To,
The Members,
Ekansh Concepts Limited
CIN: L74110MH1992PLC070070
Address: A-403, Mittal Commercial, A'-Wing,
Andheri Kurla Road, Marol Naka,
Andheri (East), Mumbai-400059.
Your Directors are pleased to present the 32nd Annual Report on the business and
affairs of Ekansh Concepts Limited (the Company) along with the Audited
Financial Statements for the year ended on March 31, 2024 and other accompanying reports,
notes and certificates.
1) FINANCIAL HIGHLIGHTS
The Company has adopted Accounting Standards (Ind AS) notified by the
Companies (Indian Accounting Standards) Rules, 2015, accordingly the Financial Statements
for the current financial year 2023-24 have been prepared as per Ind AS reporting
framework.
The table below gives the financial highlights of the Company for the year ended March
31, 2024 on standalone & consolidated basis compared to the previous financial Year.
Financial Highlights of the Company (Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
|
Year Ended 31.03.2024 |
Year Ended 31.03.2023 |
Year Ended 31.03.2024 |
Year Ended 31.03.2023 |
Total Income |
5109.55 |
7587.12 |
5109.55 |
7587.12 |
Total Expenditure |
5408.62 |
6572.77 |
5413.39 |
6580.85 |
Profit Before Tax |
(299.07) |
1014.35 |
(303.84) |
1006.27 |
Provision for Tax |
27.54 |
257.15 |
27.45 |
257.18 |
Profit After Tax |
(326.61) |
757.20 |
(329.75) |
750.77 |
Add: Other Comprehensive income (net of tax) Items that will not be
reclassified to profit & Loss Re-measurement of net defined benefit obligations |
2.31 |
11.60 |
2.31 |
11.60 |
Tax effect on above |
(0.58) |
(2.92) |
(0.58) |
(2.92) |
Re - measurement of investment in equity |
1304.30 |
(437.32) |
1304.30 |
(437.32) |
Total Comprehensive Income |
979.42 |
328.56 |
976.28 |
322.13 |
2) COMPANY'S PERFORMANCE
On Consolidated basis, the total income of the Company for the Year under review is Rs.
5109.55 Lakhs as compared to Rs. 7587.12 Lakhs in the previous year. Net Profit after Tax
stood at Rs. (329.75) Lakhs as compared to Net Profit of Rs. 750.77 Lakhs in the previous
year. On Standalone basis, the total income of the Company for the Year under Review is
Rs. 5109.55 Lakhs as compared to Rs. 7587.12 Lakhs in the previous year. Net Profit after
Tax stood at Rs. (326.61) Lakhs as compared to Net Profit of Rs. 757.20 Lakhs in the
previous year.
3) RESERVES
No amount is apportioned from Profit and Loss Account and transferred to any Reserve
Account in the Financial Year 2023-24.
4) DIVIDEND
The Board of Directors, after considering the relevant circumstances, has decided that
it would be prudent, not to recommend any dividend for the financial year ended March 31,
2024.
5) SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2024 was Rs. 15,12,76,000/-. During
the year under review, the Company has not issued any shares.
Event based Disclosure:
During the year under review, the Company has not taken up any of the following
activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its
shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
6) SUBSIDIARY COMPANY/ASSOCIATE
Your Company had one wholly owned subsidiary M/s. Choice Realty Private Limited, which
is engaged in the activity of Development & Construction. Pursuant to Section 129(3)
of the Companies Act, 2013 the consolidated financial statements of the company and its
subsidiary prepared in accordance with the relevant accounting standards specified under
Section 133 of the companies Act, read with Rule 7 of the Companies Account Rules, 2014
form part of this Annual Report and is annexed as Annexure I.
During the year under review, on February 02, 2024 Company had disposed off its entire
equity stake in its wholly owned subsidiaries
i.e. Choice Realty Private Limited, for a consideration of Rs. 21,00,000/- (Rupees
Twenty-One Lakhs only). Accordingly Choice Realty Private Limited is now no longer the
wholly owned subsidiary of your Company from February 02, 2024. Necessary disclosures, in
this regard, have been duly made to the concerned regulatory authorities.
