Dear Members,
Your Directors have pleasure in presenting this 64th Annual Report
together with the Audited Financial Statements for the financial year ended on 31st March,
2024.
You being our valued partners in the Company, we share our vision of
growth with you. Our guiding principles are a blend of realism and optimism which has been
and will be the guiding force of all our future endeavors.
Performance of the Company Standalone Financial Performance
For the year ended on 31st March, 2024, the Company has achieved a
Turnover of RS. 1,59,967 Lakhs as against RS. 1,19,699 Lakhs in the previous year.
For the year ended on 31st March, 2024, the Company has achieved
Earnings Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBIDTA)
of RS. 41,361 Lakhs as against the EBIDTA of RS. 28,069 Lakhs during the previous year.
The Net Profit after tax of the Company for the financial year 2023-24
was RS. 30,316 Lakhs compared to RS. 18,815 Lakhs during the previous year.
The Company holds total unexecuted orders about RS. 69,863 Lakhs (RS.
43,888 Lakhs for Gear Division and RS. 25,975 Lakhs of MHE Division) as on 31st March,
2024. This will help us to continue to have sustainable growth in coming years.
Consolidated Operations
Your Company's total consolidated turnover for the year ended on 31st
March, 2024 was RS. 1,93,742 Lakhs as against RS. 1,52,968 Lakhs in the previous year.
For the year ended on 31st March, 2024, the Company has achieved
Earnings Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBIDTA)
of RS. 47,447 Lakhs as against the EBIDTA of RS. 33,888 Lakhs during the previous year.
The Consolidated Net Profit after tax of the Company for the financial
year 2023-24 was RS. 35,558 Lakhs compared to RS. 23,749 Lakhs during the previous year.
During the year under review, your Company's consolidated Net Worth is
RS. 1,58,408 Lakhs as against RS. 1,26,156 Lakhs for previous year.
The Company holds total unexecuted orders about RS. 79,543 Lakhs (RS.
53,568 Lakhs for Gear Division and RS. 25,975 Lakhs of MHE Division) as on 31st March,
2024.
The summary of financial highlight is given below:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
|
31.03.2024 |
31.03.2023 |
31.03.2024 |
31.03.2023 |
Turnover |
1,59,967 |
1,19,699 |
1,93,742 |
1,52,968 |
Profit Before Tax, Finance Cost, Depreciation &
Amortization and Adjustments for previous year (EBIDTA) |
41,361 |
28,069 |
47,447 |
33,888 |
Add: Other Income |
3,971 |
1,635 |
4,406 |
2,005 |
EBIDTA (Including other income) |
45,332 |
29,704 |
51,853 |
35,893 |
Less : Finance Cost |
594 |
1,130 |
864 |
1,331 |
Depreciation & Amortization |
4,125 |
3,928 |
5,092 |
4,904 |
Profit before share of equity accounted investee and tax |
40,613 |
24,646 |
45,897 |
29,658 |
Share of Profit of Associates |
- |
- |
641 |
325 |
Profit Before Tax |
40,613 |
24,646 |
46,538 |
29,983 |
Less: Provision for Tax |
10,331 |
5,950 |
11,014 |
6,349 |
Deferred Tax |
(34) |
(119) |
(34) |
(115) |
Profit After Tax |
30,316 |
18,815 |
35,558 |
23,749 |
Add: |
|
|
|
|
Other comprehensive income |
(135) |
(63) |
88 |
75 |
Previous Year Balance Brought Forward |
53,739 |
36,558 |
76,623 |
54,370 |
PROFIT AVAILABLE FOR APPROPRIATION |
83,920 |
55,310 |
1,12,269 |
78,194 |
APPROPRIATIONS: |
|
|
|
|
Dividend Paid |
3,366 |
1,571 |
3,366 |
1,571 |
Balance Carried Forward |
80,544 |
53,739 |
1,08,903 |
76,623 |
This will help us to continue to have sustainable growth in coming
years.
