robust processes. It
advocates proactively improving its management systems, to minimize health and safety hazards, thereby ensuring compliance in
all operational activities.
To minimise and mitigate risks related to Fire Safety and Physical Security, the Company has taken up various safety initiatives that
includes:
⢠First Aid and fire safety trainings for all employees.
⢠Covid-19 SoP has been formalized and deployed across the Offices of the Company
Your Company is conscious of the importance of environmentally clean and safe operations. Your Company''s policy requires conduct
of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are
committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building
for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also
committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic
and environmental dimensions and contribute to sustainable growth and development.
The Company affirms that the annual listing fees for the financial year 2025-26 have been paid to M/s. BSE Limited (Bombay Stock
Exchange).
Your Company has also paid its annual custodial fees to M/s. National Securities Depository Limited (NSDL) and M/s. Central
Depository Services (India) Limited (CDSL).
No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016,
during the year under review.
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
During the year under review, no corporate actions were done by the Company, which have failed to be implemented.
During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.
The properties and assets of your Company are adequately insured.
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees
have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post- maternity support such as nursing breaks and flexible return-to-work options, as applicable. The
Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its
women employees in accordance with applicable laws.
The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by all
the employees and the continued co-operation and confidence of shareholders.
The Board expresses their sincere thanks to the Bankers, Government and Semi-Government Authorities, Esteemed Customers,
Suppliers, Business Associates and all other well-wishers for their consistent contribution at all levels to ensure that the Company
continues to grow and excel.
BY ORDER OF THE BOARD OF DIRECTORS
EKANSH CONCEPTS LIMITED
(Formerly known as Paramone Concepts Limited)
Sd/- Sd/-
SANDEEP MANDAWEWALA HEERALAL AGARWAL
MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN: 03053339 DIN: 10269844
Date: August 12, 2025
Place : Mumbai
Mar 31, 2024
Your Directors are pleased to present the 32nd Annual Report on the business and affairs of Ekansh Concepts Limited (the âCompanyâ) along with the Audited Financial Statements for the year ended on March 31, 2024 and other accompanying reports, notes and certificates.
The Company has adopted Accounting Standards (âInd ASâ) notified by the Companies (Indian Accounting Standards) Rules, 2015, accordingly the Financial Statements for the current financial year 2023-24 have been prepared as per Ind AS reporting framework.
The table below gives the financial highlights of the Company for the year ended March 31, 2024 on standalone & consolidated basis compared to the previous financial Year.
Financial Hiahliahts of the Company (Rs. In Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
Year Ended 31.03.2024 |
Year Ended 31.03.2023 |
Year Ended 31.03.2024 |
Year Ended 31.03.2023 |
|
|
Total Income |
5109.55 |
7587.12 |
5109.55 |
7587.12 |
|
Total Expenditure |
5408.62 |
6572.77 |
5413.39 |
6580.85 |
|
Profit Before Tax |
(299.07) |
1014.35 |
(303.84) |
1006.27 |
|
Provision for Tax |
27.54 |
257.15 |
27.45 |
257.18 |
|
Profit After Tax |
(326.61) |
757.20 |
(329.75) |
750.77 |
|
Add: Other Comprehensive income (net of tax) Items that will not be reclassified to profit & Loss Re-measurement of net defined benefit obligations |
2.31 |
11.60 |
2.31 |
11.60 |
|
Tax effect on above |
(0.58) |
(2.92) |
(0.58) |
(2.92) |
|
Re - measurement of investment in equity |
1304.30 |
(437.32) |
1304.30 |
(437.32) |
|
Total Comprehensive Income |
979.42 |
328.56 |
976.28 |
322.13 |
On Consolidated basis, the total income of the Company for the Year under review is Rs. 5109.55 Lakhs as compared to Rs. 7587.12 Lakhs in the previous year. Net Profit after Tax stood at Rs. (329.75) Lakhs as compared to Net Profit of Rs. 750.77 Lakhs in the previous year. On Standalone basis, the total income of the Company for the Year under Review is Rs. 5109.55 Lakhs as compared to Rs. 7587.12 Lakhs in the previous year. Net Profit after Tax stood at Rs. (326.61) Lakhs as compared to Net Profit of Rs. 757.20 Lakhs in the previous year.
No amount is apportioned from Profit and Loss Account and transferred to any Reserve Account in the Financial Year 2023-24.
The Board of Directors, after considering the relevant circumstances, has decided that it would be prudent, not to recommend any dividend for the financial year ended March 31, 2024.
The paid-up Equity Share Capital as on 31st March, 2024 was Rs. 15,12,76,000/-. During the year under review, the Company has not issued any shares.
Event based Disclosure:
During the year under review, the Company has not taken up any of the following activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee''s stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
Your Company had one wholly owned subsidiary M/s. Choice Realty Private Limited, which is engaged in the activity of Development & Construction. Pursuant to Section 129(3) of the Companies Act, 2013 the consolidated financial statements of the company and its subsidiary prepared in accordance with the relevant accounting standards specified under Section 133 of the companies Act, read with Rule 7 of the Companies Account Rules, 2014 form part of this Annual Report and is annexed as Annexure I.
During the year under review, on February 02, 2024 Company had disposed off its entire equity stake in its wholly owned subsidiaries
i.e. Choice Realty Private Limited, for a consideration of Rs. 21,00,000/- (Rupees Twenty-One Lakhs only). Accordingly Choice Realty Private Limited is now no longer the wholly owned subsidiary of your Company from February 02, 2024. Necessary disclosures, in this regard, have been duly made to the concerned regulatory authorities.
As on March 31, 2024, the Board of Directors comprised of 6 (Six) Directors, 3 (Three) are Non-executive Independent Directors (including a Women Director) and 3 (Three) are Executive Directors including 1(One) Whole Time Director. The composition of the Board is in conformity with the provisions of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).
All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of âIndependence'' as stipulated under the Act and the Listing Regulations.
MEETING OF BOARD OF DIRECTORS
During the year under review, 5 (Five) Board Meetings were held. The details of composition of the Board, meetings of the Board held and attendance of the Directors at such meetings which are given in the Corporate Governance report, which forms part of this Report.
BOARD OF DIRECTORS
The details of Board of Directors of the Company as on date of Report are as follows:
|
SR. NO. |
Name of the Director |
DIN |
Nature of Directorship |
|
1. |
Mr. Sundarlal Sanwarmal Bagaria |
07269962 |
Non-Executive Independent Director |
|
2. |
Mrs. Ekta Ankush Gupta |
08353871 |
Non-Executive Independent Director |
|
3. |
Mr. Shivratan Krishnakumar Agarwal |
03496765 |
Non-Executive Independent Director |
|
4. |
Mr. Surendra Kumar Kulhari |
00727964 |
Executive Director |
|
5. |
Mr. Deepak Ranjan Nayak |
08406471 |
Executive Director |
|
6. |
Mr. Heeralal Agarwal |
10269844 |
Executive Director |
Note:
1. Mr. Heeralal Agarwal (DIN: 10269844) was appointed as the Chief Financial Officer of the Company with effect from June 16, 2023. He was subsequently appointed as an Additional Executive Director of the Company with effect from August 11, 2023. His appointment as a Whole Time Director was regularized at the Annual General Meeting held on September 30, 2023.
2. Mr. Mushtaq Mukhtar Alam Shaikh (DIN: 08144509), Wholetime Director of the Company has resigned as Wholetime Director of the Company with effect from August 11, 2023.
3. Mr. Deepak Ranjan Nayak (DIN: 08406471), resigned from the position of Chief Financial Officer of the Company with effect from June 16, 2023. However, he continues to act as the Director of the Company.
4. During the year under review, Mrs. Ekta Gupta (DIN No: 08353871), the Independent Director of the Company, was re-appointed for a second term of five years by the Board at its meeting held on August 13, 2024. Re appointment for a second term is to be approved by the shareholder at the ensuing Annual General Meeting.
RETIREMENT BY ROTATION
Pursuant to Section 149, 152 and other applicable provisions of the Act and the Articles of Association of the Company, Mr. Surendra Kumar Kulhari (DIN: 00727964), is liable to retire by rotation and being eligible offers himself for re-appointment. As the reappointment of Director is appropriate and in the best interest of the Company, the Board recommends the re-appointment of the Director for your approval.
REAPPOINTMENT OF MRS. EKTA GUPTA (DIN: 08353871) AS NON-EXECUTIVE INDEPENDENT DIRECTOR NOT LIABLE TO RETIRE BY ROTATION
Mrs. Ekta Gupta (DIN No: 08353871) the Existing Independent Director of the Company has Completed her one term of Five year serving as an Independent Director of the Company
Subsequent to the end of the financial year, the Board of Directors, on the recommendation of the Nomination & Remuneration Committee re-appointed Mrs. Ekta Gupta for a second term of five years with effect from August 13, 2024 subject to the approval of the members in the 32nd Annual General Meeting of the company.
Brief profile of Mrs. Ekta Gupta is given in the Notice convening 32nd Annual General Meeting.
The abovenamed Directors have submitted Form DIR-8, pursuant to Section 164 of the Companies Act, 2013 & Rule 14(1) of the Companies (Appointment & Qualification of Directors) Rules, 2014, along with their consent in Form DIR-2 pursuant to Section 152 of the Companies Act, 2013 & Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Necessary Resolutions for the appointment / re-appointment / re-designation of the abovenamed Directors have been included in the Notice convening the ensuing 32nd Annual General Meeting and details of the proposed appointees, as required pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2 (SS-2), are given in the Appendix to the Explanatory Statement annexed to the said Notice.
KEY MANAGERIAL PERSONNEL (KMPâS) OF THE COMPANY
Key Managerial Personnel of the Company are as follows:
|
Mr. Mushtaq Shaikh* |
Whole time Director |
|
Mr. Deepak Ranjan Nayak** |
Director |
|
Mr. Heeralal Agarwal*** |
Whole time Director & CFO |
|
Ms. Meeti Sheth1 |
Company Secretary and Compliance Officer |
|
Mrs. Mamta Jain2 |
Company Secretary and Compliance Officer |
*Mr. Mushtaq Mukhtar Alam Shaikh (DIN: 08144509), Wholetime Director of the Company has resigned as Wholetime Director of the Company with effect from August 11, 2023.
** Mr. Deepak Ranjan Nayak (DIN: 08406471), resigned from the position of Chief Financial Officer of the Company with effect from June 16, 2023.
However, he continues to act as the Executive Director of the Company.
*** Mr. Heeralal Agarwal (DIN: 10269844) appointed as Chief Financial Officer of the company with effect from June 16, 2023 and appointed as an Additional Executive Director of the company with effect from August 11, 2023 and was regularised at the Annual General Meeting as Whole Time Director held on September 30, 2023.
