To:
The Members of
Eimco Elecon (India) Limited,
The Directors take pleasure in presenting the 49th Annual Report together
with the Audited Financial Statements for the Financial Year ended on 31st
March, 2023.
1. HIGHLIGHTS OF PERFORMANCE
Total Revenue for the year increased to Rs 17,269.70 Lakh as compared to Rs 8,444.37
Lakh in the previous year. Profit Before Tax for the year was Rs 2,648.62 Lakh as compared
to Rs 987.69 Lakh in the previous year. Profit After Tax for the year was Rs 2,086.75 Lakh
as compared to Rs 851.94 Lakh in the previous year.
2. FINANCIAL RESULTS
(Rs in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
31-03-2023 |
31-03-2022 |
31-03-2023 |
31-03-2022 |
| Revenue from Operations |
17,269.70 |
8,444.37 |
17,269.70 |
8,444.37 |
| Other Income |
1,048.61 |
918.21 |
905.81 |
918.21 |
| Total Income from Operations |
18,318.31 |
9,362.58 |
18,175.51 |
9,362.58 |
| Profit Before Tax |
2,648.62 |
987.70 |
2514.36 |
1,003.54 |
| Tax Expenses |
561.87 |
135.75 |
561.87 |
135.75 |
| Share in Profit of Associates |
- |
- |
8.54 |
15.84 |
| Profit for the Year |
2,086.75 |
851.95 |
1,952.49 |
867.79 |
| Other Comprehensive Income |
(19.19) |
(26.49) |
(19.19) |
(26.49) |
| Total Comprehensive Income for the year |
2,067.56 |
825.46 |
1,933.30 |
841.30 |
| Equity Reserves |
34,309.89 |
32,386.53 |
34,496.28 |
32,707.19 |
3. DIVIDEND
Your directors recommend for your consideration a dividend of 50% i.e. Rs5/- per share
on 57,68,385 equity shares of Rs10/- each for the year ended on 31st March, 2023 (Previous
Year Rs2.5/- per share on 57,68,385 equity shares of Rs10/- each). Dividend is subject to
approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to
deduction of income tax at source.
The Dividend Distribution Policy is available on the Companys website
www.eimcoelecon.in.
During the year, the unclaimed dividend pertaining to the Financial Year 2014-15 has
been transferred to the Investor Education & Protection Fund.
4. TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for the
Financial Year 2022-23 in the Statement of Profit & Loss.
5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has neither subsidiary nor Joint Venture Company.
Associate Company :
Eimco Elecon Electricals Limited Your Company holds 47.62% of the Equity Shares of
Eimco Elecon Electricals Limited. The profit of the Associate for the Financial Year ended
on 31st March, 2023 was Rs 8.54 Lakh as against profit of Rs15.84 Lakh for the
previous year.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared in accordance with
the relevant Indian Accounting Standards as per the Companies (Indian Accounting
Standards) Rules, 2015, as amended by the Companies (Accounting Standards) Rules, 2016,
notified under Section 133 of the Companies Act, 2013 and form an integral part of this
Report. Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing salient features of the financial
statements of Subsidiaries/ Associate Companies/ Joint Ventures is given in Form AOC-1
which forms an integral part of this Report.
6. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 was Rs576.84 Lakh.
During the year under review, the Company has neither issued shares with differential
voting rights nor granted stock options or sweat equity.
7. FINANCE
The Company continues to focus on judicious management of its working capital.
Receivables, Inventories and other working capital parameters were kept under strict check
through continuous monitoring. The whole of the properties of the Company have been
suitably insured.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the financial statements provided in this Annual Report.
9. FIXED DEPOSITS
The Company has not accepted any deposit from public falling within the ambit of
Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits)
Rules, 2014. There are no unpaid / unclaimed deposits as on 31st March, 2023.
10. DIRECTORS
Resignation by Independent Directors
Shri Nalin M. Shah, Independent Director, ceased to be a director of the Company w.e.f.
25th January, 2023. The Board placed on record their appreciation for the
assistance and guidance provided by Shri Nalin M. Shah during his tenure as Non-Executive
Independent Director of the Company.