7) CORPORATE STRUCTURE - DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2024, the Board of Directors comprised of 6 (Six) Directors, 3 (Three)
are Non-executive Independent Directors (including a Women Director) and 3 (Three) are
Executive Directors including 1(One) Whole Time Director. The composition of the Board is
in conformity with the provisions of the Act and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations).
All the Independent Directors of the Company have given declarations and confirmed that
they meet the criteria of Independence' as stipulated under the Act and the Listing
Regulations.
MEETING OF BOARD OF DIRECTORS
During the year under review, 5 (Five) Board Meetings were held. The details of
composition of the Board, meetings of the Board held and attendance of the Directors at
such meetings which are given in the Corporate Governance report, which forms part of this
Report.
BOARD OF DIRECTORS
The details of Board of Directors of the Company as on date of Report are as follows:
SR. NO. Name of the Director |
DIN |
Nature of Directorship |
1. Mr. Sundarlal Sanwarmal Bagaria |
07269962 |
Non-Executive Independent Director |
2. Mrs. Ekta Ankush Gupta |
08353871 |
Non-Executive Independent Director |
3. Mr. Shivratan Krishnakumar Agarwal |
03496765 |
Non-Executive Independent Director |
4. Mr. Surendra Kumar Kulhari |
00727964 |
Executive Director |
5. Mr. Deepak Ranjan Nayak |
08406471 |
Executive Director |
6. Mr. Heeralal Agarwal |
10269844 |
Executive Director |
Note:
1. Mr. Heeralal Agarwal (DIN: 10269844) was appointed as the Chief Financial Officer of
the Company with effect from June 16, 2023. He was subsequently appointed as an Additional
Executive Director of the Company with effect from August 11, 2023. His appointment as a
Whole Time Director was regularized at the Annual General Meeting held on September 30,
2023.
EKANSH CONCEPTS LIMITED : ANNUAL REPORT 2023-24
2. Mr. Mushtaq Mukhtar Alam Shaikh (DIN: 08144509), Wholetime Director of the Company
has resigned as Wholetime Director of the Company with effect from August 11, 2023.
3. Mr. Deepak Ranjan Nayak (DIN: 08406471), resigned from the position of Chief
Financial Officer of the Company with effect from June 16, 2023. However, he continues to
act as the Director of the Company.
4. During the year under review, Mrs. Ekta Gupta (DIN No: 08353871), the Independent
Director of the Company, was re-appointed for a second term of five years by the Board at
its meeting held on August 13, 2024. Re appointment for a second term is to be approved by
the shareholder at the ensuing Annual General Meeting.
RETIREMENT BY ROTATION
Pursuant to Section 149, 152 and other applicable provisions of the Act and the
Articles of Association of the Company, Mr. Surendra Kumar Kulhari (DIN: 00727964), is
liable to retire by rotation and being eligible offers himself for re-appointment. As the
reappointment of Director is appropriate and in the best interest of the Company, the
Board recommends the re-appointment of the Director for your approval.
REAPPOINTMENT OF MRS. EKTA GUPTA (DIN: 08353871) AS NON-EXECUTIVE INDEPENDENT DIRECTOR
NOT LIABLE TO RETIRE BY ROTATION
Mrs. Ekta Gupta (DIN No: 08353871) the Existing Independent Director of the Company has
Completed her one term of Five year serving as an Independent Director of the Company
Subsequent to the end of the financial year, the Board of Directors, on the
recommendation of the Nomination & Remuneration Committee re-appointed Mrs. Ekta Gupta
for a second term of five years with effect from August 13, 2024 subject to the approval
of the members in the 32nd Annual General Meeting of the company.
Brief profile of Mrs. Ekta Gupta is given in the Notice convening 32nd Annual General
Meeting.
The abovenamed Directors have submitted Form DIR-8, pursuant to Section 164 of the
Companies Act, 2013 & Rule 14(1) of the Companies (Appointment & Qualification of
Directors) Rules, 2014, along with their consent in Form DIR-2 pursuant to Section 152 of
the Companies Act, 2013 & Rule 8 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.