Ms. Meeti Sheth resigned from the position of Company Secretary and Compliance officer with effect from July 12, 2023. Your Company has intimated about the above change to the Stock Exchange(s) where the securities of Company are listed i.e. BSE Limited. The necessary Form DIRâ12 for the change of Company Secretary and Compliance Officer has been filed with Ministry of Corporate Affairs
Your Company has appointed Mrs. Mamta Jain as the Company Secretary and Compliance Officer of the Company with effect from August 11, 2023.
APPOINTMENT AND RESIGNATION OF CHIEF FINANCIAL OFFICER
Your Company has appointed Mr. Heeralal Agarwal as the Chief Financial Officer of the Company with effect from June 16, 2023.
Mr. Deepak Nayak Ranjan resigned from the position of Chief Financial Officer with effect from June 16, 2023. Your Company has intimated about the above change to the Stock Exchange(s) where the securities of Company are listed i.e. BSE Limited. The necessary Form DIRâ12 for the change of Chief Financial Officer has been filed with Ministry of Corporate Affairs.
Corporate Social Responsibility (CSR) is the Companies intent to make a positive difference to the society; Companies have realized that the Government alone will not be able to get success in its endeavour to uplift the Society so therefore the concept of CSR has gained its prominence in recent years and has been made mandatory as per Companies Act, 2013, which requires Companies to contribute some part of its profits towards the CSR activities. With the rapidly changing corporate environment, more functional autonomy and operational freedom we have adopted Corporate Social Responsibility as a strategic tool for sustainable growth. We are committed to operate our business with emphasis on CSR in all areas of our operation. We will integrate our business values and operations to meet the expectations of our shareholders, customers, employees, regulators, investors, suppliers, community and to take care of environment with best interest.
The net profit before tax of the Company for the financial year 2022-23 was Rs. 1006.27 Lakh. The CSR policy is available on the website of the Company http://ekanshconcepts.com/data/corporate-governance/policyhtml.
CSR Policy contains the CSR activities to be carried out, governance structure, implementation process, etc.
The key philosophy of CSR initiatives of the company is guided by three core commitments of Scale, Impact and Sustainability
The Board was advised that the Ministry of Corporate Affairs vide its notification dated January 22, 2021 notified key amendments in the CSR provisions through Companies (Amendment) Act, 2020 and also notified the Companies (CSR Policy) Amendment Rules, 2021 according to which if CSR expenditure of any Company does not exceed INR 50 lakhs p.a., the Company is not required to constitute a CSR Committee and functions of such committee shall be discharged by Board of Directors. As the CSR expenditure of the Company is less than 50 Lakhs therefore Company is not required to constitute CSR Committee and functions of such committee shall be discharged by Board of Directors.
The Board shall abide by the provisions of Companies Act, 2013 read with rules made thereunder including any amendments thereto from time to time with respect to CSR and the terms of Policy and shall perform following functions:
1. To review, revise and monitor CSR Policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;
2. To approve the amount of expenditure to be incurred on such activities;
3. To monitor the CSR activities of the Company from time to time;
4. To do all such acts, deed and things as may be necessary in connection with or incidental to implementing the Company''s CSR Policy and CSR activities or as may be from time to time and to be in compliance with the Companies Act, 2013 and read with rules made thereunder.
The Annual Report on the CSR activities is annexed to this report as Annexure II and forms part of this Report.
Currently, there are 3 (Three) Statutory Committees of the Board, as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee;
(c) Stakeholders'' Relationship Committee.
The constitution of Committees, their scope, role and terms of reference are as per the provisions of the Act, the Rules made thereunder and the Listing Regulations. All the recommendations made by the Audit Committee and Nomination and Remuneration Committee were accepted by the Board. Details of all the Committees along with their terms of reference, composition and meetings of each Committee held during the financial year are provided in the Corporate Governance Report, which forms part of this Report.
A detailed report on Corporate Governance as required under Regulation 34 of the Listing Regulation forms part of this Annual Report and is annexed as Annexure III. The Auditor''s certificate on Compliance with the conditions of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.
As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report is presented in a separate section and forms part of the Annual Report. The detailed state of activities along with developments has been discussed in the Management Discussion and Analysis Report. As required under the Schedule V (B) of SEBI (LODR) Regulations, 2015, report on âManagement Discussion and Analysisâ is attached as Annexure IV and form part of this Annual Report.
The Company has in place a Whistle Blower/Vigil Mechanism Policy through which its stakeholders, Directors and employees can report genuine concerns about unethical behavior and actual or suspected fraud or violation of the Company''s code of Business Conduct and Ethics. The said policy provides for adequate safeguards against victimization and also direct access to the Audit Committee.
The Whistle Blower Policy has been placed on the Company''s website at http://ekanshconcepts.com/data/corporate-governance/ policy.html.
The Company has proper and adequate system of internal controls which ensures that all assets are safeguarded against loss from unauthorized use or disposition and all the transaction are authorized, recorded and reported correctly. Regular internal audits and checks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are in existence. The management continuously reviews the internal control systems and procedure for efficient conduct of business.
There are no significant material order passed by the Regulators/courts that would impact going concern status of the Company and its future operations.
Statutory Auditors
M/s. Pramod K. Sharma & Co, Chartered Accountant (Firm Registration No. 007857C), the Statutory Auditors of the Company were appointed at the 29th AGM of the Members of the Company held on 30th September, 2021, for a period of five (5) years to hold office till the conclusion of the 34th AGM. Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act, and Rules issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in force), from M/s. Pramod K. Sharma & Co, Chartered Accountants (Firm Registration No. 007857C).
Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act, and Rules issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in force), from M/s. Pramod K. Sharma & Co, Chartered Accountants (Firm Registration No. 007857C).
Statutory Auditorsâ Observations
The Auditors of the Company have issued an unmodified opinion on the Financial Statements for the Financial Year ended March 31, 2024. The Auditor''s Report for the Financial Year ended March 31, 2024 on the Financial Statements (Standalone & Consolidated) of the Company is part of this Annual Report.
The Statutory Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remarks by the Auditors. Internal Auditors
The Internal Auditors, M/s Tibrewal Chand & Co., Chartered Accountants have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit Committee.
Secretarial Auditors
Pursuant to Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors has appointed M/s. Nidhi Bajaj & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ending on March 31, 2024. The Secretarial Audit in Form MR-3 is annexed to this Report as Annexure V.
The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remarks by the Auditors.
Details of Loans, Guarantees and Investments covered under the provisions of the Companies Act, 2013 along with the applicable Rules of the Act are given in the notes to the Financial Statements forming part of this Annual Report.
Pursuant to Section 134(3) (a) of the Act, the draft Annual Return as on March 31, 2024, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company at https://ekanshconcepts.com/data/annual-report/index.html.
In line with the requirements of Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company''s website at http://ekanshconcepts.com/data/corporate-governance/policy.html. All the Related Party Transactions entered into during the financial year were on arm''s length basis and were in ordinary course of business. The Company has not entered into any transactions with Related Parties which could be considered material in terms of Section 188 of the Act. There were no material related party transactions (RPTs) undertaken by the Company during the financial year under review, that required shareholders'' approval under Regulation 23(4) of SEBI (LODR) Regulations, 2015 or Section 188 of the Companies Act, 2013. Thus, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable. Further, there are no materially significant Related Party Transactions executed between the Company & its Promoters, Directors, Key Managerial Personnels or other designated persons, that may have a potential conflict with the interest of the Company, at large. All Related Party Transactions are mentioned in the notes to accounts.
During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
None of the employees hold (by himself / herself or along with his / her spouse and dependent children) more than 2% (two percent) of the Equity Shares of the Company.
The maintenance of cost records, for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Listing Regulations. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified under the Act and Listing Regulations and are independent of the management.
The Program intends to provide insights into your Company so that the Independent Directors can understand your Company''s business in depth and the roles, rights, responsibility that they are expected to perform / enjoy in your Company to keep them updated on the operations and business of your Company thereby facilitating their active participation in managing the affairs of your Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, SEBI (LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as Directors of your Company.
Pursuant to the provisions of the Act and the Listing Regulations, performance evaluation of the Board, its committees, the Chairman & Managing Director and the Independent Directors were carried out. The manner in which the evaluation is carried out has been detailed below:
Evaluation Process:
The Company believes in value for its stakeholders through ethical process and integrity. The Board plays a very important role in ensuring the Company''s performance to monitor and provide timely inputs to enhance the Company''s Performance and set right direction for growth. Hence it is important that every individual Board Member effectively contributes in the Board deliberations.
The Company follows annual evaluation for our Key Managerial Persons and other eligible employees including the senior management team. A process sculpted on this method has been designed for evaluation of Directors under this process, the company management will:
⢠Formulate the process for evaluating and rating Directors
⢠Design the evaluation template/questionnaire and implementation process
⢠Peer review of each Director
⢠Analyse feedback received from each Director
⢠Weighting the Evaluation summary of each Director.
Key Evaluation Criteria:
⢠Attendance and contribution at Board and Committee meetings
⢠His/her stature, appropriate mix of expertise, skills, behavior, experience, leadership qualities.
⢠Sense of sobriety and understanding of business, strategic direction to align company''s value and standards.
⢠His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk management, assessment and mitigation, business operations, processes and Corporate Governance.
⢠His/her ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.
⢠Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency.
⢠Open channels of communication with executive management and other colleague on Board to maintain high standards of integrity and probity.
⢠Recognize the role which he/she is expected to play, internal Board Relationships to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.
⢠His/her global presence, rational, physical and mental fitness, broader thinking, vision on corporate social responsibility etc.
⢠Quality of decision making & understanding financial statements and business performance, raising of finance, best source of finance, working capital requirement, forex dealings, geopolitics, human resources etc.
⢠His/her ability to monitor the performance of management and satisfy himself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders.
⢠His/her contribution to enhance overall brand image of the Company.
Criteria for Determining Remuneration of Directorâs, Key Managerial Personnel and Particulars of Employees:
The Remuneration paid to the Directors is in accordance with the Nomination & Remuneration Policy formulated in accordance with section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory Modification(s) or re-enactment(s) thereof for the time being in force. There is no such employee drawing remuneration of more than One Crore Two Lakhs rupees if employed throughout the F.Y or for part drawing remuneration of more than Eight Lakh Fifty Thousand rupees per month.
Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Audit Committee and Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/ measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.
As part of the Risk Management the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.
The Board, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy for selection, appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Team. The details of this policy are given hereunder. The Policy is available on website http://ekanshconcepts.com.
The remuneration policy is designed to attract talented Personnel and remunerate them fairly and responsibly at each level of the organization. The Policy broadly lays down the guiding principles, philosophy and the basis of payment of remuneration.
