Elegant Floriculture & Agrotech (India) Ltd Directors Report

The financial results are summarized below:

(Amount in Hundreds)

During the year, the Company has earned Total Revenue of Rs.1,29,295.20 hundreds in comparison to Rs.1,50,955.21 hundreds earned during the previous year. The Company has incurred net loss of Rs.12,487.83 hundreds in comparison of net profit of Rs.13,897.73 earned hundreds during the previous year. Your directors are hopeful of better performance in the forthcoming year. There was no change in the nature of the business of the Company during the year.

Your Directors abstain from declaring any dividend for the year and no amount of profit was transferred to General Reserve.

Management Discussion & Analysis Report is being given under the Corporate Governance Report. There are no material changes between the end of the financial year and the date of the report which may affect the financial position of the Company.

91.056% of the Companys paid up Equity Share Capital is in dematerialized form as on 31^st March, 2023 and balance 8.944% is in physical form. The Companys Registrar and Transfer Agent is Link Intime (India) Pvt. Ltd. having their registered office at C-101, 1^st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai - 400 083.

At present, the Equity shares of the Company are listed at BSE Limited.

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 weaknesses in the design or operation were observed

The Company is having adequate resources at its disposal to meet its business requirements and for efficient conduct of business. The Company has not raised any funds by issue of any securities during the year.

Your company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs and loss for the year ended 31^st March, 2023.

The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory Auditors:

(a) M/s. Shiv Pawan & Company (having Firm Registration No. 120121W), Chartered Accountants, Navi Mumbai, hold their office till the conclusion of the ensuing Annual General Meeting. M/s. Shiv Pawan & Company have expressed their unwillingness for reappointment as the Statutory Auditors of the Company.

The Board has recommended the appointment of M/s. Valawat & Associates, Chartered Accountants, Udaipur (having Firm Registration No. 003623C) as the Statutory Auditors of the Company for a term of five years i.e. from the conclusion of the 30^th Annual General Meeting of the Company till the conclusion of the 35^th Annual General Meeting of the Company to be held for the F.Y.2027-28 for approval of the members.

(b) As regards remarks of Statutory Auditors about non-compliance of the provisions of section 186(7) of the Companies Act, 2013, we hereby clarify that the Party was not in position to pay interest due to poor financial conditions. However, the company have fully recovered the loan amount from that Party.

12. Secretarial Auditors:

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. N. Bagaria & Associates, Practicing Company Secretaries, Mumbai have been appointed as Secretarial Auditors of the Company.

The Secretarial Audit Report for the year ended 31^st March, 2023 is annexed as "Annexure A" to this report. As regards remarks of Secretarial Auditors about non-compliance of the provisions of section 186(7) of the Companies Act, 2013 we hereby clarify that the Party was not in position to pay interest due to poor financial conditions. However, the company have fully recovered the loan amount from that Party.

13. Internal Auditors:

In terms of Section 138 of the Act and Rules made there under, M/s. Rakesh R. Agarwal & Associates, (having Firm Registration No. 119168W) Chartered Accountants, Mumbai has been appointed as Internal Auditors of the Company for the F.Y. 2022-23.

14. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companys website at www.elegantflora.in.

15. Foreign Exchange Earnings / Outgo:

During the year, the Company has neither earned nor incurred any expenditure in foreign exchange.

16. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company not being a manufacturing Company, the same is therefore not applicable to it.

17. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

18. Human Resources:

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

19. Remuneration Details of Directors and Employees:

The information pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder: (Amount in Hundreds)

None of the employees of the Company is in receipt of remuneration as per limits specified in the Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; therefore, disclosure under the rule is not required.

20. Meetings of the Board:

The Board of Directors duly met 7 times during the financial year, the details of the same are being given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013

21. Disqualification of Directors:

During the year, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as a Director and debarred from holding the office of a Director.

22. Directors and Key Managerial Personnel:

(i) Appointment of Director:

The Board of Directors of the Company appointed Mr. Mayur Jitendra Thakar (holding DIN 08156395) as an Additional Director of the Company w.e.f. 20^th April, 2022. Subsequently, the members of Company, at their meeting held on 19^th July, 2022, appointed Mr. Mayur Jitendra Thakar, as the Director of the Company whose period of office is liable to determination by rotation.

(ii) Resignation of Director:

Mr. Aakash Nareshkumar Agarwal (holding DIN 00952156) resigned from the Directorship of the Company with effect from 20^th April, 2022.

