BOARD REPORT Report of the Directors To To the Members, The Directors are pleased to present their 31st Report along with the audited accounts of the Company for the year ended 31st March, 2015. Performance Overview The net sales of the Company stood at Rs. 1,27,12,802.82 in 2014-15 as against Rs. 80,01,966.41 in 2013-14.The Company posted a profit (PAT) of Rs. 53,69,639.82 in 2014-15 against Rs. 11,70,599.08 in the previous year. During the year under review, there has been no change in the nature of business of the Company. Further, no material changes and commitments have occurred between the end of the financial year and the date of the report affecting the financial position of the Company. Subsidiaries and Associates Pursuant to section 129 and other applicable provisions, if any, of the Companies Act, 2013, a separate statement containing salient features of financial statements of all subsidiaries and associates of your Company forms part of the financial statements as the same section is not applicable to the Company as Company doesn't have any Subsidiaries or Associates Company. Material Subsidiaries Pursuant to Clause 49(V)(D) of the Listing Agreement, the Company is require to formulate a policy for determining material subsidiaries but the same Clause is not applicable on Company as Company doesn't have any Subsidiary Company. Management Discussion and Analysis A separate chapter on Management Discussion and Analysis is given in this Annual Report. Dividend Considering the facts and prevailing circumstances, your directors have not recommended any dividend for the financial year 2014-15 Reserves Your company proposes to transfer Rs. 53.69 Lacs to reserve. Public Deposits During the F.Y. 2014-15, your Company has not accepted any deposits within the meaning of Section 73 and 76 Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on date of the Balance Sheet. Corporate Governance A separate report on Corporate Governance along with the General Shareholders Information, as prescribed under the Listing Agreement, is annexed as a part of the Annual Report along with the Auditor's Certificate on Corporate Governance. Extract of Annual Return The details forming part of the extract of the Annual Return in the Form MGT-9, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure A" to this report. Particulars of loans, guarantees or investments The Company has not given any loans or guarantee or investment under the provision of section 186 of the Companies Act, 2013. Meetings of the Board and Committees The details in respect to the number of Board and Committees meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. Audit Committee Pursuant to the provisions of section 177 of Companies Act, 2013 your Company has re-constituted its Audit Committee consisting of requisite number of Independent Directors - Mr. Shiv Kumar Mandelia as Chairman, Mr. Madhusudan Chokhani and Mrs. Lakshmi Devi Chokhani as members. Board of Directors of the Company has duly accepted the recommendations of Audit Committee during financial year 2014-15. Vigil Mechanism The Company has established a Vigil Mechanism/ Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy and provide adequate safeguards against victimization of the person availing this mechanism. This Policy has been appropriately communicated within the organisation and is effectively operational. The policy provides mechanism whereby whistle blower may send protected disclosures directly to the Chairman of Audit Committee or Ethics Officer. Risk Management As per the requirement of Clause 49 of Listing Agreement, the Company has developed and implemented a Risk Management Policy to identify and mitigate key risks that may threaten the existence of the Company. Internal Financial Controls Your Company has put in place adequate internal financial controls with reference to financial statements. Such system has been designed to provide for: • Adoption of accounting policies in line with applicable accounting standards. • Proper recording of transactions with internal checks and reporting mechanism. • Compliance with applicable statutes, policies, management policies and procedures. The management of your Company periodically reviews the financial performance against the approved plans across various parameters and takes necessary action, wherever necessary. Declaration of Independence Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules made there under as well as Clause 49 of the Listing Agreement. The details of the familiarization programme for the Independent Directors have been uploaded on the website of the Company and may be accessed through the link: <http://www.ebl.co.in/EBL/Policy> Familiarisation_Programme%20for%20Independent%20 Directors.pdf Directors and Key Managerial Personnel Appointments During the financial year 2014-15 Mrs. Lakshmi Devi Chokhani, Mrs. Namrata Tulshan and Mr. Shiv Kumar Mandelia were appointed on 30th March, 2015, 26th November, 2014 & 30th March, 2015, respectively. In accordance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Agreement, Mrs. Lakshmi Devi Chokhani and Mr. Shiv Kumar Mandelia were appointed as Independent Directors on the Board of Directors of your Company at Board Meeting held on 30th March, 2015 of your Company to hold office for a term which will expire on 10th April, 2019. In accordance with the