Necessary Resolutions for the appointment / re-appointment / re-designation of the
abovenamed Directors have been included in the Notice convening the ensuing 32nd Annual
General Meeting and details of the proposed appointees, as required pursuant to Regulation
36 of SEBI (LODR) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2 (SS-2),
are given in the Appendix to the Explanatory Statement annexed to the said Notice.
KEY MANAGERIAL PERSONNEL (KMP'S) OF THE COMPANY
Key Managerial Personnel of the Company are as follows:
Mr. Mushtaq Shaikh* |
Whole time Director |
Mr. Deepak Ranjan Nayak** |
Director |
Mr. Heeralal Agarwal*** |
Whole time Director & CFO |
Ms. Meeti Sheth**** |
Company Secretary and Compliance Officer |
Mrs. Mamta Jain***** |
Company Secretary and Compliance Officer |
*Mr. Mushtaq Mukhtar Alam Shaikh (DIN: 08144509), Wholetime Director of the Company has
resigned as Wholetime Director of the Company with effect from August 11, 2023.
** Mr. Deepak Ranjan Nayak (DIN: 08406471), resigned from the position of Chief
Financial Officer of the Company with effect from June 16, 2023.
However, he continues to act as the Executive Director of the Company.
*** Mr. Heeralal Agarwal (DIN: 10269844) appointed as Chief Financial Officer of the
company with effect from June 16, 2023 and appointed as an Additional Executive Director
of the company with effect from August 11, 2023 and was regularised at the Annual General
Meeting as Whole Time Director held on September 30, 2023.
**** Ms. Meeti Sheth appointed as Company Secretary and Compliance Officer of the
Company w.e.f. June16, 2023 and resigned w.e.f. July 12, 2023
***** Mrs. Mamta Jain appointed as Company Secretary and Compliance Officer of the
Company w.e.f. August 11, 2023.
APPOINTMENT AND RESIGNATION OF COMPANY SECRETARY
Your Company had appointed Ms. Meeti Sheth as the Company Secretary and Compliance
Officer of the Company with effect from June 16, 2023.
Ms. Meeti Sheth resigned from the position of Company Secretary and Compliance officer
with effect from July 12, 2023. Your Company has intimated about the above change to the
Stock Exchange(s) where the securities of Company are listed i.e. BSE Limited. The
necessary Form DIR?12 for the change of Company Secretary and Compliance Officer has been
filed with Ministry of Corporate Affairs
Your Company has appointed Mrs. Mamta Jain as the Company Secretary and Compliance
Officer of the Company with effect from August 11, 2023.
APPOINTMENT AND RESIGNATION OF CHIEF FINANCIAL OFFICER
Your Company has appointed Mr. Heeralal Agarwal as the Chief Financial Officer of the
Company with effect from June 16, 2023.
Mr. Deepak Nayak Ranjan resigned from the position of Chief Financial Officer with
effect from June 16, 2023. Your Company has intimated about the above change to the Stock
Exchange(s) where the securities of Company are listed i.e. BSE Limited. The necessary
Form DIR?12 for the change of Chief Financial Officer has been filed with Ministry of
Corporate Affairs.
8) CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is the Companies intent to make a positive
difference to the society; Companies have realized that the Government alone will not be
able to get success in its endeavour to uplift the Society so therefore the concept of CSR
has gained its prominence in recent years and has been made mandatory as per Companies
Act, 2013, which requires Companies to contribute some part of its profits towards the CSR
activities. With the rapidly changing corporate environment, more functional autonomy and
operational freedom we have adopted Corporate Social Responsibility as a strategic tool
for sustainable growth. We are committed to operate our business with emphasis on CSR in
all areas of our operation. We will integrate our business values and operations to meet
the expectations of our shareholders, customers, employees, regulators, investors,
suppliers, community and to take care of environment with best interest.
The net profit before tax of the Company for the financial year 2022-23 was Rs. 1006.27
Lakh. The CSR policy is available on the website of the Company
http://ekanshconcepts.com/data/corporate-governance/policyhtml.
CSR Policy contains the CSR activities to be carried out, governance structure,
implementation process, etc.