The policy also provides the criteria for determining Qualifications, positive attributes and Independence of Directors and criteria for appointment of Key Managerial Personnel, Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.
The Company has a Nomination and Remuneration Committee (NRC), which is responsible for formulating the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company including their remuneration and other matters as provided under Section 178 of the Companies Act, 2013 and the Listing Regulations. The role of the NRC Committee encompasses conducting a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re- appointment is required. The NRC Committee is also responsible for reviewing the Profiles of Potential candidates the required, competencies and due diligence and meeting of potential candidates prior to making recommendations of their nomination to the Board.
Your Company had no opening balances of fixed deposits. Pursuant to Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted or renewed any public deposits during the year.
There were no instances of fraud, during the financial year 2023-24, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. Your Company has complied with Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard -2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government,
No material changes and commitments which could affect your Company''s financial position have occurred between the end of the Financial Year and date of this report.
The registered office of the Company has been changed from 12A, Narayan Plaza, Near Boomerang Building, Chandivali, Mumbai 400072 to A-403, Mittal Commercial, âA''-Wing, Andheri Kurla Road, Marol Naka, Andheri (East), Mumbai-400059 with effect from July 01, 2023.
The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at the work place in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction, in case of any reported incidence of sexual harassment across the Company''s offices and take appropriate decision in resolving such issues.
There were no incidences of sexual harassment reported during the year under review, in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website at http://ekanshconcepts.com/data/corporate-governance/policy.html.
The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening your Company''s Polices and Systems. Your Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.
We remain focused on building trust through a culture of openness, conversations and opportunities to speak up. We grew stronger as a team by supporting each other wholeheartedly throughout the F.Y. 2023-24. Employees, their talent and capabilities are our greatest asset, our competitive advantage. In a highly competitive environment, our formidable talent pool becomes our key differentiator.
Pursuant to Section 134 of the Act (including any statutory modification(s) or re- enactment(s) thereof for time being in force), the Directors of the Company State that:
a. in the preparation of the annual accounts for the financial year ended March 31, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profits of the Company for the Financial Year ended March 31, 2024.
c. the Directors had taken proper and sufficient care has been taken for maintenance of adequate accounting records with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the directors had prepared the annual accounts on a going concern basis.
e. the directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (âInsider Trading Codeâ) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (âUPSIâ).
The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at http://ekanshconcepts. com/data/corporate-governance/policyhtml.
M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, has issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI/Ministry of Corporate Affairs or any such statutory Authority The certificate is attached and form part of this Report and is annexed as Annexure VII.
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (âIEPFâ), constituted by the Central Government.
There are no amounts that are due to be transferred to Investor Education and Protection Fund by the Company
Conservation of Energy
1. Steps taken or impact on conservation of Energy:
The Operations of the Company are not energy intensive. However adequate measures have been initiated for conservation of energy.
2. The steps taken by the Company for utilizing alternate source of energy:
Though the operations of the Company are not energy intensive, the Company promotes green energy and energy saving initiatives among its employees.
3. The Capital Investments on energy conservation equipments by the Company: Nil
Technology Observation
i. The efforts towards technology absorption:
The minimum technology required for the business has been absorbed, the Company has also adopted an online enterprise wide Human Resource system which eliminates manual working, encourages paperless working & easy availability of data on the system.
ii. The benefit derived like product improvement, cost reduction, product development or import substitution - encourages paperless working & reduces manual working.
iii. In case of imported technology (imported during last three years reckoned from the beginning of the Financial Year): Nil
iv. The expenditure incurred on Research & Development: Nil
Foreign Exchange Earnings and outgo
|
Foreign Exchange Earnings and Outgo during the year |
|
|
2023-24 |
2022-2023 |
|
Foreign Exchange Earning (in Rs.) -Foreign Exchange outgo (in Rs.) - |
- |
The Company''s health and safety measures comprises of guidelines and standardized practices, based on robust processes. It advocates proactively improving its management systems, to minimize health and safety hazards, thereby ensuring compliance in all operational activities.
To minimise and mitigate risks related to Fire Safety and Physical Security, the Company has taken up various safety initiatives that includes:
⢠First Aid and fire safety trainings for all employees.
⢠Covid-19 SoP has been formalized and deployed across the Offices of the Company
Your Company is conscious of the importance of environmentally clean and safe operations. Your Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
The Company affirms that the annual listing fees for the financial year 2024-25 have been paid to M/s. BSE Limited (Bombay Stock Exchange).
Your Company has also paid its annual custodial fees to M/s. National Securities Depository Limited (NSDL) and M/s. Central Depository Services (India) Limited (CDSL).
No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
During the year under review, no corporate actions were done by the Company, which have failed to be implemented.
During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.
The properties and assets of your Company are adequately insured.
The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by all the employees and the continued co-operation and confidence of shareholders.
The Board expresses their sincere thanks to the Bankers, Government and Semi-Government Authorities, Esteemed Customers, Suppliers, Business Associates and all other well-wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.
BY ORDER OF THE BOARD OF DIRECTORS EKANSH CONCEPTS LIMITED
Sd/- Sd/-
Deepak Ranjan Nayak Heeralal Agarwal
Director Whole-Time Director & CFO
DIN: 08406471 DIN: 10269844
Date : August 13, 2024 Place : Mumbai
Ms. Meeti Sheth appointed as Company Secretary and Compliance Officer of the Company w.e.f. June16, 2023 and resigned w.e.f. July 12, 2023
Mrs. Mamta Jain appointed as Company Secretary and Compliance Officer of the Company w.e.f. August 11, 2023. APPOINTMENT AND RESIGNATION OF COMPANY SECRETARY
Your Company had appointed Ms. Meeti Sheth as the Company Secretary and Compliance Officer of the Company with effect from June 16, 2023.
Mar 31, 2023
Your Directors are pleased to present the 31st Annual Report on the business and affairs of Ekansh Concepts Limited (the âCompanyâ) along with the Audited Financial Statements for the year ended on March 31, 2023 and other accompanying reports, notes and certificates.
The Company has adopted Accounting Standards (âInd ASâ) notified by the Companies (Indian Accounting Standards) Rules, 2015, accordingly the Financial Statements for the current financial year 2022-23 have been prepared as per Ind AS reporting framework.
The table below gives the financial highlights of the Company for the year ended March 31, 2023 on standalone & consolidated basis compared to the previous financial Year.
Financial Highlights of the Company (Rs. In Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
|
|
Total Income |
7587.12 |
6856.03 |
7587.12 |
6856.03 |
|
Total Expenditure |
6572.77 |
5977.42 |
6580.85 |
5987.04 |
|
Profit Before Tax |
1014.35 |
878.61 |
1006.27 |
868.99 |
|
Provision for Tax |
257.15 |
129.32 |
257.18 |
128.96 |
|
Profit After Tax |
757.20 |
749.28 |
749.09 |
740.03 |
|
Share of Profit from Joint Ventures |
- |
- |
1.68 |
- |
|
Profit for the year after share of Profit from Associates Add: Other Comprehensive income (net of tax) Items that will not be reclassified to profit & Loss |
750.77 |
740.03 |
||
|
Re-measurement of net defined benefit obligations |
8.68 |
9.85 |
8.68 |
9.85 |
|
Re - measurement of investment in equity |
(437.32) |
(52.11) |
(437.32) |
(52.11) |
|
Total Comprehensive Income |
328.56 |
707.03 |
322.13 |
697.77 |
On Consolidated basis, the total income of the Company for the Year under review is Rs. 7587.12 Lakhs as compared to Rs. 6856.03 Lakhs in the previous year. Net Profit after Tax stood at Rs. 750.77 Lakhs as compared to Net Profit of Rs. 740.03 Lakhs in the previous year. On Standalone basis, the total income of the Company for the Year under Review is Rs. 7587.12 Lakhs as compared to Rs. 6856.03 Lakhs in the previous year. Net Profit after Tax stood at Rs. 757.20 Lakhs as compared to Net Profit of Rs. 749.28 Lakhs in the previous year.
No amount is apportioned from Profit and Loss Account and transferred to any Reserve Account in the Financial Year 2022-23.
The Board of Directors, after considering the relevant circumstances, has decided that it would be prudent, not to recommend any dividend for the financial year ended March 31, 2023.
The paid-up Equity Share Capital as on 31st March, 2023 was Rs. 15,12,76,000/-. During the year under review, the Company has not issued any shares.
Event based Disclosure:
During the year under review, the Company has not taken up any of the following activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee''s stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
Your Company has one wholly owned subsidiary M/s. Choice Realty Private Limited, which is engaged in the activity of Development & Construction. Pursuant to Section 129(3) of the Companies Act, 2013 the consolidated financial statements of the company and its subsidiary prepared in accordance with the relevant accounting standards specified under Section 133 of the companies Act, read with Rule 7 of the Companies Account Rules, 2014 form part of this Annual Report and is annexed as Annexure I. Apart from above, there are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2022-23.
As on March 31, 2023, the Board of Directors comprised of 6 (Six) Directors, 3 (Three) are Non-executive Independent Directors (including a Women Director) and 3 (Three) are Executive Directors including 1(One) Whole Time Director. The composition of the Board is in conformity with the provisions of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).
All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of âIndependence'' as stipulated under the Act and the Listing Regulations.
MEETING OF BOARD OF DIRECTORS
During the year under review, 4 (Four) Board Meetings were held. The details of composition of the Board, meetings of the Board held and attendance of the Directors at such meetings which are given in the Corporate Governance report, which forms part of this Report.
BOARD OF DIRECTORS
The details of Board of Directors of the Company as on date of Report are as follows:
|
SR. NO. |
Name of the Director |
DIN |
Nature of Directorship |
|
1. |
Mr. Sundarlal Sanwarmal Bagaria |
07269962 |
Non-Executive Independent Director |
|
2. |
Mrs. Ekta Gupta |
08353871 |
Non-Executive Independent Director |
|
3. |
Mr. Shivratan Krishnakumar Agarwal |
03496765 |
Non-Executive Independent Director |
|
4. |
Mr. Surendra Kumar Kulhari |
00727964 |
Executive Director |
|
5. |
Mr. Deepak Nayak Ranjan |
08406471 |
Executive Director |
|
6. |
Mr. Heeralal Agarwal |
10269844 |
Additional Executive Director |
Note:
1. Mr. Vijendra Jain (DIN: 07318877), Director of the Company has resigned as Director of the Company with effect from August 12, 2022.
2. Mr. Deepak Nayak Ranjan (DIN: 08406471) appointed as regular director of the company with effect from September 30, 2022 at Annual General Meeting.
3. Mr. Shivratan Krishnakumar Agarwal (DIN: 03496765) appointed as an Additional Director of the company with effect from November 11, 2022.
