Dear Members,
The Board of Directors hereby submits the report of the business and operations of your
Company together with the audited financial statements for the financial year ended March
31,2023.
Financial Performance
Your Companys financial performance for the year under review as compared with that
during the previous year is summarized below:
(Amt. in lakhs)
Particulars |
Financial Year ended |
|
March 31, 2023 |
March 31,2022 |
| Revenue from Operations |
71.99 |
300.14 |
| Other Income |
208.30 |
2.81 |
| Total Income |
280.29 |
302.95 |
| Profit/ loss before Depreciation, Finance Costs, Exceptional items and
Tax Expense |
184.09 |
128.32 |
| Less: Depreciation/Amortisation/ Impairment |
23.41 |
139.78 |
| Profit/ loss before Finance Costs, Exceptional items and Tax Expense |
160.68 |
(11.46) |
| Less: Finance Costs |
1.23 |
10.21 |
| Profit/ loss before Exceptional items and Tax Expense |
159.45 |
(21.67) |
| Add/ (less): Exceptional items |
835.85 |
0 |
| Profit/ loss before Tax Expense |
995.30 |
(21.67) |
| Less: Tax Expense |
145.05 |
(4.73) |
| Profit/ loss for the year (1) |
850.25 |
(16.94) |
| Total Comprehensive Income/ loss (2) |
(1.76) |
0.78 |
| Total (1 +2) |
848.49 |
(16.16) |
State of the Companys affairs
a) The Company is engaged in the business as property developers and allied services.
There has been no change in the business of the Company during the year ended March
31,2023.
b) The highlights of the Companys performance are as under:
Total Income and Operating Profit (Loss) for the year under review amounted to Rs.
280.29 Lakh and Rs. 184.09 Lakh respectively as compared to Rs. 302.95 Lakh and Rs. 128.32
Lakh, in the previous financial year. The Company earned 835.85 Lakh as exceptional item
on sale of a project, during the period under review.
The Profit (Loss) before Tax and Profit (Loss) after Tax for the year under review
amounted to Rs. 995.30 Lakh and Rs. 850.25 Lakh respectively as compared to Rs. (21.67)
Lakh and Rs. (16.94) Lakh, in the previous financial year.
Other Material Changes
During the year under review, a Share Purchase Agreement was executed between the
promoters of the Company and the acquirer in respect of the shares held by the promoters.
Subsequently, open offer of 26,95,852 equity shares was made by the acquirer against
which 1,40,000 equity shares were tendered by the public.
Managements discussion and analysis report
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as Listing Regulations), the Managements discussion and analysis report is
set out in this Annual Report.
Share Capital
a) Equity shares with differential rights
The Company has not issued any equity share with differential rights during the year
under review.
b) Buy Back of Securities
The Company has not bought back any equity shares during the year under review.
c) Sweat Equity
The Company has not issued any sweat equity shares during the year under review.
d) Bonus Shares
No bonus shares were issued during the year under review.
e) Employees Stock Option Plan
The Company has not provided any stock option scheme to the employees.
Investor Education and Protection Fund (IEPF)
There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company during the year under review.
Directors and Key Managerial Personnel
As per the Articles of Association of the Company and the relevant provisions of the
Companies Act, 2013, Mr. Gurupreet Sangla (DIN 00036988) is liable to retire by rotation
at the ensuing Annual General Meeting (‘AGM) and being eligible, offer himself for
re-appointment. Keeping in view his expertise, experience and knowledge, the Board
considers it desirable to continue to avail his services and recommends his
re-appointment.
Further, Ms. Puniti Sharma, resigned from the post of Chief Financial Officer and
Company Secretary of the Company. Fler resignation was effective from the closing of the
business hours of January 13, 2023.
In order to fulfill the vacant position of the Company Secretary caused due to the
resignation of Ms. Puniti Sharma, Ms. Sanjana Rani, Associate member of Institute of
Company Secretaries of India, having membership No. A44164, was appointed as a Company
Secretary of the Company with effect from January 16, 2023.
After the closure of the financial year under review, Ms. Sanjana Rani, Company
Secretary of the Company was appointed as Chief Financial Officer of the Company with
effect from July 12, 2023 in recognition of her performance and dedication towards the
Company.
Particulars of Loans, Guarantees or Investments
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.
Particulars of Contracts or Arrangements made with Related Parties
In line with the requirements of the Companies Act, 2013 and Listing Regulations, a
Policy on Related Party Transactions is in place and the same is available on Companys
website at www.ettgroup.in/investor section/codes & policies. The policy intends to
ensure that proper reporting, approval and disclosure processes are in place for all
transactions between the Company and Related Parties.