Director Retiring by Rotation
Shri Prayasvin B. Patel retires by rotation at the forthcoming Annual General Meeting
of the Company and, being eligible, offers himself for re-appointment.
The Board recommends his appointment for your approval.
Appointment of Independent Directors
Shri Venkatraman Srinivasan (DIN: 00246012) was appointed as an Additional
Non-Executive Independent Director of the Company for a period of 5 years with effect from
24th April, 2023, subject to approval of the members at the 49th Annual General
Meeting of the Company. He holds a Bachelors Degree in Commerce from the University of
Bombay and is a Fellow Member of the Institute of Chartered Accountants of India since
1981. He has more than 36 years of rich experience in Finance, Accounts, Governance and
Corporate Laws.
In the opinion of the Board, he is well versed in the fields of accountancy, finance,
risk management, insurance, governance and corporate laws etc., who brings a wealth of
experience and financial acumen to the Eimcos Board and his vast experience in the realm
of various fields will be beneficial to the Company. Further, he possesses relevant
proficiency which will bring tremendous value to the Board and to the Company. The Board
recommends his appointment to the shareholders. The notice convening the 49th
AGM forming part to this annual report sets out the details.
In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and
Regulation 16(1) (b) and other applicable regulations of the Listing Regulations, an
Independent Director shall hold office for a term of five consecutive years and not be
liable to retire by rotation. Accordingly, Shri Venkatraman Srinivasan (DIN: 00246012)
shall be appointed as an Independent Director to hold office for a term of five
consecutive years from the date of 24th April, 2024 subject to approval of the
members at the ensuing 49th Annual General Meeting of the Company and shall not
be liable to retire by rotation.
Members approval for his appointment as an Independent Director, under Sections 149
and 152 of the Companies Act, 2013 and under Listing Regulations has been sought in the
Notice convening the 49th Annual General Meeting of the Company.
Independent Directors
The Independent Directors met on 2nd March, 2023 without the attendance of
Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of NonIndependent Directors and Board as a whole and assessed the
quality, quantity and timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably perform their
duties.
Statutory Declarations/Disclosures by Directors
All Independent Directors of the Company have given declarations to the Company under
Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
None of the Director of your Company is disqualified as per the provisions of Section
164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as
required under provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015.
11. DIRECTORS RESPONSIBILITY STATEMENT
Based on the frame work of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory,
cost and secretarial auditors and the reviews performed by the Management and the relevant
Board Committees, including the Audit Committee, the Board is of the opinion that the
Companys internal financial controls were adequate and effective during the year ended on
31st March, 2023. Accordingly, pursuant to Section 134(5) of the Companies Act,
2013, based on the above and the representations received from the Operating Management,
the Board of Directors, to the best of their knowledge and ability, confirm that:
(i) In the preparation of the annual accounts, the applicable accounting standards have
been followed and that there were no material departures therefrom;
(ii) They have, in the selection of the accounting policies, consulted the statutory
auditors and have applied their recommendations 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 as at 31st March, 2023 and of the profit of the
Company for the year ended on that date;
(iii) They have taken proper and sufficient care 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;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively during the
year ended on 31st March, 2023; and
(vi) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively during the
year ended on 31st March, 2023.
12. KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March, 2023, Shri Mukulnarayan Dwivedi, Executive Director; Shri
Vishal C. Begwani, Chief Financial Officer and Shri Rikenkumar Dalwadi, Company Secretary
are designated as KMP of the Company.
13. COMMITTEES OF THE BOARD
The Board of Directors have the following Committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
d. Corporate Social Responsibility Committee.
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and notifications/ circulars of SEBI, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Committees. The manner in which the evaluation has
been carried out has been explained in the Corporate Governance Report.
15. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee,
framed a policy for selection and appointment of Directors, Senior Management Personnel
and their remuneration. The weblink of the policy is https://
eimcoelecon.in/wp-content/uploads/2020/06/THE- NOMINATION-AND-REMUNERATION-POLICY.pdf.
