eureka industries ltd Directors report


To,

Dear Shareholders,

The Directors of your Company have pleasure in presenting their Thirteenth Annual Report on the business and operations of the Company and Audited Accounts for the financial year ended on 31st March 2022.

FINANCIAL RESULTS:

The Companys financial performance, for the year ended March 31, 2022 is summarized below:

Current Year Previous Year
(Rs.) (Rs.)
Sales and Other Income 27,33,003 6,23,000
Profit/(loss) Before Tax (16,056) (16,737)
Less : Provision of Taxation 0 0
Net Profit /(Loss) for the year (16,056) (16737)

STATE OF COMPANYS AFFAIRS AND FINANCIAL PERFORMANCE:

The Company has achieved total revenue of Rs. 27.33 Lakhs as against that of Rs. 6.23 Lakhs in the previous year. The Profit/ (loss) before Tax for the year amounts to Rs. (0.16) Lakhs against that of Rs. (0.16) Lakhs in the previous year.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2021-22, the Company has not changed its nature of business.

DIVIDEND:

In view of losses, Your Directors are unable to recommend any Dividend on the Equity Shares in view of the present financial position of the Company.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI(LODR)], Corporate Governance provisions related to Board of Directors, maximum number of directorships, Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee, Vigil Mechanism, Related Party Transactions, Corporate governance requirements with respect to subsidiary of listed entity, Secretarial Audit, Obligation with respect to independent directors, Obligations with respect to employees including senior management, key managerial persons, directors and promoters, Other corporate governance requirements, clause (b) to (i) of of sub-regulation (2) of regulation 46 relating to disclosures of website and para C , D and E of Schedule V related to Corporate Governance as specified is not applicable to the Company, since the paid up share capital of the company and the net worth is below the threshold limits prescribed under SEBI (LODR)

EQUITY SHARES:

During the year, Company has not issued any equity shares with differential rights or any sweat equity shares.

TRANSFER TO RESERVES:

During the year under review, no transfer to reserves was carried out.

SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity and in accordance with the definition of

"Segment" as per the IND AS. The performance of the Company is discussed separately in this Report.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

Your Company doesnt have any Subsidiaries, Joint Ventures and Associates.

PUBLIC DEPOSITS:

The Company has not accepted any public deposits nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company has already been complied with this requirement within the prescribed timelines.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy on the basis of recommendations made by the Nomination and Remuneration Committee. The Policy is available on the website of the Company www.eurekaindustries.in.

BOARD DIVERSITY

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31st March 2022.

 

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

Mr. Gautam Pravinchandra Jain (DIN 08456168) Managing Director and Mr. Kush Patel (DIN 09306304) resigned from the company with effect from 13/07/2022.

Key Managerial Personnel:

Ms. Divya Agarwal appointed as a company secretary w.e.f. 05/04/2022 and Mr. Deepak Kumar Soni appointed as a chief financial officer of the company w.e.f 13/07/2022.

Mr. Jyotalbhai Shyamsunder Thakkar resigned from the post of chief financial officer of the company w.e.f. 13/07/2022.

Annual Evaluation of Boards Performance:

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfil the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.eurekaindustries.in.

NUMBER OF BOARD MEETINGS HELD:

During the financial year 2021-22 under review the Board of Directors of the company met Four (4) times on following given dates:

Meeting No. Date
01 30th June, 2020
02 13th August 2021
03 12th November, 2021
04 18th January, 2022

The time gap between the two meetings was in accordance with the requirements. All the information required to be furnished to the Board was made available along with detailed Agenda.

COMMITTEES OF THE BOARD:

In accordance with the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has formulated Four Committees viz., Audit Committee Stakeholders Relationship Committee and Nomination and Remuneration Committee.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee are in conformity with the Section 177 of the Companies Act, 2013 together with Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the minutes of the Audit Committee are placed before the Board for its information. All the members of the Audit Committee are financially literate and have requisite experience in financial management.

