Eldeco Housing & Industries Ltd Directors Report.

To,

The Members,

Eldeco Housing and Industries Limited

Your Directors take pleasure in presenting the 35th Annual Report of Eldeco Housing and Industries Limited ("the Company") together with the Audited Financial Statements for the financial year ended March 31, 2020.

FINANCIAL HIGHLIGHTS

The summarized financial results for the year ended March 31, 2020 and for the previous year ended March 31, 2019 are as follows:

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Revenue:
1) Revenue from operations 9141.05 10823.99 12,852.69 16,819.44
2 ) Other Income 558.42 379.40 698.82 563.51
Total Income 9,699.47 11203.39 13,551.51 17,382.95
Expenses:
1) Cost of material consumed, construction and other related project cost 4,229.75 5550.57 6,386.63 9 407.40
2) Changes in inventories of finished goods, project in progress 174.77 (245.95) (4.59) 391.78
3) Employee benefit Expense 501.01 436.79 529.05 476.19
4) Finance cost 84.48 185.42 90.24 188.66
5) Depreciation and amortization expense 62.47 20.46 64.34 22.59
6) Other expenses 1046.61 1263.78 1,231.81 1492.09
Total Expenses 6,099.08 7210.99 8,297.47 11978.71
Profit before Tax (PBT) 3,600.39 3992.40 5,254.04 5404.24
Tax Expenses:
1) Current tax 864.29 1156.06 1,242.42 1604.68
2) Deferred tax 18.86 (12.51) 69.43 (35.06)
3) Earlier year Taxes 22.12 3.30 24.24 4.65
Total Tax Expenses 905.27 1146.85 1,336.08 1574.27
Profit after Tax 2,695.12 2845.55 3,917.95 3829.97
Shares of Profits of Associates (Net) - - - -
Total Other comprehensive income 4.85 2.76 5.29 3.02
Total comprehensive income for the year 2,699.96 2848.31 3,923.24 3832.99

STATE OF COMPANYS AFFAIRS

During the year under review, the Company recorded on consolidated basis total revenue of Rs. 13,551.51 Lakhs including other income of Rs.698.82 Lakhs as against total revenue of Rs. 17,382.95 Lakhs including other income of Rs. 563.51 Lakhs of the previous financial year ended March 31, 2019.There is a growth in the profit for the year ended March 31, 2020 amounting to Rs. 3,917.95 Lakhs as compared to the previous financial year profit ended March 31, 2019 amounting to Rs. 3829.97 Lakhs.

Further, the Company recorded on standalone basis total revenue of Rs. 9,699.47 Lakhs including other income of Rs. 558.42 Lakhs as against total revenue of Rs. 11,203.39 Lakhs including other income of Rs. 379.40 Lakhs of the previous financial year ended March 31, 2019. There is a decrease in the profit for the year ended March 31, 2020 amounting to Rs. 2,695.12 Lakhs as compared to the previous financial year profit ended March 31, 2019 amounting to Rs. 2,845.55 Lakhs.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

COVID IMPACT

In FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs in the entire country. We have seen an unprecedented global breakout of the COVID-19 pandemic leading to a humanitarian crisis, and significant economic fallout.In India, the economic impact of COVID-19 is trickling in on the backdrop of an already challenging macro-economic environment.

Owing to the orders released by Honble Ministry of Home Affairs (MHA) due to the COVID 19 outbreak, the Company had suspended its operations at its registered office and work at all the sites of the Company with effect from March 23, 2020 which was later resumed in the second week of May, 2020.

To ensure the safety and well-being of the employees, all the recommended precautions and utmost care of its staff and work force is being taken like Work from Home (WFH) for eligible employees, restriction on travel, minimizing contact with public, sanitization, social distancing, mandatory mask wearing, thermal check at the gate, maintaining proper hygiene, health advisory to employees and directives issued by State and Central government in this regard from time to time.

DIVIDEND

The Board of Directors of your Company in its meeting held on March 3, 2020 had declared and paid interim dividend of Rs. 17.50/- per equity share of the face value of Rs. 10 each (@175%) during the year 2019-2020. An amount of Rs. 70, 75, 827/- (Rupees Seventy lakh Seventy Five Thousand Eight Hundred and Twenty Seven only) was paid as dividend distribution tax on the interim dividend declared by the Board.

SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with SEBI circular dated 20th April 2018, require companies to use any electronic mode of payment approved by the Reserve Bank of India for making payment to the shareholders. Accordingly, the interim dividend, which was declared on March 3, 2020 was paid through electronic mode, where the bank account details of the shareholders were available. In case where the dividend could not be paid through electronic mode, payment has been made through demand draft.

Pursuant to aforesaid circular, the Company had written to shareholders holding shares in physical form requesting them to furnish details regarding their PAN and also their bank details for payment of dividend through electronic mode. Those shareholders who are yet to respond to the Companys request in this regard are once again requested to take action in the matter at the earliest.

For enabling payment of dividend in future through electronic mode, members holding shares in physical form are requested to furnish updated particulars of their bank account to the Company or our Registrar & Share Transfer Agent (RTA) Skyline Financial Services Private Limited along with a photocopy of a cancelled cheque and self-attested copy of PAN card.

Beneficial owners holding shares in electronic form are requested to furnish their bank account details to their respective depository participants (DP) and ensure that such changes are recorded by them correctly.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 ("the Act") and SEBI Listing Regulations,the Board has carried out annual evaluation of its own performance, board committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria, such as, board composition and quality, understanding business and risks, effectiveness of board processes and procedures, oversight of financial reporting process including internal controls and audit functions, ethics and compliance and monitoring activities, etc.

The performance of the Committees were evaluated by the Board after seeking inputs from the Committee members on the basis of criteria, such as, composition of Committee, effectiveness of Committee meetings, etc.

The performance of individual Directors was evaluated on parameters as defined by the Board and the Nomination and Remuneration Committee, inter-alia, such as regularity, preparatory, participation at the Board meetings, timely execution of action items, recommendations and their periodic update to the Board, effective and successful relationships and communication with fellow Board members and senior management quality and value of their contributions at board meetings, adherence to the Companys policies and resolutions, devoting time and effort to understand the Company and its business etc.

In a separate meeting of Independent Directors, the performance of non- independent directors, performance of Board as a whole and the performance of Chairman was evaluated, taking into account views of executive and non- executive Directors. Performance evaluation of Independent Directors was carried out by the entire Board, excluding the respective Independent Director being evaluated.

MATERIAL CHANGES AND COMMITMENT

Except as disclosed elsewhere in this report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, which remain unpaid or unclaimed for a period of seven years, from the date of transfer to Unpaid Dividend Account.

Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the Investor Education and Protection Fund Authority ("IEPF Authority").

During the year under review, the Company had transferred the unclaimed and unpaid dividend of Rs. 118,950.00/- (Rupees One Lakh Eighteen Thousand Nine Hundred Fifty only). Further 2788(Two Thousand Seven Hundred Eighty Eight)corresponding shares relating to FY 2011-2012 on which dividends were unclaimed for seven consecutive years were transferred as per the requirement of IEPF Rules.

Details of the Nodal Officer for the purpose of coordinating with IEPF Authority

Name : Ms. Chandni Vij

Email : chandni@eldecohousing.co.in

Contact No. : 0522-4039999

Schedule for transfer of unclaimed dividends to the IEPF:

Financial Year Ended Rate Date of Declaration Last Date for Claiming Last Date for Transfer to IEPF
31.03.2013 (Final) 80% 27.09.2013 03.11.2020 02.12.2020
31.03.2014 (Final) 20% 26.09.2014 02.11.2021 01.12.2021
31.03.2015 (Final) 20% 25.09.2015 01.11.2022 30.11.2022
31.03.2016 (Interim) 100% 08.03.2016 14.04.2023 13.05.2023
Financial Year Ended Rate Date of Declaration Last Date for Claiming Last Date for Transfer to IEPF
31.03.2017 (Interim) 125% 14.02.2017 23.03.2024 22.04.2024
31.03.2018 (Final) 125% 28.09.2018 04.11.2025 04.12.2025
31.03.2019 (Final) 175% 27.09.2019 03.11.2026 03.12.2026
31.03.2020 (Interim) 175% 03.03.2020 10.04.2027 10.05.2027

The details of unpaid and unclaimed amounts lying with the Company can be viewed at www.eldecogroup.com

CHANGE IN THE NATURE OF BUSINESS

The Company has not undergone any change in the nature of business during the year under review.

