To,
The Members,
Your directors have pleasure to present the 53rd Director's Report
of the Company together with the Audited Accounts for the financial year ended on 31st
March, 2024.
Financial Results:
The summarized financial results of the Company for the financial year
ended 31st March, 2024 as compared to the previous year were as under:
Particulars |
As on 31st March, 2024 |
As on 31st March 2023 |
Revenue from Operations |
0.00 |
0.00 |
Other Income |
0.06 |
0.06 |
Total Income |
0.06 |
0.06 |
Total Expenditure (Excluding Interest, Depreciation and Tax) |
43.45 |
49.67 |
Profit / (Loss) before Interest, Depreciation and T ax |
(43.39) |
(49.61) |
Less: Finance Costs |
0.00 |
0.00 |
Less: Depreciation and Amortization Expenses |
5.94 |
6.02 |
Profit / (Loss) before Exceptional / Prior Period Items
and Tax |
(49.33) |
(55.63) |
Less: Exceptional Items |
2.21 |
0.00 |
Profit / (Loss) before T ax |
(51.54) |
(55.63) |
Less: Tax Expenses |
0.00 |
0.00 |
Profit / (Loss) for the year |
(51.54) |
(55.63) |
Other Comprehensive Income: |
|
|
Add: Items that will not be reclassified to profit or loss |
0.00 |
0.00 |
Other Comprehensive Income for the year |
0.00 |
0.00 |
Total Comprehensive income for the year |
(51.54) |
(55.63) |
State of Company's Affairs:
The Company has shut down its manufacturing activities which results
into uneconomical operations and disposing off the discarded and unviable machines,
equipment's and other assets of the Company.
During the year under review, your Company's other Income was Rs.
0.06 (in Lakhs).
Subsidiaries, Joint Ventures or Associate Companies:
The Company has no subsidiary, joint venture or an associate company.
Accordingly, information in prescribed Form AOC-1 is not required.
Material Changes and Commitments:
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the Financial Statements relate and the date of this Report.
Change in the Nature of Business:
During the year under review, there were no changes in the nature of
business of the Company.
Dividend:
Your directors do not recommend dividend on the equity shares of the
Company for the Financial Year 2023-24, due to losses incurred by the Company.
Reserves & Surplus:
The loss of Rs. 51.54 lakhs incurred during the year has
been adjusted under the head Reserves & Surplus of the Balance Sheet.
Directors & Key Managerial Personnel:
i) Retirement by Rotation:
Ms. Ranjana Bhargava (DIN: 00234421), Executive Director of the
Company, retires by rotation at the ensuing Annual General Meeting of the Company and
being eligible, has offered herself for re-appointment and the Board recommends her
re-appointment.
ii) Changes in Directors:
Mr. Mahabir Prasad Sharma (DIN:06491244), due to his advancing age had
resigned from post of the Directorship and the Committees of the Company with effect from
the closure of business hours on 18th May, 2024.
Mr. Himanshu Kapoor (DIN: 07926807), was appointed as an Additional
Non- Executive and Independent Director of the Company, subject to the approval of
Shareholders, by the Board in their meeting held on 18th May, 2024.
There were no more changes other than stated above.
Changes in Share Capital, if any
During the year under review, there is no change in the share capital
of the Company.
Statutory Auditors & Audit Report:
During the year under review, M/s. Rishabh & Co., Chartered
Accountants, Kanpur (FRN 010915C) who were re-appointed as Statutory Auditors of the
Company for a second term of five (5) years, in the 51st Annual General Meeting held on
22/09/2022 had resigned on 10/08/2023.
Therefore, in order to fill the casual vacancy created due to
afore-mentioned resignation M/s. B.C Jain & Company, Chartered Accountants (FRN:
001099C) were appointed w.e.f. 10/08/2023 upto the date of 52nd Annual General Meeting of
the Company.
Further, in the Annual General Meeting held on 21st September, 2023,
M/s. B.C Jain & Company, Chartered Accountants (FRN: 001099C) were appointed for the
period of 5 years till the conclusion of 57th Annual General Meeting of the Company.
The report of Statutory Auditor does not require any comments from
directors as there is no qualification, reservation, adverse remark or disclaimer.
Frauds reported by Auditors:
As per Section 143 of the Act the report of Auditors states that the
Company has not committed any frauds during the year.
Details of Loans given, Guarantees given or Investment made covered u/s
186 of the Companies Act, 2013:
During the year under review, there were no loans given, guarantees
given or investments made by the Company under Section 186 of the Act.
Borrowings:
During the year under review, due to continued recession in the
industry, it was becoming difficult for the Company to bear its day- to- day expenses,
hence in order to meet these expenses your Company has taken loan from its Director, Ms.
Rakshita Bhargava.
Declaration as required under the Companies Act, 2013 has been received
by the aforementioned Director.
Related Party Transactions:
During the year under review, the Company has not entered into any
transactions with related party as per Section 188 of the Companies Act, 2013. Therefore,
information in prescribed form AOC-2 is not required.
