East Buildtech Ltd
Directors Reports
To
To the Members,
The Directors are pleased to present their 34th Report along with the audited accounts
of the Company for the year ended 31st March, 2018.
FINANCIAL PERFORMANCE :
The Company's financial performance for the year ended 31st March, 2018 is summarized
below:
| Particulars |
2017-18 |
2016-17 |
| Total Revenue |
116.33 |
100.91 |
| Total Expenses |
51.87 |
100.01 |
| Profit / (Loss) before Tax |
64.46 |
0.09 |
| Profit / (Loss) after Tax |
45.86 |
(1.82) |
Performance Overview
The Total Revenue including other income of the Company stood at Rs. 116.33 lacs in
2017-18 as against Rs. 100.91 Lacs in 2016-17. The Company posted a profit after tax of
Rs. 45.86 Lacs in 2017-18 against loss of Rs. (1.82) in the previous year.
During the year under review, there has been no change in the nature of business of the
Company.
Further, no material changes and commitments have occurred between the end of the
financial year and the date of the report affecting the financial position of the Company.
Subsidiaries and Associates
Company doesn't have any Subsidiaries or Associates Company.
Material Subsidiaries
Pursuant to Regulation 24 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to
formulate a policy for determining material subsidiaries but the same Clause is not
applicable on Company as Company doesn't have any Subsidiary Company.
Management Discussion and Analysis
A separate chapter on Management Discussion and Analysis is given in this Annual
Report.
Dividend
Considering the facts and prevailing circumstances, your Directors have not recommended
any dividend for the financial year 2017-18
Reserves
The reserve for the financial year of Rs. 2017-18 showing in the balance sheet is Rs.
470.31 Lacs as against Rs. 424.77 lacs in previous financial year.
Public Deposits
During the F.Y. 2017-18, your Company has not accepted any deposits within the meaning
of Section 73 and 76 Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 and as such no amount of principal or interest was outstanding as on date of
the Balance Sheet.
Corporate Governance
A separate report on Corporate Governance along with the General Shareholders
Information, as prescribed under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is annexed as a part of the
Annual Report along with the Auditor's Certificate on Corporate Governance.
Extract of Annual Return
The details forming part of the extract of the Annual Return in the Form MGT-9, in
accordance with Section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, are set out herewith as "Annexure
A" to this report.
Particulars of loans, guarantees or investments
The Company has not given any loans or guarantee or investment under the provision of
section 186 of the Companies Act, 2013.
Meetings of the Board and Committees
The details in respect to the number of Board and Committees meetings of your Company
are set out in the Corporate Governance Report which forms part of this Report.
Audit Committee
Pursuant to the provisions of section 177 of Companies Act, 2013 your Company Audit
Committee consisting of requisite number of Independent Directors - Mr. Shiv Kumar
Mandelia as Chairman, Mr. Madhusudan Chokhani and Mrs. Lakshmi Devi Chokhani as members
Board of Directors of the Company duly accepted the recommendations of Audit Committee
made during financial year 2017-18.
Vigil Mechanism
The Company established a Vigil Mechanism/ Whistle Blower Policy. The purpose of this
mechanism is to provide a framework to report concerns about unethical behavior, actual or
suspected fraud or violation of the Company's code of conduct or ethics policy and provide
adequate safeguards against victimization of the person availing this mechanism. This
Policy has been appropriately communicated within the organization and is effectively
operational. The policy provides mechanism whereby whistle blower may send protected
disclosures directly to the Chairman of Audit Committee or Ethics Officer.
Risk Management As per the requirement of Regulation 17 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
company laid down the procedures to inform Board members about the risk assessment and
minimization procedures and the Board was responsible for framing, implementing and
monitoring the risk management plan for the company. The Company has developed and
implemented a Risk Management Policy to identify and mitigate key risks that may threaten
the existence of the Company.
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference to
financial statements. Such system has been designed to provide for :
• Adoption of accounting policies in line with applicable accounting standards.
• Proper recording of transactions with internal checks and reporting mechanism.
• Compliance with applicable statutes, policies, management policies and
procedures.
The management of your Company periodically reviews the financial performance against
the approved plans across various parameters and takes necessary action, wherever
necessary.
FRAUD REPORTED BY AUDITOR
There was no fraud by the Company during the financial year 2017-18, which has been
noticed (or) reported during the course of our Audit by the Auditors under section 12 of
section 143 of Companies Act, 2013.
Declaration of Independence
Your Company received declaration from all the Independent Directors confirming that
they meet the criteria of Independence as prescribed under the provisions of Companies
Act, 2013 read with the Schedules and Rules made there under as well as Regulation 25
& 26 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of the familiarization programme for the
Independent Directors have been uploaded on the website of the Company and may be accessed
through the link:
http://www.ebl.co.in/EBL/Policy/Familiarisation_Programme%20for%20Independent%20Directors.pdf
Details of Significant and material orders passed by the Regulators or Courts or
Tribunals impacting going concern status and Company's operation in future.
No significant and material order was passed by Regulators or Courts or Tribunals
during the year under review impacting the going concern status of your Company.
Directors and Key Managerial Personnel
Appointments
During the financial year 2017-18, No appointment were made out and the composition is
intact as of previous year. However regulirasition of Mr. Madhusudan Agarwal has been done
at the annual general meeting held at 29th September, 2017.