The key philosophy of CSR initiatives of the company is guided by three core
commitments of Scale, Impact and Sustainability
The Board was advised that the Ministry of Corporate Affairs vide its notification
dated January 22, 2021 notified key amendments in the CSR provisions through Companies
(Amendment) Act, 2020 and also notified the Companies (CSR Policy) Amendment Rules, 2021
according to which if CSR expenditure of any Company does not exceed INR 50 lakhs p.a.,
the Company is not required to constitute a CSR Committee and functions of such committee
shall be discharged by Board of Directors. As the CSR expenditure of the Company is less
than 50 Lakhs therefore Company is not required to constitute CSR Committee and functions
of such committee shall be discharged by Board of Directors.
The Board shall abide by the provisions of Companies Act, 2013 read with rules made
thereunder including any amendments thereto from time to time with respect to CSR and the
terms of Policy and shall perform following functions:
1. To review, revise and monitor CSR Policy which shall indicate the activities to be
undertaken by the Company as per the Companies Act, 2013;
2. To approve the amount of expenditure to be incurred on such activities;
3. To monitor the CSR activities of the Company from time to time;
4. To do all such acts, deed and things as may be necessary in connection with or
incidental to implementing the Company's CSR Policy and CSR activities or as may be from
time to time and to be in compliance with the Companies Act, 2013 and read with rules made
thereunder.
The Annual Report on the CSR activities is annexed to this report as Annexure II and
forms part of this Report.
9) COMMITTEES OF THE BOARD
Currently, there are 3 (Three) Statutory Committees of the Board, as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee;
(c) Stakeholders' Relationship Committee.
The constitution of Committees, their scope, role and terms of reference are as per the
provisions of the Act, the Rules made thereunder and the Listing Regulations. All the
recommendations made by the Audit Committee and Nomination and Remuneration Committee were
accepted by the Board. Details of all the Committees along with their terms of reference,
composition and meetings of each Committee held during the financial year are provided in
the Corporate Governance Report, which forms part of this Report.
10) CORPORATE GOVERNANCE
A detailed report on Corporate Governance as required under Regulation 34 of the
Listing Regulation forms part of this Annual Report and is annexed as Annexure III. The
Auditor's certificate on Compliance with the conditions of the Corporate Governance
requirements by the Company is attached to the Report on Corporate Governance.
11) MANAGEMENT DISCUSSION & ANALYSIS REPORT
As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and
Analysis Report is presented in a separate section and forms part of the Annual Report.
The detailed state of activities along with developments has been discussed in the
Management Discussion and Analysis Report. As required under the Schedule V (B) of SEBI
(LODR) Regulations, 2015, report on Management Discussion and Analysis is
attached as Annexure IV and form part of this Annual Report.
12) VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has in place a Whistle Blower/Vigil Mechanism Policy through which its
stakeholders, Directors and employees can report genuine concerns about unethical behavior
and actual or suspected fraud or violation of the Company's code of Business Conduct and
Ethics. The said policy provides for adequate safeguards against victimization and also
direct access to the Audit Committee.
The Whistle Blower Policy has been placed on the Company's website at
http://ekanshconcepts.com/data/corporate-governance/ policy.html.
13) INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal controls which ensures that all
assets are safeguarded against loss from unauthorized use or disposition and all the
transaction are authorized, recorded and reported correctly. Regular internal audits and
checks are carried out to provide assurance that the responsibilities at various levels
are discharged effectively and that adequate systems are in existence. The management
continuously reviews the internal control systems and procedure for efficient conduct of
business.
14) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material order passed by the Regulators/courts that would
impact going concern status of the Company and its future operations.
15) AUDITORS
Statutory Auditors
M/s. Pramod K. Sharma & Co, Chartered Accountant (Firm Registration No. 007857C),
the Statutory Auditors of the Company were appointed at the 29th AGM of the Members of the
Company held on 30th September, 2021, for a period of five (5) years to hold office till
the conclusion of the 34th AGM. Your Company has received written consent(s) and
certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable
provisions of the Act, and Rules issued thereunder (including any statutory modification
(s) or re-enactment(s) for the time being in force), from M/s. Pramod K. Sharma & Co,
Chartered Accountants (Firm Registration No. 007857C).
