The Directors present the 87th Annual Report along with the Audited
Financial Statements of the Company for the year ended 31st March 2023.
1. Summarised Financial Results are given below
| Particulars |
For the Year Ended 31st March, 2023 |
For the Year Ended 31st March, 2022 |
|
(Rs. in Lakhs) |
| Revenue from Operation - Forgings |
5846.31 |
4033.62 |
| Other Income |
4.99 |
16.75 |
| Profit/(Loss) before Depreciation |
351.19 |
77.29 |
| Profit/(Loss) after Depreciation |
(137.52) |
(540.01) |
| Exceptional Income / Loss (-) |
(93.15) |
143.16 |
| Net Profit/(Loss) after tax |
(230.66) |
(396.85) |
2. Company Performance
The economic activity in the financial year 2022-2023 was fairly smooth with no major
disruptions. Rebound in economic activity coupled with partial easing of supply-side
challenges ensured that the automotive industry had a very strong year. At the close of
the financial year 2022-23 revenue stood at RS.5846 lakhs representing a 46% year-on-year
growth.
3. Dividend
The Directors have not recommended any dividend for the year under report due to loss
incurred.
4. Borrowings
There are no borrowings from banks or financial institutions.
5. CORPORATE MATTERS
5.01 Human Resources
El Forge has always been a people driven Company and its employees remain its most
valuable asset. Our employees have always extended full cooperation and support during
good as well as difficult times, and have unstintingly put their best effects to deliver
on all our commitments.
The Human Resources practices at your Company empowers the employees through greater
knowledge, opportunity, responsibility, accountability and reward. Emphasis is laid on
identifying & nurturing talent. Continuous improvement techniques are followed for
betterment of the skills in the organisation by implementing TQM & other training
programs and there exists an excellent system of assessment of the employees based on the
sound HR practices.
During the year under review there were 152 employees on the rolls of the company.
5.02 Directors &Key Managerial Personnel
The following changes took place in the Directors and Key Management Personnel.
1) Mrs. Nivedita Lakshmi Ratan one of the independent Director resigned on 8th
May, 2023 due to personal reasons. The Board acknowledged her contribution to the company
during her tenure with the company.
2) There was no change in the key management personnel.
Independent Directors Declaration:
The Company has received the necessary declarations from each Independent Director in
accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the
Listing Regulations, that he/she meets the criteria of independence as laid out in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of
the Board, there has been no change in the circumstances which may affect their status as
Independent Directors of the Company and the Board is satisfied of the integrity,
expertise, and experience of all Independent Directors on the Board.
6. Corporate Governance
With reference to Corporate Governance, the Company has complied with all possible
requirements of the guidelines as laid out in Clause 49 of the Listing Agreement. Annexure
A contains report on corporate governance enclosed herewith.
At present the Company has Four directors of which one director is an Executive
Director and Three are nonexecutive.
7. Internal Control System and their adequacy
The Company has adequate system of internal control with reference to the financial as
well as nonfinancial operations. All the transactions are properly authorised, recorded
and reported by the Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting financial
statements. The Company ensures proper and adequate systems and procedures commensurate
with its size and nature of its business even though there is no internal auditor during
the year under report.
The company has appointed V.Srinivasan & Co on the basis of the recommendation of
audit committee as internal auditor of the company from 1st April, 2023.
8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules 2014 relating to Conservation of Energy, technology absorption and
foreign exchange earnings and outgo for the financial year 2022-23 are annexed as Annexure
B which forms part of this Report.
9. Management Discussion and Analysis
Management Discussion and Analysis report for the year under report as stipulated under
Clause 49 of the Listing Agreement in respect of the Stock Exchanges in India, is enclosed
herewith (please refer Annexure C).
10. Research & Development
R&D in El Forge is a continuous process. All efforts in product design and process
development are directed at Customers satisfaction, competitiveness, quality and
responsiveness. This includes focus on material wastage reduction by improvement in
technology and equipment with major emphasis at the Tool Room for value engineered die
design and manufacture. Simultaneous efforts are made at the shop floor to improve
manufacturing efficiency to sustain the development efforts. Annexure B to this
report contains the details thereof.
11. Industrial Relations
Employees, at all levels, have contributed to the performance of the Company. Your
directors place on record the co-operation of employees received during the year under
report. The Directors also place on record the unstinted cooperation extended by the staff
members during the period under report.
12. Fixed Deposits
The Company has not accepted (or renewed) any fixed deposits during the year under
report. The unclaimed fixed deposits have been transferred to the IEPF account, during the
year.
13. Applicability of Section 197(12) of Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Only one director is an executive Director in the company. There are two Key Management
Personnel. The remuneration to all the three have been disclosed.
Disclosure under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been shown
separately in Annexure-D)
14. Directors Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors of the
Company hereby states and confirms that:
a) In the preparation of Annual Accounts, the applicable accounting standards had 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 as at 31st March, 2023 and of the Profit
or Loss of the Company for that year.
c) The Directors had 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.
d) The Directors had prepared the Annual accounts on a going concern basis
e) That proper internal financial controls were followed by the Company and that such
internal financial controls was adequate and were operating effectively.
f) That proper systems to ensure compliance with the provisions of all applicable laws
were in place and that such systems were adequate and operating effectively.
