TO THE MEMBERS
All financial figures are stated in Rs. Lacs
Your Directors have pleasure in presenting the 46th Annual Report of your
Company together with the Audited Financial Statement for the year ended 31st
March 2021.
FINANCIAL RESULTS
Highlights of the financial results of the Company for the year ended 31st March 2021
are as under:
| Particulars |
Year Ended 31.03.2021 |
Year Ended 31.03.2020 |
| Sales & Other Revenues from operations |
17,515 |
17,428 |
| Other Non-Operational Income |
4,59 |
12,146 |
| Total Earnings before Interest, Depreciation & Tax (EBITDA) |
5,048 |
14,583 |
| Profit / (Loss) for the year after tax from continuing operation |
2,405 |
8,942 |
| Earnings Per Share of Rs. 10/- each |
Rs. 36.73 |
Rs. 136.59 |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
Revenue from operations recorded a growth of 0.5% despite complete curtailment of
operation during April and May 2020 because of first wave of COVID-19 pandemic.
Even though total EBITDA dropped by 65% due to one-time receipts/write-offs during the
previous FY, normalized EITDA (after removing one-time compensation) recorded a growth of
19%. Following table explains the growth of normalized EBITDA:
| Particulars |
Year Ended 31.03.2021 |
Year Ended 31.03.2020 |
| Total EBITDA (before adjustments) |
5,049 |
14,583 |
| Less: One-time non-compete compensation received from the holding company |
- |
(11,840) |
| Add: Writing off towards bad and doubtful receivables including subsidy receivable. |
- |
+ 1,486 |
| Normalized EBITDA (after adjustments) |
5,049 |
4,229 |
| Normalized EBITDA / Revenue from Operations % |
29% |
24% |
While the industrial growth remained subdued during the whole year due to onset of
COVID-19 pandemic the company showed remarkable resilience in terms of continuing its
growth programs undertaken during the past few years.
Your company has preferred to continue to opt for new tax regime laid out under Section
115BAA of Income Tax Act, 1961 which was first opted during FY 2019-20.
Eventually, your company consolidated its profitability with a reported Profit After
Taxes of Rs. 2404 lacs (previous year 8942).
CHANGE IN NATURE OF BUSINESS
Operations of the company experienced negligible performance during the whole of April
2020 and part of May 2020 in view of COVID-19 related nationwide lockdowns.
Your company actively pursued medical gas pipeline installation business during the
year as a natural extension of its existing business.
As such, there was no change in the nature of business as being carried by the Company.
DIVIDEND
The Board decided to not declare any dividend to the equity shareholders or the
preference shareholders.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR AND EDUCATION PROTECTION FUND
The shares against which dividends have been lying unclaimed and unpaid for consecutive
7 years need to be transferred to the IEPF account. The company has made necessary
transfers to IEPF authority.
TRANSFER TO RESERVES
The Board did not transfer any amount to the reserves.
SHARE CAPITAL
The paid-up equity capital as on March 31, 2021 was Rs. 655 lacs and preference capital
were Rs. 1,050 lacs. During the year under review, the Company has not issued any shares
in the Company. The company also has not issued shares with differential voting rights nor
granted stock options nor sweat equity nor bonus shares during the year.
FINANCE
During the financial year your company repaid a total of Rs. 2228 Lacs against long
term borrowings, whereas Long term borrowings decreased by 44 lacs because of exchange
variation. However, short term borrowings were borrowed to the extent of Rs. 2475 Lacs.
At the year end funds deployed as Investments and Cash & Cash Equivalents stood as
below:
| PARTICULARS |
As at March 31, 2021 |
As at March 31, 2020 |
| As Cash & Cash Equivalents |
6185 |
3937 |
| As Other Bank Balances |
302 |
405 |
| TOTAL |
6487 |
4342 |
DEPOSITS
Your company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, no
details to report pursuant to Rules 8(5)(v) and 8(5)(vi) of the Companies Accounts Rules,
2014.
CONSOLIDATION OF FINANCIAL STATEMENTS
Your company does not have any subsidiary company or associate companies. Pursuant to
section 129(3) and other applicable provisions of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 as amended and the Accounting Standards issued by the
Institute of Chartered Accountants of India including amendments made thereto, the Company
is not required to prepare consolidated financial statements for the financial year
2020-21.
REVISION IN FINANCIAL STATEMENTS
There has been no revision in the financial statements of the company during the
financial year 2020-21.