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company which may have potential
conflict with interest of the Company at large. Accordingly, particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013
in Form AOC-2 do not form part of the report. The details of the related party
transactions are set out in Note 40 to the financial statements forming part of this
Annual Report.
Transfer to reserves
The closing balance of the retained earnings of the Company for the financial year
2023, after all appropriation and adjustments was Rs. 1232.15 Lakh. No retained earnings
have been transferred to General Reserve, during the year under review.
Dividend
To retain funds for future projects, your Directors do not recommend any dividend for
the year ended March 31,2023. Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
Remuneration Policy
The policy of the Company on directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under sub-section (3) of Section 178 of the Companies Act,
2013, is available on our website at www.ettgroup.in/investor section/Codes &
Policies. We affirm that the remuneration paid to the directors is as per the terms laid
out in the nomination and remuneration policy of the Company. The disclosure pertaining to
the managerial remuneration is mentioned in the Corporate Governance Report.
Particulars of Employees
The particulars of employees in accordance with the provisions of Section 197(12) of
the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as Annexure 1 to the Boards report. The
information required under Rule 5 (2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part
of the Report.
Annual Evaluation of Board Performance and Performance of its Committees and of
Directors
Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure
and time schedule for the performance evaluation process for the Board, its Committees and
Directors. The detailed manner in which formal annual evaluation has been made by the
Board has been mentioned in the Corporate Governance Report which is part of this report.
Meetings of the Board
The Board of Directors met 9 (Nine) times during the year ended March 31, 2023 in
accordance with the provisions of the Companies Act, 2013 and rules made there under. For
further details, please refer report on Corporate Governance which forms part of this
Annual Report.
Declaration by Independent Directors
The Company has received necessary declaration from each Independent Director 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 and Regulation 25 of the Listing
Regulations.
All Independent Directors have registered themselves with the Indian Institute of
Corporate Affairs for the inclusion of their name in the data bank of independent
directors, pursuant to the provision of Rule 6(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014. Further, they have confirmed that they shall
comply with other requirements, as applicable under the said rule.
In accordance with the provisions of the Companies Act, 2013, none of the Independent
Directors are liable to retire by rotation.
Familiarization Program of Independent Directors
The details of familiarization program for Independent Directors are available on
Companys website at www.ettaroup. in/investor section/Codes & Policies. The
Company issues a formal letter of appointment outlining his/ her role, function, duties
and responsibilities, at the time of appointment of an independent director.
Separate Independent Directors Meeting
During the financial yearended March 31,2023, separate meeting ofthe Independent
Directors was held on March 6, 2023 without the attendance of non-independent directors
and members ofthe management. Independent Directors Meeting considered the performance of
Non-Independent Directors and Board as whole and assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Board.
Internal Financial Control and its adequacy
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.
Statutory Auditors
In terms of Section 139 ofthe Companies Act, 2013, read with Companies (Audit and
Auditors) Rules, 2014, Members of the Company in the 29th Annual General
Meeting held on September 29, 2022 approved the appointment of M/s VSD & Associates,
Chartered Accountants (FRN: 008726N), as the Statutory Auditors of the Company for a term
of 5 years i.e from the conclusion of 29th Annual General Meeting till the
conclusion of 34th Annual General Meeting ofthe Company. The Statutory Auditors
have confirmed they are not disqualified from continuing as Auditors ofthe Company.
Auditors Report
The Report given by M/s VSD & Associates , Chartered Accountants on the financial
statement ofthe Company for the year ended March 31, 2023 is part of the Annual Report.
The observation of the Auditors along with comments of the Board of Directors thereon is
as follows:
1. The Auditors have made an observation regarding the dues outstanding in respect of
Sales Tax & Entry Tax on account of any dispute as referred to in point (vii)(b) of
the Annexure "A" to the Independent Auditors Report.
In the opinion ofthe Board, the comment of the Auditors read with the Note no. 57(a) of
Notes to Financial Statements is self explanatory and do not warrant any specific
clarification.
Accounts along with notes and Independent Auditors Report (except as aforesaid) are
self explanatory and do not require further explanation and clarification.
Secretarial Auditor
As required under Section 204 of the Companies Act, 2013 and rules thereunder, the
Board has appointed M/s Naresh Verma & Associates, Practicing Company Secretaries, as
secretarial auditor of the Company for the financial year 202223. The secretarial audit
report forthe financial year2022-23 forms part of this report as Annexure 2. The
secretarial audit report does not contain any qualification, reservation or adverse
remark.