4. Mr. Shivratan Krishnakumar Agarwal (DIN: 03496765) appointed as regular director of the company with effect from January 30, 2023 through Postal ballot.
5. Mr. Heeralal Agarwal (DIN: 10269844) appointed as an Additional Executive Director of the company with effect from August 11, 2023.
6. Mr. Mushtaq Mukhtar Alam Shaikh (DIN: 08144509), Wholetime Director of the Company has resigned as Wholetime Director of the Company with effect from August 11, 2023.
RETIREMENT BY ROTATION
Pursuant to Section 149, 152 and other applicable provisions of the Act and the Articles of Association of the Company, Mr. Deepak Ranjan Nayak (DIN: 08406471), is liable to retire by rotation and being eligible offers himself for re-appointment. As the reappointment of Director is appropriate and in the best interest of the Company, the Board recommends the re-appointment of the Director for your approval.
APPOINTMENT OF MR. HEERALAL AGARWAL (DIN:10269844) AS EXECUTIVE & NON-INDEPENDENT DIRECTOR LIABLE TO RETIRE BY ROTATION
Subsequent to the end of the financial year, the Board of Directors, on the recommendation of the Nomination & Remuneration Committee appointed Mr. Heeralal Agarwal (DIN:10269844) as an Additional Executive Director with effect from August 11, 2023. In terms of Section 161 of the Act, Mr. Heeralal Agarwal holds office up to the date of ensuing Annual General Meeting. Nomination and Remuneration Committee and the Board recommend the appointment of Mr. Heeralal Agarwal as Whole-time Director liable to retire by rotation for the approval by the Members of the Company. Brief profile of Mr. Heeralal Agarwal is given in the Notice convening 31st Annual General Meeting.
The abovenamed Directors have submitted Form DIR-8, pursuant to Section 164 of the Companies Act, 2013 & Rule 14(1) of the Companies (Appointment & Qualification of Directors) Rules, 2014, along with their consent in Form DIR-2 pursuant to Section 152 of the Companies Act, 2013 & Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Necessary Resolutions for the appointment / re-appointment / re-designation of the abovenamed Directors have been included in the Notice convening the ensuing 31st Annual General Meeting and details of the proposed appointees, as required pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2 (SS-2), are given in the Appendix to the Explanatory Statement annexed to the said Notice.
KEY MANAGERIAL PERSONNEL (KMPâS) OF THE COMPANY
Key Managerial Personnel of the Company are as follows:
|
Mr. Mushtaq Shaikh* |
Whole time Director |
|
Mr. Deepak Ranjan Nayak** |
Director |
|
Ms. Jyoti Gupta*** |
Company Secretary and Compliance Officer |
|
Mr. Heeralal Agarwal**** |
CFO |
|
Ms. Meeti Sheth***** |
Company Secretary and Compliance Officer |
|
Mrs. Mamta Jain****** |
Company Secretary and Compliance Officer |
*Mr. Mushtaq Mukhtar Alam Shaikh (DIN: 08144509), Wholetime Director of the Company has resigned as Wholetime Director of the Company with effect from August 11, 2023.
** Mr. Deepak Ranjan Nayak (DIN: 08406471) appointed as regular director of the company with effect from September 30, 2022 at Annual General Meeting. He resigned as Chief Financial Officer of the Company w.e.f. June 16, 2023. He continues as Executive Director on the Board of the Company.
*** Ms. Jyoti Gupta resigned as Company Secretary and Compliance Officer of the Company w.e.f. December 17, 2022.
**** Mr. Heeralal Agarwal appointed as Chief Financial Officer of the Company with effect from June 16, 2023.
***** Ms. Meeti Sheth appointed as Company Secretary and Compliance Officer of the Company w.e.f. June16, 2023 and resigned w.e.f. July 12, 2023
****** Mrs. Mamta Jain appointed as Company Secretary and Compliance Officer of the Company w.e.f. August 11, 2023. APPOINTMENT AND RESIGNATION OF COMPANY SECRETARY
Ms. Jyoti Gupta resigned from the position of Company Secretary and Compliance officer with effect from December 17, 2022. Your Company has intimated about the above change to the Stock Exchange(s) where the securities of Company are listed i.e. BSE Limited. The necessary Form DIR-12 for the change of Company Secretary and Compliance Officer has been filed with Ministry of Corporate Affairs.Your Company had appointed Ms. Meeti Sheth as the Company Secretary and Compliance Officer of the Company with effect from June 16, 2023.
Ms. Meeti Sheth resigned from the position of Company Secretary and Compliance officer with effect from July 12, 2023. Your Company has intimated about the above change to the Stock Exchange(s) where the securities of Company are listed i.e. BSE
Limited. The necessary Form DIRâ12 for the change of Company Secretary and Compliance Officer has been filed with Ministry of Corporate Affairs
Your Company has appointed Mrs. Mamta Jain as the Company Secretary and Compliance Officer of the Company with effect from August 11, 2023.
APPOINTMENT AND RESIGNATION OF CHIEF FINANCIAL OFFICER
Your Company has appointed Mr. Heeralal Agarwal as the Chief Financial Officer of the Company with effect from June 16, 2023.
Mr. Deepak Nayak Ranjan resigned from the position of Chief Financial Officer with effect from June 16, 2023. Your Company has intimated about the above change to the Stock Exchange(s) where the securities of Company are listed i.e. BSE Limited. The necessary Form DIRâ12 for the change of Chief Financial Officer has been filed with Ministry of Corporate Affairs.
Corporate Social Responsibility (CSR) is the Companies intent to make a positive difference to the society; Companies have realized that the Government alone will not be able to get success in its endeavour to uplift the Society so therefore the concept of CSR has gained its prominence in recent years and has been made mandatory as per Companies Act, 2013, which requires Companies to contribute some part of its profits towards the CSR activities. With the rapidly changing corporate environment, more functional autonomy and operational freedom we have adopted Corporate Social Responsibility as a strategic tool for sustainable growth. We are committed to operate our business with emphasis on CSR in all areas of our operation. We will integrate our business values and operations to meet the expectations of our shareholders, customers, employees, regulators, investors, suppliers, community and to take care of environment with best interest.
The net profit before tax of the Company for the financial year 2021-22 was Rs.878.61 Lakh. The CSR policy is available on the website of the Company http://ekanshconcepts.com/data/corporate-governance/policy.html.
CSR Policy contains the CSR activities to be carried out, governance structure, implementation process, etc.
The key philosophy of CSR initiatives of the company is guided by three core commitments of Scale, Impact and Sustainability
The Board was advised that the Ministry of Corporate Affairs vide its notification dated January 22, 2021 notified key amendments in the CSR provisions through Companies (Amendment) Act, 2020 and also notified the Companies (CSR Policy) Amendment Rules, 2021 according to which if CSR expenditure of any Company does not exceed INR 50 lakhs p.a., the Company is not required to constitute a CSR Committee and functions of such committee shall be discharged by Board of Directors. As the CSR expenditure of the Company is less than 50 Lakhs therefore Company is not required to constitute CSR Committee and functions of such committee shall be discharged by Board of Directors.
The Board shall abide by the provisions of Companies Act, 2013 read with rules made thereunder including any amendments thereto from time to time with respect to CSR and the terms of Policy and shall perform following functions:
1. To review, revise and monitor CSR Policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;
2. To approve the amount of expenditure to be incurred on such activities;
3. To monitor the CSR activities of the Company from time to time;
4. To do all such acts, deed and things as may be necessary in connection with or incidental to implementing the Company''s CSR Policy and CSR activities or as may be from time to time and to be in compliance with the Companies Act, 2013 and read with rules made thereunder.
The Annual Report on the CSR activities is annexed to this report as Annexure II and forms part of this Report.
Currently, there are 3 (Three) Statutory Committees of the Board, as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee;
(c) Stakeholders'' Relationship Committee.
The constitution of Committees, their scope, role and terms of reference are as per the provisions of the Act, the Rules made thereunder and the Listing Regulations. All the recommendations made by the Audit Committee and Nomination and Remuneration Committee were accepted by the Board. Details of all the Committees along with their terms of reference, composition and meetings of each Committee held during the financial year are provided in the Corporate Governance Report, which forms part of this Report.
A detailed report on Corporate Governance as required under Regulation 34 of the Listing Regulation forms part of this Annual Report and is annexed as Annexure III. The Auditor''s certificate on Compliance with the conditions of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.
As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report is presented in a separate section and forms part of the Annual Report. The detailed state of activities along with developments has been discussed in the Management Discussion and Analysis Report. As required under the Schedule V (B) of SEBI (LODR) Regulations, 2015, report on âManagement Discussion and Analysisâ is attached as Annexure IV and form part of this Annual Report.
The Company has in place a Whistle Blower/Vigil Mechanism Policy through which its stakeholders, Directors and employees can report genuine concerns about unethical behavior and actual or suspected fraud or violation of the Company''s code of Business Conduct and Ethics. The said policy provides for adequate safeguards against victimization and also direct access to the Audit Committee.
The Whistle Blower Policy has been placed on the Company''s website at http://ekanshconcepts.com/data/corporate-governance/ policy.html.
The Company has proper and adequate system of internal controls which ensures that all assets are safeguarded against loss from unauthorized use or disposition and all the transaction are authorized, recorded and reported correctly. Regular internal audits and checks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are in existence. The management continuously reviews the internal control systems and procedure for efficient conduct of business.
There are no significant material order passed by the Regulators/courts that would impact going concern status of the Company and its future operations.
Statutory Auditors
M/s. Pramod K. Sharma & Co, Chartered Accountant (Firm Registration No. 007857C), the Statutory Auditors of the Company were appointed at the 29th AGM of the Members of the Company held on 30th September, 2021, for a period of five (5) years to hold office till the conclusion of the 34th AGM. Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act, and Rules issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in force), from M/s. Pramod K. Sharma & Co, Chartered Accountants (Firm Registration No. 007857C).
Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act, and Rules issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in force), from M/s. Pramod K. Sharma & Co, Chartered Accountants (Firm Registration No. 007857C).
Statutory Auditorsâ Observations
The Auditors of the Company have issued an unmodified opinion on the Financial Statements for the Financial Year ended March 31, 2023. The Auditor''s Report for the Financial Year ended March 31, 2023 on the Financial Statements (Standalone & Consolidated) of the Company is part of this Annual Report.
The Statutory Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remarks by the Auditors. Internal Auditors
The Internal Auditors, M/s Tibrewal Chand & Co., Chartered Accountants have conducted internal audits periodically and submitted their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit Committee.
Secretarial Auditors
Pursuant to Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors has appointed M/s. Nidhi Bajaj & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ending on March 31, 2023. The Secretarial Audit in Form MR-3 is annexed to this Report as Annexure V.
The Secretarial Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remarks by the Auditors.
