Encompass Design India Ltd Directors Report

DIRECTORS REPORT FOR THE FINANCIAL YEAR 2023-2024

To The Members,

The Directors present the 14th Annual Report of Encompass Design India Private Limited along with the Audited financial Statements for the financial year ended March 31, 2024.

1. Financial Highlights

The Companys Financial Performance for the financial year ended on 31st March, 2024 under review along with previous years figures are given hereunder:

		(Rs. In Lakh)
Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Turnover	4004.18	2,162.47
Profit/(Loss) before taxation and extraordinary items	927.94	(97.66)
Add/Less: Extraordinary Items	-	-
Profit/(Loss) before taxation	927.94	(97.66)
Less : Tax Expense	240.03	31.81
Profit/(Loss) after tax	687.91	(129.46)

2. State of Companys Affairs and Future Outlook

The Company has earned a net profit of Rs. 687.91 lacs during the current financial year 2023-24 whereas in previous financial year 2022-23 the company incurred a loss of Rs. (129.46) lacs.

There was no change in the nature of business of the Company during the financial year 2022-2023.

3. Dividend

The directors of the company are not recommending any payment of dividend.

4. Details in respect of frauds reported by Auditors under Sub Section (12) of Section 143 other than those reportable to the Central Government

No material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of audit.

5. Amounts Transferred to Reserves

The Board of the company has proposed that no amount has been transferred to reserves.

6. Changes in Share Capital, if any

During the Financial Year 2023-24, there has been no change in the capital structure of the Company during the year.

7. Disclosure regarding Issue of Equity Shares with Differential Rights

There has been no issue of equity shares with differential rights for the financial year 2023-24.

8. Disclosure regarding issue of Employee Stock Options

There has been no issue of employee stock options for the financial year 2023-24.

9. Disclosure regarding issue of Sweat Equity Shares

There has been no issue of sweat equity shares for the financial year 2023-24.

10. Extract of Annual Return

The Annual Return of the Company is prepared in Form MGT-7A and will be available in the Registered Office of the Company.

11. Number of Board Meetings

During the Financial Year 2023-24, 8 meetings of the Board of Directors of the company were held.

Sr. No	Date Of Board Meeting	Directors Present
1.	14-04-2023	1) Mr. Amit Dalmia
		2) Mrs. Susmita Dalmia
2.	10-05-2023	1) Mr. Amit Dalmia
		2) Mrs. Susmita Dalmia
3.	01-09-2023	1) Mr. Amit Dalmia
		2) Mrs. Susmita Dalmia
4.	30-09-2023	1) Mr. Amit Dalmia
		2) Mrs. Susmita Dalmia
5.	18-10-2023	1) Mr. Amit Dalmia
		2) Mrs. Susmita Dalmia
6.	21-12-2023	1) Mr. Amit Dalmia
		2) Mrs. Susmita Dalmia
7.	23-03-2024	1) Mr. Amit Dalmia
		2) Mrs. Susmita Dalmia
8.	26-03-2024	1) Mr. Amit Dalmia
		2) Mrs. Susmita Dalmia
9.	31-03-2024	1) Mr. Amit Dalmia
		2) Mrs. Susmita Dalmia

12. Particulars of Loan, Guarantees and Investments under Section 186

The company has no Loan, Guarantees and Investments under Section 186.

13. Particulars of Contracts or Arrangements with Related Parties

There were no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2023-24 and hence Form AOC-2 is not applicable.

14. Boards Comment on the Auditors Report

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

15. Material Changes Affecting the Financial Position of the Company

No material changes affecting the financial position of the Company, occurred between the end of the financial year of the Company to which the financial statements related i.e. 31st March 2024 and the date of the report i.e. 2nd September 2024.

16. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

Sr. No. Particulars	Directors Reply or Feedback
a) Conservation of Energy:
Steps taken for conservation	Directors are glad to inform that company is providing serious attention towards conservation of energy. It has continued to focus on environment friendly.
Steps taken for utilizing alternate sources of energy
Capital investment on energy conservation equipments
b) Technology Absorption:
Efforts made for technology absorption Benefits derived	There was no import of technology.
Expenditure on Research &Development, if any
Details of technology imported, if any
Year of import
Whether imported technology fully absorbed
Areas where absorption of imported technology has not taken place, if any
c) Foreign Exchange Earnings/ Outgo:
Earnings	Rs. 2,62,34,332
Outgo	Rs. 5,36,275

17. Details of Subsidiary, Joint Venture or Associates

The company has no subsidiaries, joint ventures or associate companies during the financial year 2023-24.

18. Details of Directors and Key Managerial Personnel

There has been no change in the Director and Key Managerial Personnel during the Financial Year 2023-24.

