To,
The Members,
Your Directors have pleasure in presenting their 11th Annual Report on the
business and operations of the Company and the Audited Accounts for the Financial Year
ended 31st March, 2021.
1. FINANCIAL RESULTS:
(INR in Rupees)
| Particulars |
2020-2021 |
2019-2020 |
| Income for the year |
1,52,97,927 |
3,99,71,014 |
| Expenditure for the year excluding Depreciation and Amortization Exp. |
4,75,30,907 |
8,02,06,002 |
| Profit or Loss before Depreciation and Amortization Exp |
(3,22,32,980) |
(4,02,34,989) |
| Less: Depreciation and Amortization Exp |
8,93,311 |
39,41,018 |
| Profit or Loss after Depreciation and Amortization Exp. But before Tax |
(3,31,26,291) |
(4,41,76,007) |
| Less: Tax |
66,90,480 |
5,103,656 |
| Profit or Loss After Tax |
(2,64,35,811) |
(4,92,79,663) |
2. PERFORMANCE:
During the year under review your Company’s income for the year is Rs. 1,52,97,927
as compared to Rs. 3,99,71,014 during the previous year. The losses of the Company
subsequently decreased from Rs. (4,92,79,663) to Rs. (2,64,35,811). Due to rise in cost of
expenses, the Company has incurred loss during the year. The Management of the Company is
taking efforts for the development of the Company.
3. DIVIDEND:
Due to loss during the year, the Company is not able to declare Dividend.
4. TRANSFER TO RESERVE:
Reserves & Surplus at the end of the year stood at (1,01,66,00,680) as compared to
(98,57,30,030) at the beginning of the year.
5. SHARE CAPITAL:
At present, the Company has only one class of shares - equity shares with face value of
Rs. 10/- each. The authorized share capital of the company is Rs. 40,00,00,000/- divided
into 4,00,00,000 equity shares of 10/- each. The paid-up share capital of the company is
Rs. 20,55,50,470/- divided into 2,05,55,047 equity shares of Rs. 10/- each.
6. 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.
7. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Information on conservation of energy, technology absorption and foreign exchange
earnings and outgo is given in Annexure-1 to this report.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There has been no material change and commitment affecting financial position between
end of the financial year and date of this Board’s Report.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material order passed by the Regulators/ court that would
impact the going concern status of the company and its future operations.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have Subsidiary/Joint Ventures/Associate Companies as on
31.03.2021
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of
Section 186 of the Act are given in the notes to the Financial Statements.
12. MEETING OF BOARD OF DIRECTORS:
During the year under the review, 5 (Five) Board meetings were held, with gap between
Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made
thereunder and in compliance of SEBI Circular No.: SEBI/HO/CFD/CMD1/CIR/P/2020/106 dated
24th June, 2020 and SEBI/HO/CFD/CMD1/CIR/P/2020/140 dated 29th July,
2020. Details of Board and Board committee meetings held during the year are given in the
Corporate Governance Report. The Board meeting dates are finalized in consultation with
all directors and agenda papers backed up by comprehensive notes and detailed background
information are circulated well in advance before the date of the meeting thereby enabling
the Board to take informed decisions.
The intervening gap between the Board Meetings was within the period prescribed under
the Companies Act, 2013 and in compliance of SEBI Circular No.
SEBI/HO/CFD/CMD1/CIR/P/2020/106 dated 24th June,2020 and Circular No.:
SEBI/HO/CFD/CMD1/CIR/P/2020/140 dated 29th July, 2020.
13. WEBADDRESS FOR ANNUAL RETURN:
In line with the requirement of the Companies (Amendment) Act, 2017, effective from
31st July 2018, the extract of annual return, is no longer required to be part of the
Board’s Report.
However, for the compliance of conditions of Section 92 and Section 134 of the Act,
copy of the Annual Return for the financial year ended 31st March 2021 shall be placed on
the Company’s website at:
https://www.ecsbiztech.com/wp-content/uploads/2021/09/Annual-Return-2020-2021-
1.pdf.
14. INSURANCE:
All the Properties of the Company are adequately insured.
15. RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions made by the Company
which may have a potential conflict with the interest of the Company at large and thus
disclosure in Form AOC-2 is not required as per Section 134(3)(h) of the companies Act.
However, a statement giving details of all related party transactions is placed before the
Audit Committee and the Board of Directors on a half Yearly basis in form of AOC-2 is
enclosed herewith as Annexure-2.
16. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various Executive and Non-Executive
Directors including Independent Directors who have wide and varied experience in different
disciplines of corporate functioning. Pursuant to the provisions of Section 203 of the
Companies Act, 2013, Mr. Vijay Mandora, Managing Director, Dvijesh Maheshkumar Pandit,
Chief Financial Officer and Ms. Jinal Shah, Company Secretary of the Company are the KMPs
of the Company.
Ms. Jinal Shah has resigned from the post of the Company Secretary w.e.f. 23.06.2021.
The Company further appointed Ms. Geetika Bisht as Company Secretary w.e.f. 30.06.2021.
17. DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015.
18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015, the Board had carried out performance evaluation of its
own, the Board Committees and of the Independent Directors.
Independent Directors at a separate meeting evaluated performance of the
Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining Qualifications, Positive Attributes and Independence
of a Director.
20. MANAGERIAL REMUNERATION:
The Company had not paid any remuneration to Executive Directors or Non-Executive or
Independent Director during the financial year ended 31st March, 2021 due to loss of the
company.
21. DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018.
22. COMMITTEES OF THE BOARD:
During the year under review, in accordance with the Companies Act, 2013, the Board has
not reconstituted any of its committees.