Details of Loans, Guarantees and Investments covered under the provisions of the Companies Act, 2013 along with the applicable Rules of the Act are given in the notes to the Financial Statements forming part of this Annual Report.
Pursuant to Section 134(3) (a) of the Act, the draft Annual Return as on March 31, 2022, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company at http://ekanhsconcepts.com/data/corporate-governance/.
In line with the requirements of Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company''s website at http://ekanshconcepts.com/data/corporate-governance/policy.html. All the Related Party Transactions entered into during the financial year were on arm''s length basis and were in ordinary course of business. The Company has not entered into any transactions with Related Parties which could be considered material in terms of Section 188 of the Act. There were no material related party transactions (RPTs) undertaken by the Company during the financial year under review, that required shareholders'' approval under Regulation 23(4) of SEBI (LODR) Regulations, 2015 or Section 188 of the Companies Act, 2013.Thus, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable. Further, there are no materially significant Related Party Transactions executed between the Company & its Promoters, Directors, Key Managerial Personnels or other designated persons, that may have a potential conflict with the interest of the Company, at large. All Related Party Transactions are mentioned in the notes to accounts.
During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
None of the employees hold (by himself / herself or along with his / her spouse and dependent children) more than 2% (two percent) of the Equity Shares of the Company.
The maintenance of cost records, for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Listing Regulations. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified under the Act and Listing Regulations and are independent of the management.
The Program intends to provide insights into your Company so that the Independent Directors can understand your Company''s business in depth and the roles, rights, responsibility that they are expected to perform / enjoy in your Company to keep them updated on the operations and business of your Company thereby facilitating their active participation in managing the affairs of your Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, SEBI (LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as Directors of your Company.
Pursuant to the provisions of the Act and the Listing Regulations, performance evaluation of the Board, its committees, the Chairman & Managing Director and the Independent Directors were carried out. The manner in which the evaluation is carried out has been detailed below:
Evaluation Process:
The Company believes in value for its stakeholders through ethical process and integrity. The Board plays a very important role in ensuring the Company''s performance to monitor and provide timely inputs to enhance the Company''s Performance and set right direction for growth. Hence it is important that every individual Board Member effectively contributes in the Board deliberations.
The Company follows annual evaluation for our Key Managerial Persons and other eligible employees including the senior management team. A process sculpted on this method has been designed for evaluation of Directors under this process, the company management will:
⢠Formulate the process for evaluating and rating Directors
⢠Design the evaluation template/questionnaire and implementation process
⢠Peer review of each Director
⢠Analyse feedback received from each Director
⢠Weighting the Evaluation summary of each Director.
Key Evaluation Criteria:
⢠Attendance and contribution at Board and Committee meetings
⢠His/her stature, appropriate mix of expertise, skills, behavior, experience, leadership qualities.
⢠Sense of sobriety and understanding of business, strategic direction to align company''s value and standards.
⢠His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk management, assessment and mitigation, business operations, processes and Corporate Governance.
⢠His/her ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.
⢠Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency.
⢠Open channels of communication with executive management and other colleague on Board to maintain high standards of integrity and probity.
⢠Recognize the role which he/she is expected to play, internal Board Relationships to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.
⢠His/her global presence, rational, physical and mental fitness, broader thinking, vision on corporate social responsibility etc.
⢠Quality of decision making & understanding financial statements and business performance, raising of finance, best source of finance, working capital requirement, forex dealings, geopolitics, human resources etc.
⢠His/her ability to monitor the performance of management and satisfy himself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders.
⢠His/her contribution to enhance overall brand image of the Company.
Criteria for Determining Remuneration of Directorâs, Key Managerial Personnel and Particulars of Employees:
The Remuneration paid to the Directors is in accordance with the Nomination & Remuneration Policy formulated in accordance with section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory Modification(s) or re-enactment(s) thereof for the time being in force. There is no such employee drawing remuneration of more than One Crore Two Lakhs rupees if employed throughout the F.Y or for part drawing remuneration of more than Eight Lakh Fifty Thousand rupees per month.
Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Audit Committee and Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/ measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.
As part of the Risk Management the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.
The Board, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy for selection, appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Team. The details of this policy are given hereunder. The Policy is available on website http://ekanshconcepts.com.
The remuneration policy is designed to attract talented Personnel and remunerate them fairly and responsibly at each level of the organization. The Policy broadly lays down the guiding principles, philosophy and the basis of payment of remuneration.
The policy also provides the criteria for determining Qualifications, positive attributes and Independence of Directors and criteria for appointment of Key Managerial Personnel, Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.
The Company has a Nomination and Remuneration Committee (NRC), which is responsible for formulating the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company including their remuneration and other matters as provided under Section 178 of the Companies Act, 2013 and the Listing Regulations. The role of the NRC Committee encompasses conducting a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re- appointment is required. The NRC Committee is also responsible for reviewing the Profiles of Potential candidates the required, competencies and due diligence and meeting of potential candidates prior to making recommendations of their nomination to the Board.
Your Company had no opening balances of fixed deposits. Pursuant to Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted or renewed any public deposits during the year.
There were no instances of fraud, during the financial year 2022-23, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. Your Company has complied with Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard -2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government,
No material changes and commitments which could affect your Company''s financial position have occurred between the end of the Financial Year and date of this report.
The name of the Company has been changed with effect from June 27, 2022 from Paramone Concepts Limited to Ekansh Concepts Limited on obtaining the necessary approval from Shareholders & the Statutory Authorities.
The registered office of the Company has been changed from 12A, Narayan Plaza, Near Boomerang Building, Chandivali, Mumbai 400072 to A-403, Mittal Commercial, âA''-Wing, Andheri Kurla Road, Marol Naka, Andheri (East), Mumbai-400059 with effect from July 01, 2023.
The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at the work place in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction, in case of any reported incidence of sexual harassment across the Company''s offices and take appropriate decision in resolving such issues.
There were no incidences of sexual harassment reported during the year under review, in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website at http://ekanshconcepts.com/data/corporate-governance/policy.html.
The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening your Company''s Polices and Systems. Your Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.
We remain focused on building trust through a culture of openness, conversations and opportunities to speak up. We grew stronger as a team by supporting each other wholeheartedly throughout the F.Y. 2022-23. Employees, their talent and capabilities are our greatest asset, our competitive advantage. In a highly competitive environment, our formidable talent pool becomes our key differentiator.
Pursuant to Section 134 of the Act (including any statutory modification(s) or re- enactment(s) thereof for time being in force), the Directors of the Company State that:
a. in the preparation of the annual accounts for the financial year ended March 31, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profits of the Company for the Financial Year ended March 31, 2023.
c. the Directors had taken proper and sufficient care has been taken for maintenance of adequate accounting records with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the directors had prepared the annual accounts on a going concern basis.
e. the directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (âInsider Trading Codeâ) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (âUPSIâ).
The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at http://ekanshconcepts. com/data/corporate-governance/policyhtml.
M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, has issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI/Ministry of Corporate Affairs or any such statutory Authority The certificate is attached and form part of this Report and is annexed as Annexure VII.
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (âIEPFâ), constituted by the Central Government.
There are no amounts that are due to be transferred to Investor Education and Protection Fund by the Company.
Conservation of Energy
1. Steps taken or impact on conservation of Energy:
The Operations of the Company are not energy intensive. However adequate measures have been initiated for conservation of energy.
2. The steps taken by the Company for utilizing alternate source of energy:
Though the operations of the Company are not energy intensive, the Company promotes green energy and energy saving initiatives among its employees.
3. The Capital Investments on energy conservation equipments by the Company: Nil
Technology Observation
i. The efforts towards technology absorption:
The minimum technology required for the business has been absorbed, the Company has also adopted an online enterprise wide Human Resource system which eliminates manual working, encourages paperless working & easy availability of data on the system.
ii. The benefit derived like product improvement, cost reduction, product development or import substitution - encourages paperless working & reduces manual working.
iii. In case of imported technology (imported during last three years reckoned from the beginning of the Financial Year): Nil
iv. The expenditure incurred on Research & Development: Nil
Foreign Exchange Earnings and outgo
|
Foreign Exchange Earnings and Outgo during the year |
||
|
2022-23 |
2021-2022 |
|
|
Foreign Exchange Earning (in Rs.) |
- |
-- |
|
Foreign Exchange outgo (in Rs.) |
- |
-- |
The Company''s health and safety measures comprises of guidelines and standardized practices, based on robust processes. It advocates proactively improving its management systems, to minimize health and safety hazards, thereby ensuring compliance in all operational activities.
To minimise and mitigate risks related to Fire Safety and Physical Security, the Company has taken up various safety initiatives that includes:
⢠First Aid and fire safety trainings for all employees.
⢠Covid-19 SoP has been formalized and deployed across the Offices of the Company
Your Company is conscious of the importance of environmentally clean and safe operations. Your Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
The Company affirms that the annual listing fees for the financial year 2023-24 have been paid to M/s. BSE Limited (Bombay Stock Exchange).
Your Company has also paid its annual custodial fees to M/s. National Securities Depository Limited (NSDL) and M/s. Central Depository Services (India) Limited (CDSL).
No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
During the year under review, no corporate actions were done by the Company, which have failed to be implemented.
During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.
The properties and assets of your Company are adequately insured.
The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by all the employees and the continued co-operation and confidence of shareholders.
The Board expresses their sincere thanks to the Bankers, Government and Semi-Government Authorities, Esteemed Customers, Suppliers, Business Associates and all other well-wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.
BY ORDER OF THE BOARD OF DIRECTORS
EKANSH CONCEPTS LIMITED
(Formerly known as Paramone Concepts Limited)
Sd/- Sd/-
Deepak Nayak Ranjan Surendra Kumar Kulhari
Director Director
DIN : 08406471 DIN : 00727964
Place : Mumbai Date: August 11, 2023
Mar 31, 2014
To the Members
The Directors have pleasure in presenting the Twenty Second Annual
Report on the business and operations of the Company together with the
audited statement of accounts for the year ended March 31,2014.
Financial Highlights:
A snapshot of the Related & Consolidated financial performance summary
of Choice Infra Ventures Limited for the year 2013-14 summarized below:
(Rsin Lakhs)
Paticular Year ended Year ended
Total Income 4363.07 3135.71
Total Expenditure 4233.50 3009.88
Profit Before Tax 129.57 125.83
Provision for Tax 41.99 41.33
Profit After Tax 87.58 84.50
Add: Surplus brought forward during the year 142.78 58.28
Profit available for Appropriations 87.57 84.50
Appropriations: Nil Nil
Surplus carried forward 230.35 142.78
Results of Operations:
The global economic climate posed several challenges, but we made the
best use of our resources and abilities for growth. The overall
performance for the year spelled growth, both for us and for our
clients. During the financial year the Company''s Gross Income was Rs.