TRANSFER TO RESERVES

Your Company has transfered Rs. 3 crores to the General reserve for the year under review.

RISK MANAGEMENT

The Board of the Company has taken all necessary steps for identifying the potential risks of the Company including any risk due to pandemic COVID 19 and their mitigation plans. The Board of Directors reviews the business plan at regular intervals for proper identification, analysis and mitigation of all material risks, both internal and external.

REMUNERATION POLICY

Pursuant to provisions of the Act and SEBI Listing Regulations, the Nomination and Remuneration Committee (‘NRC) of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Remuneration Policy of your Company.

The detailed policy is available on the Companys website https:// www.eldecogroup.com/investor/eldeco-housing-industries-ltd/ corporate-governance/policies

DISCLOSURES U/S 197(12) OF THE COMPANIES ACT, 2013

S. No. Particulars
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year. 17.12%
2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
a) Mr. Pankaj Bajaj (Chairman cum Managing Director) -
b) Mr. Sushil Dutt Mishra (Chief Financial Officer) -
c) Ms. Chandni Vij (Company Secretary) 9.29%
3. The percentage increase in the median remuneration of employees in the financial year. 10.64%
4. The number of permanent employees on the rolls of Company. 42
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

During the financial year under review, none of the Companys employees was in receipt of remuneration as specified under Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and hence no particulars are required to be disclosed in this Report. The names of the top ten employees in terms of remuneration drawn are available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting (AGM). Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

SHARE CAPITAL

During the financial year 2019-20, there is no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company. As on March 31, 2020, the Company is having Authorized share capital of Rs. 45,55,00,000/-divided into 2,80,50,000 Equity Shares and 1,75,00,000 Preference shares of Rs. 10/- each. The Issued, Subscribed and Paid- Up Equity Share Capital of the Company as on March 31, 2020 is Rs. 1,96,66,000/- divided into 19,66,600 Equity Shares of Rs. 10/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on March 31, 2020, none of the Directors of the Company held shares or convertible instruments of the Company except Mr. Pankaj Bajaj, Chairman cum Managing Director who holds 10,68,267 equity shares.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

DIRECTORS & KEY MANAGERIAL PERSONNEL

a) Directors

In terms of the provisions of the Act, Mr. ShrikantJajodia, Director (DIN:00602511) of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. The Board recommends his re-appointment.

Your Board recommends the re-appointment of Ms. Rupali Chopra as a Non-Executive Independent Director of the Company, for another term of 5 (five) consecutive years with effect from the conclusion of the 35th AGM till the conclusion of the 40th AGM, pursuant to Section 149 and other applicable provisions of the Act and the rules made thereunder.

Brief resume of the Directors seeking re-appointment along with the other details as stipulated under the SEBI Listing Regulations are provided in the Report on Corporate Governance forming part of the Annual Report.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the SEBI Listing Regulations and also none of the Directors of the Company are disqualified under Section 164(2) of the Act. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Directors and Senior Management Personnel.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

b) Key Managerial Personnel

During the year under review, Mr. Pankaj Bajaj, Chairman cum Managing Director, Mr. Sushil Dutt Mishra, Chief Financial Officer and Ms. Chandni Vij, Company Secretary and Compliance Officer of the Company, continue to be the Key Managerial Personnel of your Company, in accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c)of the Act, your Directors to the best of their knowledge and belief state that:

a. in the preparation of the Annual Accounts for the year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 as at March 31, 2020 and of the profits of the Company for the year ended on that date;

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. 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;

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS & THEIR REPORTS

a) Statutory Auditors

In accordance with the provisions of Section 139 of the Act, M/s B S D & Co., Chartered Accountants (Firm Registration Number: 000312S) were appointed as Statutory Auditors of your Company at the 32nd AGM held on 29th September, 2017, for a term of five consecutive year still the conclusion of 37th AGM to be held in the year 2022 subject to ratification of their appointment by the Members at every AGM, if so required under the Act.

The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM and a note in respect of the same has been included in the Notice convening ensuing AGM.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors Report does not contain any qualification, reservation or adverse remark.

The Report given by the Auditors is a part of this Report. The Notes on the Financial Statements and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and therefore do not call for any further comments.

