As on: Apr 27, 2024 02:26 PM
To
The Members
Your Directors have pleasure in presenting their 36th Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31, 2023.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Key highlights of financial results for Elitecon International Limited for the financial year 2022-23 are tabulated below:
(Amount in Rs.)
Particulars
Revenue from Operations
Other Income
Total Income
Less: Total Expenses
Profit Before Tax
Tax Expenses:
Current Year Tax
Deferred Tax
Net Profit After Tax
BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIRS:
During the year under review the Company had loss of Rs. 78,18,11,194/- (Seventy Eight Crores Eighteen Lakhs Eleven Thousand One Hundred Ninety Four only). As the Company has started a new line of business with new and experienced management, the company is hopeful and optimistic about the increase in
revenue of the company in coming years.
GENERAL RESERVE:
The Company has not transferred any amount to the General Reserve for the Financial Year 2022-23. DIVIDEND:
As the Company had incurred losses, the Board does not recommend any dividend for the Financial Year 2022-23.
SHARE CAPITAL:
During the year, there was no change in the capital structure of the Company. The paid-up equity share capital as on March 31, 2023 was Rs. 1,21,00,000/- (Rupees One Crore Twenty-One Lakhs Only).
a) Buy Back of securities: The Company has not bought back its shares /securities during the year under review.
b) Sweat Equity: No Sweat Equity Shares are issued during the year under review.
c) Bonus Shares: No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.
CHANGES IN THE NATURE OF BUSINESS:
During the Financial Year 2022-23, there had been no change in the nature of the business of the Company.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2022-23.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.
Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, Rajeev Jain the Proprietor of M/s. Jain & Rajeev Associates (Firm Registration Number: 0275217; Membership Number: 097354) was appointed as the Internal Auditor of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company.
ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return is available on the website of the Company on the following link: https://eliteconinternational.com/annual-reports/
FRAUDS REPORTED BY AUDITORS UNDER SECTION 143:
There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant Rules framed thereunder either to the Company or to the Central Government.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :
The Company has no subsidiary Company, Joint Ventures or Associate Companies during the year under review.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.
iii) 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.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year 2022-23 under review there were movements in the Directorships in the Company.
None of the Directors of the Company are disqualified as per the provisions of Section 164 of the
Companies Act, 2013.
The details of appointments and resignations of Directors/ KMP during the Financial Year 2022-23 are as follows:-
S.NO. NAME
DESIGNATION
PARTICULARS
1. Mr. Achal Kapoor
Independent Director
Resignation as Independent Director
2. Ms. Monam Kapoor
Additional Director (Non- Executive Independent Director)
Appointment as Additional Director (NonExecutive Independent Director)
3. Mr. Vipin Sharma
Managing Director and Chief Executive Officer
Regularised as Managing Director
4. Mr. Lalit Kumar Gaur
Additional Director (Executive Director)
Regularised as Executive Director and also appointed as a Whole-Time Director
Mr. Haisangi 5. Ramaprabhu
Bheemashankar
Regularised as as a Non - Executive In dependent Director
6. Ms. Monam Kapoor
Additional Director
Regularised as a Non -
(Non- Executive Independent Director)
Executive In dependent Director
7. Ms. Chetna
Chief Financial Officer
Appointment as Chief Financial Officer
8. Mr. lsh Sadana
Mr.Haisangi 9. Ramaprabhu
Non - Executive In dependent Director
Resignation as Non - Executive In dependent Director
10. Mr. Vipin Sharma
Resigned as Chief Executive Officer
11. Mr. Upmanyu Pathak
Appointment as Additional Director (Executive Director) and also appointed as Chief Executive Officer
12. Mr. Lalit Kumar Gaur
Executive Director and Whole-Time Director
Resignation as Executive Director and Whole-Time Director
13. Ms. Preeti
Appointment as Non - Executive In dependent Director
14. Mr. Ish Sadana
Additional NonExecutive Independent Director
Regularised as a Non - Executive In dependent Director
15. Mr. Upmanyu Pathak
Regularised as executive Director
16. Ms. Preeti
After the Financial Year end, the following changes took place in board of directors of the Company:-
1 Mr. Upmanyu . Pathak
Executive
Director
Resignation as Executive Director
2
Chief Executive Officer
Resignation as Chief Executive Officer
3
Additional
Appointment as an additional Executive Director (Professional Category)
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company / business policies and strategies apart from other Board business. During the year under review, Twenty Four (24) Board meetings were held. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013. The notice of Board meeting including detailed agenda is given well in advance to all the Directors prescribed under the Companies Act, 2013.
The Board met on April 12, 2022, April 22, 2022, May 12, 2022, May 26, 2022, May 27, 2022, June 08,
2022, June 16, 2022, June 27, 2022, July 06, 2022, July 21, 2022, July 27, 2022, August 03, 2022, August 05, 2022, August 22, 2022, September 05, 2022, September 29, 2022, November 14, 2022, November 15, 2022, November 21, 2022, November 29, 2022, December 03, 2022, December 06, 2022, December 26, 2022 and February 14, 2023.