4363.07 Lakhs. The Profit before Tax for the FY 2013-14 increased by
2.97% to Rs.129.57 Lakhs as against Rs.125.83 Lakhs in FY 2012-13. The
Net Worth of the Company as on March 31, 2014 was Rs.3173.11Lakhs as
against Rs.3085.54 Lakhs as on March 31,2013.
Dividend:
In order to conserve the resources, your Directors does not recommend
any dividend for the year ended March 31,2014. Deferred Tax:
In terms of Accounting Standard on ''Accounting for Taxes on Income
''(AS -22) a sum of'' 0.69 Lakhs has been debited from the Profit &
Loss Account being Deferred Tax Liability for the year under review.
Public Deposits and Loans/Advances:
During 2013-14, your Company has not accepted any deposits from the
public within meaning of Section 58A of the Companies Act, 1956.
Pursuant to Clause 32 of the Listing Agreement, the particulars of
loans/advances given to subsidiaries have been disclosed in the Annual
Accounts of the Company.
Subsidiary Company:
Your company has one subsidiary company Choice Realty Private Limited
pursuant to Section 370 of Companies Act, 1956.
As required under the provisions of Section 212 of the Companies Act,
1956, a statement of the holding company''s interest in the subsidiary
companies is attached as and form part of this report.
In view of the general exemption under section 212(8) of Companies Act,
1956 granted by Central Government vide MCA circular No.2/2011 dated
8th February, 2011 the required disclosures in respect of subsidiary
companies are not enclosed along with this report. However, we
undertake that annual accounts of the subsidiary companies and the
related detailed information shall be made available to shareholders of
the holding and subsidiary companies seeking such information at any
point of time. The annual accounts of the subsidiary companies shall
also be kept for inspection by any shareholders in the Registered
Office of the company and of the subsidiary companies concerned on
working day during business hours. The consolidated Financial Statement
presented by the Company includes financial results of its
subsidiaries.
Operations and Management Discussion & Analysis:
The current year''s operations are covered in the Management
Discussion and Analysis Report. This Management Discussion and Analysis
Report, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, is presented in a separate section forming part of
this annual report.
Corporate Governance:
The Report on Corporate Governance, as stipulated under Clause 49 of
the Listing Agreement, forms part of this Annual Report.
Particulars Of Employees:
There were no employees drawing remuneration more than prescribed under
Section 217(2A) of the Companies Act, 1956.
Energy Conservation, Technology Absorption And Foreign Exchange
Earnings And Outgo:
In view of the nature of activities which are being carried on by the
company, Rules 2A and 2B of the companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 concerning conservation
of energy and technology absorption respectively are not applicable to
the company.
Further, there were no foreign exchange earnings or outgo during the
year under review.
Directors:
In light of the provisions of section 152 of the Companies Act, 2013,
CA Arunkumar Poddar (DIN : 02819581), Director of the Company, who is
retiring by rotation at the 21st Annual General Meeting has not sought
re-appointment. It is
proposed not to fill up the vacancy thereby caused.
With the enactment of the Companies Act, 2013 (Act) it is now incumbent
upon every listed Company to appoint Independent Directors as defined
in section 149 of the Act, who are required to be appointed for a term
of maximum of 5 (five) consequent years and Independent Directors shall
not be liable to retire by rotation and pursuant to clause 49 of the
Listing Agreement with Stock Exchanges (to come into force w.e.f. 1
October, 2014), a person who has already served as an independent
director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of his present term,
for one more term of up to five years only. Hence, Mr. Hasmukh Mehta,
Mr. Rameshchandra Purohit and Mr. Lalit Megnhnani are proposed to be
appointed for a period as mentioned in the notice from the conclusion
of this Annual General Meeting Accordingly.
The Independent directors have filed requisite declarations with the
Company under section 149 (7) of the Act to the effect that they meet
with the criteria of independence as prescribed both under sub-section
(6) of Section 149 of the Companies Act, 2013 and under Clause 49 of
the Listing Agreement with the Stock Exchanges.
CA Govind Ram Patodia has retired as director in the company with
effect from September 16, 2013 due to his personal commitments. The
resignation has been duly accepted by the Board. The Board places on
record its sincere appreciation for the valuable services rendered by
CA Govind Ram Patodia during his tenure.
Brief resume of the Directors proposed to be re-appointed/appointed,
nature of their expertise in specific functional areas and names of
public limited companies in which they hold directorships and
memberships/ chairmanships of Board Committees, as stipulated under
Clause 49 of Listing Agreements with the Stock Exchanges in India, are
provided in the notice along with the 22nd Annual Report of the
Company.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directors'' Responsibility Statement, it is hereby confirmed
that:
i. In the preparation of the annual accounts for the financial year
ended March 31,2014, the applicable accounting standards have been
followed and that there are no material departures from the same;
ii. The Directors have been selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31,2014 and of Profit of the
Company for the said period.
iii. The Directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for detecting fraud and
other irregularities; and
iv. The Directors have prepared the accounts for the financial year
ended March 31,2014 on a ''going concern'' basis. Auditors:
The Statutory Auditors M/s Agarwal Desai & Shah, Chartered Accountants,
having Firm Registration No124850W, holds office until the conclusion
of the ensuing Annual General Meeting and is eligible for reappointment
pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules made thereunder.
Your Company has received confirmation from the Auditors to the effect
that their appointment, if made, will be in accordance with the limits
specified under the Companies Act, 2013 and the firm satisfies the
criteria specified in Section 141 of the Companies Act, 2013 read with
Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the
opinion that continuation of M/s Agarwal Desai & Shah, Chartered
Accountants., Statutory Auditors during FY 2014-15 will be in the best
interests of the Company and therefore, Members are requested to
consider their re-appointment as
Statutory Auditors of the Company from the conclusion of ensuing Annual
General Meeting till next Annual General Meeting at remuneration as may
be decided by the Board.
Auditors'' Report:
The Auditors Report to the shareholders does not contain any
qualifications hence does not require any comments on the same. A
company, whose securities are listed on the Stock Exchanges, is
compulsorily required to follow the accounting standards prescribed by
the Institute of Chartered Accountants of India.
Establishment Of Vigil Mechanism:
As per the provisions of section 77 of Companies Act, 2013 and as per
amendment in the Clause 49 of Listing Agreement, your Company has
started working on formulation of Vigil Mechanism/Whistle Blower Policy
to provide appropriate avenues to the employees to bring to the
attention of the management any issue which is perceived to be in
violation of or in conflict with the fundamental business principals of
the Company.
Voting Through Electronic Means:
Pursuant to section 108 of the Companies Act, 2013 and Clause 35B of
the amended Listing Agreement, your Company is taking necessary steps
to make available the facility provide to its members the facility to
exercise their right to vote by Electronic means for the transactions
which require approval through Postal Ballot. The Company has an
agreement with the CDSL for e-voting facilities. This facility will be
made available to all the members in financial year 2014-15.
Acknowledgment:
The Directors wish to express their appreciation of the continued
support of the financial institutions, banks, government authorities,
customers, vendors, members and other stakeholders during the year
under review. The Directors also wish to thank employees at all levels
for their contribution and co-operation throughout the year.
By Order of the Board of Directors
Sd/- Sd/-
Kamal Poddar Arunkumar Poddar
(Managing Director) (Director)
DIN: 01518700 DIN: 02819581
Place: Mumbai
Date: August 14, 2014
Mar 31, 2012
The Directors have pleasure in presenting the Twentieth Annual Report
on the business and operations of the Company together with the audited
statement of accounts for the year ended March 31, 2012
Financial Highlights:
A snapshot of the standalone financial performance summary of Choice
Infra Ventures Limited for the year 2011-12 summarized below:
(Rs. in Lacs)
Particulars Year Ended
31.03.2012 Year Ended
31.03.2011
Total Income 483.43 33.25
Total Expenditure 438.15 28.40
Profit Before Tax 45.28 4.85
Provision for Tax 13.99 1.06
Profit After Tax 31.29 3.80
Add : Surplus brought forward during
the year 26.99 23.19
Profit available for Appropriations 58.28 26.99
Appropriations: Nil Nil
Surplus carried forward 58.28 26.99
Results of Operations:-
Fiscal 2012 was a year of new explorations for us. The global economic
climate posed several challenges, but we made the best use of our
resources and abilities for growth. The overall performance for the
year spelled growth, both for us and for our clients. The total income
of the company has increased from Rs. 3,325,084 in FY 2010-11 to Rs.
48,342,824 in FY 2011-12.
Dividend:
In order to conserve the resources, your Directors did not recommend
any dividend for the year ended March 31, 2012.
Deferred Tax:
In terms of Accounting Standard on 'Accounting for Taxes on Income '(AS
-22) a sum of Rs. 1.58 Lacs has been debited from the Profit & Loss
Account being Deferred Tax Liability for the year under review.
Public Deposits and Loans/Advances:
During 2011-12, Your Company has not accepted any deposits from the
public within meaning of Section 58A of the Companies Act, 1956.
Pursuant to Clause 32 of the Listing Agreement, the particulars of
loans/advances given to subsidiaries have been disclosed in the Annual
Accounts of the Company.
Increase in Share Capital:
During the year under review, the company has issued 1,00,00,000
warrants convertible into equity shares of Rs. 10 each at a price of Rs. 24
to promoters and others under the SEBI (ICDR) Regulations, 2009 on
preferential basis. On October 1, 2011 the promoters and others had
been allotted equity shares on conversion of warrants. Due to this, the
outstanding issued, subscribed and paid up equity share capital
increased from Rs. 5,12,76,000 to Rs. 15,12,76,000 as at March 31, 2012.
Change in Registered Office:
During the year, your Company has shifted its registered office from
202, Chartered House, Dr. C.H. Street, Marine Lines, Mumbai - 400 002
to Shree Shakambhari Coporate Park, Plot No. 156-158, Chakravarti Ashok
Society, J. B. Nagar, Andheri (East), Mumbai - 400 099 w.e.f. October
06, 2011.
Change in the Name of the Company:
The Board at their meeting held on May 07, 2011 approved the change of
name to 'Choice Infra Ventures Limited' and subsequently it was also
approved by the shareholders vide Special Resolution passed in the
Annual General Meeting of the Company held on June 06, 2011.
The name of the Company has been changed to M/s Choice Infra Ventures
Limited w.e.f July 6, 2011 vide certificate of incorporation issued by
ROC. The new name of the Company reflects the new business of the
Company.
Acquisition of Choice Realty Private Limited:
During the year under review, the Company has acquired 52.38% of equity
shares of Choice Realty Private Limited in July 2011. Consequently, M/s
Choice Realty Private Limited is now the Subsidiary of the Company
pursuant to Section 370 of Companies Act, 1956.