16. NUMBER OF MEETINGS OF THE BOARD
During the year under review, the Board met 4 times. The meeting details are provided
in the Corporate Governance Report that forms part of this Annual Report. The maximum
intervals between any two meetings are as prescribed under the Companies Act, 2013.
17. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of the Companys business.
All Related Party Transactions are placed before the Audit Committee and the Board for
approval. Prior approval of the Audit Committee is obtained for the transactions which are
of a foreseen and repetitive nature and in the ordinary course of the Companys business.
Transactions with related parties are disclosed in the notes to accounts to the financial
statements.
The Form No. AOC-2 envisages disclosure of material contracts or arrangement or
transaction at arms length basis is annexed with as Annexure ‘1.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Companys website. The weblink of the policy is https://eimcoelecon.in/wp-content/
uploads/2022/08/7 g EIMCO-ELECON RPT- Policv 31012022.pdf.
18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under the Corporate Social Responsibility (CSR), the Company
has undertaken projects in the area of education and health care. These projects are in
accordance with Schedule VII of the Companies Act, 2013 and the Companys CSR policy. The
Annual Report on CSR activities is annexed herewith as Annexure ‘A.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations.
20. MANAGEMENTS DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company is
given in the Managements Discussion and Analysis appearing as Annexure ‘B to
this Report.
21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation systems, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Companys internal control system is commensurate with its size, scale and complexities of
its operations. The internal and operational audit is entrusted to Messrs C.F. Patel &
Co., Chartered Accountants. The main thrust of internal audit is to test and review
controls, appraisal of risks and business processes, besides benchmarking controls with
best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Company has a robust Management Information System, which is an integral part of
the control mechanism.
The Audit Committee of the Board of Directors, the Statutory Auditors and the Business
Heads are periodically apprised of the internal audit findings and corrective actions are
taken by the Management. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the Management
are presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established Vigil Mechanism system and framed Whistle Blower Policy.
Whistle Blower Policy is disclosed on the website of the Company at followingweb-link-
https://eimcoelecon. in/wp-content/uploads/2023/01/The-Whistle-Blower- Policy
30012023.pdf.
23. CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards for good Corporate
Governance. It has taken adequate steps to ensure that the provisions of Corporate
Governance as prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015 are complied with.
A detailed report on Corporate Governance is appearing as Annexure ‘C to
this Report along with the Auditors Certificate on its compliance by the Company.
24. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 of the Companies Act, 2013, read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, in respect of employees of the Company are set out in the Annexure ‘D to
the Boards Report.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &
OUTGO
The information on conservation of energy, technology of absorption and foreign
exchange earning and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure ‘E
forming part of this report.
26. STATUTORY AUDITORS
Messrs K. C. Mehta & Co LLP, Chartered Accountants, Vadodara were appointed as the
Statutory Auditors of the Company for a period of 5 (five) consecutive years at the 48th
Annual General Meeting of the Company.
There is no audit qualification, reservation or adverse remark in the Auditors Report
for the year under review.
27. COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company
in respect of its activity are required to be audited. Your Directors have, on the
recommendation of the Audit Committee, appointed Messrs Diwanji & Co., Cost
Accountants, to audit the cost accounts of the Company for the financial year ending 31st
March, 2024 on a remuneration of 55,000/- plus taxes as applicable and out of
pocket expenses. As required under the Companies Act, 2013, the remuneration payable to
the Cost Auditors is required to be placed before the Members in a general meeting for
their ratification. Accordingly, a Resolution seeking Members ratification for the
remuneration payable to Messrs Diwanji & Co., Cost Accountants, the Cost Auditors is
included at Item No. 6 of the Notice convening the Annual General Meeting.
28. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Messrs D. G. Bhimani & Associates a firm of Company Secretary in Practice to
undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Report
on the Secretarial Audit carried out by the Secretarial Auditor during the Financial Year
2022-23 is annexed herewith as Annexure ‘F. There is no secretarial audit
qualification for the year under review.