15. Remuneration Policy of the Company
The remuneration policy of the Company comprising the appointment and remuneration of
the Directors, Key Managerial Personnel and Senior Executives of the Company including
criteria of determining qualifications, positive attributes, independence of a director
and other related matters have been provided in the Corporate Governance report which is
attached, herewith.
16. Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Company engaged the Services of Mrs. B. Venkatalakshmi, Company Secretary in Practice, to
conduct the Secretarial Audit of the Company for the financial year ended 31st March,
2023.
The Secretarial Audit report (in Form MR-3) is attached as Annexure to this Report.
Please refer Annexure F in this report.
17. Related Party Transactions
All transaction entered by the Company with Related Parties were in the ordinary course
of business and at Arms Length pricing basis. The Audit Committee granted omnibus
approval for the transaction (which are repetitive in nature) and the same was reviewed by
the Audit Committee and the Board of Directors. There were no materially significant
transactions with Related Parties during the financial year 2022-23 which were in conflict
with the interest of the Company Suitable disclosures as required under IND AS 24 have
been made in the notes on accounts forming part of the financial statements. Accordingly
there are no transactions that are required to be reported in Form AOC-2 and accordingly
AOC-2 has not been attached.
18. Corporate Social Responsibility
Our company does not fall under the criteria laid for Corporate Social Responsibility
under section 135 of the Companies Act,2013 and hence the section is not applicable to the
Company for the year under report.
19. Particulars of Loans, Guarantees or Investments
Your Company has not given any loan or given any Guarantees or made any investment
during the year under Section 186 of the Companies Act, 2013
20. Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its powers) Rule 2014 and Clause 49 of the Listing Agreement, the
Board of Directors had approved the policy on Vigil Mechanism/Whistle Blower and the same
is hosted on the Website of the Company. The policy inter-alia provides a direct access to
the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/employee has been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.
21. Cost Records, Cost Auditors and Cost Audit Report [as required by Rule 8(5)(ix) of
Companies (Accounts) Rules, 2014, as amended]
Rule 8(05)(ix) of the Companies (Accounts) Rules,2014 requires to disclose, in the
Boards Report, as to whether maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by
the Company; in terms of the aforesaid requirement following disclosure has been made,
relating to Cost Record and the cost audit.
(01) In accordance with the provisions of Section 148(1) of the Act, read with the
Companies (Cost Records and Audit) Rules, 2014, the Company has made and maintained cost
records and cost accounts, for the products manufactured by the Company. .
(02) Cost Audit is not applicable for the Financial Year 2022-23.
22. Additional Details, as amended
The Ministry of Corporate Affairs, Government of India, issued notifications dated 24th
March 2021 to amend Companies (Accounts) Rules, 2014 to enhance the disclosures required
to be made by the Company in Board Report, vide the Companies (Accounts) Amendment Rules
2021, by amending Amendment in Rule 8, i.e., matters to be included in Boards Report,
with effect from Financial Year 2021-22. However, there is nothing to disclosure under the
following sub-clauses, namely:
(01) Clause 8(5)(xi)
The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year: Nil
(02) Clause 8(5)(xii)
The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof: Nil
23. Compliance of Secretarial Standard
As required by paragraph 9 of the SS-1, Secretarial Standard on Meetings of the Board
of Directors, as amended/ revised by the ICSI, the Institute of Company Secretaries of
India, and approved by the Central Government under Section 118(10) of the Act, which are
applicable w.e.f. 01-10-2017, following disclosure has been made:
"The Board has devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively throughout the year under report and subsequent years"
24. Director
Presently there are four Directors in the company. Two promoter Directors and two
independent directors.
25. Statutory Auditors
The Company has appointed Mr. D. Venkatesan, FCA, Chartered Accountant (ICAI Membership
no. 026465), Chennai as the Statutory Auditor of the Company from the conclusion of the
86th AGM till the conclusion of the 90th AGM. The Statutory Auditor have confirmed that
the satisfied the independence criteria as required under the Act . The Audit report has
for the year 2022-2023 is attached to the annual report.
26. Material changes
There has been no material changes affecting the financial position of the company
between 31st March,2023 till the date of the report.
27. Prohibition and redressal of sexual harassment of women at work place
Pursuant to the new legislation, " Prevention, Prohibition of and Redressal of
Sexual harassment of Women at Work place Act,2013" the company has framed a policy on
prevention of sexual harassment at work place. There were no cases reported during the
year under review under the policy.
28. The Annual Report for 2022-23 has been posted in the website of the company it can
be accessed by clicking the following link.
Annual Report -2022-23.pdf (elforge.com)
29. Acknowledgements
The Company places on record the co-operation of Bankers, Bank of Baroda, Indus Ind
Bank. We also thank all our Customers, Suppliers, Employees and others connected with the
business for their cooperation. We sincerely thank the shareholders for their support.
|
For and on behalf of the Board of Directors |
| Place : Chennai |
V. SRIKANTH |
| Date: 10/08/2023 |
CHAIRMAN |
|
(DIN 00076856) |
+91-9892691696