During the year under review, no frauds under section 143(12) of the Act were reported to the Board or the Audit Committee by the Auditor.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Company has appointed M/s R K Tandon & Associates, Practicing Company Secretaries represented by Mr. R. K. Tandon (Membership No. FCS 672) as the Secretarial Auditor of the Company for the Financial Year 2019-2020. The report in respect of the Secretarial Audit carried out for the Financial Year 20192020 in Form MR-3 forms part of this Report as "Annexure-B" and does not contain any qualification, reservation or adverse remarks.

c) Internal Auditor

M/s Seth & Associates, Chartered Accountants, Lucknow (Firm Registration Number: 001167C) represented by Mr. Dhruv Seth (Membership No. 404028) performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.

a) Cost Auditor

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, is not applicable on the Company and accordingly no records are required to be maintained.

SUBSIDIARY COMPANIES

As on date of this report, there are following subsidiaries of the Company:

1. Aaj Constructions Private Limited

2. Artistry Construction Private Limited

3. Carnation Realtors Private Limited

4. Conviction Constructions Private Limited

5. Deepjyoti Constructions Private Limited

6. Dua Constructions Private Limited

7. Erudite Constructions Private Limited

8. Facility Constructions Private Limited

9. Fixity Constructions Private Limited

10. Flourish Constructions Private Limited

11. Frozen Constructions Private Limited

12. Garv Constructions Private Limited

13. Heather Buildcon Private Limited

14. Iris Realtors Private Limited

15. Khwahish Constructions Private Limited

16. Neo Realtors Private Limited

17. Neptune Infracon Private Limited

18. Numerous Constructions Private Limited

19. Omni Farms Private Limited*

20. Perpetual Constructions Private Limited

21. Placate Constructions Private Limited

22. Primacy Constructions Private Limited

23. Samarpit Constructions Private Limited

24. Shivaye Constructions Private Limited

25. Suniyojit Constructions Private Limited

26. Sushobhit Constructions Private Limited

27. Swarajya Builders Private Limited

28. Swarg Constructions Private Limited

29. Swabhiman Buildtech Limited**

30. Swarnim Nirman Private Limited***

31. Turbo Realtors Private Limited

32. Utsav Constructions Private Limited

33. Villa Constructions Private Limited

34. Yojna Constructions Private Limited

* During the year, Eldeco Housing and Industries Limited (EHIL) has acquired 850 equity shares (being 17% of the total equity share capital) of Omni Farms Private Limited in which EHIL was already holding 4150 equity shares (being 83%* of total equity shares of Omni Farms Private Limited). Consequent upon acquisition, Omni Farms Private Limited has become a wholly owned subsidiary w.e.f. 26th December, 2019.

** Became Wholly Owned Subsidiary of the Company w.e.f. 4th December, 2019.

"Ceased to be Wholly Owned Subsidiary of the Company w.e.f. 14th March, 2020.

In accordance with the general circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements of the Company includes the financial results of its subsidiary companies.

Performance and financial position of the each of the subsidiaries is provided in a separate statement attached pursuant to first proviso to Section 129(3) of the Act in Form AOC-1.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act and Regulation 33 of the SEBI Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2019-20, together with the Auditors Report, forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a CSR Committee and the Board has approved the CSR Policy based on the recommendation of the CSR Committee. The Policy is available on the website of the Company at https://www.eldecogroup.com/investor/eldeco- housing-industries-ltd/corporate-governance/policies. The Policy is also reviewed by the Board on time to time basis.

Annual Report on CSR activities during the year under review as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is attached as "Annexure-C". The terms of reference of the CSR Committee is provided in the Corporate Governance Report.

During the year under review, the Company had to spend an amount of Rs. 54,53,580/- on CSR Activities as per our policy based on the average profits of the three preceding financial years. The Company had spent Rs. 15,15,582/- towards Mid-day meals for the poor section of the society, Sports Development Society for sponsorship fees for holding 19th Eldeco Cup Tennis Tournament,distribution of Track Suit For 23rd National Youth Festival 2020, Contribution made towards Laying of Sewer Line at City Site, Construction of Read near Regalia and Health Checkup camp near Regalia etc. However, for the balance unspent amount, the Company is constantly evaluating various projects to fulfill its obligations towards the society.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report with detailed review of operations, performance and future outlook, as stipulated under Regulation 34 read with Schedule V to the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India (SEBI). The Report on Corporate Governance as stipulated under the SEBI Listing Regulations, forms part of the Annual Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations and applicable provisions forms part of the Corporate Governance Report.