Dividend
During the year, your Board has declared and paid an Interim Dividend
of RS. 1/- (i.e. 50%) per Equity Share of RS. 2/- each for the financial year 2023-24. The
said interim dividend was paid to shareholders of the Company on 8th November, 2023 and
has amounted a cash outflow of RS. 1,122 Lakhs.
Your Directors have recommended Final Dividend of RS. 2/- (i.e. 100%)
per Equity Share of RS. 2/- each for the financial year ended on 31st March, 2024
(previous year RS. 2 per share). The said dividend, if approved by the shareholders, would
involve a cash outflow of RS. 2,244 Lakhs, against RS. 2,244 lakhs dividend in the
previous year.
The dividend recommended is in accordance with the Company's Dividend
Distribution Policy. As required under the Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company has a Policy on Dividend Distribution. The Dividend Distribution Policy of the
Company can be accessed at
During the year under review, the unclaimed dividend pertaining to the
financial year 2015-16 has been transferred to the Investor Education & Protection
Fund.
Transfer to Reserves
The Board of Directors has decided to retain the entire amount of
profit for financial year 2023-24 in the statement of profit and loss.
Share Capital
The paid up Equity Share Capital as on 31st March, 2024 was RS. 2,244
Lakhs. During the year under review, the Company has not issued any shares with
differential voting rights nor granted stock options nor sweat equity.
The Board of Directors at their meeting held on 19th April, 2024
approved the sub-division of one equity share of face value of RS. 2/- each fully paid up,
into 2 equity shares of face value of RS. 1/- each fully paid up, subject to the approval
of the members at the ensuing General Meeting.
In view of the same, subject to the approval of the shareholders at the
ensuing General Meeting, your Board of Directors has approved the alteration to the Clause
V of Memorandum of Association of the Company with the following:
"The Authorized Share Capital of the Company is ? 1,78,00,00,000
(Rupees One Hundred Seventy Eight Crores) divided into 45,50,00,000 (Forty Five Crores
Fifty Lakhs) Equity Shares of ?1/- each and 2,50,00,000 (Two Crores Fifty Lakhs)
Cumulative Redeemable Preference Shares of ?2/- each and 1,27,50,000 (One Crore Twenty
Seven Lakhs Fifty Thousand) Non-Cumulative NonConvertible Redeemable Preference Shares
each of ? 100/-."
The Board of Directors at their meeting held on 19th April, 2024, has
also considered and approved the request received from the Wizard Fincap Limited,
belonging to the category of Promoter Group and who hold Nil shares in the Company,
seeking its reclassification from the category of "Promoter Group" of the
Company to the category to "Public" as they confirmed the Compliance requirement
as set out under Regulation 31A of the Listing Regulations, subject to approval of members
of the Company, Stock Exchanges and/or other approval(s), if any, as may be required.
Borrowings
Working Capital Borrowings:
Continuous monitoring and review of the receivables, inventories and
other working capital parameters helped the Company to continue with Nil working capital
borrowings as at 31st March, 2024. Further, the Company is working on effective Supply
Chain Management to optimize overall working capital flow in the Company.
Cash and Cash Equivalent as at 31st March, 2024 was ?2,770 Lakhs.
There is no instance of one time settlement and valuation while taking
loan from banks/financial Institutions.
Fixed Deposits:
The Company has not accepted any fixed deposits and there is no
unpaid/unclaimed deposits as on 31st March, 2024.
Particulars of Loans, Guarantees or Investments:
The details of Loans given, Guarantees and Securities provided and
Investments made by the Company in compliance with the Companies Act, 2013 are given in
the notes to the Financial Statements.
Directors & Key Managerial Personnel (KMPs)
Cessation of Tenure of Independent Director
During the year under review, Shri Jai S. Diwanji (DIN: 00910410), a
Non-Executive & Independent Director of the Company had completed the second &
final term of his tenure and consequently, he ceased to be a Director of the Company from
close of business hours on 31st March, 2024.
The Board placed on record their appreciation for the assistance and
guidance provided by Shri Jai S. Diwanji during his tenure as a Non-Executive &
Independent Director of the Company.
