East Buildtech Ltd
Directors Reports
To
To the Members,
The Directors are pleased to present their 36th Annual Report along with the
audited accounts of the Company for the year ended on 31s* March, 2020.
FINANCIAL PERFORMANCE :
The Company's financial performance for the year ended on 31st March, 2020
is summarized below:
(Rs. in Lakhs)
| Particulars |
2019-20 |
2018-19 |
| Total Revenue including other income |
21.56 |
27.39 |
| Total Expenses |
43.71 |
38.95 |
| Profit / (Loss) before Tax |
(22.15) |
(11.56) |
| Profit / (Loss) after Tax |
(17.20) |
(8.55) |
| Total Comprehensive Income / (Loss) |
(16.78) |
(8.40) |
Performance Overview
The Total Revenue including other income of the Company stood at Rs.21.56 Lakhs in
2019-20 as against Rs.27.39 Lakhs in 2018-19.The Company posted loss after tax of
Rs.(17.20) Lakhs in 2019-20 against loss of Rs. (8.55) 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
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 2019-20.
Reserves
The reserve for the financial year of Rs. 2019-20 showing in the balance sheet is Rs.
445.12 Lakhs as against Rs. 461.91 Lakhs in previous financial year.
Public Deposits
During the F.Y. 2019-20, 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 Certihcate on Corporate Governance provided by Practicing
Company Secretaries.
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.
19,50,000/- (Rupees Nineteen Lakh Fifty Thousand Only) on interest @ 9.50% per annum from
Mr. Madhusudan Chokhani, Managing Director of the Company due to meeting funding
requirements of the company repayable at the end of 5 years from the date of its receipt.
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. Further, during the
year under review, the company has also taken an unsecured loan from M/s. Kesri
Investments Limited, a Non-Banking Financial Company (NBFC) of Rs. 10,00,000 (Rs. Ten Lakh
Only) on interest @ 10.50% P.A. due to meeting funding requirements of the company
repayable at the end of 5 years from the date of its receipt.
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 (Independent Director) and 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 ^nancial
year 2019-20.
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 Ofhcer. 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 ofaccounting policies in line with applicable accounting standards.
• Proper recording oftransactionswith 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 2019-20, 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 conhrming 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 orderwas passed by Regulators or Courts or Tribunals during
the year under review impacting the going concern status of your Company.
Changes in Directors and Key Managerial Personnel Appointments and Resignations
During the financial year 2019-20, No appointment of directors were made out and the
composition is intact as of previous year.There was no director who has resigned from the
office during the period.
However, Mrs. Prerna Bajaj has tendered his resignation due to her personal reasons
from the position of Company Secretary and Compliance Officer (Key Managerial Personnel)
of the Company with effect from 10th June, 2019. The Company has accepted his
resignation and relieved her from responsibilities with effective from closing of business
hours on 10*h June, 2019.
Further, the Board of Directors of the Company at its meeting held on 1s*
October, 2019 has considered and approved the appointment of Ms. Richa Malhotra (ACS-
56034) as Company Secretary cum Compliance Officer (Key Managerial Personnel) of the
Company with effect from 1s* October, 2019.
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. Composition of Key Managerial Personnel
(KMP) Pursuant to the provisions of Section 203 of the Act, during the financial year
2019-20, the Company has the following KMPs:
| Name |
Designation |
| 1. Mr. Madhusudan Chokhani |
Managing Director |
| 2. Mr. Satendra Singh |
Chief Financial Officer |
| 3. Mrs. Prerna Bajaj (*) |
Company Secretary cum Compliance Officer |
| 4. Ms. Richa Malhotra (**) |
Company Secretary cum Compliance Officer |
(*) Resigned with effect from 10‘h June, 2019.
(**) Appointed with effect from 1s* October, 2019.
Number of meetings of Board of Directors
During the year 2019-20, Five Board Meetings were convened and held. Details of the
same are given in the Corporate Governance Report which forms part of this report. The
intervening gap between any two meetings was within the period prescribed under the Act
and the Listing Regulations.
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 judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit 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 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 2019-20
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 specihed by the Centrai
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 2019. 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 2019-20 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 is not applicable on the Company.
Technology absorption, adoption & innovation
There is no Technology absorption, adoption & innovation in the Financial Year
2019-20 by the Company.
Foreign Exchange Earnings & outgo
|
Current Year (2019-20) |
Previous Year (201 8-1 9) |
| 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 35*h Annual General Meeting of the Company to hold ofhce
till conclusion of 40th Annual General Meeting.The Audit Committee and Board of
Directors of the Company has recommended the ratihcation of appointment of M/s. B. K.
Shroff & Co., Chartered Accountants (Firm Registration No. 302166E) for the current
financial year 2020-21.
The Company has received a letter from them to the effect that their re-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 conhrmed that they hold a valid
certihcate 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 qualihcations,
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 |
| Place : New Delhi |
(Chairman) |
| Date : 18-08-2020 |
DIN No. 00307234 |