In accordance with the provisions of Section 149, 152 and other applicable provisions,
if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014, Mr. Madhusudan Agarwal is liable to retire by rotation at the
forthcoming Annual General Meeting.
Resignations
There is no director and key managerial person who has resigned from the office during
the period 2017-18.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c), the Directors hereby state and confirm that :
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Statement indicating the manner in which formal annual evaluation has been done
In terms of provisions of Companies Act, 2013 and Regulation 17 Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board has carried out the annual evaluation of its own performance and that of its
Directors individually. The evaluation criteria as laid down by the Nomination &
Remuneration Committee included various aspects of the functioning of Board such as
composition, process & procedures including adequate & timely information,
attendance, delegation of responsibilities, decision-making; roles & responsibilities
including monitoring, benchmarking, feedback; stakeholder relationship and committees.
The performance of individual Directors including the Chairman was evaluated on various
parameters such as knowledge & experience, interest of stakeholders, time devoted etc.
The evaluation process has been explained in the Corporate Governance Report of the Annual
Report. The evaluation of Independent Directors was based on aspects like participation in
& contribution to the Board decisions, knowledge & experience and judgment.
The Company recognizes and embraces the importance of diversity in the Board in its
success. We believe that a truly diverse Board will leverage difference in thought,
perspective, knowledge, skill, regional and industry experience, culture and geographical
background, age, ethnicity which will help us retain our competitive advantage.
COMPANIES CEASED OR BECOME SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE DURING THE YEAR
No Company is either ceased or become subsidiaries, joint ventures or associate Company
during the financial year 2017-18.
Particulars of Remuneration
The information as required in accordance with Section 197(12) of the Companies Act,
2013, read with the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014, as amended is set out in Annexure ‘B' to this Report. However, as per
the provision of Section 136 of the Companies Act, 2013, the Report and the Accounts are
being sent to all members of the Company.
Nomination and Remuneration Policy
The Nomination & Remuneration Policy as approved by the Board on the recommendation
of the Nomination & Remuneration Committee is annexed with this Report as Annexure
"C".
Corporate Social Responsibility
Provision of Section 135 of Companies Act, 2013 is not applicable on the Company hence
there is no requirement to constitute corporate social responsibility (CSR) committee and
corporate social responsibility policy.
Internal Complaints Committee (Anti-Sexual Harassment Policy) –
During the period under review, no complaints were received by the Internal Complaints
Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual
Harassment of Women at Workplace.
Related party transactions
Board has accorded its approval for entering into any related party transactions which
are in the ordinary course of business and at arm's length basis. The Company has
formulated a policy on Related Party Transactions which is available on website of the
Company and can be accessed through the mentioned link http://www.ebl.
co.in/EBL/Policy/Related%20Party%20Policy.pdf.
Moreover shareholders approval has already been accorded in annual general meeting held
in the year 2015.
Related party transactions (Form AOC- 2) pursuant to Section 134 (3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 as entered
by the Company during financial year 2017-18 is annexed herewith as ‘Annexure D' to
this Report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Information as required by Section 134 (3) (m) read with relevant rules of the
Companies Act, 2013, is set out as under:
Conservation of Energy
Provision for Conservation of Energy are not applicable on the Company.
Technology absorption, adoption & innovation
There is no Technology absorption, adoption & innovation in the Financial Year
2017-18 by the Company.
Foreign Exchange Earnings & outgo
|
Current Year |
Previous Year |
|
(2017-18) |
(2016-17) |
| Earnings |
Nil |
Nil |
| Outgo |
Nil |
Nil |
Auditor and Auditor's Report
Statutory Auditors
M/s B.K. Shroff & Co., Chartered Accountants, was appointed as Statutory Auditors
of the Company at the 32nd Annual General Meeting of the Company to hold office till
conclusion of 35thAnnual General Meeting. As required under Regulation 33 SEBI (LODR),
2015, the Auditors have also confirmed that they hold a valid certificate issued by the
Peer Review of the Institute of Chartered Accountants of India.
The Audit Committee and the Board of Directors recommended the ratification of
appointment of M/s B.K. Shroff & Co., Chartered Accountants as the Auditors of the
Company for the current financial year commencing from 1st April, 2018 ending with 31st
March, 2019.
The observations of the Auditors in the Auditor's Report are explained, wherever
necessary, in the appropriate Notes to the Accounts.
Secretarial Auditor
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company has appointed Ms. Sapna Garg, ACS, Company Secretary in Practice and proprietor of
M/S Sapna Garg & Associates., Company Secretaries to conduct the Secretarial Audit of
your Company. The Secretarial Audit Report is annexed herewith as "Annexure E"
to this Report. The Secretarial Audit Report does not contain any qualifications,
reservations or adverse remark.
Acknowledgements
The Board hereby places on record its sincere appreciation for the continued assistance
and support extended to the Company by its collaborators, customers, bankers, vendors,
Government authorities and employees. Your Directors acknowledge with gratitude the
encouragement and support extended by our valued Shareholders.
|
On behalf of the Board of Directors |
|
MADHUSUDAN CHOKHANI |
| Chairman |
|
| DIN No. 00307234 |
|
| Place : New Delhi |
|
| Date : 14th August, 2018 |
|