New Appointment
Shri Nirmal P. Bhogilal (DIN: 00173168), was appointed as a
Non-Executive & Independent Director of the Company effective from 1st April, 2024 for
a period of five years not liable to retire by rotation.
Members' approval has been obtained by way of Special Resolution passed
through Postal Ballot (remote e-voting) on 3rd March, 2024 for his appointment as a
Non-Executive & Independent Director, under Sections 149 and 152 of the Companies Act,
2013 and under Regulation 17(1A) and Regulation 25 of Listing Regulations.
He is an industrialist and has a rich experience of more than 49 years
in managing Machine Building and Engineering Industry. He is the Chairman of Batliboi
Group. The Group's operations are in Machine Tools, Textile Machinery, Textile Air
Engineering, Air-conditioning & refrigeration, Environmental Engineering, Wind Energy,
Solar Energy and International Trade & Logistics. He was Past President of the Indian
Machine Tool Manufacturers Association (IMTMA). He is currently a member of the CII
Western Region. He is a Committee Member and Past President of Indo German Chamber of
Commerce.
In the opinion of the Board, he is well versed in the fields of
managing Machine Building and Engineering Industry. He has strong operational, deep
understanding of multicultural business challenges. He has the requisite skills and
capabilities for handling the desired roles & responsibilities as a NonExecutive &
Independent Director of the Company his vast experience in the realm of various fields
will be beneficial to the Company. Further, he possesses relevant proficiency which will
bring tremendous value to the Board and to the Company.
In terms of Section 149 and other applicable provisions of the
Companies Act, 2013 and Regulation 16(1)
(b) and other applicable regulations of the Listing Regulations, an
Independent Director shall hold office for a term of five consecutive years and not be
liable to retire by rotation. Accordingly, Shri Nirmal P. Bhogilal (DIN: 00173168) is
appointed as an Independent Director to hold office for a term of five consecutive years
from the date of 1st April, 2024 and shall not be liable to retire by rotation.
Director Retire by Rotation
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Shri Prashant C. Amin (DIN: 01056652), Director
retires by rotation at the forthcoming 64th Annual General Meeting of the Company and
being eligible, offers himself for re-appointment.
The Board recommends his appointment for your approval.
Evaluation of Board and Senior Management
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
of Listing Regulations, the Board has carried out an annual performance evaluation of its
own performance, the directors individually as well as the evaluation of the working of
its Committees. Further, the Nomination & Remuneration Committee has carried out the
performance evaluation of Senior Management including the Company Secretary and Chief
Financial Officer of the Company. The manner in which the evaluation was carried out has
been explained in the Corporate Governance Report which forms part of this report.
Meetings
During the year under review, four Board Meetings, four Audit Committee
Meetings, one Stakeholders Relationship Committee Meeting, two Nomination and Remuneration
Committee Meetings, one Corporate Social Responsibility Committee Meeting, three Risk
Management Committee Meetings and one Separate Meeting of Independent Directors were held.
During the year, some of the resolutions were also passed by way of circular, the details
of which are given in the Corporate Governance Report. The intervening gaps between the
Board Meetings were within the period prescribed under the Companies Act, 2013.
Composition of Various Committees
Details of various committees constituted by the Board as per the
provisions of Companies Act, 2013 and Listing Regulations and their meetings are given in
the Corporate Governance Report which forms part of this report.
Independent Directors
The Independent Directors met on 30th January, 2024 without attendance
of Non-Independent Directors and Members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors and Board as a whole and assessed
the quality, quantity and timeliness of flow of information between the Company Management
and the Board that is necessary for the Board to effectively and reasonably perform their
duties.
The Company has received necessary declarations from each Independent
Director under Section 149(7) of the Companies Act, 2013 and under Regulation 25(8) of
Listing Regulations, that he/she meets the criteria of independence laid down in Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations.