Terms of reference

The terms of reference of the Audit Committee are as under:

Overseeing the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommending to the Board for appointment, re-appointment and if required, the replacement or removal of the Statutory Auditor and the fixation of the fees;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

(a) Matters required being included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013. (b) Changes, if any, in accounting policies and practices and reasons for the same (c) Major accounting entries involving estimates based on the exercise of judgment by management. (d)Significant adjustments made in the financial statements arising out of audit findings (e) Compliance with listing and other legal requirements relating to financial statements (f) Disclosure of any related party transactions (g) Qualifications in the draft audit report

Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Reviewing with the management performance of statutory and internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

Scrutiny of Inter-Corporate Loans and Investments.

Valuation of undertakings or assets of the Company, wherever it is necessary.

Discussions with internal auditors any significant findings and follow up thereon.

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Discussions with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

The Audit Committee shall mandatorily review the following information. a. Management discussion and analysis of financial condition and results of operations; b. Statement of significant related party transactions (as defined by the audit committee), submitted by Management ; c. Management letters/letters of internal control weaknesses issued by the statutory auditors ; d. Internal audit reports relating to internal control weakness ; and e. The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit Committee.

To review the functioning of the Whistle Blower mechanism;

Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

To look into any other matter which may be referred to it by the Board.

In addition to the above, the Committee shall have such functions / role / powers as may be specified in the Companies Act, Listing Agreement with Stock Exchanges or any other applicable law.

NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013 read with Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, "Nomination and Remuneration Committee" of the Board of Directors of the Company was formed after merging and re-constituting the erstwhile Remuneration Committee.

The Composition of this committee is also in compliance with the requirements of Section 178 of the Companies, Act 2013, and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compensation grades of the senior managerial personnel are governed by the HR policies of the Company. Managerial remuneration is regulated in terms of Section 197,198, Schedule V and other applicable provisions of the Companies Act, 2013.

Terms of reference

The terms of reference of the Nomination and Remuneration Committee are as under:

The Committee shall have meetings periodically as it may deem fit.

The Committee shall invite such of the executives to be present at the meetings of the Committee required by it.

The Committee shall have the following powers and functions :

a. Identify persons who are qualified to become directors and persons who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal; b. Carry on the evaluation of every Directors performance; c. Formulate criteria for determining qualifications, positive attributes and independence of a

Director; d. Recommend to the Board a policy, relating to the remuneration of the directors, Key

Managerial Personnel and other employees; e. Formulate criteria for evaluation of Independent Directors and the Board; and f. Devise a policy on Board Diversity;

To administer and supervise Employee Stock Option Schemes (ESOS) including framing of policies related to ESOS and reviewing grant of ESOS.

To Review HR Policies and initiatives.

In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has formulated the Nomination and Remuneration Policy of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted to look into investors complaints like transfer of shares, non receipt of declared dividend, etc and take necessary steps for redresses thereof.

The composition of the Stakeholder Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has accepted all the recommendations made by the Stakeholders Relationship Committee during the year.

Terms of Reference

The terms of reference of the Committee are as under:

To specifically look into the Redressal of Investors Grievances pertaining to: a. Transfer and Transmission of Shares and Debentures. b. Non-Receipt of Annual Reports. c. Dividends, Interests and Redemption Proceeds of Debentures. d. Dematerialization of Shares and Debentures. e. Replacement of Lost, Stolen, Mutilated Share and Debenture Certificates. f. Non-receipt of Rights, Bonus, Split Share Certificates.

To look into other related issues towards strengthening Investors Relations.

To consider and approve issuance of Share/Debenture Certificates including Duplicate Share/ Debenture Certificates.

To look into the reasons for any defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of nonpayment of Declared Dividends) and Creditors.

To review the reports submitted by the Registrars and Share Transfer Agents of the Company at half- yearly basis.

To Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

To Review of measures taken for effective exercise of voting rights by shareholders.

To Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

The meetings of Stakeholders Relationship Committee were held from time to time to conduct the business in relation with references as mentioned above from time to time as and when required.

CASH FLOW STATEMENT:

Cash flow statement in pursuant to regulation 34(2)(c) of LODR Regulation, 2015 is attached and form part of the report.

 

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable accounting standards have been followed and there are no material departures from the same; (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 your Company as at 31st March, 2022 and of the profit and loss statement of the Company for the financial year ended 31st March, 2022; (c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a ‘going concern basis; (e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and (f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

LISTING OF EQUITY SHARES WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2021-22 to BSE Ltd,

Mumbai where the Companys Shares are listed.

 

AUDITORS:

STATUTORY AUDIT:

M/s V S S B & Associates Appointed as a Statutory Auditor of the Company as on 25th July, 2022 in the place of Casual Vacancy accurred due to resignation given by M/s Kothari Sangawat & Associates from the Post of Statutry auditor of the Company w.e.f. 25th July, 2022.

M/s. V S S B & Associates hold the office upto the conclusion of this Annual General Meeting. However the Board has recommended them for the reappointment upto the conclusion of AGM held in 2023 subject to shareholders approval.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in 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]" and form an integral part to this Report.

The copy of Form MGT 9 is also uploaded on the website of the Company.

SECRETARIAL AUDIT:

According to the provision of section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Ajit Santoki & Associates, Practicing Company Secretary is enclosed as "Annexure [B]" as a part of this report.

Board has reviewed the comments given by the secretarial auditor and would try to complete all the requirements as suggested by secretarial auditor.

INTERNAL AUDITOR:

M/s R Patni & Co., Chartered Accountants are the Internal Auditors of the Company.

COST AUDITOR:

The appointment of Cost Auditor for the Company is not applicable to the Company.

FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Loans, guarantees/securities and investments, if any and as covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required under section 134(3)(m) of the companies Act, 2013 read with Rule 8 of the companies (Accounts) Rules 2014 , Your Company has no activities relating to Conservation of Energy, Technology Absorption etc.

FOREIGN EXCHANGE EARNING AND OUTGO: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 and schedule VII of the Companies Act, 2013 are not applicable to your Company and hence the Company has not developed and implemented any Corporate Social Responsibility initiatives.

 

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.eurekaindustries.in under shareholders/Vigil Mechanism Policy link.

 

RELATED PARTY TRANSACTIONS:

During the financial year 2021-22, there are no transactions with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were entered in the ordinary course of business and on an arms length basis.

There were no materially significant related party transactions with the Companys Promoters,

Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. The Related Party Transaction Policy has been uploaded on the website of the Company at www.eurekaindustries.in under shareholders/ Related Party Transaction Policy link.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has already formulated an Audit Committee which holds the Audit Committee meeting time to time to review the financial results, internal financial controls and risk management system, auditors independence and performance etc. The Company has also appointed Internal Auditors who perform their duty on the basis of the scope of work allotted to them time to time.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

CODE OF CONDUCT:

The Companys code of conduct has been complied with by all the members of the Board and selected employees of the Company. The Company has in place a prevention of Insider Trading Code based on SEBI (Prohibition of Insider Trading) Regulation, 2015. This code is applicable to all Directors and designated employees. The code ensures prevention of dealing in shares by persons having access to the unpublished price sensitive information. The Code has been posted on the Companys website.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended) by passing Board resolution dated March 30, 2019. The intimation of adopting the amended code of practices and procedures for Fair Disclosure of Unpublished Price Sensitive Information have been given to the BSE Limited and the copy of the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information have been made available on the website of the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude and thank the Customers, Dealers and Suppliers, Investors, Members, Banks, Financial Institutions, Central and State Governments for their continued support and co-operation. Your Directors also thank the employees of the Company across all levels for the sincere and hard work put in by them during the year under review.

For Eureka Industries Limited

SD/-

Deepak Kumar Soni

Managing Director

DIN: 09670815