provisions of Section 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Agreement, Mrs. Namrata Tulshan was appointed as Non Executive (woman) Director with effect from 26th November, 2014. In accordance with the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, no Director is liable to retire by rotation at the forthcoming Annual General Meeting. In terms of provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, the Board of Directors of the Company has, in its meeting held on 10th November, 2014, appointed Mr. Satendra Singh, Chief Financial Officer, on meeting held on and on meeting held on 30th March, 2015, appointed Mr. Mohd. Soheb Alam, Company Secretary as Key Managerial Personnel of the Company. Resignations During the financial year 2014-15, Mr. Vivek Garg and Mr. Suresh Goenka, Directors of the Company have resigned with effect from 30th March, 2015 respectively. The Board places on record its appreciation for their valuable contribution during their association with your Company. Directors' Responsibility Statement Pursuant to Section 134(3)(c), the Directors hereby state and confirm that : (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the directors have selected such accounting policies and applied them consistently and made judgements 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 have 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 have prepared the annual accounts on a going concern basis; and (e) the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Statement indicating the manner in which formal annual evaluation has been done In terms of provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual evaluation of its own performance and that of its Directors individually. The evaluation criteria as laid down by the Nomination & Remuneration Committee included various aspects of the functioning of Board such as composition, process & procedures including adequate & timely information, attendance, delegation of responsibilities, decision-making; roles & responsibilities including monitoring, benchmarking, feedback; stakeholder relationship and committees. The performance of individual Directors including the Chairman was evaluated on various parameters such as knowledge & experience, interest of stakeholders, time devoted etc. The evaluation process has been explained in the Corporate Governance Report of the Annual Report. The evaluation of Independent Directors was based on aspects like participation in & contribution to the Board decisions, knowledge & experience and judgment. The Company recognizes and embraces the importance of diversity in the Board in its success. We believe that a truly diverse Board will leverage difference in thought, perspective, knowledge, skill, regional and industry experience, culture and geographical background, age, ethnicity which will help us retain our competitive advantage. Particulars of Remuneration The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended is set out in Annexure 'B' to this Report. However, as per the provision of Section 136 of the Companies Act, 2013, the Report and the Accounts are being sent to all members of the Company. Nomination and Remuneration Policy The Nomination & Remuneration Policy as approved by the Board on the recommendation of the Nomination & Remuneration Committee is annexed with this Report as Annexure "C". Corporate Social Responsibility Provision of Section 135 of Companies Act, 2013 is not applicable on the Company hence there is no requirement to constitute corporate social responsibility (CSR) committee and corporate social responsibility policy. Internal Complaints Committee (Anti-Sexual Harassment Policy) - During the period under review, no complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace. Related party transactions Board has accorded its approval for entering into any related party transactions which are in the ordinary course of business and at arm's length basis. The Company has formulated a policy on Related Party Transactions which is available on website of the Company and can be accessed through the mentioned link <http://> www.ebl.co.in/EBL/Policy/Related%20Party%20Policy.pdf >. However there are certain transactions which need to be entered by the company with its related party which are in the interest of the company and which are not in the ordinary course of business and at arm's length basis and for such transactions, Board has recommended resolution and forwarded it for shareholder's approval in the forthcoming annual general meeting in the interest of the company Related party transactions (Form AOC- 2) pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 as entered by the Company during financial year 2014-15 is annexed herewith as 'Annexure D' to this Report. In terms of Section 134(3)(h) of the Companies Act and rules made thereunder, during the year under review, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Information as required by Section 134 (3) (m) read with relevant rules of the Companies Act, 2013, is set out as under: Conservation of Energy Provision for Conservation of Energy are not applicable on the Company. Technology absorption, adoption & innovation There is no Technology absorption, adoption & innovation in the Financial Year 2014- 15 by the Company. Foreign Exchange Earnings & outgo (e) the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Statement indicating the manner in which formal annual evaluation has been done In terms of provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual evaluation of its own performance and that of its Directors individually. The evaluation criteria as laid down by the Nomination & Remuneration Committee included various aspects of the functioning of Board such as composition, process & procedures including adequate & timely information, attendance, delegation of responsibilities, decision-making; roles & responsibilities including monitoring, benchmarking, feedback; stakeholder relationship and committees. The performance of individual Directors including the Chairman was evaluated on various parameters such as knowledge & experience, interest of stakeholders, time devoted etc. The evaluation process has been explained in the Corporate Governance Report of the Annual Report. The evaluation of Independent Directors was based on aspects like participation in & contribution to the Board decisions, knowledge & experience and judgment. The Company recognizes and embraces the importance of diversity in the Board in its success. We believe that a truly diverse Board will leverage difference in thought, perspective, knowledge, skill, regional and industry experience, culture and geographical background, age, ethnicity which will help us retain our competitive advantage. Particulars of Remuneration The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended is set out in Annexure 'B' to this Report. However, as per the provision of Section 136 of the Companies Act, 2013, the Report and the Accounts are being sent to all members of the Company. Nomination and Remuneration Policy The Nomination & Remuneration Policy as approved by the Board on the recommendation of the Nomination & Remuneration Committee is annexed with this Report as Annexure "C". Corporate Social Responsibility Provision of Section 135 of Companies Act, 2013 is not applicable on the Company hence there is no requirement to constitute corporate social responsibility (CSR) committee and corporate social responsibility policy. Internal Complaints Committee (Anti-Sexual Harassment Policy) - During the period under review, no complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace. Related party transactions Board has accorded its approval for entering into any related party transactions which are in the ordinary course of business and at arm's length basis. The Company has formulated a policy on Related Party Transactions which is available on website of the Company and can be accessed through the mentioned link <http://> www.ebl.co.in/EBL/Policy/Related%20Party%20Policy.pdf . However there are certain transactions which need to be entered by the company with its related party which are in the interest of the company and which are not in the ordinary course of business and at arm's length basis and for such transactions, Board has recommended resolution and forwarded it for shareholder's approval in the forthcoming annual general meeting in the interest of the company Related party transactions (Form AOC- 2) pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 as entered by the Company during financial year 2014-15 is annexed herewith as 'Annexure D' to this Report. In terms of Section 134(3)(h) of the Companies Act and rules made thereunder, during the year under review, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Information as required by Section 134 (3) (m) read with relevant rules of the Companies Act, 2013, is set out as under: Conservation of Energy Provision for Conservation of Energy are not applicable on the Company. Technology absorption, adoption & innovation There is no Technology absorption, adoption & innovation in the Financial Year 2014- 15 by the Company. Foreign Exchange Earnings & outgo Auditor and Auditor's Report Statutory Auditors M/s B.K. Shroff & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company in the 31st Annual General Meeting of the Company to hold office till conclusion of 32nd Annual General Meeting. Your Company has received confirmation from abovementioned firm regarding consent and eligibility under Section 139 and 141 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 for ratification of appointment as the Statutory Auditors of the Company. As required under Clause 41 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review of the Institute of Chartered Accountants of India. The Audit Committee and the Board of Directors recommended the ratification of appointment of M/s B.K. Shroff & Co., Chartered Accountants as the Auditors of your Company for the financial year 2015-16 till the conclusion of the next Annual General Meeting. The observations of the Auditors in the Auditor's Report are explained, wherever necessary, in the appropriate Notes to the Accounts. Secretarial Auditor In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ms. Sapna Garg, ACS, Company Secretary in Practice and proprietor of M/S Sapna Garg & Associates., Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure E" to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark. Acknowledgements The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders. For and on behalf of the Board MADHUSUDAN CHOKHANI Chairman DIN No. 00307234 Place : New Delhi Date : 13th August, 2015 |