Deposits:
1. Accepted during the year: NIL
2. Remained unpaid or unclaimed as at the end of the year: NIL
3. If there has been any default in repayment of deposits or payment of
interest thereon during the year and if so, number of such cases and the total amount
involved:
a. At the beginning of the year: NIL
b. Maximum during the year: NIL
c. At the end of the year: NIL
Deposits not in compliance with Chapter V of the Act:
The Company has not accepted any deposits covered under the provisions
of Section 73 of the Act and the Rules made there under.
Managerial Remuneration:
In terms of the provisions of Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
a statement containing the disclosures pertaining to remuneration and other details is
given below:
1. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year
Name of the director |
Designation |
DIN |
Ratio |
Ms. Ranjana Bhargava |
Whole Time Director and CFO |
00234421 |
8.33:1 |
2. Percentage increase in remuneration of each director, CFO and CS in
the financial year:
Name of the director/CEO |
Designation |
DIN/PAN |
Percentage increase |
Ms. Ranjana Bhargava |
Whole Time Director and CFO |
00234421 |
NIL |
Ms. Namita Sabharwal |
Company Secretary |
FVUPS5879D |
NIL |
3. Percentage increase in the median remuneration of employees in the
financial year: Nil
4. Number of permanent employees on the rolls of Company: 3
5. The Company is giving statutory increase in average remuneration of
workers since the Company is incurring losses.
6. We confirm that the remuneration is as per the remuneration policy
of the Company.
7. The Company has no employee including the directors of the Company
who are in receipt of remuneration in excess of Rs.8.5 lakh per month or Rs. 102 lakh per
annum.
The statement containing names of top ten employees in terms of the
remuneration drawn and the particulars of employees as required pursuant to Section 197
(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of the employees of the Company are available
for inspection by members. Any member who is interested in obtaining a copy thereof, may
write to the Company Secretary at the Registered Office of the Company and the same will
be furnished on such request.
Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Act your
directors state that:
(a) in the preparation of the annual accounts, 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 at the end of the
financial year and of the profit and 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 this Act
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; and
(e) the directors, in the case of a listed company , had laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.
(f) 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.
Compliance of Secretarial Standards:
During the financial year under review, the Company has complied with
the applicable 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 and approved by the Central Government.
Declaration by Independent Directors:
The Company has received declaration from all the independent directors
of the Company, in accordance with the provisions of Section 149 of the Act and as
required under Regulation 16 of Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) ("LODR") Regulations, 2015, names as follows:p>
1. Mr. Krishna Das Gupta
2. Mr. Mahabir Prasad Sharma
Audit Committee:
As per the Section 177 of the Act, the audit committee consists of the
following non-executive directors. The composition of Audit Committee is as under:
Name of the Director |
Position held in the Committee |
Category of the Director |
Mr. Krishna Das Gupta |
Chairman |
Non-Executive Independent Director |
Ms. Rakshita Bhargava |
Member |
Non-Executive Non Independent Director |
Mr. Mahabir Prasad Sharma |
Member |
Non-Executive Independent Director |
Nomination and Remuneration Committee:
As per the Section 178(1) of the Act, the Company's Nomination and
Remuneration Committee comprises of following three Nonexecutive Directors:
Name of the Director |
Position held in the Committee |
Category of the Director |
Mr. Krishna Das Gupta |
Chairman |
Non-Executive Independent Director |
Mr. Mahabir Prasad Sharma |
Member |
Non-Executive Independent Director |
Ms. Rakshita Bhargava |
Member |
Non-Executive Non Independent Director |
Role of Nomination and Remuneration Committee:
1. To identify persons who are qualified to become Directors and who
may be appointed in senior management in accordance with the criteria laid down, recommend
to the Board their appointment and removal and shall carry out evaluation of every
Director's performance.
2. To formulate the criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board a policy, relating to
the remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Committee shall ensure that the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate Directors of the
quality required to run the Company successfully and relationship of remuneration to
performance is clear and meets appropriate performance benchmarks.
4. The Committee shall ensure that the remuneration to Directors, Key
Managerial Personnel and senior management involves a balance between fixed and incentive
pay reflecting short and long-term performance objectives appropriate to the working of
the Company and its goals.
5. Discharge such other function(s) or exercise such power(s) as may be
delegated to the Committee by the Board from time to time and make reports to the Board as
appropriate.
6. Such other work and policy, related and incidental to the objectives
of the committee as per provisions of the Act and rules made there under.
Remuneration Policy:
1. The remuneration paid to Executive Directors is recommended by the
Nomination and Remuneration Committee and approved by the Board in Board Meeting, subject
to the subsequent approval of the shareholders at the General Meeting and such other
authorities, as may be required. The remuneration is decided after considering various
factors such as qualification, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company.
2. The Non-Executive Directors are paid remuneration by way of Sitting
Fees. The Non-Executive Directors are paid sitting fees for each meeting of the Board of
Directors attended by them.
