management discussions share price Directors report

To,

The Members

Elcid Investments Limited

Your directors have pleasure in presenting the Forty Second Annual Report together with the audited Statement of Accounts for the year ended 31^st March 2023.

FINANCIAL RESULTS:

	Standalone		Consolidated
	2022-23 (Rs. In Lakhs)	2021-22 (Rs. In Lakhs)	2022-23 (Rs. In Lakhs)	2021-22 (Rs. In Lakhs)
Revenue from operations	7448.64	8,792.70	10,887.19	13477.78
Add/(Less): Total Expenses	(570.21)	(286.65)	(687.75)	(371.17)
Profit / (loss) before exceptional items and tax	6878.43	8506.05	10199.45	13,106.62
Exceptional items	-	-	-	-
Profit/(loss) before tax	6878.43	8506.05	10199.45	13,106.62
Add/(Less): Provision for Tax-Current Deferred Tax Adjustment for previous years	2550.00 (631.38) 75	1550.00 475.50 -	3580.00 (796.83) 75.00	2275.00 827.74 -
Profit/(loss) for the year from continuing operations	4884.81	6480.55	7341.28	10003.88
Profit/(loss) from discontinued operations	0.00	0.00	-	-
Tax Expense of discontinued operations	0.00	0.00	-	-
Profit/(loss) from discontinued operations (After tax)	0.00	0.00	-	-
Profit/(loss) for the year	4884.81	6480.55	7341.28	10003.88
Other Comprehensive Income	(84314.11)	143878.41	(120974.52)	206384.73
Total Comprehensive Income for the year	(79429.30)	150358.95	(113633.25)	216388.61
Opening balance in Retained Earnings*	33278.10	28124.55	49105.32	41138.44
Profit Available for Appropriation	38162.91	34605.10	56446.60	51142.32
Less: Transfer to Statutory Reserve (u/s 45-IC of The Reserve Bank of India Act, 1934)	979.00	1297.00	1472.00	2007.00
Less: Dividend paid	30.00	30.00	30.00	30.00
Less: Corporate Dividend Tax	-	-	-	-
Balance carried to balance Sheet	37,153.91	33,278.10	39101.44	49105.32

* Retained Earnings do not include Debt and Equity instruments classified at Fair Value through Other Comprehensive Income

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

As per Standalone Financial Statements, the total net profit before tax of the Company is Rs. 6878.43 lakhs in the current year compared to Rs. 8506.05 lakhs in 2022. The Net profit after tax stood at Rs. 4,884.81 lakhs as compared to Rs. 6,480.55 lakhs in 2022.

As per Consolidated Financial Statements, total net profit before tax of the Company is Rs. 10199.45 lakhs in the current year compared to Rs. 13106.62 lakhs in 2022. The Net profit after tax stood at Rs. 7341.28 lakhs as compared to Rs. 10003.88 lakhs in 2022.

With the growing markets your Company is also expected to grow, and the future prospects are expected to be better with the booming economy of the Country.

DIVIDEND:

Your Directors have pleasure to recommend payment of Final Dividend for the year ended 31^st March 2023 on 2,00,000 Equity Shares of Rs. 25/- each and will be paid to those members whose names appear on the Register of Members as on Friday, September 15, 2023 after the approval of the members of the Company in the ensuing Annual General Meeting of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the applicable provisions of Companies Act, 2013 read with 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, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

RESERVES:

Company proposes to transfer a sum of Rs. 979,00,000/- to Special reserve created under the provisions of section 45-IC of Reserve Bank of India (Amendment) Act 1997.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report. There has been no change in the nature of business of the company.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023, in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://elcidinvestments.com/agm/

SUBSIDIARY COMPANIES:

The Company has two subsidiary companies viz. Murahar Investments & Trading Company Limited & Suptaswar Investments & Trading Company Limited. However, the Company does not have any joint venture or associate company.

A separate statement containing the salient features of the financial statements of all subsidiaries of your company in the prescribed Form ‘AOC-1 forms part of consolidated financial statements in compliance with section 129(3) and any other applicable sections, if any, of Companies Act 2013read with the rules issued thereunder.

Further, to note that the above-mentioned subsidiary companies have become the material subsidiaries of the company with respect to amended regulations of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 and the compliance with the same is undertaken. The Companys Policy for determining Material Subsidiaries is available on the Companys website at http://elcidinvestments.com/investors/policies/

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of your Company for the financial year 2022-23, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements have been prepared based on the audited financial statements of your company and its material subsidiaries as approved by the respective Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Ms. Amrita Vakil (DIN: 00170725), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing 42^nd AGM and being eligible have offered herself for re-appointment.