As required under the provisions of Section 212 of the Companies Act,
1956, a statement of the holding company's interest in the subsidiary
companies is attached as and form part of this report.
In view of the general exemption granted by Central Government, vide
MCA circular No.2/2011 dated 8th February, 2011 under Section 212(8) of
the Companies Act, 1956, the required disclosures in respect of
subsidiary companies are not enclosed along with this Report. However,
we undertake that annual accounts of the subsidiary companies and the
related detailed information shall be made available to shareholders of
the holding and subsidiary companies seeking such information at any
point of time. The annual accounts of the subsidiary companies shall
also be kept for inspection by any shareholders in the Registered
Office of the company and of the subsidiary companies concerned.
Directors:
Following are the changes in the Directors of the company since the
last Annual General Meeting of the Company held on June 6,2011 :-
- CA. Govind Patodia, Mr. Sanwarmal Jangid, Mr. Chandrakant Patil,
Mr. Anil N Nairi were appointed as Directors of the Company at the 19th
Annual General Meeting held on June 06, 2011.
- Mr. Chandrakant D Patil retires by rotation and does not offer
himself for reappointment. The Board of Directors of the Company
acknowledges the contribution made by him in the growth of the Company,
during his tenure as a Director of the Company.
- Mr. Anil N Nairi retires by rotation and does not offer himself for
reappointment. The Board of Directors of the Company acknowledges the
contribution made by him in the growth of the Company, during his
tenure as a Director of the Company.
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directors' Responsibility Statement, it is hereby confirmed
that:
i. In the preparation of the annual accounts for the financial year
ended March 31, 2012, the applicable accounting standards have been
followed and that there are no material departures from the same;
ii. The Directors have been selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31,2012, and of profit of the
Company for the said period.
iii. The Directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for detecting fraud and
other irregularities; and
iv. The Directors have prepared the accounts for the financial year
ended March 31, 2012 on a 'going concern' basis.
Appointment of Company Secretary and Compliance Officer:
Mr. Sandeep Likhamania, possessing the required qualification, was
appointed as the Company Secretary and Compliance Officer of the
Company w.e.f. February 7, 2012.
AUDITORS:
M/s. A. P. Sanzgiri & Co., Chartered Accountants, the Statutory Auditor
of the company will retire at the conclusion of the ensuing Annual
General Meeting and they have expressed his unwillingness to be
reappointed as an auditor. In this regard the company has received a
notice from a shareholder proposing the name of M/s Agarwal Desai &
Shah
Chartered Accountants, as auditor in place of M/s. A. P. Sanzgiri &
Co., Chartered Accountants. Members may consider the appointment of M/s
Agarwal Desai & Shah, Chartered Accountants as Statutory Auditors of
the Company from the conclusion of ensuing Annual General Meeting to
the conclusion of next Annual General Meeting.
AUDITORS' REPORT:
The Auditors Report to the shareholders does not contain any
qualifications hence does not require any comments on the same. A
company, whose securities are listed on the Stock Exchanges, is
compulsorily required to follow the accounting standards prescribed by
the Institute of Chartered Accountants of India.
LISTING OF SHARES
The Equity Shares of your Company are listed on the Bombay Stock
Exchange Limited.
PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration more than prescribed under
Section 217(2A) of the Companies Act, 1956.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the
company, Rules 2A and 2B of the companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 concerning conservation
of energy and technology absorption respectively are not applicable to
the company.
Further, there were no foreign exchange earnings or outgo during the
year under review.
CORPORATE GOVERNANCE REPORT
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance. A report on the
corporate governance practices, the Auditors' Certificate on compliance
of mandatory requirements thereof and Management Discussion and
Analysis are given as an annexure to this report.
We have documented our internal policies on corporate governance. In
line with the committee's recommendations, the Management's discussion
and analysis of the financial position of the Company is provided in
this Annual Report.
GREEN INITIATIVE
The Ministry of Corporate Affairs Government of India, through its
Circular Nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29,
2011 respectively has allowed companies to send the annual reports and
other official documents to their shareholders electronically as part
of its green initiatives in Corporate, provided the e-mail address of
the shareholder is obtained by the Company from the shareholders.
This move by the Ministry will benefit the society at large through
reduction in paper consumption and contribution towards a Greener
Environment. It will also ensure prompt receipt of communication and
avoid loss in postal transit. Keeping in view the above, your Company
proposes to send documents such as the Notice of the Annual General
Meeting, Audited Financial Statements, Directors' Report, Auditors'
Report, etc., henceforth to the shareholders in Electronic Form, to the
e-mail address provided by them and/or made available to the Company by
the Depositories.
The Company solicits active cooperation of shareholders in helping the
Company to implement the e-governance initiatives of the Government
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors, members and other
stakeholders during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed
services by the employees of the Company. We look forward to continued
support of all these partners in progress.
By Order of the Board of Directors
Sd/-
Place: Mumbai Govind Patodia
Date: August 6, 2012 Director
Mar 31, 2011
The Directors have the pleasure in presenting the Nineteenth Annual
Report on the business and operations of the Company together with the
audited statement of accounts for the year ended March 31,2011
Performance of the Company (Rs in Lakhs)
Particulars Year Ended as on Year Ended as on
31.03.2011 31.03.2010
Total Income 33.25 27.11
Total Expenditure 28.40 19.85
Profit Before Tax 4.85 7.26
Provision for Tax 1.06 2.25
Profit After Tax 3.80 5.32
Add: Surplus brought forward
during the year 23.19 17.88
Profit available for Appropriations 26.99 23.20
Appropriations: Nil Nil
Surplus carried forward 26.99 23.20
Results of Operations:
Fiscal 2011 was a year of new explorations for us. The global economic
climate posed several challenges, but we made the best use of our
resources and abilities for growth. The overall performance for the
year spelled growth, both for us and for our clients. The revenues of
the company have registered a growth at 22.51% higher as compared to
previous year. Your company has entered into a new business segment
namely Real Estate which has contributed nearly 61.04% of the total
revenues.
Deferred Tax
In terms of Accounting Standard on Accounting for Taxes on Income (AS
-22) a sum of Rs 0.27 lakhs has been credited to the Profit & Loss
Account being Deferred Tax Asset for the year under review.
Dividend
In order to conserve the resources, Your Directors did not recommend
dividend for the year ended March 31,2011.
Management Discussion and Analysis
Statements made in this Management Discussion and Analysis contain
certain forward looking statements based on various assumptions on the
Companys present and future business strategies and the environment in
which it operates. Actual results may vary significantly from the
forward looking statements contained in this document due to various
risks and uncertainties. These risks and uncertainties include the
effect of economic and political conditions in India, new government
regulations and policies that may impact the Companys business as well
as its ability to implement the strategy. The information contained
herein is as of the date referred and the Company does not undertake
any obligation to update these statements.
A. Industry structure and developments
The overall growth of Gross Domestic Product (GDP) at factor cost at
constant prices of Indian Economy, as per Advance Estimates, was 8.6
per cent in 2010-11 representing an increase from the revised growth of
8.0 per cent during 2009-10, according to the Advance Estimate (AE) of
Central Statistics Office (CSO).
Changing economic and business conditions and rapid technological
innovation are creating an increasingly competitive market environment
that is driving corporations to transform their operations. Consumers
of products and services are increasingly demanding accelerated
delivery times and lower prices.
The role of technology has evolved from supporting corporations to
transforming them. There is an increasing need for highly skilled
technology professionals in the markets in which we operate. At the
same time, corporations are reluctant to expand their internal IT
departments and increase costs. Infrastructure development, especially
in emerging and middle-income economies, has become a prominent
development issue, to the point where the current lack of
infrastructure worldwide is a primary roadblock to further economic
growth. Without sufficient power, water and transportation
infrastructure, a host of interrelated issues arise.
There are two sides to the financial equation that governs
infrastructure development. On the one hand are the infrastructure
providers, which include power and water utilities, ports and airport
operators, and authorities responsible for roads and railroads.
Infrastructure providers typically invest substantial amounts of
capital up-front in various infrastructure projects and then receive a
return on their investment over a protracted period of time. Government
infrastructure operators typically make investment and recoup their
investments by other means, including higher tax revenues generated by
the economic growth that sound infrastructure supports.
On the other hand there are the builders. The builders represent
various types of market participants that together constitute the
entire chain of project development, starting with engineering
companies and ending with producers of key raw materials. The builders
are the beneficiaries of the "up-front" spend on an infrastructure
project and have little ongoing financial participation in the project,
except as it pertains to maintenance
The output of Indias six core infrastructure industries, which account
for 26.68 per cent of the countrys total industrial output, grew by
7.1 per cent year-on-year (y-o-y) in January 2011, on account of
healthy production of crude oil, petroleum refinery products and
electricity, according to the data released by the
Ministry of Finance, Department of Economic Affairs. A number of
initiatives were taken in the course of the Eleventh Plan to accelerate
the pace of investment in infrastructure. In particular, the government
has taken several initiatives for standardizing the documents and
processes for structuring and award of PPP projects in a transparent
and competitive manner.
The government increased the allocation for infrastructure spending
during 2011-12 by 23.3 percent to Rs 2.14 lakh crore in the Union
Budget 2011-12.The increase in budgetary allocation for various
infrastructure building activities will provide numerous order booking
opportunities for the companies. At the same time, the move to boost
funding avenues for infrastructure companies through the introduction
of various financing schemes will help companies in the speedy and
timely execution of infrastructure projects.
The continued thrust on infrastructure creation in the Union Budget
2011-12 is expected to ensure a steady stream of order inflows for
construction companies. The Industry is expected to report a healthy
growth in the coming years as well. Greater emphasis on timely
execution of infrastructure projects and robust order books of
companies will help the industry to continue the growth trajectory.
During 2011-12 and 2012-13, the industry sales are expected to be 22.1
% and 20.2 %, respectively
Outlook
Overall, the outlook for the Engineering and Construction business
remains good owing to a robust order book. The Governments commitment
to revitalize the economic scenario through investment in
infrastructure provides immense scope and opportunities to the
business.
Looking at the enormous business potential in the infrastructure, real
estate and construction industry the Board of Directors have come up
with a proposal to enter into this market. The company has already made
an entry into the real estate market in the fiscal 2010-11 and has been
able to achieve good profit margins on the same. Thus, the Board has
proposed to change the business activity from information technology
and IT enabled services to infrastructure and allied services.
The Board of Directors has put the resolution for the change in the
main activity for approval of the shareholders through postal ballot
notice dated May 7,2011. Further to reflect the true nature of
business, the Board has decided to change the name of the company from
"ZENUINFOTEC LIMITED" to "CHOICE INFRA VENTURES LIMITED".