SUBSIDIARY AND ASSOCIATE COMPANIES
Your Company does not have any subsidiary company. Further, pursuant to rule 8(5)(iv)
of the Companies (Accounts) Rules, 2014, it is reported that no company has ceased to
become an associate of the company during the financial year 2020-21.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of
Section 186 of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function has been entrusted to an internal auditor duly appointed by the Board with
the recommendation of the Audit committee. The Internal Auditor reports to the Chairman of
the Audit Committee and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and policies at
all locations of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO.
Particulars relating to Conservation of Energy, Technology absorption and foreign
exchange earnings as required by the Companies (Accounts) Rules, 2014 is given in the
prescribed form in Annexure "A" to the Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company consist of 6 directors on the date of this report comprising
of 3 Whole Time Directors, 3 Independent Directors. Mr. Manas Kumar Dutta, Ms. Aastha Shah
and Mr. Swapan Kumar Bhowmik continue as Independent Director in the Company. All the
independent directors have given declarations that they meet the criteria of independence
laid down under section 149(6) of the Companies Act, 2013. Three Directors representing
the interests of erstwhile holding company M/s Air Water Inc. of Japan, viz., Mr. Norio
Shibuya (DIN: 07099850), Director, Mr. Hideo Tsutsumi (DIN: 07828529), Director and Mr.
Shigehiko Tanaka(DIN: 06917650) resigned from the Board of the company with effect from
July 9th, 2021.
Information relating to these Directors is provided as Annexure "A" to the
Notice calling AGM.
No commission is paid to Managing Director or Whole Time Directors.
Re-appointment of Director
Mr. Varun Agarwal, Whole time Director retire by rotation and being eligible, offer
himself for re-appointment. None of the directors are related or interested in the
appointment except as directors themselves.
The Board recommends the appointment of above-mentioned director with a view to avail
his valuable advice and wise counsel.
Changes in Key Managerial Personnel
Mr. Padam Kumar Agarwala continues as Managing Director.
Mr. Norio Shibuya vacated his office as Jt. Managing Director with effect from 9th
July 2021 following his resignation from the Board of the company effective that date.
Ms. Priyanka Jaiswal resigned as Company Secretary of the company with effect from 14th
May 2021. The company is in the process of hiring for the position of company secretary.
Independent Directors
Mr. Manas Kumar Dutta, Ms. Aastha Shah and Mr. Swapan Kumar Bhowmik continues as
Independent Directors on the Board of the Company. Pursuant to Section 149(7) of the Act,
all the independent directors have given declarations for the F.Y 2021-22 that they meet
the criteria of independence as laid down under section 149(6) of the Act.
Training and familiarization programme for directors
The Board members are provided with necessary documentations/brochures, reports and
internal policies to enable them to familiarize themselves with the Companys procedure
and practices. The company has adopted familiarization programme for independent directors
with an aim to provide to the independent directors insight in their roles, rights,
responsibilities in the company, nature of the industry in which the company operates,
business model of the company, etc.
Policy on directors appointment and remuneration
The Nomination & Remuneration Committee of the company is governed by terms of
reference. The companys nomination and remuneration policy include directors appointment
and remuneration including the criteria for determining qualifications, positive
attributes, independence of a director and other details.
Annual Evaluation by the Board of its own performance and that of its committee and
individual directors
The Board has comprehensive system for making a formal evaluation of the performance of
the Board, committee of the Board and Individual directors. The Board has fixed parameters
against which performance of the directors is to be measured and those parameters are
conveyed to directors in advance. Periodically the Board reviews the parameters and assess
the performance of the directors against such parameter. There also exists a feedback
system so that directors can become aware of the evaluation of their performance and
improve their skill and knowledge.
Committees of directors and key managerial persons
The details of the committee of directors and key managerial persons pursuant to
companies Act, 2013 and are annexed to the Board report.
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the details of remuneration of directors and key managerial
personnel are as furnished in Annexure "B".
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed.
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 31st
March, 2021 and of the profit or loss of the Company for the year under review.
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.
e) The directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and are operating
effectively.
f) The directors have devised proper system to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
MATERIAL CHANGES & COMMITMENT
(The Financial Position of the Company which have occurred between the end of the
Financial Year of the Company to which the financial statements relate and the date of the
report)
1. The outbreak of novel Coronavirus (COVID-19) and its rapid spread across the world
has had its impact on the business operations of the Company, beginning with the latter
part of March 2020 and continued into the 1st quarter of FY 2020-21. Immediately after
imposition of the lockdown in the last week of March 2020 and continuing through midMay
2020, keeping in mind the practical constraints of continuing operations and dispatches
and the safety & health of our employees & other stakeholders, the Company
suspended its production at some of its plant in the later part of March 20 and
continuing through April 2020 and part of May 2020. However, considering your companys
social commitment as a LMO (Liquid Medical Oxygen) producer and in line with exemption
given to continuous process industries the company continued to operate most of its plants
despite experiencing lack of economic demand during the 1st half of the FY
2020-21.
