To the Members,
The Directors are pleased to present their 39th Annual Report along with the
audited accounts of the Company for the year ended on 31st March, 2023.
Financial Performance
The Companys financial performance for the year ended on 31st March, 2023
is summarized below:
(In Lakhs)
| Particulars |
2022-2023 |
2021-2022 |
| Total Revenue including other Income |
45.50 |
59.76 |
| Total Expenses |
40.75 |
56.76 |
| Profit / (Loss) before Tax |
4.75 |
3.00 |
| Profit / (Loss) after Tax |
4.24 |
1.70 |
| Total Comprehensive Income / Loss |
4.24 |
1.71 |
| Earning Per Share |
|
|
| Basic and Diluted (Rs) |
0.23 |
0.09 |
Performance Overview
The Total Revenue including other income of the Company stood at Rs. 45.50 Lakhs in
2022-23 as against Rs.59.76 Lakhs in 2021-22. The Company posted profit after tax of Rs.
4.24 Lakhs in 2022-23 against Rs. 1.71 in the previous year.
During the year under review 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 doesnt 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, Itis required to formulate a
policy for determining material subsidiaries but the same Clause is not applicable on
Company as Company doesnt 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 2022-23.
Reserves
The reserve for the financial year of 2022-23 showing in the balance sheet is Rs.
449.81 Lakhs as against Rs. 445.56 Lakhs in previous financial year.
Public Deposits
During the F.Y. 2022-23, your Company has not accepted any deposits within the meaning
of Section 73 and 76 of the 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 Certificate on Corporate Governance provided by Practicing
Company Secretaries.
Annual Return
The Annual Return of the Company as on March 31, 2023 is available on the Companys
website and can be accessed at www.ebl.co.in
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 an unsecured loan from M/s. Kesri
Investments Private Limited, a Non-Banking Financial Company (NBFC) of Rs. 65,00,000 (Rs.
Sixty Five Lakh) on interest @ 10.50% per annum due to meeting funding requirements of the
company repayable on demand.
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.
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 Companys 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 perthe 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 2022-23, 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 program 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%20lndependent%20Directors.p df
Details of Significant and material orders passed by the Regulators or Courts or
Tribunals impacting going concern status and Companys 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.
Change in Directors and Key Managerial Personnel
Appointments and Resignations
During the financial year 2022-23,Mr. Suresh Kumar Goenka(DIN:00137986)was appointed as
an Independent Director w.e.f. 30thSeptember 2022 who was appointed as
additional Non executive Independent Director on 10th Feb, 2022.
Further during the year, Ms. Aditi Singh, has tendered his resignation w.e.f. 06thApril,
2022 from the position of Company Secretary cum Compliance Officer (Key Managerial
Personnel) and Chief Financial Officer of the Company due to personal reasons and the
Board has accepted her resignation and relieved her from her duties. She was appointed as
Company Secretary cum Chief Financial Officer on 12th August 2021.
On 12th August 2022, Ms. Jyoti Sachdeva was appointed as Company Secretary
and Chief Financial Officer of the Company. Whereas she has also resigned on 18th
March, 2023 from both the position.
On 26th May, 2023, Ms. Yogita was appointed as Company Secretary and Chief Financial
Officer of the Company.
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 Aggarwal 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
2022-23, the Company has the following KMPs:
| S. No. |
Name |
Designation |
| 1. |
Mr. Madhusudan Chokhani |
Managing Director |
| 2. |
Ms. Aditi Singh (*) |
Company Secretary cum Compliance Officer & Chief Financial Officer (CFO) |
| 3. |
Ms. Jyoti Sachdeva (**) |
Company Secretary cum Compliance Officer & Chief Financial Officer (CFO) |
(*) Appointed with effect from 12th August 2021 and resigned on 6th
April 2022.
(**) Ms. Jyoti Sachdeva was appointed on 12th August 2022and resigned on 18thMarch,
2023.
Number of Meetings of Board of Directors
During the year 2022-23, Four 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 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 companyfor 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 NonIndependent 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 2022-23.
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 A 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
"B".
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 arms 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/Policv/Related%20Partv%20Policv.pdf.
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 2022-23 is annexed herewith as Annexure C 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 & innovations
There is no Technology absorption, adoption & innovation in the Financial Year
2022-23 by the Company.
Foreign Exchange Earnings & outgo
|
Current Year (2022-23) |
Previous Year (2021-22) |
| Earnings |
Nil |
Nil |
| Outgo |
Nil |
Nil |
Auditor and Auditors Report:
Statutory Auditors
M/s. B. K. Shroff & Co., Chartered Accountants, was appointed as Statutory Auditors
of the Company at the 35th Annual General Meeting of the Company to hold office
till conclusion of 40th Annual General Meeting.
Accounts and Audit
The observations of the Auditors in the Statutory Auditors Report are explained,
wherever necessary, in the appropriate Notes to the Accounts. Notes to accounts referred
to in the Auditors 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 M/s. SSPK & Co., Company Secretaries (Peer Reviewed Firm -
Certificate No. 2882/2023), to conduct the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as "Annexure D" 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
|
Sd/- |
| Place: New Delhi |
Madhusudan Chokhani |
| Dated: 23rd August 2023 |
(Chairman) |
|
[DIN: 00307234] |
+91-9892691696