Based on performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors recommends her re-appointment as Non-Executive Directors of the Company, liable to retire by rotation.

Ms. Mittal Gori has resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 9^th January 2023.

BOARD OF DIRECTORS:

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the Financial Year 2022-23, 6 Board Meetings were held. The details of the meetings of the Board of Directors and its Committees, convened during the Financial Year 2022-23 are given in the Corporate Governance Report which forms part of this report.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 are decided by the Nomination & Remuneration Committee constituted by the Company. The details of the said Committee are given in the Corporate Governance Report which forms part of this report.

RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION AND OTHER DICLOSURES:

The information required pursuant to Section 197 of the Companies Act 2013 read with the Companies (Appointment and Remuneration) Rules, 2014 are as follows:

1. Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year are as follows:

Sr. No.	Name of the Director	Designation	Remuneration Per Annum (INR)	Ratio (Remuneration of Director to Median Remuneration)
1.	Varun Vakil	Non-Executive Chairman	Nil	NA
2.	Dipika Vakil	Non-Executive Director	30,000	0.05
3.	Amrita Vakil	Non-Executive Director	30,000	0.05
4.	Mahesh Dalal	Independent Director	50,000	0.09
5.	Ketan Kapadia	Independent Director	50,000	0.09
6.	Bharat Talati*	Independent Director	10,000	0.01
7.	Essaji Vahanvati**	Independent Director	15,000	0.02

*Mr. Bharat Talati resigned w.e.f August 05, 2022

**Mr. Essaji Vahanvati was appointed w.e.f November 02, 2022.

Directors are paid remuneration only in the form of sitting fees.

The median remuneration calculated for the Financial Year 2022-23 is Rs. 5,50,008/-

1. Percentage increase in the median remuneration of each Director, CFO, CEO, Company Secretary or Manager if any in the financial year:

There is no increase in the remuneration of CFO. The comparative percentile increase in the salary of Company Secretary could not be reported she was not on the roll of the company for the full complete year. The Directors are only paid sitting fees for attending the meetings.

2. Percentage increase in the median remuneration of employees in the financial year:

A percentage increase/decrease is not reported in the median remuneration as there was no increase in the remuneration of the employees during the year.

3. Number of permanent employees on the rolls of the Company at the end of the year other than Managing Director: 3
4. Average percentile increase 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;

The comparative percentile increase in the salary of such employees could not be reported as the employees were not on the roll for the complete year.

5. Affirmation that the remuneration is as per the remuneration policy of the company:

The Company is in Compliance with the Remuneration Policy.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules and have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act 2013. All the Independent Directors have got themselves registered with the Independent Directors Databank.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 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 committees.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Company is primarily an investment Company, and its business income is the income arriving out of investments held by the Company. The company is functioning under a single segment of investment activities. The growing trend in the Indias economy is a motivating factor for the Company to look forward to increasing the profitability. The predominant risk pertains to investments including volatile capital market risks. The company regularly appoints and seeks advice from reputed portfolio managers to mitigate the risks and accordingly carry out its investments within the risk management framework. The internal control system is commensurate with the size of the Company.

Ratios for the year 2022-23 are as follows:

Ratios	Standalone	Consolidated
Debtors Turnover Ratio	NA	NA
Inventory Turnover Ratio*	NA	NA
Interest Coverage Ratio*	0	0
Current Ratio	NA	NA

 

Debt Equity Ratio**	0	0
Operating Margin Ratio*	NA	NA
Net Profit Margin	NA	NA
Return on Net Worth (RONW)	- 9.55 %	-10.15%

*The company is an investment company hence, the ratios relating to sales, inventory are not applicable to the company.

** The company does not have any debt, therefore the ratio relating to debt and interest comes to 0.

AUDIT COMMITTEE:

The Audit Committee comprises of namely Mr. Mahesh Dalal (Chairman), Mr. Ketan Kapadia and Varun Vakil, Directors as other members. All members of the Audit Committee are financially literate and have experience in financial management. The recommendations of the Audit Committee are always welcomed and accepted by the Board and all the major steps impacting on the financials of the Company are undertaken only after the consultation of the Audit Committee.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013. On the recommendation of the CSR committee, the Board has approved the CSR policy of the Company which is published on the Companys website

CSR Policy : http://elcidinvestments.com/investors/policies/

CSR activities of the Company are carried directly and through Non-Government Organizations, who have track record of minimum of 3 years in carrying out the activities, and other criteria as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, as amended from time to time.

The Annual Report on CSR activities undertaken by the Company during the financial year 2022-23, is annexed as ‘Annexure 1 and forms part of this Report.