Your Company has received written consent(s) and certificate(s) of eligibility in
accordance with Sections 139, 141 and other applicable provisions of the Act, and Rules
issued thereunder (including any statutory modification (s) or re-enactment(s) for the
time being in force), from M/s. Pramod K. Sharma & Co, Chartered Accountants (Firm
Registration No. 007857C).
Statutory Auditors' Observations
The Auditors of the Company have issued an unmodified opinion on the Financial
Statements for the Financial Year ended March 31, 2024. The Auditor's Report for the
Financial Year ended March 31, 2024 on the Financial Statements (Standalone &
Consolidated) of the Company is part of this Annual Report.
The Statutory Audit Report for the financial year 2023-24 does not contain any
qualification, reservation or adverse remarks by the Auditors. Internal Auditors
The Internal Auditors, M/s Tibrewal Chand & Co., Chartered Accountants have
conducted internal audits periodically and submitted their reports to the Audit Committee.
Their reports have been reviewed by the Statutory Auditors and the Audit Committee.
Secretarial Auditors
Pursuant to Section 204 of the Act read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, the Board of Directors has appointed M/s. Nidhi Bajaj
& Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of
the Company for the financial year ending on March 31, 2024. The Secretarial Audit in Form
MR-3 is annexed to this Report as Annexure V.
The Secretarial Audit Report for the financial year 2023-24 does not contain any
qualification, reservation or adverse remarks by the Auditors.
16) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of the
Companies Act, 2013 along with the applicable Rules of the Act are given in the notes to
the Financial Statements forming part of this Annual Report.
17) EXTRACTS OF ANNUAL RETURN
Pursuant to Section 134(3) (a) of the Act, the draft Annual Return as on March 31,
2024, prepared in accordance with Section 92(3) of the Act, is made available on the
website of the Company at https://ekanshconcepts.com/data/annual-report/index.html.
18) RELATED PARTY TRANSACTIONS
In line with the requirements of Act and the Listing Regulations, the Company has
formulated a Policy on Related Party Transactions and the same can be accessed on the
Company's website at http://ekanshconcepts.com/data/corporate-governance/policy.html. All
the Related Party Transactions entered into during the financial year were on arm's length
basis and were in ordinary course of business. The Company has not entered into any
transactions with Related Parties which could be considered material in terms of Section
188 of the Act. There were no material related party transactions (RPTs) undertaken by the
Company during the financial year under review, that required shareholders' approval under
Regulation 23(4) of SEBI (LODR) Regulations, 2015 or Section 188 of the Companies Act,
2013. Thus, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable. Further, there are no materially
significant Related Party Transactions executed between the Company & its Promoters,
Directors, Key Managerial Personnels or other designated persons, that may have a
potential conflict with the interest of the Company, at large. All Related Party
Transactions are mentioned in the notes to accounts.
19) PARTICULARS OF EMPLOYEES
During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/-
and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits
specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
None of the employees hold (by himself / herself or along with his / her spouse and
dependent children) more than 2% (two percent) of the Equity Shares of the Company.
20) MAINTENANCE OF COST RECORDS
The maintenance of cost records, for the services rendered by the Company is not
required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of the
Companies (Cost records and Audit) Rules, 2014.
21) DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013 and under Listing Regulations.
They have also affirmed compliance to the Conduct for Independent Directors as prescribed
in Schedule IV of the Act. In the opinion of the Board, the Independent Directors of the
Company fulfill the conditions specified under the Act and Listing Regulations and are
independent of the management.
22) FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Program intends to provide insights into your Company so that the Independent
Directors can understand your Company's business in depth and the roles, rights,
responsibility that they are expected to perform / enjoy in your Company to keep them
updated on the operations and business of your Company thereby facilitating their active
participation in managing the affairs of your Company. In addition to the above, Directors
are periodically advised about the changes effected in the Corporate Law, SEBI (LODR)
Regulations, 2015 with regards to their roles, rights and responsibilities as Directors of
your Company.
23) BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations, performance
evaluation of the Board, its committees, the Chairman & Managing Director and the
Independent Directors were carried out. The manner in which the evaluation is carried out
has been detailed below:
Evaluation Process:
The Company believes in value for its stakeholders through ethical process and
integrity. The Board plays a very important role in ensuring the Company's performance to
monitor and provide timely inputs to enhance the Company's Performance and set right
direction for growth. Hence it is important that every individual Board Member effectively
contributes in the Board deliberations.
The Company follows annual evaluation for our Key Managerial Persons and other eligible
employees including the senior management team. A process sculpted on this method has been
designed for evaluation of Directors under this process, the company management will:
Formulate the process for evaluating and rating Directors
Design the evaluation template/questionnaire and implementation process
Peer review of each Director
Analyse feedback received from each Director
Weighting the Evaluation summary of each Director.
Key Evaluation Criteria:
Attendance and contribution at Board and Committee meetings
His/her stature, appropriate mix of expertise, skills, behavior, experience,
leadership qualities.
Sense of sobriety and understanding of business, strategic direction to align
company's value and standards.
His/her knowledge of finance, accounts, legal, investment, marketing, foreign
exchange/ hedging, internal controls, risk management, assessment and mitigation, business
operations, processes and Corporate Governance.
His/her ability to create a performance culture that drives value creation and a
high quality of debate with robust and probing discussions.
Effective decisions making ability to respond positively and constructively to
implement the same to encourage more transparency.
Open channels of communication with executive management and other colleague on
Board to maintain high standards of integrity and probity.
Recognize the role which he/she is expected to play, internal Board
Relationships to make decisions objectively and collectively in the best interest of the
Company to achieve organizational successes and harmonizing the Board.
His/her global presence, rational, physical and mental fitness, broader
thinking, vision on corporate social responsibility etc.
Quality of decision making & understanding financial statements and business
performance, raising of finance, best source of finance, working capital requirement,
forex dealings, geopolitics, human resources etc.
His/her ability to monitor the performance of management and satisfy himself
with integrity of the financial controls and systems in place by ensuring right level of
contact with external stakeholders.
His/her contribution to enhance overall brand image of the Company.
Criteria for Determining Remuneration of Director's, Key Managerial Personnel and
Particulars of Employees:
The Remuneration paid to the Directors is in accordance with the Nomination &
Remuneration Policy formulated in accordance with section 178 of the Act and Regulation 19
of the Listing Regulations (including any statutory Modification(s) or re-enactment(s)
thereof for the time being in force. There is no such employee drawing remuneration of
more than One Crore Two Lakhs rupees if employed throughout the F.Y or for part drawing
remuneration of more than Eight Lakh Fifty Thousand rupees per month.
24) RISK MANAGEMENT
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Audit Committee and Board from time to time. These
procedures are reviewed to ensure that executive management controls risk through means of
a properly defined framework. The major risks have been identified by the Company and its
mitigation process/ measures have been formulated in the areas such as business, project
execution, event, financial, human, environment and statutory compliance.
As part of the Risk Management the relevant parameters for protection of environment,
safety of operations and health of people at work are monitored regularly with reference
to statutory regulations and guidelines defined by the Company.
25) NOMINATION & REMUNERATION POLICY
The Board, on the recommendation of the Nomination & Remuneration Committee, has
adopted a policy for selection, appointment and Remuneration of Directors, Key Managerial
Personnel and Senior Management Team. The details of this policy are given hereunder. The
Policy is available on website http://ekanshconcepts.com.
The remuneration policy is designed to attract talented Personnel and remunerate them
fairly and responsibly at each level of the organization. The Policy broadly lays down the
guiding principles, philosophy and the basis of payment of remuneration.
The policy also provides the criteria for determining Qualifications, positive
attributes and Independence of Directors and criteria for appointment of Key Managerial
Personnel, Senior Management and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of Directors while making selection of
the candidates.