(iii) Resignation of Chief Financial Officer:

Mr. Pawankumar Basudev Agarwal (having PAN AADPA6571H) resigned from the office of the Chief Financial Officer (CFO) of the Company w.e.f. 20^th April, 2022.

(iv) Appointment of Chief Financial Officer:

The Board of Directors of the Company appointed Mr. Mayur Jitendra Thakar (having PAN ACSPT4333P) as the Chief Financial Officer (CFO) of the Company with effect from 20^th April, 2022.

(v) Resignation of Director:

Mr. Ashokkumar Jaikran Banka (holding DIN 01640907) resigned from the Directorship of the Company with effect from the close of business hours of 22^nd June, 2022.

(vi) Appointment of Director:

The Board of Directors of the Company appointed Mr. Umeshbhai Rasiklal Gor (holding DIN 08845586) as an Additional Director of the Company with effect from 22^nd June, 2022. Subsequently, the members of Company, at their meeting held on 19^th July, 2022, appointed Mr. Umeshbhai Rasiklal Gor, as an Independent Director of the Company.

(vii) Resignation of Director:

Mr. Sheo Ram Agarwal (holding DIN 00401760) resigned from the Directorship and the Chairmanship of the Company with effect from the close of business hours of 13^th August, 2022,

(viii) Appointment of Director:

The Board of Directors of the Company appointed Mr. Niraj Chordia (holding DIN 02975795) as an Additional Director of the Company with effect from 13^th August, 2022. Further, Mr. Niraj Chordia was appointed as the Chairman of the Company. Subsequently, the members of Company, at their meeting held on 12^th November, 2022, appointed Mr. Niraj Chordia, as an Independent Director of the Company.

(ix) Resignation of Director:

Mr. Nareshkumar Basudev Agarwal (holding DIN 00420966) from the Directorship of the Company with effect from the close of business hours of 14^th October, 2022,

(x) Appointment of Director:

The Board of Directors of the Company appointed Mr. Mangesh Parashram Gadakh (holding DIN 09736469) as an Additional Director of the Company with effect from 14^th October, 2022. Subsequently, the members of Company, at their meeting held on 12^th November, 2022, appointed Mr. Mangesh Parashram Gadakh as a Whole-time Director of the Company.

(xi) Appointment of Directors retiring by rotation:

Mr. Mayur Jitendra Thakar (holding DIN 08156395), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Brief profile of the Directors proposed to be re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are part of the Notice convening the Annual General Meeting.

(xii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. Vigil Mechanism:

In order to ensure that activities of Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the Company has adopted a vigil mechanism policy.

24. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of Section 178(3) of the Companies Act, 2013.

25. Related Party Transactions:

All contracts / arrangements / transactions entered into by the Company with its related parties during the financial year were in the ordinary course of business and on an arms length basis. During the year, the Company has not entered into any material contract / arrangement / transaction with related parties. Accordingly, disclosure of Related Party Transactions in Form AOC-2 is not applicable. However, details of transactions with the related parties have been included in Notes to the Financial Statements.

26. Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

27. Risk Management:

The Company has adequate internal controls in place at various functional levels and does not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping in view the nature and size of its business.

28. Safety:

During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by Regulators/Courts that would impact the going concern status of the Company and its future operations.

30. Material changes and commitment:

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 relates on the date of this report.

31. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

32. Audit Committee:

The Audit Committee is comprised of three directors. The composition of the Audit Committee is as follows:

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

33. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is comprised of three directors. The composition of the Remuneration Committee is as follows:

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company.

34. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. It is imperative that our company affairs are managed in fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

A report on a Corporate Governance and a certificate from the statutory auditor of the Company regarding compliances of conditions of Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as annexure to this report.

35. Share Capital:

A) Buy Back of Securities:

The Company has not bought back any of its securities during the year.

B) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year.

C) Bonus Shares:

No Bonus Shares were issued during the year.

D) Employees Stock Option Plan:

The Company has not provided any stock option plan during the year.

36. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgements and estimates that are reasonable and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the loss of the Company for the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) financial statements have been drawn up on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

37. Compliance with Secretarial Standards of ICSI:

During the year, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India (ICSI).

38. Acknowledgment:

Your directors take the opportunity to record their deep sense of gratitude for the valuable support and cooperation extended to the Company by its shareholders and bankers.