Corporate Governance Report
The Corporate Governance Report, as stipulated under the Listing Regulations, forms
part of this Report. Your Company has in place all the statutory Committees required under
the law. Details of Board Committees along with their terms of reference, composition and
meetings of the Board and Board Committees held during the year, are provided in the
Corporate Governance Report. The Company has adopted the policies in accordance with the
Companies Act, 2013 and the Listing Regulations. These policies are available on the
website of the Company at www.ettgroup.in/investor section/ Codes & Policies. _
The requisite Certificate issued by M/s Naresh Verma & Associates, Company
Secretaries, in line with the Listing Regulations is annexed and forms part of the
Corporate Governance Report.
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate Company.
Change in registered office
During the year, there was no change in registered office of the Company.
Annual Return
The Annual return as required under Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013 is available on the Companys website at www.ettgroup.in/investor
section/Annual Return.
Secretarial Standards
The applicable mandatory Secretarial Standards, i.e , SS-1: Secretarial Standard on
Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meetings
issued by the Institute of Company Secretaries of India, have been followed by the
Company.
Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable
to the Company.
Audit Committee
The details pertaining to the composition of the audit committee are included in the
Corporate Governance Report, which is a part of this report.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility state me nt:-
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures therefrom;
(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 at the end of the
financial year and of the loss of the Company for that period;
(c) the proper and sufficient care has been taken 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 annual accounts are prepared on a going concern basis;
(e) the internal financial controls are laid to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and
(f) the proper systems have been devised to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively.
Vigil Mechanism Policy
A Vigil Mechanism Policy is constituted for Directors and employees to provide
appropriate avenues to report to the management instances of unethical behaviour, actual
or suspected, fraud or violation of the Companys code of conduct. The Company has
provided dedicated e-mail id secretarial@ettgroup.in for reporting such concerns to
Vigilance Officer or to the Chairman of the Audit Committee in exceptional cases.
Alternatively, employees can also send written communications to the Company. The
employees are encouraged to voice their concerns by way of whistle blowing and all the
employees have been given access to the Audit Committee. The Whistle Blower Policy is
available on the website of the Company at www.ettgroup.in/investor section/codes &
policies.
Reporting of frauds by Auditors
During the year under review, neither the statutory auditors northe secretarial auditor
has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Directors Report.
Listing
The equity shares of your Company are listed on BSE Limited. The Annual Listing fee for
the financial year 2022-23 has been paid to BSE Limited.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company has in place the Policy on Prevention of Sexual Harassment at Workplace in
line with the requirement of the Sexual Harassment of Women at the workplace (Prevention,
Prohibition & Redressal) Act, 2013. There were no complaint(s) received from any
employee during the financial year 2022-2023.
Risk Management Policy
In todays economic environment, Risk Management is very important part of the
business. The main aim of risk management is to identify, monitor and take precautionary
measures in respect of the events that may pose risks for the business. Your Company
recognizes risk management as an integral component of good corporate governance. The
Company has developed and adopted a risk management policy. Risks are assessed
encompasses, Operational risks, Internal Control risks, External risks, information
technology risks etc.
Significant and material orders passed by the Regulators or Courts or Tribunals
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the companys operations in future.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The following information is given in accordance with the provisions of sub-section
3(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014:
(a) Conservation of Energy & Technology Absorption: Since the Company is not
engaged in any manufacturing activity, issues relating to conservation of energy and
technology absorption are not quite relevant to its functioning.
(b) Export Activities: There was no export activity in the Company during the
year under review.
(c) Foreign Exchange Earnings and Outgo: There was no foreign exchange earning
and expenditure of the Company during the year under review.
Maintenance of Cost Records
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable on the Company.
Acknowledgement
The Board of Directors wishes to express its gratitude and record its sincere
appreciation for the commitment and dedicated efforts put in by all the employees. Your
Directors take this opportunity to express their grateful appreciation for the
encouragement, cooperation and support received by the Company from the local authorities,
bankers, tenants, suppliers and business associates. The directors are thankful to the
esteemed shareholders for their continued support and the confidence reposed in the
Company and its management.
For and on behalf of Board of Directors |
|
Sandeep Sethi |
Gurupreet Sangla |
Managing Director |
Jt. Managing Director |
DIN:00053915 |
DIN:00036988 |
New Delhi |
|
September 1, 2023 |
|
+91-9892691696