Stakeholder Relationship Committee:
The members of Stakeholder Relationship Committee are as follows:
Directors |
Position held in the Committee |
Designation |
Ms. Rakshita Bhargava |
Chairperson |
Non-Executive Non Independent Director |
Mr. Krishna Das Gupta |
Member |
Non-Executive Independent Director |
Mr. Mahabir Prasad Sharma |
Member |
Non-Executive Independent Director |
Annual Evaluation of Board of its own performance, of its Committees
and Individual Directors:
The Company has established a framework for performance evaluation in
line with applicable regulatory provisions and in compliance with the Act and the
performance evaluation of the Board and its Committees were carried out during the year
under review.
The evaluation was made in the overall context of the effectiveness of
the Board and the respective Committees in providing guidance to the operating management
of the Company, level of attendance in the Board/Committee meetings, constructive
participation in the discussion on the agenda items, effective discharge of the functions
and roles of the Board/ Committees. A detailed discussion followed on the basis of the
aforesaid criteria and the Board collectively agreed that the Board and all its Committees
fulfilled the above criteria and positively contributed in the decision making process at
the Board/Committee level.
The Board has evaluated the performance of all the individual directors
on the basis of evaluation criteria specified in the Nomination and Remuneration policy of
the Company.
The Nomination and Remuneration Committee has reviewed the performance
of all the individual directors (Independent Directors, Non-Independent Directors and the
Chairperson of the Company) based on their knowledge, level of preparation and effective
participation in meetings, understanding of their role as Directors, etc.
The Independent Directors of the Company have also reviewed the
performance of the Non- Independent Directors and the Board as whole. Structured
questionnaires were evolved and used by the reviewers to assess Board effectiveness and
for evaluation of NonIndependent Directors, Independent Directors and the Committees. The
Board would use the results of the evaluation process to improve its effectiveness in the
best interest of the Company.
Corporate Social Responsibility:
The provisions of Corporate Social Responsibility under the Act are not
applicable to the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
A) Conservation of Energy:
Since the Company has not carried out any operations during the year
under review, therefore there was no consumption of energy.
B) Technology Absorption:
No new technology has been imported during last 8 years. However, the
technology for Transistorized Converters, other equipment's and parts of Induction
Heating Machines imported has been fully absorbed.
C) Foreign Exchange Earnings and Outgo:
The details of earnings and outgo in foreign exchange are as under:
1. Foreign exchange outflows: Rs. NIL (previous year Nil)
2. Foreign exchange inflows: NIL (previous year NIL)
Weblink of Annual Return:
A weblink of Annual Return for the financial year ended March 31, 2024
in Form MGT-7 as required under Section 92 (3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the website of the
Company at the link www.eiltd.info
Details of Board Meeting Held during the Year:
No. of Board Meetings held during the year: 4
Date of Board Meeting |
26.05.2023 |
10.08.2023 |
08.11.2023 |
06.02.2024 |
No. of directors present |
4 |
4 |
3 |
3 |
Secretarial Audit Report:
Pursuant to the provisions of Section 204(1) of the Act read with rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company had appointed Mr. Awashesh Dixit, Company Secretary in
Practice (CP. No. 15398), Kanpur as the Secretarial Auditor, for conducting the
Secretarial Audit of the Company and had furnished his report to the Board.
The Secretarial Audit Report as per Form MR-3 forms part of this Report
as ANNEXURE-A. There were no qualifications or observations or other remarks made
by the Secretarial Auditor on the audit conducted by him in his Report for the year under
review.
Internal Auditor:
During the year under review, M/s. Shishir Saxena and Co., Chartered
Accountants, having office at 5th Floor, Gopala Chambers, 14/123, Parade, Kanpur (U.P.) -
208001, continued to act as the Internal Auditor of the Company.
Vigil Mechanism:
As per Section 177(9) and (10) of the Act, the Company has established
Vigil Mechanism for directors and employees to report genuine concerns and made provisions
for direct access to the Chairperson of the Audit Committee.
Adequacy of Internal Financial Controls:
The Company has, in all material respects, an adequate system of
internal controls over financial reporting and such internal controls over financial
reporting were operating effectively as at 31st March, 2024.
Management Discussion and Analysis:
The Company is facing losses from the last few years, due to continued
recession in the industry.
Significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future:
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which may impact the going concern status and Company's
operations in future during the year under review.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place an Anti -Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees are covered under this policy and
during the year no complaints have been received from them.
Risk Management Policy and Identification of Key Risks:
The Management of the Company has framed risk management policy and
identified the key risks to the business and its existence. There are no risks identified
that may threaten the existence of the Company.
Maintenance of Cost Records:
The Central Government has not specified maintenance of cost records,
for any of the products of the Company, under Section 148(1) of the Act.
Other Disclosures:
a) During the year under review, the Company has not done any issue /
buyback of securities, issue of Sweat Equity shares, Bonus Shares or any Employee Stock
Option Plan.
b) Complaints received under the provisions of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, received and
disposed-off during the year under review: Nil
c) There is no change in the nature of the business of the Company.
d) Application made 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- None
e) The requirement to disclose the details of difference between amount
of the valuation done at the time of one-time settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof: Not
Applicable
Acknowledgement:
Your directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities, Customers, Vendors
and Shareholders during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, Staff and
Workers of the Company.
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