Further, your Directors have on the recommendation of the Audit Committee appointed
M/s. J. J. Gandhi & Co., Vadodara, Practicing Company Secretary, as a Secretarial
Auditors of the Company to undertake the Secretarial Audit of the Company and provide
Annual Secretarial Compliance Report for the Financial Year 2023-24
29. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on 31st March, 2023 is available on the Companys website
https://eimcoelecon.in/ annual-return-as-provided-under-section-92-of-the-
companies-act-2013/.
30. INSURANCE
The Company takes a very pragmatic approach towards insurance. Adequate insurance cover
has been taken for all movable and immovable assets for various types of risks.
31. REPORTING OF FRAUDS
No fraud has been reported by the Auditors to the Audit Committee or the Board.
32. RISK MANAGEMENT
The Company operates in a competitive environment and is generally exposed to various
risks at different times such as technological risks, business risks, operational risks,
financial risks etc. The Company has a system based approach to business risk management
backed by strong internal control systems. A range of responsibilities from strategy to
the operations is specified. A strong independent internal audit function at the corporate
level carries out risk focused audits across all businesses enabling identification of
areas where risk managements processes may need to be improved. The Management prepares
the Risk Register which is reviewed by the Audit Committee and the Board of the Company.
The Board reviews internal audit findings and provides strategic guidance on internal
control, monitors internal control environment within the Company and ensures that
Internal Audit recommendations are effectively implemented. The combination of policies
and procedures adequately addresses the various risks associated with your companys
businesses.
33. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirement
of the Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainee)
are covered under the policy.
The following is a summary of sexual harassment complaints received and disposed-off
during the year 2022-23:
| No. of complaints received : |
Nil |
| No. of complaints disposed off : |
N.A. |
| No. of complaints pending : |
Nil |
The policy on Sexual Harassment at workplace is placed on the Companys website at
https:// eimcoelecon.in/wp-content/uploads/2019/04/Sexual- Harassment-Policy.pdf.
34. INDUSTRIAL RELATIONS/PERSONNEL
Your Company is committed to upholding its excellent reputation in the field of
Industrial relations. Through continuous efforts the Company invests and improvises
development programmes for its employees.
35. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
On appointment, the concerned Director is issued a Letter of Appointment setting out in
detail, the terms of appointment, duties, responsibilities and expected time commitments.
During the first Board Meeting attended, each newly appointed Independent Director is
taken through a formal induction program, including the presentation from the Whole-time
Director on the Companys manufacturing, marketing, finance and other important aspects.
The Company Secretary briefs the Director about his/her legal and regulatory
responsibilities as a Director. The Familiarization Programme for Independent Directors
includes a detailed presentation by Business and Functional Heads, visit to the
manufacturing site, etc. Weblink for the Policy for the Familiarisation Programme for
Independent Directors https://eimcoelecon.in/
details-of-familiarization-programmes-imparted-to- independent-directors/.
36. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of
the Company, which have occurred between the end of the Financial Year and date of this
report.
37. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016
During the financial period under review, no application was made under the Insolvency
and Bankruptcy Code, 2016 ("IBC 2016") by the
Company. No proceedings are pending under IBC 2016 against the Company.
38. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
During the financial period under review, there were no instances of any one-time
settlement against loans taken from Banks or Financial Institutions.
39. CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of business
during the year under review.
40. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards as issued by the
Institute of Company Secretaries of India.
41. ACKNOWLEDGEMENT
Your Directors are highly grateful for the unstinted guidance, support and assistance
received from the Government, Bankers and Financial Institutions. Your Directors are
thankful to all valuable Stakeholders of the Company viz. shareholders, customers,
dealers, vendors, suppliers, collaborators, business associates and other agencies for
their faith, trust and confidence reposed in the Company.
Your Directors wish to place on record their sincere appreciation for the dedicated
efforts and consistent contribution made by the employees at all levels, to ensure that
the Company continues to grow and excel.
| For and on behalf of the Board of Directors, |
|
| Mukulnarayan Dwivedi |
Prayasvin B. Patel |
| Executive Director |
Executive Director |
| DIN : 08442155 |
DIN : 00037394 |
| Place : Vallabh Vidyanagar |
|
| Date: 24th April, 2023 |
|
+91-9892691696