Sr No. Name of Directors
Designation
1.Mr. Vipin Sharma
Non-Executive Director, June 13, 2022 (MD & CEO)- (Resigned as CEO on 06.07.2022)
2.Monam Kapoor
Non-Executive Independent Director
3.Lalit Kumar Gaur
Executive Director and WTD (Resigned-30.07.2022)
4. Mr. Haisangi Ramaprabhu Bheemashankar
Non- Executive Independent Director (Resigned-27.06.2022)
5.Ish Sadana
Non- Executive Independent Director
6.Upmanyu Pathak
Executive Director and CEO (Appointed 06.07.2022)
7.Preeti
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, 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 Audit, Nomination & Remuneration Committee.
The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committee's was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.
DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:
The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As of March, 31 2023, the Board had five (5) Directors.
The Policy of the company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section
(3) of section 178 of Companies Act, 2013 is in place and maintained by company as per law
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:
The provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to the particulars of conservation of energy, technology absorption etc. are not applicable to the Company.
During the period under review the total amount of foreign exchange earnings was Rs. 29,20,96,000 and total amount of foreign outgo was Nil.
RELATED PARTY TRANSACTIONS:
The details of the transactions with related parties during the Financial Year 2022-23 are provided in the accompanying financial statements. Form AOC-2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-A.
MATERIAL CHANGES / COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:
No significant and material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
CHANGE IN NAME OF COMPANY
No change has happened in the name of the Company in the financial year 2022-23.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.
AUDITORS:
The Board of the Company has recommended the reappointment of M/s V.N. Purohit & Co, Chartered Accountants (FRN: 304040E), Chartered Accountants, as Statutory Auditors of the Company to for a term of five consecutive years, to hold the office from the conclusion of this 36th Annual General Meeting until the conclusion of 41st Annual General Meeting to be held in the year 2028, subject to the approval of shareholders.
AUDITOR'S REPORT:
The observation made in the Auditors' Report read together with relevant notes thereon are selfexplanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDIT:
The Board had appointed Mr. Aakash Goel, Proprietor of G Aakash & Associates, Company Secretaries
(Membership No. A57213, CP No.21629), to carry out Secretarial Audit Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as “Annexure B” for the financial year 2022-23.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each of the Independent Directors, under section 149(7) of the Companies Act, 2013,that he/she meets the criteria of independence laid down in section 149(6) of the companies Act, 2013.
INDEPENDENT DIRECTOR MEETING:
During F.Y. 2022-23, one (1) meeting of the Independent Directors was held on August 03, 2022. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.
RISK MANAGEMENT:
In today's economic environment, Risk Management plays a very important part of business. The main aim of risk management is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole.
At present the Company has not identified any element of risk which may threaten the existence of the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In line with the provisions of the Section 177(9) of the Act and the revised Regulation 22 of the SEBI (LODR) Regulation, the Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.
This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
PARTICULARS OF EMPLOYEES:
As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required to be given in the report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management's Discussion and Analysis is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE:
As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015, of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day of previous Financial Year i.e. on 31st March 2023 and Net Worth both were not exceeding the limit as given under the regulation 15 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.
Therefore, in terms of the said circular the compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to our Company during the year 2022-23.
AUDIT COMMITTEE:
The Audit Committee of the Company was reconstituted on 27.06.2022 due to the change in the Directors of the Company and after reconstitution the committee consist of the following members:-
1. Mr. Vipin Sharma
3. Mr. Ish Sadana
The Committee met 6 (Six) times on 07.06.2022, 27.06.2022, 26.07.2022, 05.09.2022, 12.11.2022 and 11.02.2023 during the financial year 2022-23. The minutes of the meetings of the Audit Committee were discussed and taken note by the Board of Directors. The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company was reconstituted on 26.08.2022 due to the change in the Directors of the Company and after reconstitution the committee consist of the following members:-
1. Ms. Monam Kapoor
2. Mr. Ish Sadana
4. Ms. Preeti
The Committee met 3 (Three) times on 12.05.2022, 05.07.2022 and 26.08.2022 during the financial year 2022-23. The minutes of the meetings of the Nomination and Remuneration Committee were discussed and taken note by the Board of Directors.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company was reconstituted on 27.06.2022 due to the change in the Directors of the Company and after reconstitution the committee consist of the following members:-
1. Ms. Monam Kapoor -Chairman
2. Ish Sadana-member
3. Mr.Vipin Sharma -Member
The Committee met 5 (Five) times on 18.04.2022, 12.07.2022, 27.06.2022, 14.10.2022 and 17.01.2023 during the financial year 2022-23. The minutes of the meetings of the Stakeholders Relationship Committee were discussed and taken note by the Board of Directors.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.
By the order of the Board of Directors
Date: September 06, 2023 (VIPIN SHARMA)
(DAYANAND RAY)
Place: New Delhi
Managing Director
Executive Director