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

Considering nature of business activities carried out by the Company, your Board has nothing to report disclosures about Conservation of Energy and Technology Absorption as required under Section 134(m) of the Companies Act, 2013. There was no foreign exchange Inflow or Outflow during the financial year under review.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company is an investment company and therefore the predominant risk pertains to investments including capital market risks. The company regularly appoints and seeks advise from reputed portfolio managers to mitigate the risks and accordingly carry out its investments within the risk management framework.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Your Company is a Non-Banking Finance Company (NBFC) registered with the Reserve Bank of India. Investments made by the Company are in the ordinary course of business. Hence Section 186 of the Companies Act 2013 is not applicable on the Company.

There were no loans and guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the Company during the year under review with Related Parties were in the ordinary course of business and on arms length basis in terms of provisions of the Act. All transactions

with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the "Annexure 3" to this report.

STATUTORY AUDITORS:

As per provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in their 40^th Annual General Meeting held on 29^th September, 2021 appointed M/s. Vora & Associates, Chartered Accountants (Firm Registration No. 111612W), as the Statutory Auditors of the Company for a term of consecutive 3 years i.e. from the conclusion of 40^th Annual General Meeting till the conclusion of 43^rd Annual General Meeting of the Company to be held for the financial year ending 31^st March, 2024.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ruchi Kotak & Associates, Company Secretaries to undertake the Secretarial Audit of the Company and its material Subsidiaries. The Report of the Secretarial Auditor is annexed herewith as "Annexure 4".

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors of the Company. However, the secretarial auditor has made observation with respect to the appointment of Independent Director. The observation made by the auditor to which management has reply is mentioned below:

Particulars of Observation

Reply to the Observation

Delay in 15 days towards confirmation appointment of Independent Director by members.

There was a delay of 15 days in obtaining approval from shareholders towards the appointment of Independent Director under the provisions of SEBI (Listing Obligations & Disclosure Requirements) 2015. The shareholders approval should have been taken on or before 1st February 2023 but the resolution was approved by the shareholders on 16th February 2023. Hence there was a delay of 15 days. Due to the resignation of Company Secretary, there was a delay in dispatch of Postal Ballot notice, but the Company took steps to initiate the voting before the completion of 3 months time.

During the financial year under review, no fraud against the Company or by the Company was found by the Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: —

1. in the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures.
2. 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 profit and loss of the company for that period.
3. the directors had 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.
4. the directors had prepared the annual accounts on a going concern basis.
1. 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; and
2. 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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, prevention & detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of financial disclosures. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. During the year under review, no material observation has been made by the internal auditor and statutory auditor of the Company in relation to efficiency and effectiveness of such controls.

VIGIL MECHANISM:

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Whistle Blower Policy has been appropriately communicated within the company and is available on the website of the Company at http://elcidinvestments.com/investors/policies/

DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

SHARES:

There is no change in the Share Capital of the Company. As on March 31,, 2023, the issued, subscribed and the paid-up share capital of the Company stood at Rs. 20,00,000/- comprising of Rs. 2,00,000 Equity Shares of Rs. 10/- each.

COST AUDIT:

The cost audit pursuant to the provisions of Section 148 of the Companies Act, 2013 is not applicable to the company.

CORPORATE GOVERNANCE:

As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Secretarial Auditor confirming compliance forms an integral part of this Report as "Annexure 5".

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2022- 23 to BSE Ltd. where the Companys Shares are listed.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing monthly remuneration of Rs.8,50,000/- per month or Rs. 1,02,00,000/- per annum. The company has 3 employees. Hence the Company is not required to disclose any information as per Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

The Company has in place a policy on Prevention of Sexual Harassment at Workplace. Pursuant to applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said act has confirmed that no complaint/case has been filed/pending with the Company during the year.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

OTHER DISCLOSURES:

1. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the Board of Directors and General Meetings.
2. The CFO and CEO of the Company has not received any remuneration or commission from any of Companys Subsidiary.
3. The Company has not issued any equity shares with differential rights to dividend, voting or otherwise.
4. The Company has not issued any shares, warrants, debentures, bonds or any other convertible or non- convertible securities.
5. The Company has not issued any sweat Equity shares to its directors or employees.
6. The Company has not made any changes in the voting rights.
7. The Company has not reduced or bought back its share capital, has not changed the share capital structure from any restructuring.
8. The companys securities were not suspended for trading during the year.
9. The disclosure pertaining to explanation for any variations or deviation in connection with certain terms of a public issue, right issue, preferential issue etc is not applicable to the company.
10. There was no revision of financial statements and Boards Report of the Company during the year under review.
11. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act 2013.
12. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose 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 is not applicable; and
13. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board

For Elcid Investments Limited

Varun Vakil Chairman

Mumbai: May 29, 2023