Familiarization Programme for Independent Directors
In compliance with the requirements of Listing Regulations, the Company
has put in place a Familiarization Programme for Independent Directors to familiarize them
with the working of the Company, their roles, rights and responsibilities vis-a-vis the
Company, the industry in which the Company operates, business model etc., alongwith
updating on various amendments in the Listing Regulations and the Companies Act, 2013. The
policy on Familiarization Programme is uploaded on the website of the Company and can be
accessed through web link https://www.elecon.com/views/templates/admin-
uploads/Investors/Policies/Details-of-Familiarization- Programmes-for-IDs.pdf
The Company has conducted the familiarization programme for Independent
Directors of the Company, details for the same have been disclosed on the Company's
website https://www.elecon.com/ investors/corporate-information
Nomination and Remuneration Policy
The Board has framed a policy for selection and appointment of
Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) and their
remuneration.
As and when need arises to appoint Director, KMP and SMP, the
Nomination and Remuneration Committee (NRC) of the Company will determine the criteria
based on the specific requirements. NRC, while recommending candidature to the Board,
takes into consideration the qualification, attributes, experience and independence of the
candidate. Director(s), KMP(s) and SMP(s) appointment and remuneration will be as per NRC
Policy of the Company.
The salient features of the NRC Policy of the Company has been
disclosed in the Corporate Governance Report, which is a part of this report. The said
Policy is available on the Company's website on https://
www.elecon.com/views/templates/admin-uploads/
Investors/Policies/Elecon-Amendment-Policy-on- determining-materiality-events.pdf
Disclosures by Directors
None of the Directors of your Company is disqualified as per provisions
of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary
disclosures to this effect as required under Companies Act, 2013.
Key Managerial Personnel (KMP)
As on 31st March, 2024, Shri Prayasvin B. Patel, Chairman &
Managing Director, Shri Narasimhan Raghunathan, Chief Financial Officer and Smt. Bharti L.
Isarani, Company Secretary are designated as KMP(s) of the Company.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 ("the
Act"), with respect to the Directors' Responsibility Statement, the Board of
Directors confirmed that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation relating to material
departures;
(b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the 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;
(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; and
(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.
Related Party Transactions
All contracts or arrangements with related parties, entered during the
financial year were at arm's length basis and in the ordinary course of the Company's
business. All such contracts or arrangements were entered into with prior approval of the
Audit Committee. No material contract or arrangement with related parties was entered into
during the year under review. Therefore, there is no requirement to report any transaction
in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at https://www.elecon.com/views/templates/admin-
uploads/Investors/Policies/RPT-Policv-2022-FINAL.pdf None of the Directors or any Key
Managerial Personnel has any material pecuniary relationships or transactions vis-a-vis
the Company.
Auditors
Statutory Auditors
M/s. C N K & Associates, LLP, Chartered Accountants, appointed as a
Statutory Auditors of the Company for a period of 5 (five) years i.e. from the conclusion
of 61st Annual General Meeting for the Financial Year 2020-21.
The Board has taken note and M/s. C N K & Associates LLP, Chartered
Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013
and the Rules framed thereunder as Statutory Auditors of the Company. As required under
Listing Regulations, the Auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Cost Audit records maintained by the
Company in respect of its manufacturing activity are required to be audited. Your
Directors have, on the recommendation of the Audit Committee, appointed M/s. Ketki D.
Visariya & Co., Cost Accountants as a Cost Auditors to audit the cost accounts of the
Company for the financial year ended on 31st March, 2025 at a remuneration of RS.
1,70,000/- p.a. as required under the
Companies Act, 2013, the remuneration payable to the Cost Auditors is
required to be placed before the Members in a General Meeting for their ratification.
Accordingly, a Resolution seeking Member's ratification for the remuneration payable to
M/s. Ketki D. Visariya & Co., Cost Auditors is included in the Notice convening the
64th Annual General Meeting.
The Cost Audit Report provided by the Cost Auditors of the Company i.e.