19. Cost Records

The provision of Cost audit as per section 148 of Companies Act, 2013 is not applicable on the Company.

20. Details of significant & material orders passed by the regulators or courts or tribunal

There are no significant & material orders passed by the regulators or courts or tribunal.

21. Deposits

According to the notification issued by Ministry of Corporate Affairs (MCA) on 19th September 2017, Private Company can accept deposit from its members if Company fulfills the conditions mentioned in the notification. Accordingly, the Company complied with the proviso clause of the notification by filing Form DPT-3 with the MCA within the prescribed time limit.

Company has filed Form DPT-3 for filing Particulars of transactions by a company not considered as deposit as per rule 2 (1) (c) of the Companies (Acceptance of Deposit) Rules, 2014 during the financial year 2023-24.

22. Receipt of any commission by MD / WTD from a Company or for receipt of commission / remuneration from its holding or subsidiary

There has been no Receipt of commission by MD / WTD of the Company or for receipt of commission / remuneration from it holding or subsidiary.

23. Corporate Social Responsibility (CSR) Policy

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

24. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company is committed to provide a safe and conducive work environment to its employees. There have been no cases filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 in the financial year 2023-24 and the Company has complied with the provisions of maintenance of Internal Complaints Committee.

25. Internal Financial Controls with reference to the Financial Statements

The Company has duly established and maintained its internal controls and procedures for the financial reporting and evaluated the effectiveness of Internal Control Systems. The internal control systems commensurate with the size, scale and complexity of its operations.

26. Statement Indicating Development and Implementation of Risk Management Policy

The Company has Risk Management Policy and the elements of risk threatening the Companys existence are very minimal.

27. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, the Board of Directors has proposed the reappointment of V.K Beswal & Associates Chartered Accountants, (FRN No. 101083W) as the Statutory Auditors of the Company from the conclusion of ensuing AGM till the conclusion of the AGM to be held in the year 2029 (up to F.Y. 2028-2029 i.e. for the period of five financial years). The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

28. Allotment of 33,541 Equity Shares issued in lieu of conversion of Preference Shares

The Board of Directors at its meeting held on March 26, 2024 approved the allotment of 33,541 (Thirty Three Thousand Five Hundred and Forty One) Equity Shares of face value of INR 10/- (Indian Rupees Ten Only) each to Vistra ITCL (India) Ltd - Trustee - Blume Ventures Fund I upon conversion of 33,541 (Thirty Three Thousand Five Hundred and Forty One) Preference Shares, as approved by the Members of the Company in the Extra-Ordinary General Meeting held on March 25, 2024.

29. Split of share certificates issued by the company:

The Board of Directors at its meeting held on March 31, 2024 approved the split of share certificate as per the details given below:

Name	Current Share Cert. No.	No. of Shares	Distinactive Nos.		New Sh. Cert. No.	No. of Shares	Distinctive Nos.
			From	To			From	To
Vistra ITCL (India) Limited -	29	33,541	262,565	296,105	30	16,721	2,62,565	2,79,285
Trustee - Blume Ventures Fund I					31	16,820	2,79,286	2,96,105

30. Execution of share purchase agreement:

The Board of Directors at its meeting held on March 31, 2024 approved the execution of Share Purchase agreement between the Company, VISTRA ITCL (INDIA) LTD-TRUSTEE-BLUME VENTURES FUND I, investing under its scheme Multi Sector Seed Capital Fund ("Seller"), Mr. YOGENDRA VASHISHTA ("Buyer") and Mr. RUMAN AGARWAL ("Buyer") for sale of 33,641 equity shares held in the Company at a consideration amount of Rs. 14,12,922.

31. Transfer of shares

The Board of Directors at its meeting held on March 31, 2024 registered the transfer of the below mentioned shares in favour of the transferee as follows:

Sr No.	Name of the Transferor	Name of the Transferee	No. of Shares	Share Certificate No.	Distinctive From	No. To
1	Vistra ITCL	Yogendra	16,821	14	1,94,390	1,94,489
	(India) Limited Trustee - Blume	Vashishta		30	2,62,565	2,79,285
2	Ventures Fund I	Ruman Agarwal	16,820	31	2,79,286	2,96,105
	Total		33,641

32. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had 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 31st March, 2023 and of the profit /loss of the Company for that period;

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

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India.

31. Acknowledgment

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

	For and on behalf of the Board of Directors of
	ENCOMPASS DESIGN INDIA PRIVATE LIMITED
	Amit Dalmia	Susmita Dalmia
	Director	Director
	DIN:00210919	DIN:02401290
Place: Mumbai
Date: 02/09/2024