The country faced the devastating effects of 2nd wave of during the first
Quarter of 2021-22. Your company continued to discharge its responsibility as a LMO
producer diligently and supported the efforts towards making available LMO supplies to
different parts of the country including deployment of gas distribution assets towards
efforts for movement of LMO under administrations efforts.
The Company closely monitored the situation and took appropriate actions as per the
directions issued by the regulatory authorities from time to time, keeping in view the
interests of the Company, health and safety of employees and other stakeholders. Your
Company focused on conserving cash and ensuring adequate liquidity. Your Company will
continue to monitor any material changes to future economic conditions.
2. The promoters of the company viz. Mr. Padam Kumar Agarwala, Mr. Shanti Prasad
Agarwala and Mr. Varun Agarwal ("Promoters Group") and your company arrived at
a settlement agreement on July 9th, 2021 with the erstwhile holding company M/s
Air Water Inc., Osaka, Japan("AWI").
As part of the settlement agreement, as of 30th July 2021, your company has
received a one-time settlement amount from AWI and has decided to use the proceeds to
prepay all the long-term and short term borrowings which were earlier secured by
guarantees from AWI; redeemed the outstanding to the preference shareholders in full
earlier than their agreed redemption dates. Accordingly, the financial position of your
company has improved following the execution of the settlement agreement.
As part of the settlement agreement, as of 28th July 2021, the Promoters
group have purchased AWIs entire holding of in your Company, and the nominee directors of
AWI have resigned from the Board of your company.
3. Your company convened an extra ordinary general meeting of the equity shareholders
on the 26th of July 2021 in order to modify the Article of Association of the
Company.
MEETING OF THE BOARDS
During the year under review, four meetings of the Board of Directors were held.
AUDIT COMMITTEE
The details pertaining to the composition of the Audit committee required to be given
pursuant to Section 177(8) of the Companies Act, 2013 are as follows:
Chairman: Mr. Manas Kumar Dutta, Independent Director Members: Ms. Aastha Shah,
Independent Director; Mr. Varun Agarwal, Executive Director
There are no instances of the Board not accepting the recommendation of the Audit
committee during the financial year 2020-21.
NOMINATION AND REMUNERATION COMMITTEE (NRC)
The composition of the committee is following the provisions of Section 178 of the
Companies Act, 2013. The role of the committee inter-alia includes:
• Formulation of the criteria for determining qualifications, positive attributes
and independence of a director and recommend to the Board of directors a policy relating
to, the remuneration of the directors, key managerial personnel and other employees;
• Formulation of criteria for evaluation of performance of Independent directors
and the Board of Directors;
• Devising a policy on diversity of Board of Directors;
• Identifying persons who are qualified to become Directors and who may be
appointed in senior management in accordance with the criteria laid down, and recommend to
the Board of Directors their appointment and removal;
• To consider and evaluate whether extend or continue the terms of appointment of
the Independent directors on basis of the report of performance evaluation of Independent
directors.
The Composition of NRC as required under Section 178 of the Act are as follows:
Chairman: Mr. Shanti Prasad Agarwala, Whole time Director
Members: Ms. Aastha Shah & Mr. Manas Kumar Dutta, Independent Directors; Mr. Padam
Kumar Agarwala, Managing Director
CSR COMMITTEE
The details pertaining to the composition of the Corporate Social Responsibility
committee required to be given as per the Companies Act, 2013 are as follows:
Chairman: Mr. Shanti Prasad Agarwala, Whole time Director
Members: Mr. Padam Kumar Agarwala, Managing Director and Ms. Aastha Shah, Independent
Director.
RELATED PARTY TRANSACTIONS
Pursuant to Section 134(3)(a) read with rule 8(2) of the Companies (Accounts) Rules,
2014 particulars of contracts or arrangement with related parties as referred to in
Section 188(1) read with rule 8(2) of the corresponding rules are furnished in prescribed
format as per Annexure "C".