M/s. Y. S. Thakar & Co., for the year 2022-23 was filed with the Ministry of Corporate
Affairs before the due date of filing.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Samdani Shah & Kabra, Company Secretary in Practice to
undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Report
on the Secretarial Audit carried out by the Secretarial Auditor i.e. M/s. Samdani Shah
& Kabra, Practicing Company Secretary during the Financial Year 2023-24 is annexed
herewith as "Annexure A". The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark. Further, your Directors have on the
recommendation of the Audit Committee appointed M/s. Samdani Shah & Kabra, Vadodara,
Practicing Company Secretary, as Secretarial Auditors of the Company to undertake the
Secretarial Audit of the Company for the Financial Year 2024-25.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2023-24 for
all applicable compliances as per Listing Regulations and Circulars/Guidelines issued by
SEBI from time to time. The Annual Secretarial Compliance Report for abovesaid financial
year has been submitted to the stock exchanges within prescribed time limit as per Listing
Regulations.
Subsidiary, Joint Venture & Associate Companies
As on 31st March, 2024, the Company has 12 Direct & Indirect
Subsidiary Companies.
Pursuant to the provisions of Sections 129, 134 and 136 of the
Companies Act, 2013 read with rules framed thereunder and Listing Regulations, your
Company had prepared Consolidated Financial Statements of the Company and its Subsidiaries
and a separate statement containing salient features of financial statement of
Subsidiaries forms part of the Annual Report.
The Annual Report of the Company containing standalone and consolidated
financial statements has been placed on the website of the Company. Further, annual
accounts of the Subsidiary Companies have also been placed on the website of the Company.
Any member who is interested in obtaining the Audited Financial Statements of the
Subsidiary Companies may obtain the same by writing to the Company.
Financial Performance - Subsidiary Companies
Radicon Transmission UK Limited (Consolidated)
Total Income of the Benzlers Radicon Group has decreased by 2% to GBP
32.97 Million in current year compared to GBP 33.62 Million in previous year. EBITDA
excluding other income increased to GBP 5.12 million in the current year compared to GBP
4.95 Million in previous year. The Company has made a Profit before Tax of GBP 3.97
Million in Current Year compared to Profit Before Tax of GBP 3.78 Million in previous
year. The Company has achieved the profitability by cost rationalization coupled with
change in strategy of optimization.
Benzlers Group (Nordic and Europe)
Benzlers Group has witnessed an increase in Sales Revenue of 3% to GBP
14.5 million in the current year compared to GBP 14.1 million in the previous year. The
Company's EBITDA Margin is GBP 0.95 million in the current year compared to GBP 1.37
million in the previous year. Profits before tax and exceptional income have decreased to
GBP 0.8 million compared to GBP 1.32 million in the previous year. The Company has
achieved profitability through cost rationalization coupled with a change in strategy of
optimization.
Radicon Transmission UK Limited
The Sales Revenue for the year has decreased by 4% to GBP 10.98 million
compared to GBP 11.47 million in the previous year. EBITDA Margin has increased to GBP
1.74 million compared to GBP 1.68 million in the previous year. Profits Before Tax are GBP
1.35 million in the current year compared to GBP 1.13 million in the previous year.
Radicon Drive Systems, Inc
Radicon-USA has witnessed a decrease in Sales Revenue of 8% to GBP 8.44
million in the current year compared to GBP 9.14 million in the previous year. EBITDA
increased with the current year to GBP 2.35 million, compared with the previous year of
GBP 1.86 million.
Generating a Profit Before Tax of GBP 1.78 million in the current year
compared to GBP 1.43 million in the previous year. The Company has achieved profitability
through cost rationalization coupled with a change in strategy of optimization.
Elecon Singapore Pte. Limited
During the year under consideration, revenue of Elecon Singapore Pte.
Ltd., has decreased by 6% from USD 2.85 million FY 2022-23 to USD 2.68 million FY 2023
24. EBITDA has decreased by 14% from 0.17 million FY 2022-23 to USD
0.15 million FY 2023-24.
Elecon Middle East FZCO, Dubai (Consolidated)
During the year, total revenue of Elecon Middle East FZCO
(Consolidated) has increased by 12.5 %, from AED 28.42 million FY 2022-23 to AED 32.08
million FY 202324. Decrease in EBITDA by 5% from AED 5.73 million FY 2022-23 to AED 5.45
million FY 2023-24.
