Elitecon International Ltd Directors Report.

To

The Members

Your Directors have pleasure in presenting their 33rd Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31, 2020.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Key highlights of financial results for Elitecon International Limited for the financial year 2019-20 are tabulated below:

Particulars 2019-20 2018-19
Total Revenue From Operation 31,50,089 25,82,030
Less: Total Expenses 32,42,442 23,95,848
Profit Before Tax (92,353) 1,86,182
Tax Expenses:
Current Year Tax - 48,410
Deferred Tax - -
Net Profit After Tax (92,353) 1,37,772

BRIEF DESCRIPTION OF THE COMPANYS STATE OF AFFAIRS:

During the year under review the company incurred the loss of Rs. (92,353)/- (Ninety two thousand three hundred and fifty three Only) as compared to the previous year profit of 1,86,182/- (One lakh eighty six thousand one hundred and eighty two Only). The company is hopeful and optimistic about increase in revenue of company in next years.

GENERAL RESERVE:

The Company didnt transfer any amount to the General Reserve for the financial year 2019-20 as company incurred the losses in current year.

DIVIDEND:

The Board does not recommend any dividend for the financial year 2019-20.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2020 was Rs. 1,06,00,000/- (Rupees One Crore Six Lakhs Only). There was no public Issue, right issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

CHANGES IN THE NATURE OF BUSINESS:

There has been Change in the nature of the business of your Company during the year under review. The company inserted new object in main objects of the company. The new business activity company starting operating with the intention to increase its profits and business. The new business is of contractors, Builders, Town planners, Infrastructure developers, Estate developers and Engineers land developers, Land Scapers, estate agents, immovable property dealers and to acquire, buy, purchase, hire or otherwise lands, buildings, civil works immovable property of any tenure or any interest in the same and to erect and construct, houses, flats, bungalows, kothis or civil work of every type on the land of the Company or any other land or immovable property whether belonging to the Company or not.

PUBLIC 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 for the financial year 2019-20.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith as "Annexure-A". The link for mGt-9 in the website is www.kashiram.co.in

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant Rules framed thereunder either to the Company or to the Central Government.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :

Your Company has no subsidiary Company, Joint Ventures or Associate Companies during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

I n terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

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 system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period 2019-20 under review none of the director was appointed and resigned from the post

of Directorship.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of

the Companies Act, 2013.

There were many appointment and resignation of Director/ KMP during the year 2019-20 as follows:-

S.NO. NAME DESIGNATION PARTICULAR DATE OF EVENT
1 Ms. Wazda Tarannum Company Secretary Resignation as Company Secretary 15th April, 2020
2 Ms. Pinky Singh Additional (Nonexecutive Independent) Director Appointment as Additional Director 22nd April, 2019
3 Mrs. Lalita Devi Agarwal Director (Nonexecutive Independent Resignation as Director 22nd April, 2019
4 Mr. Darshan Dineshbhai Patel Additional (Nonexecutive professional) Director Appointment as Additional Director 27th July, 2020
5 Ms. Vandana Gupta Additional (Nonexecutive Independent) Director Appointment as Additional Director 27th July, 2020
6 Ms. Pinky Singh Director (Non- Regularised in 16th
executive Independent) Annual general Meeting September, 2019
7 Ms. Vandana Gupta Director (Nonexecutive Independent) Regularised in Annual general Meeting 16th September, 2019
8 Mr. Darshan Dineshbhai Patel Director (Nonexecutive professional) Regularised in Annual general Meeting 16th September, 2019
9 Ms. Bhavan Seth Company Secretary Appointment as Company Secretary 27th July, 2020
10 Mr. Patel Akshaykumar Dineshkumar Additional (executive) Director Appointment as Additional Director 7th December, 2019
11 Mr. Darshan Dineshbhai Patel Director (Nonexecutive professional) Resignation as Director 7th December, 2019

After the Financial Year end, the following changes took place from 1st April, 2020 to 5th September, 2020 as follows:-

S.NO. NAME DESIGNATION PARTICULAR DATE OF EVENT
1 Mr. Devanand Vishal Curtorcar Additional (Nonexecutive NonIndependent) Director Appointment as Additional Director 24th June, 2020
2 Mr. Patel Akshaykumar Dineshkumar Managing Director and Chief Financial Officer (CFO) Appointment as Managing Director and Chief Financial Officer (CFO) 29th June, 2020
3 Mr. Bishnu Agarwal Director, Managing Director and Chief Financial Officer (CFO) Resignation as Managing Director and Chief Financial Officer (CFO) 29th June, 2020
4 Mr. Sanjib Saha Director Resignation as Director 29th June, 2020
5 Mr. Avaiz Ali Additional (executive) Director, whole time Director and Chief Executive Officer (CEO) Appointment as Additional (executive) Director, whole time Director and Chief Executive Officer (CEO) 10th July, 2020
6 Mr. Avaiz Ali Managing Director and Chief Executive Officer and Chief Financial Officer Appointment as Managing Director and Chief Executive Officer and Chief Financial 5th August, 2020
Officer
7 Mr. Avaiz Ali Whole time Director Resignation as Whole time Director 5th August, 2020
8 Mr. Patel Akshaykumar Dineshkumar Managing Director and Chief Financial Officer (CFO) Resignation as Managing Director and Chief Financial Officer (CFO) 5th August, 2020

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policies and strategies apart from other Board business. During the year, nine (9) Board meetings were held. The maximum time gap between any two consecutive meetings did not exceed 120 days.