There are currently Three Committees of the Board, as follows:
Audit Committee
Nomination and Remuneration Committee Stakeholders’ Relationship Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, are provided in the "Report on Corporate Governance", a part of
this Annual Report.
23. PARTICULAR OF EMPLOYEES REMUNERATION:
Pursuant to the provisions of Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing details of personnel drawing
remuneration in excess of the prescribed limit under the said rules, are annexed as
‘Annexure 3’ to the Directors’ Report. During the year under review, the
Company continued to focus on talent conservation and talent development.
24. AUDITORS:
A. Statutory Auditors
Under Section 139 of the Companies Act, 2013 and the rules made thereunder, it is
mandatory to rotate the Statutory Auditors on completion of the maximum term permitted
under the said section. In line with the requirements of the Companies Act, 2013, M/s.
Purshottam Khandelwal & Co., Chartered Accountants (Firm Registration No. 123825W) was
appointed as the statutory auditors of the Company to hold office for a period of 2 years
from the conclusion of the 10th Annual General Meeting of the company held on
30th September, 2020, till the conclusion of the 12th Annual General Meeting of
the Company to be held in the year 2022.
The Companies Amendment Act, 2017 has omitted the requirement of ratification of the
appointment of statutory auditors at every Annual General Meeting; the relevant amendment
made effective on May 07, 2018. Hence the ratification of appointment of Statutory
Auditors at the ensuing AGM is not required.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Gautam
Virsadiya, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of
the Company. The Secretarial Audit Report is annexed herewith as Annexure 4
There are no qualifications/ observations/ remarks in the Secretarial Audit Report. The
Secretarial Auditors have not reported any fraud during the financial year.
C. Internal Auditors:
The Board of Directors has appointed M/s. Anant Rathod & Associates, Chartered
Accountant as Internal Auditors of the Company for FY 2021-2022.
25. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Financial Control System, commensurate with size, scale and
complexity of its operations. The internal financial controls are adequate and are
operating effectively so as to ensure orderly and efficient conduct of business
operations. The Company has appointed M/s. Anant Rathod & Associates, Chartered
Accountant (FRN 148524W) as an Internal Auditors of the Company. The Audit Committee in
consultation with the internal auditors formulates the scope, functioning, periodicity and
methodology for conducting the internal audit. The internal auditors carry out audit,
covering inter alia, monitoring and evaluating the efficiency & adequacy of internal
control systems in the Company, its compliance with operating systems, accounting
procedures and policies at all locations and submit their periodical internal audit
reports to the Audit Committee. Based on the internal audit report and review by the Audit
committee, process owners undertake necessary actions in their respective areas. The
internal auditors have expressed that the internal control system in the Company is robust
and effective. The Board has also put in place requisite legal compliance framework to
ensure compliance of all the applicable laws and that such systems are adequate and
operating effectively.
26. AUDIT OBSERVATIONS
There is no Audit observation during the financial year. The Statutory Auditors have
not reported any fraud during the financial year.
27. RISK MANAGEMENT:
The Company has laid down a Risk Management Policy, defining Risk profiles involving
Strategic, Technological, Operational, Financial, Organizational, Legal and Regulatory
risks within a well- defined framework. The Risk Management Policy acts as an enabler of
growth for the Company by helping its businesses to identify the inherent risks, assess,
evaluate and monitor these risks continuously and undertake effective steps to manage
these risks. The same has also been adopted by your Board and is also subject to its
review from time to time. Risk mitigation process and measures have been also formulated
and clearly spelled out in the said policy.
28. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has constituted a Whistle Blower Policy/Vigil Mechanism to
establish a vigil mechanism for the directors and employees to report genuine concerns in
such manner as may be prescribed and to report to the management instances of unethical
behaviour, actual or suspected fraud or violation of the Company’s code of conduct.
The Company hereby affirms that it has not denied access to any person to the Audit
Committee and that it has mechanism to provide protection to the Whistle Blower as per the
Whistle Blower Policy of the Company. Whistle Blower Policy/Vigil Mechanism is available
on the website of the Company: http: //www. ecsbiztech .com
29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a policy on Gender Equality, Gender Protection, Prevention of
Sexual Harassment and Redressal System in line with the requirements of the Sexual
Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.
The Company has also constituted an internal committee to consider and address sexual
harassment complaints in accordance with the Sexual Harassment of women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. No complaints pertaining to sexual
harassment were received and/ or disposed off during FY 2020- 21.
30. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company’s shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.
31. DIRECTORS’ RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained by them,
your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii. The directors had 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 and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules made
thereunder for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and
v. The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
vi. The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
32. CORPORATE GOVERNANCE:
In terms of Regulation 34(3) and 53 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 the Corporate Governance Report, Management Discussion
& Analysis, and the Auditors’ Certificate regarding Compliance to Corporate
Governance requirements are part of this Annual Report.
33. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company complies with all applicable mandatory secretarial standards issued by the
Institute of Company Secretaries of India.
34. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not covered under section 135 of Companies Act, 2013 hence details
regarding policy on Corporate Social Responsibility is not applicable to the Company.
35. PAYMENT OF LISTING FEE
Your company has paid the Annual listing fee of BSE for the Financial Year 2021-22.
36. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the unstinted
commitment, dedication, hard work and significant contribution made by employees at all
levels in ensuring sustained growth of the Company. Your Directors also sincerely thank to
all the stakeholders, customers, vendors, bankers, business associates, government, other
statutory bodies and look forward to their continued assistance, co-operation and support.
| Date: 03.09.2021 |
For and on behalf of Board of Directors of |
| Place: Ahmedabad |
ECS Biztech Limited |
|
Sd/- |
|
Vijay M. Mandora |
|
Managing Director |
|
DIN: 00328792 |
+91-9892691696