OTHER DISCLOSURES UNDER COMPANIES ACT, 2013

a) Extracts of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Act, extract of the Annual Return for the financial year ended March 31, 2020 made under the provisions of Section 92(3) of the Act forms part of this Report and is attached as "Annexure-D". The Annual Return shall also be made available on the Companys website at www.eldecogroup.com

b) Meetings

During the year under review, the Board of Directors met 6 (Six) times in accordance with the provisions of the Act and rules made thereunder. The agenda of the meeting was circulated to the members of the Board in advance along with necessary documents, reports, recommendations etc. so that each Board member can actively participate on agenda items during the meeting. The details of Board and Committee Meetings and the attendance of the Directors at such meetings are provided in the Corporate Governance Report,which forms part of this Annual Report. The intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

c) Committees of the Board

The Company has four Board level Committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) 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 forming part of this Annual Report.

d) Composition of Audit Committee

The Board has constituted an Audit Committee, which comprises of Mr. Anil Tiwari as the Chairman and Mr. Pankaj Bajaj, Mr. Ranjit Khattar and Mr. Ashish Jain as the Members. Other details about the Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

e) Related Party Transactions

All related party transactions were placed before the Audit Committee for approval and are negotiated on arms-length basis and are in the ordinary course of business. Therefore, the provisions of Section 188(1) of the Act are duly complied with. Disclosure as required under Section 134(3)(h) read with Rule 8(2) of the Companies(Accounts) Rules, 2014 are given in "Annexure-E" in Form AOC -2 as specified under the Act. Kindly refer the financial statements for the transactions with related parties entered during the year under review.

None of the transactions with any of the related parties were in conflict with the Companys interest. Suitable disclosure as required by the Accounting Standards has been made in the notes to the financial statements.

f) Particulars of Loans, Guarantees and Investments

Pursuant to the provisions of Section 186 of the Act, the details of Loans, Guarantees and Investments made by the Company as at March 31, 2020 are given in the notes to the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

INTERNAL FINANCIAL CONTROL

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has maintained a proper and adequate system of internal controls.

A detailed note is given under Management Discussion and Analysis Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and Whistle Blower Policy for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Companys Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the Chairman of the Audit Committee in exceptional cases.

The said Policy has been shared with all the concerned and has also been placed on the website of the Company namely https:// www.eldecogroup.com/investor/eldeco-housing-industries-ltd/ corporate-governance/policies

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

The Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:

Number of complaints filed during the financial year NIL
Number of complaints disposed of during the financial year NIL
Number of complaints pending as on end of the financial year NIL

MATERIAL SUBSIDIARY

Omni Farms Private Limited ("Omni"), a wholly subsidiary of the Company is a material subsidiary of the Company under Regulation 24 of the SEBI Listing Regulations and accordingly one Independent Director of the Company was appointed on the Board of Omni Farms Private Limited.

Omni has received order dated 3rd July, 2020 from the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi in respect of the shifting of Registered Office from the Union Territory of New Delhi to the State of Uttar Pradesh.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the period under review, the Board confirms that, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are given as under:

1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

2. Technology Absorption: The Company is taking advantage of the latest developments and advancements in the Construction Industry. The Company is using indigenous technology which is well established in the Country and no foreign technology/ know how was purchased. The Company has not incurred any R & D expenditure during the year

3. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future, as well.

4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.

LISTING

The equity shares of the Company are presently listed at Bombay

Stock Exchange Limited. The Company has already paid listing fees of BSE for the financial year 2020-2021.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the dedicated services by the employees of the Company at all levels and the constructive co-operation extended by them. Your Directors would also like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Bankers, Financial Institutions, Customers, Employees, Suppliers,other Business Associates and various other stakeholders.

For and on behalf of the Board Eldeco Housing and Industries Limited
Date: August 13, 2020

Place: New Delhi

Pankaj Bajaj Chairman cum Managing Director DIN: 00024735