East Buildtech Ltd
Directors Reports
To
To the Members,
The Directors are pleased to present their 35th Report along with the audited accounts
of the Company for the year ended 31st March, 2019.
FINANCIAL PERFORMANCE : ended The Company's financial
31st March, 2019 is summarized below:
| Particulars |
2018-19 |
2017-18 |
| Total Revenue including other income |
27.39 |
116.33 |
| Total Expenses |
38.95 |
51.87 |
| Profit / (Loss) before Tax |
(11.56) |
64.46 |
| Profit / (Loss) after Tax |
(8.55) |
45.86 |
Performance Overview
The Total Revenue including other income of the Company stood at Rs. 27.39 lakhs in
2018-19 as against Rs.116.33 Lakhs in 2017-18.The Company posted loss after tax of
Rs.(8.55) Lakhs in 2018-19 against profit of Rs. 45.86 Lakhs 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 year and the occurred between the end
of the financial position of the date of the report affecting Company.
Subsidiaries and Associates
The 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 2018-19.
Reserves
The reserve for the financial year of Rs. 2018-19 showing in the balance sheet is Rs.
461.91 Lakhs as against Rs. 470.31 Lakhs in previous financial year.
Public Deposits
During the F.Y. 2018-19, 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.
Borrowings
During the year under review, the company has taken as an unsecured loan of Rs.
13,00,000/- (Rupees Thirteen Lakh Only) on interest @ 9.50% per annum from Mr. Madhusudan
Chokhani, Managing Director of the Company due to meeting funding requirements of the
company. The declaration from Mr. Madhusudan Chokhani has received by the company that
said amount of money has been given out of his own funds and is not being given out of
funds acquired by him through borrowing or accepting loans or deposits from others.
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 and applicable provisions of SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015, the composition of an Audit Committee consisting of
requisite number of Independent Directors and other Directors i.e. Mr. Shiv Kumar
Mandelia-Chairman, Mrs. Lakshmi Devi Chokhani-Member (Independent Directors) and Mr.
Madhusudan
Chokhani-Member (Managing Director). The Board of
Directors of the Company has duly accepted all the recommendations of Audit Committee
made during financial year 2018-19.
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 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 2018-19, 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 thereunder as well as Regulation 25 & 26 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of the familiarization 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%20
for%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 2018-19, No appointment of directors and key managerial
personnels were made out and the composition is intact as of previous year. However,
re-appointment of Mr. Shiv Kumar Mandelia and Mrs. Lakshmi Devi Chokhani as an Independent
Directors and Mr. Madhusudan Chokhani as Managing Director for further period of 5 years
was approved by the members in their previous Annual General Meeting held on 27th
September, 2018.
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.
None of the directors of the Company are disqualified under Section 164 (2) of the
Companies Act, 2013. Your directors have made necessary disclosures as required under
various provisions of the Companies Act, 2013.
Resignations
There is no director and key managerial person who has resigned from the office during
the period 2018-19. After the financial year 2018-19, Mrs. Prerna Bajaj has tendered her
resignation with effect from closing of business hours of 10th day of June, 2019.
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 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 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent
Directors at their meeting without participation of the Non-Independent Directors and
Management, considered/evaluated the Boards' performance, Performance of the Chairman and
other Non-
Independent Directors. The Board subsequently evaluated the performance of Independent
Directors as per the criteria laid down and has recommended their continuation on the
Board of the Company. The working of its Committees
(Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and
Independent Directors (without participation of the Director being evaluated) were also
evaluated. Nomination and Remuneration Committee have laid down the criteria for
performance evaluation of all directors and Directors whose performance are subject to
evaluation have not participated in the meeting.
The evaluation criteria as laid down by the Nomination & Remuneration Committee
included various aspects of the functioning of Board such as composition, process &
procedures including adequate & timely information, attendance, delegation of
responsibilities, decision-making; roles &responsibilities including monitoring,
benchmarking, feedback; stakeholder relationship and committees. The performance of
Individual Directors including the Chairman was evaluated on various parameters such as
knowledge & experience, interest of stakeholders, time devoted etc. The evaluation
process has been explained in the Corporate Governance Report of the Annual Report. The
evaluation of Independent Directors was based on aspects like participation in &
contribution to the Board decisions, knowledge & experience and judgment.
The Company recognizes and embraces the importance of diversity in the Board in its
success. We believe that a truly diverse Board will leverage difference in thought,
perspective, knowledge, skill, regional and industry experience, culture and geographical
background, age, ethnicity which will help us retain our competitive advantage.
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 2018-19.
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.
Maintenance of Cost Records
During the period under review, maintenance of cost records as specified by the Central
Government under sub section (1) of 148 of the Companies Act, 2013 is not required to be
maintained by the company.
Related party transactions
The Board has accorded its approval for entering into any related party transactions
which are in the ordinary course of business and at arm's length basis. The Company has
formulated a policy on Related Party Transactions which is available on website of the
Company and can be accessed through the mentioned link http://www.ebl.
co.in/EBL/Policy/Related%20Party%20Policy.pdf.
Moreover, the shareholders' approval has already been taken 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 2018-19 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
2018-19 by the Company.
Foreign Exchange Earnings & outgo
|
Current Year |
Previous Year |
|
(2018-19) |
(2017-18) |
| 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 35th Annual
General Meeting.The tenure of the auditors will be completed at ensuing annual general
meeting. The Board of Directors on recommendation of Audit Committee has proposed the
appointment of M/s. B. K. Shroff & Co., Chartered Accountants (Firm Registration No.
302166E) for further period of five years in 35th Annual General Meeting till the
conclusion of 40th Annual General Meeting of the Company subject to approval of the
shareholders at every general meeting. The Company has received a letter from them to the
effect that their appointment, if made would be within the prescribed limits under Section
139 of the Companies Act, 2013.
As required under Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 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.
Accounts and Audit
The observations of the Auditors in the Statutory Auditor's Report are explained,
wherever necessary, in the appropriate Notes to the Accounts. Notes to accounts referred
to in the Auditor's Report are self-explanatory and therefore, do not require call for any
further explanation.
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, the
Company has appointed Ms. Sapna Garg, ACS, Practicing Company Secretary and proprietor of
M/s. Sapna Garg & Associates, Company Secretaries to conduct the Secretarial Audit of
the 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 : 9th August, 2019