The Company has a Nomination and Remuneration Committee (NRC), which is responsible for
formulating the criteria for appointment of Directors on the Board of the Company and
persons holding Senior Management positions in the Company including their remuneration
and other matters as provided under Section 178 of the Companies Act, 2013 and the Listing
Regulations. The role of the NRC Committee encompasses conducting a gap analysis to
refresh the Board on a periodic basis, including each time a Directors appointment or re-
appointment is required. The NRC Committee is also responsible for reviewing the Profiles
of Potential candidates the required, competencies and due diligence and meeting of
potential candidates prior to making recommendations of their nomination to the Board.
26) DEPOSITS
Your Company had no opening balances of fixed deposits. Pursuant to Section 73 and 74
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the
Company has not accepted or renewed any public deposits during the year.
27) REPORTING OF FRAUD
There were no instances of fraud, during the financial year 2023-24, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of the Act and Rules framed thereunder.
28) COMPLIANCE OF SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively. Your Company has complied with
Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial
Standard -2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of
India and approved by the Central Government,
29) MATERIAL CHANGES AFFECTING THE COMPANY
No material changes and commitments which could affect your Company's financial
position have occurred between the end of the Financial Year and date of this report.
30) CHANGE IN REGISTERED OFFICE OF THE COMPANY
The registered office of the Company has been changed from 12A, Narayan Plaza, Near
Boomerang Building, Chandivali, Mumbai 400072 to A-403, Mittal Commercial, A'-Wing,
Andheri Kurla Road, Marol Naka, Andheri (East), Mumbai-400059 with effect from July 01,
2023.
31) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy on prevention, prohibition and redressal of sexual
harassment at the work place in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed
thereunder, for prevention and redressal of complaints of sexual harassment at workplace.
The objective of this policy is to lay clear guidelines and provide right direction, in
case of any reported incidence of sexual harassment across the Company's offices and take
appropriate decision in resolving such issues.
There were no incidences of sexual harassment reported during the year under review, in
terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
32) CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day-to-day business operations of
the company. The Company believes in Zero Tolerance against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The Code has been posted on the Company's website at
http://ekanshconcepts.com/data/corporate-governance/policy.html.
33) HUMAN RESOURCES
The industrial relations at the manufacturing facilities of your Company have been
cordial during the year. Employees are considered to be team members being one of the most
critical resources in the business which maximize the effectiveness of the Organization.
Human resources build the Enterprise and the sense of belonging would inculcate the spirit
of dedication and loyalty amongst them towards strengthening your Company's Polices and
Systems. Your Company maintains healthy, cordial and harmonious relations with all
personnel and thereby enhancing the contributory value of the Human Resources.
We remain focused on building trust through a culture of openness, conversations and
opportunities to speak up. We grew stronger as a team by supporting each other
wholeheartedly throughout the F.Y. 2023-24. Employees, their talent and capabilities are
our greatest asset, our competitive advantage. In a highly competitive environment, our
formidable talent pool becomes our key differentiator.
34) DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act (including any statutory modification(s) or re-
enactment(s) thereof for time being in force), the Directors of the Company State that:
a. in the preparation of the annual accounts for the financial year ended March 31,
2024 the applicable accounting standards have 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 true and
fair view of the state of affairs of the Company as at March 31, 2024 and of the profits
of the Company for the Financial Year ended March 31, 2024.
c. the Directors had taken proper and sufficient care has been taken for maintenance of
adequate accounting records with the provisions of the 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.
e. the directors had laid down internal financial control 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.
35) CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015
as amended from time to time, the Company has formulated a Code of Conduct for Prevention
of Insider Trading (Insider Trading Code) and a Code of Practices and
Procedures for fair disclosure of Unpublished Price Sensitive Information
(UPSI).
The Code of Practices and Procedures for fair disclosure of UPSI is available on the
website of the Company at http://ekanshconcepts. com/data/corporate-governance/policyhtml.
36) CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE
M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, has issued a
certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of
the Directors on the Board of your Company have been debarred or disqualified from being
appointed or continuing as Director of companies by the SEBI/Ministry of Corporate Affairs
or any such statutory Authority The certificate is attached and form part of this Report
and is annexed as Annexure VII.
37) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF
Rules) read with the relevant circulars and amendments thereto, the amount of
dividend remaining unpaid or unclaimed for a period of seven years from the due date is
required to be transferred to the Investor Education and Protection Fund
(IEPF), constituted by the Central Government.
There are no amounts that are due to be transferred to Investor Education and
Protection Fund by the Company
38) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Conservation of Energy
1. Steps taken or impact on conservation of Energy:
The Operations of the Company are not energy intensive. However adequate measures have
been initiated for conservation of energy.
2. The steps taken by the Company for utilizing alternate source of energy:
Though the operations of the Company are not energy intensive, the Company promotes
green energy and energy saving initiatives among its employees.
3. The Capital Investments on energy conservation equipments by the Company: Nil
Technology Observation
i. The efforts towards technology absorption:
The minimum technology required for the business has been absorbed, the Company has
also adopted an online enterprise wide Human Resource system which eliminates manual
working, encourages paperless working & easy availability of data on the system.
ii. The benefit derived like product improvement, cost reduction, product development
or import substitution - encourages paperless working & reduces manual working.
iii. In case of imported technology (imported during last three years reckoned from the
beginning of the Financial Year): Nil
iv. The expenditure incurred on Research & Development: Nil
Foreign Exchange Earnings and outgo
|
Foreign Exchange Earnings and Outgo during the year |
|
|
2023-24 |
2022-2023 |
Foreign Exchange Earning (in Rs.) |
- |
- |
Foreign Exchange outgo (in Rs.) |
- |
- |
39) HEALTH & SAFETY
The Company's health and safety measures comprises of guidelines and standardized
practices, based on robust processes. It advocates proactively improving its management
systems, to minimize health and safety hazards, thereby ensuring compliance in all
operational activities.
To minimise and mitigate risks related to Fire Safety and Physical Security, the
Company has taken up various safety initiatives that includes:
First Aid and fire safety trainings for all employees.
Covid-19 SoP has been formalized and deployed across the Offices of the Company
40) ENVIRONMENT AND SAFETY
Your Company is conscious of the importance of environmentally clean and safe
operations. Your Company's policy requires conduct of operations in such a manner, so as
to ensure safety of all concerned, compliances of environmental regulations and
preservation of natural resources.
41) ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.
Accordingly, your Company's operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its other stakeholders by
ensuring that its corporate actions positively impact the socio-economic and environmental
dimensions and contribute to sustainable growth and development.
42) ANNUAL LISTING FEES
The Company affirms that the annual listing fees for the financial year 2024-25 have
been paid to M/s. BSE Limited (Bombay Stock Exchange).
Your Company has also paid its annual custodial fees to M/s. National Securities
Depository Limited (NSDL) and M/s. Central Depository Services (India) Limited (CDSL).
43) CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKTRUPCY CODE, 2016 (IBC)
No corporate insolvency resolution processes were initiated against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
44) INDUSTRY BASED DISCLOSURE AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.
45) FAILURE TO IMPLEMENT CORPORATE ACTIONS
During the year under review, no corporate actions were done by the Company, which have
failed to be implemented.
46) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT OF ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOANS FROM BANKS & FINANCIAL INSTITUTIONS, IF ANY
During the year under review, there has been no one time settlement of loans taken from
banks and financial institutions.
47) INSURANCE
The properties and assets of your Company are adequately insured.
48) ACKNOWLEDGEMENT
The members of the Board of Directors wish to place on record their sincere
appreciation for the devoted services rendered by all the employees and the continued
co-operation and confidence of shareholders.
The Board expresses their sincere thanks to the Bankers, Government and Semi-Government
Authorities, Esteemed Customers, Suppliers, Business Associates and all other well-wishers
for their consistent contribution at all levels to ensure that the Company continues to
grow and excel.
BY ORDER OF THE BOARD OF DIRECTORS EKANSH CONCEPTS LIMITED
Sd/- |
Sd/- |
Deepak Ranjan Nayak |
Heeralal Agarwal |
Director |
Whole-Time Director & CFO |
DIN: 08406471 |
DIN: 10269844 |
Date : August 13, 2024 |
|
Place : Mumbai |
|