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Directors Reports

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

   


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