The Board has also inducted new Directors having expertise in the field
of this business segment. Further the company has proposed to issue
warrants convertible into equity shares to meet the financing needs of
the long term projects and working capital requirements of the
business. The details of all the above proposed plans have been laid in
the Notice of Annual General Meeting for your approval.
Key Risks and its Management
The goal of Risk management is to improve the quality and consistency
of the Companys earnings from the financing business and to minimize
losses. This is achieved by identifying risk and controlling it at the
earliest
Internal Controls and their Adequacy
Your Company has adequate internal control systems for business
processes across various profit and cost centers, with regard to
efficiency of operations, financial reporting, compliance with
applicable laws and regulations etc.
Clearly defined roles and responsibilities for all managerial positions
have been institutionalized. The Audit Committee of the Board of
Directors actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements.
The Management Information System (MIS) is the backbone of your
Companys control mechanism. All operating parameters are monitored and
controlled regularly. Any material change in the business outlook is
reported to the Board of Directors. Material deviations from the annual
planning and budgeting, if any, are reported on a quarterly basis to
the Board of Directors. An effective budgetary control on all capital
expenditure ensures that actual spending is in line with the capital
budget.
Human Resources
Your Company believes that its human resources are its greatest wealth.
This intellectual resource is integral to the Companys ongoing
operations and enables the Company to deliver superior performance year
after year. Therefore, it is the endeavour of your Company to nurture
and develop this wealth.
Corporate Social Responsibility
An Internal Environment Policy was finalized by Zenu Infotec Limited
with a view to monitoring and minimizing the carbon footprint through
resource efficiency and conservation.
Directors
Following are the changes in the Directorate of the company:-
- Mr. Devendra Deshmukh, Mr. Ashish Gupta, Mr. Amol Pande, Mr. Hasmukh
Mehta and Mr.AnilGoyal were appointed as Directors of the Company at
the 18th Annual General Meeting of the Company held on September
30,2010.
- Mr. Kan Singh was appointed as the Additional Director of the Company
at the Board Meeting held on December 31,2010
- Mr. Padamchand Dhoot and Mr. Pankaj Dhoot have resigned from the
Board w.e.f. December 31,2010. The Board places on record its sincere
appreciation of the valuable services rendered by them during their
tenure.
- Mr. Hasmukh Mehta retires by rotation and being eligible, offers for
re-appointment. Pursuant to clause 49(g) (1) of the Listing Agreement
with the Stock Exchanges, brief resume of the Directors being
reappointed has been provided in the Notice convening the Annual
General Meeting.
- Mr. Govind Patodia, Mr. Sanwarmal Jangid, Mr. Chandrakant D Patil,
Mr. Anil N Nairi were appointed as Additional Directors of the Company
at the Board Meeting held on May 7,2011, holds office till the ensuing
Annual General Meeting and being eligible , offers themselves for
appointment at the ensuing Annual General Meeting.
Resolutions seeking your approval for the appointment of Mr. Govind
Patodia, Mr. Sanwarmal Jangid, Mr. Chandrakant D Patil, Mr. Anil N
Nairi have been incorporated in the Notice of the forthcoming Annual
General Meeting along with brief about them.
Appointment of Compliance Officer
Mr. ChandrakantD.Patil was appointed as the Compliance Officer of the
Company with effect from May 7,2011
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directors Responsibility Statement, it is hereby confirmed
that:
i. In the preparation of the annual accounts for the financial year
ended March 31,2011,the applicable accounting standards have been
followed and that there are no material departures from the same;
ii. The Directors have been selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31,2011, and of profit of the
Company for the said period.
iii. The Directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for detecting fraud and
other irregularities; and
iv. The Directors have prepared the accounts for the financial year
ended March 31,2011 on agoing concernbasis.
Auditors
The auditors, M/s A. P. Sanzgiri & Co, Chartered Accountants, hold
office until the conclusion of the ensuing Annual General Meeting and
are eligible for re-appointment.
The company has received letters from all of them to the effect their
reappointed, if made, would be within the prescribed limits under
Section 224(IB) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of Section 226 of the
Said Act.
Auditors Report
The Auditors Report to the shareholders does not contain any
qualifications hence does not require any comments on the same. A
company, whose securities are listed on the Stock Exchanges, is
compulsorily required to follow the accounting standards prescribed by
the Institute of Chartered Accountants of India.
Listing of Shares
The Equity Shares of your Company are listed on the Bombay Stock
Exchange Limited.
Public Deposits
During 2010-11, Your Company has not accepted any deposits from the
public within meaning of Section 58A of the Companies Act, 1956.
Particulars of Employees
There were no employees drawing remuneration more than prescribed under
Section 217(2A) of the Companies Act, 1956.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
In view of the nature of activities which are being carried on by the
company, Rules 2A and 2B of the companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 concerning conservation
of energy and technology absorption respectively are not applicable to
the company.
Further, there were no foreign exchange earnings or outgo during the
year under review.
Corporate Governance
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance. A report on the
corporate governance practices, the Auditors Certificate on compliance
of mandatory requirements thereof and Management Discussion and
Analysis are given as an annexure to this report.
We have documented our internal policies on corporate governance. In
line with the committees recommendations, the Managements discussion
and analysis of the financial position of the Company is provided in
this Annual Report.
Acknowledgement
Your Directors would like to express their appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors, members and other
stakeholders during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed
services by the employees of the Company. We look forward to continued
support of all these partners in progress.
For and On behalf of the Board of Directors
Sd/-
Govind Patodia
Director
Mumbai, May 7, 2011
Mar 31, 2010
If the events of the last two years have brought us face to face with
one reality, it is that enterprises need to be made future-proof. Even
if the worst of times is behind us, the best of times will be ours only
if we can seize the right opportunities.
We hope to see you in a better tomorrow.
The Directors have the pleasure in presenting the Eighteenth Annual
Report on the business and operations of the Company together with the
audited statement of accounts for the year ended March 31, 2010.
Performance of the Company
Fiscal 2010 was a tough year for the industry. The economic environment
became challenging in all the major markets where we operated.
Our consolidated revenues for fiscal 2010 stood at Rs. 27.11 Lacs, as
compared to Rs. 33.53 Lacs in 2008-09. The profit after tax and
exceptional item for the year stood at Rs. 5.32 Lacs, as compared to
Rs. 8.62 Lacs in 2008-09.
Closing a challenging year, we raise a toast to all our stakeholders
who have always stood by us: You, our shareholders, clients, partners
and employees. We thank you for your continued support and look forward
to the same in the future.
Dividend
In order to conserve the resources, Your Director s did not recommend
dividend for the year ended March 31, 2010.
Public Deposits
During 2009-10, Your Company has not accepted any de posits from the
public within meaning of Section 58A of the Companies Act, 1956.
Change in Registered Office
During the year your company has shifted its registered office from :
Shop No.4, Prathmesh Leela, New Link Road, Opp. Don Bosco School,
Borivali (West), Mumbai to 202, Chartered House, Dr. C. H. Street,
Marine Lines, Mumbai - 400002.
Listing of Shares
The Equity Shares of your Company are listed on the Bombay Stock
Exchange Limited.
Directors
Following are the changes in the Directors of the company:- - Mr. Kamal
Poddar was appointed as nominee director of Choice International
Limited at the Board Meeting held on February 16, 2010.
- Mr. Devendra Deshmukh, Mr. Ashish Gupta and Mr. Amol Pande were
appointed as additional directors of the Company at the Board Meeting
held on February 16, 2010.
- Mr. Rameshwar Modi and Mr. Ramawatar Shekhawat has resigned from the
Board of Directors w.e.f. April 15, 2010. The Board places on record
its sincere appreciation of the valuable services rendered by them
during their tenure as the Director of the Company.
- Mr. Hasmukh Mehta and Mr. Anil Goya l, were appointed as Additional
Directors of the Company at the Board meeting held on April 15, 2010.
- Mr. Pankaj Dhoot retires by rotation and being eligible, offers for
re-appointment. Pursuant to clause 49(g) (1) of the Listing Agreement
with the Stock Exchanges, brief resume of the Directors being
reappointed has been provided in the Notice convening the Annual
General Meeting.
Auditors Report
The Auditors Report to the shareholders does not contain any
qualifications hence does not require any comments on the same. A
company, whose securities are listed on the Stock Exchanges, is
compulsorily required to follow the accounting standards prescribed by
the Institute of Chartered Accountants of India.
Auditors
M/s. Shyam C. Agarwal & Co., Chartered Accountants, the Statutory
Auditor of the company will retire at the conclusion of the ensuing
Annual General Meeting and they have expressed his unwillingness to be
reappointed as an auditor. In this regard the company has received a
notice from a shareholder proposing the name of M/s. A. P. Sanzgiri &
Co. Chartered Accountants, as auditor in place of M/s. Shyam C. Agarwal
& Co., Chartered Accountants. Members may consider the appointment of
M/s. A. P. Sanzgiri & Co., Char tered Accountants as Statutory Auditors
of the Company from the conclusion of ensuing Annual General Meeting to
the conclusion of next Annual General Meeting.
Particulars of Employees
There were no employees drawing remuneration more than prescribed under
Section 217(2A) of the Companies Act, 1956.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
In view of the nature of activities which are being carried on by the
company, Rules 2A and 2B of the companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 concerning conservation
of energy and technology absorption respectively are not applicable to
the company.
Further, there were no foreign exchange earnings or outgo during the
year under review.
Corporate Governance
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance. A report on the
corporate governance practices, the Auditors Certificate on compliance
of mandatory requirements thereof and Management Discussion and
Analysis are given as an annexure to this report.
We have documented our internal policies on corporate governance. In
line with the committees recommendations, the Managements discussion
and analysis of the financial position of the Company is provided in
this Annual Report.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to the Directors Responsibility Statement, it is hereby confirmed
that:
i. In the preparation of the annual accounts for the financial year
ended March 31, 2010,the applicable accounting standards have been
followed and that there are no material departures from the same;
ii. The Directors have been selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31,2010, and of profit of the
Company for the said period.
iii. The Directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for detecting fraud and
other irregularities; and
iv. The Directors have prepared the accounts for the financial year
ended March 31, 2010 on a Ãgoing concern basis.
Acknowledgement
The Board of Directors wishes to place on record appreciation for the
continued support and co-operation extended by Banks, Securities and
Exchange Board of India, the Reserve Bank of India, the Stock
Exchanges, other government authorities and other stakeholders. Your
Directors would also like to take this opportunity to express their
appreciation for the dedicated efforts of the employees of the Company.
We look forward to continued support of all these partners in progress.
On behalf of the Board of Directors
Sd/-
Mumbai, Padamchand Dhoot
September 2, 2010 Managing Director
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