Elecon Middle East FZCO, Dubai, a Wholly Owned Subsidiary of the
Company has incorporated its wholly owned subsidiary namely "Elecon Radicon Africa
(Pty) Limited on 17th November, 2023.
Financial Performance - Associate
Eimco Elecon (India) Limited (EEIL)
During the year, EEIL has achieved a Turnover of RS. 22,750 Lakhs for
year ended on 31st March, 2024 as against ^ 17,271 Lakhs in the previous year. For the
year ended on 31st March, 2024; EEIL has achieved Earnings Before Interest (Finance Cost),
Depreciation & Amortization and Tax (EBIDTA) including other income of T 5,649 Lakhs
as against the EBIDTA of T 3,310 Lakhs during the previous year.
Vigil Mechanism / Whistle Blower Policy
The Company has in place a Vigil Mechanism/Whistle Blower Policy for
Directors and Employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct. The Mechanism provides for
adequate safeguards against victimization of Director(s) and Employee(s) who avail the
mechanism.
TheVigil Mechanism/Whistle Blower Policy is available on Company's
website at https://www.elecon.com/views/ templates/admin-uploads/Investors/whistle-blower-
policv/Elecon-Whistle-Blower-Policv-2022-new.pdf
Corporate Social Responsibility (CSR) Initiatives
In accordance with the provisions of Section 135 of the Companies Act,
2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has
already amended it's policy on the recommendation of the Members of the CSR Committee and
with the approval of the Board. The CSR policy may be accessed on the Company's Website at
the https://www.elecon. com/views/templates/admin-uploads/Investors/
Policies/Index-CSR%20Policy-05.05.2021-30.08.2021. pdf
The Composition of the Committee and other details are provided in
Corporate Governance Report, which is a part of this Annual Report.
The Company implements various CSR activities directly and / or through
the implementing agencies and the activities undertaken by the Company are in accordance
with Schedule VII of the Companies Act, 2013. The report on CSR activities as required
under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments
thereto, is given in "Annexure B", forming part of this report.
Board Diversity
The Company recognizes and embraces the importance of a diverse board
in its success. The Company believes that a truly diverse board will leverage differences
in thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender, which will help the Company to
retain its competitive advantage. The Board has adopted the Board Diversity Policy which
sets out the approach to diversity of the Board of Directors. The policy is available on
our website at https://www.elecon.com/views/templates/admin-
uploads/Investors/Policies/Index-Elecon-Board- Diversitv-Policv-30-08-2022-pdf
Significant and Material Orders passed by the Regulators or Courts or
Tribunals
There are no significant material orders passed by the Regulators /
Courts / Tribunals which would impact the going concern status of the Company and its
future operations.
Application made or proceeding pending under the Insolvency and
Bankruptcy Code, 2016
During the financial period under review, no application is made or
pending under the Insolvency and Bankruptcy Code, 2016 ("IBC 2016") against the
Company.
Material Changes and Commitments
There are no material changes and commitments, affecting the financial
performance of the Company that occurred during the Financial Year of the Company to which
the Financial Statements relate and the date of this Report.
There is no change in the nature of business during the year under
review.
Reporting of Frauds
There was no instance of fraud during the year under review, which
required the Statutory Auditors and/or Secretarial Auditors to report to the Audit
Committee, Board and/or Central Government under Section 143(12) of the Companies Act,
2013 and Rules framed thereunder.
Risk Management
Being one of the top 500 Listed Company, the Company has implemented
Risk Management System. The Board of the Company has constituted a Risk Management
Committee to frame, implement and monitor the risk management plan for the Company. The
said Committee is responsible for reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the areas of financial
risks and controls. The details pertaining to the composition of the Risk Management
Committee are included in the Corporate Governance Report, which is a part of this report.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure C
Particulars of Employees
Disclosures relating to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as
"Annexure D"
Details of employee remuneration as required under the provisions of
Section 197 of the Companies Act, 2013 and Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are available to any
Shareholder for inspection on request. If any Shareholder is interested in obtaining a
copy thereof, such Shareholder may write to the Company Secretary, where upon a copy would
be sent through email only. The Annual Report excluding the aforesaid information is being
sent to the members of the Company.