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any. In staying true to our values of Strength, Performance and Passion
and in line with our vision of being one of the most respected companies in India, the
Company is committed to the high standards of Corporate Governance and stakeholder
responsibility.
The Company has Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out to any person for
a genuinely raised concern. The policy is posted on the website of the company at
www.ellenbarrie.com.
STATUTORY AUDITORS
M/s Abhishek Kumar, Chartered Accountant, Statutory Auditors of the Company holds
office for a five-year term up to conclusion of the 48th Annual General
Meeting.
The Board recommends the replacement of the Statutory Auditors by M/s A K Kumar &
Co., (Reg. no. 308013E) for a period of five years ending with conclusion of the 53rd
Annual General Meeting . The board has received a letter from M/s A K Kumar & Co.
expressing their consent and qualification to take up this assignment.
There is no observation made by Statutory Auditors in Audit Report for the year
2020-21, that requires Boards specific explanation.
COST AUDITOR
The Board at its meeting held on 6th September 2021 has appointed M/s.
Datta, Ghosh, Bhattacharya & Associate as cost auditors for carrying out audit of cost
accounting records of the company for the financial year ending 31st March
2022. The ratification of the members is necessary for the payment of remuneration to cost
auditors. Your directors recommend the same.
SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Ms. Twinkle Pandey, practicing company Secretary to undertake Secretarial Audit
of the Company. The Secretarial Audit report is annexed herewith as Annexure
"D". The Board assures that the pending forms shall be filed in time.
PARTICULARS OF EMPLOYEES
Details pursuant to Section 197 of the Companies Act, 2013 read with rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
relating thereto is given in Annexure F.
DETAILS OF SIGNIFICANT & MATERIAL ORDER PASSED BY REGULATORS, COURTS OR TRIBUNALS
An application was moved by the promoter shareholders before the National Company Law
Tribunal, Kolkata Bench (NCLT) under Sections 241 and 242 of the Companies Act, 2013
seeking relief against alleged oppression and mismanagement arising out of alleged
violation of the noncompete clause of Shareholders Agreement agreed between promoter
shareholders and certain other memorandum of understanding between the said parties. On 17
August 2020, the honorable NCLT issued an interim order vide C.P. No. 770/KB/2020
directing a respondent appropriately. In the meanwhile, the parties preferred mediation
route ARB-MED-ARB protocol of the Singapore International Arbitration Council (SIAC).
Following the mediation proceedings, the parties arrived at a settlement agreement dated 9th
July 2021 and have acted upon the same in good faith. The proceedings before the NCLT and
SIAC are in abeyance till September 30, 2021. The Board is of the opinion that the parties
have amicably settled all disputes following the settlement agreement and execution
thereof and as such no financial impact on this Balance sheet date except as already
accounted. Holding company and promoter directors are interested in this suit as
shareholders.
SEXUAL HARASSMENT POLICY
As required under the provisions of Sexual Harassment of Women at Workplace(Prevention,
Prohibition and Redressal) Act, 2013 read with Sexual Harassment of Women at
Workplace(Prevention, Prohibition and Redressal) Rule, 2013, and Internal Complaint
Committee (ICC) with requisite number of representative has been set up to redress
complaints of sexual harassment, if any. The following is a summary of sexual harassment
complaints received and disposed of during the year ended 31st March 2021:
No. of Complaints received: NIL
No. of complaints disposed of: NIL
TRADE RELATIONS
The Board desires to place on record its appreciation for the support and co-operation
that the Company has received from suppliers, brokers, customers and others associated
with the Company as its enterprise partners. The Company has always looked upon them as
partners in its progress and has happily shared with them rewards of growth. It will be
Companys endeavor to build and nurture strong links with trade, based on mutuality,
respect and co-operation with each other.
APPRECIATION & ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the contribution made by
the employees at all levels but for whose hard work, solidarity, and support, your
Companys achievements would not have been possible. Your Directors also wish to thank its
customers, dealers, agents, suppliers, joint venture partners, investors and bankers for
their continued support and faith reposed in the Company.
The enthusiasm and unstinting efforts of the employees have enabled the Company to
remain at the forefront of the industry despite increased competition from several
existing and new players.
Your Directors take this opportunity to thank all investors, customers, vendors,
bankers (previous and existing), regulatory and government authorities, for their
continued support and faith reposed in the Company.
For & on behalf of the Board
| Place: Kolkata |
Padam Kumar Agarwala Managing Director |
| Dated: September 7, 2021 |
Shanti Prasad Agarwala Whole time Director |
+91-9892691696