The Board meeting held on 15th April, 2019, 22nd April, 2019, 24th May, 2019, 22nd July, 2019, 27th July, 2019, 13th August, 2019, 14th November, 2019, 7th December, 2019 and 14th February, 2020.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, 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 Audit, Nomination & Remuneration Committee.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committees was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:

The current policy is to have an appropriate mix of executive, non-executive and independent Director to maintain the independence of the Board, and separate its functions of governance and management. As of March, 31 2019, the Board had four (4) Directors.

The Policy of the company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of Companies Act, 2013 is in place and maintained by company as per law

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to the particulars of conservation of energy, technology absorption etc are not applicable to the Company.

During the period under review there was no foreign exchange earnings or out flow.

RELATED PARTY TRANSACTIONS:

The details of the transactions with related parties during the financial year 2019-20 are provided in the accompanying financial statements. Form AOC-2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-B.

MATERIAL CHANGES AND COMMITMENTS:

No significant and material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CHANGE IN NAME OF COMPANY

The name of the company has been changed from "Kashiram Jain and Company Limited" to Elitecon International Limited w.e.f. 22nd July, 2019.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

AUDITORS:

M/s. Poddar Agarwal & Co., Chartered Accountants, (FRN: 329486E), were appointed as Statutory Auditors of the Company for a period of 5 years in the 28th AGM of the Company which was held on 28th September, 2015 and have audited Financial Statements for the FY 2019-20 as Statutory Auditors of the Company and whose term comes to an end after the conclusion of this Annual General Meeting.

The Board of the company has again decided to appoint M/s. Poddar Agarwal & Co., Chartered Accountants, (FRN: 329486E, as Statutory auditor of the company for term of five (5) years. Accordingly, as per section 139 and 141 of the Companies Act, 2013.

AUDITORS REPORT:

The observation made in the Auditors Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT:

The Board had appointed Ms. Richa Dhamija, Practicing Company Secretary, (C.P No. 12099), to carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure C" for the financial year 2019-20.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each of the Independent Directors, under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in section 149(6) of the companies Act, 2013..

INDEPENDENT DIRECTOR MEETING:

During F.Y. 2019-20, one (1) meeting of the Independent Directors was held on 7th February, 2020. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent Director to maintain the independence of the Board, and separate its functions of governance and management. As of March, 31 2020, the Board had four (4) Directors.

The Policy of the company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of Companies Act, 2013 is in place and maintained by company as per law.

RISK MANAGEMENT:

In todays economic environment, Risk Management plays a very important part of business. The main aim of risk management is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the provisions of the Section 177(9) of the Act and the revised Regulation 22 of the SEBI (LODR) Regulation, the Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:

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 EMPLOYEES:

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required to be given in the report.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Managements discussion and analysis is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015, of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day of previous financial year i.e. on 31st March 2020 and Net Worth both were not exceeding the limit as given under the regulation 15 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.

Therefore, in terms of the said circular the compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C , D and E of Schedule V are not applicable to our Company during the year 2018-19.

AUDIT COMMITTEE:

The Audit Committee of the Company duly constituted by the following members:-

i) Ms. Pinky Singh

ii) Ms. Vandana Gupta

iii) Mr. Devanand Vishak Curtorcar

The Committee met 5 (Five) times on 29.05.2019, 14.08.2019, 05.09.2019, 14.11.2019 and 07.02.2020 during the financial year 2019-20. The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors. The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.

No sitting fees have been paid to any director during the year. The remuneration paid to all Key managerial Personnel was in accordance with remuneration policy adopted by the company.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company duly constituted by the following members:-

The Audit Committee of the Company duly constituted by the following members:-

i) Ms. Pinky Singh

ii) Ms. Vandana Gupta

iii) Mr. Devanand Vishak Curtorcar

The Committee met 5 (Five) times on 29.05.2019, 14.08.2019, 05.09.2019, 14.11.2019 and 07.02.2020 during the financial year 2019-20. The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors. The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Nomination and Remuneration Committee of the Company duly constituted by the following members:-

The Audit Committee of the Company duly constituted by the following members:-

i) Ms. Pinky Singh

ii) Ms. Vandana Gupta

iii) Mr. Devanand Vishak Curtorcar

The Committee met 5 (Five) times on 29.05.2019, 14.08.2019, 05.09.2019, 14.11.2019 and 07.02.2020 during the financial year 2019-20. The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors. The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

By the order of Board of
Elitecon International Limited
Date: 28.08.2020 Avaiz Ali Devanand Vishal Curtorcar
Place: Guwahati Managing Director Director