Prevention of Sexual Harassment at Workplace
The Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As
required under law, an Internal Complaints Committee (ICC) has been constituted for
reporting and conducting inquiry into the complaints made by the victim on the harassment
at the work place. During the year under review, there were no complaints pertaining to
sexual harassment.
The policy on Sexual Harassment at Workplace is placed on the Company's
website at https://www.elecon.com/ views/templates/admin-uploads/Investors/Policies/
POSH-Policy-Final.pdf
Material Subsidiaries
The Board of Directors of the Company has approved a Policy for
determining material subsidiaries which is in line with the Listing Regulations as amended
from time to time. The policy is available on the Company's website at
https://www.elecon.com/views/templates/admin-uploads/Investors/Policies/Elecon-Policy-on-
Determining-Material-Subsidiary-2020.pdf
The Company does not have material subsidiary company.
Annual Return
The Annual Return of the Company as on 31st March, 2024 in the
prescribed format is available on the Company's website. The web-link is as under:
https://www.elecon.com/investors/annual-return-as-provided-under-section-92-of-the-companies-act-2013
Business Responsibility and Sustainability Report
SEBI, vide its circular dated 10th May, 2021, made Business
Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed
companies (by market capitalization) from financial year 2022-23.
Your Company being covered under top 500 companies, BRSR is applicable
to it. The BRSR is forming part of the Annual Report and annexed as "Annexure-
E"
Corporate Governance
Pursuant to Regulation 34(3) read with Schedule V of the Listing
Regulations, separate reports on Management Discussion & Analysis and Corporate
Governance together with a certificate from the Practicing Company Secretary form part of
this Report.
Your Company is committed to maintain the highest standards of
Corporate Governance, reinforcing the valuable relationship between the Company and its
Stakeholders. A detailed report on Corporate Governance is annexed as "Annexure
F" to this Report alongwith the Auditors' Certificate on its compliance by the
Company.
Compliance of Secretarial Standards
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
Insurance
The Company takes a very pragmatic approach towards insurance. Adequate
cover has been taken for all movable and immovable assets for various types of risks.
Internal Financial Control Systems and their adequacy
Your Company has an effective internal control and risk- mitigation
systems, which are constantly assessed and strengthened with new/revised standard
operating procedures. The Company's internal control system is commensurate with its size,
scale and complexities of its operations. The main thrust of internal audit is to test and
review controls, appraisal of risks and business processes, besides benchmarking controls
with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests improvements to
strengthen the same. The Company has a robust Management Information System, which is an
integral part of the control mechanism.
The Audit Committee of the Board of Directors, the Statutory Auditors
and the Business Heads are periodically apprised of the internal audit findings and
corrective actions are taken by the Management. Audit plays a key role in providing
assurance to the Board of Directors. Significant audit observations and corrective actions
taken by the Management are presented to the Audit Committee of the Board. To maintain its
objectivity and independence, the Internal Audit function reports to the Audit Committee.
Industrial Relations/Personnel
Your Company is committed to upholding its excellent reputation in the
field of Industrial relations. Through continuous efforts, the Company invests and
improvises development programmes for its employees.
Acknowledgement
Your Directors are highly grateful for the unstinted guidance, support
and assistance received from the Government and Financial Institutions. Your Directors are
thankful to all valuable Stakeholders of the Company viz. shareholders, customers,
dealers, vendors, suppliers and business associates for their faith, trust and confidence
reposed in the Company.
Your Directors wish to place on record their sincere appreciation for
the dedicated efforts and consistent contribution made by the employees to ensure that the
Company continues to grow and excel.
For and on behalf of Board of Directors,
Prayasvin B. Patel
Chairman & Managing Director
DIN:00037394
Place: Vallabh Vidyanagar
Date : 19th April, 2024