As on: May 29, 2023 08:56 PM
To the Members,
The Board is pleased to present the 37th Annual Report of Eldeco Housing and Industries Limited (‘Company') along with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended March 31, 2022.
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Directors' Report
FINANCIAL PERFORMANCE
The Company's performance during the financial year ended March 31, 2022 as compared to the previous Financial year ended March 31, 2021 are as follows:
( in Lakhs)
Standalone
Consolidated
STATE OF COMPANY'S AFFAIRS
During the year under review, your Company recorded consolidated revenue of 13,717.03 Lakhs including other income of 1,029.45 Lakhs as against total revenue of
16,769.44 Lakhs including other income of 827.07 Lakhs during the previous financial year ended March 31, 2021. As at March 31, 2022, profit after tax stood at 5,079.94 Lakhs as compared to the previous financial year ending March 31, 2021, profit after tax at 5,421.87 Lakhs.
Further on standalone basis, your Company recorded total revenue of 10,781.03 Lakhs including other income of 809.90 Lakhs as against total revenue of 14,389.22 Lakhs including other income of 664.40 Lakhs during the previous financial year ended March 31, 2021. As at March 31, 2022, profit after tax stood at 4,292.68 Lakhs as compared to the profit of previous financial year ended March 31, 2021 amounting to
4,931.33 Lakhs.
The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.
COVID IMPACT
The Company has undertaken various measures to minimize COVID-19 impact such as implementing COVID-appropriate health and hygiene protocols. The Company also encouraged measures such as Work from Home (WFH) for eligible employees, restriction on travel, minimizing contact with public, sanitization, social distancing, mandatory mask wearing, thermal checks, maintaining proper hygiene, healthcare benefits, health advisory to employees and directives issued by State and Central Government in this regard from time to time.
DIVIDEND
The Board of Directors at their meeting held on May 13, 2022 have recommended a Final Dividend at the rate of 8/- (@ 400%) per equity share of the face value of 2/- each for the financial year ended March 31, 2022. The payment of final dividend is subject to the approval of the members at the ensuing Annual General Meeting (‘AGM') of the Company.
The Final Dividend, subject to the approval of members at the ensuing AGM to be held on Wednesday, September 28, 2022, will be paid to those Members whose names appear in the Register of Members as on the Record date i.e., Wednesday, September 21, 2022 and in respect of shares held in dematerialized form, it shall be paid to the members whose names are furnished by National Securities Depository Limited (‘NSDL') and Central Depository Services (India) Limited (‘CDSL'), as beneficial owners as on that date.
In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 1, 2020 and the Company is required to deduct tax at source from dividend paid to members at prescribed rates as per Income Tax Act, 1961.
The Company had written to the members holding shares in physical form requesting them to furnish details regarding their PAN and also their bank details for payment of dividend through electronic mode. Those members who are yet to respond to the Company's request in this regard are once again requested to take action in the matter at the earliest.
For enabling payment of dividend in future through electronic mode, members holding shares in physical form are requested to furnish updated particulars of their bank account to the Company or our Registrar & Share Transfer Agent (RTA) Skyline Financial Services Private Limited along with a photocopy of a cancelled cheque and self–attested copy of PAN card. Beneficial owners holding shares in electronic form are requested to furnish their bank account details to their respective depository participant (‘DP') and ensure that such changes are recorded by them correctly.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 (‘the Act') and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(‘the SEBI Listing Regulations'), the Board has carried out annual evaluation of its own performance, Board Committees and individual directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria, such as, Board composition and structure, understanding business and risks, effectiveness of Board processes and procedures, oversight of financial reporting process including internal controls and audit functions, ethics and compliance and monitoring activities, etc.
The performance of the Committees were evaluated by the Board after seeking inputs from the Committee members on the basis of criteria, such as, composition of Committee, effectiveness of Committee meetings, etc.
The performance of individual Directors was evaluated on parameters as defined by the Board and the Nomination and Remuneration Committee, inter-alia, such as regularity, preparatory, participation at the Board meetings, timely execution of action items, recommendations and their periodic update to the Board, effective and successful relationships and communication with fellow Board members and senior management, quality and value of their contributions at Board meetings, adherence to the Company's policies and Resolutions, devoting time and effort to understand the Company and its business etc.
In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive and non- executive Directors. Performance evaluation of Independent Directors was carried out by the entire Board, excluding the respective Independent Director being evaluated.
As an outcome of the above exercise, it was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board has a right balance of discussion between strategic and operational issues. The Board Members from different backgrounds bring about different complementarities and deliberations in the Board and Committee Meetings are enriched by such diversity and complementarities.
MATERIAL CHANGES AND COMMITMENT
During the year under review, following material changes took place:
1) Sub-Division of Equity Shares of the Company
The Company's strong performance and faith of investors since its listing on BSE Limited led to the significant rise in the market price of the Equity Shares of the Company enhancing the members wealth. With a view to enhance the liquidity in the capital market and encourage the participation of small investors by making Equity Shares of the Company more affordable, the Board of Directors at its Meeting held on Friday, November 12, 2021 considered and approved the sub-division of 1 (One) Equity Share of the Company having face value of 10/- (Rupees Ten only) each fully paid-up into 5 (Five) Equity Shares having face value of 2/- (Rupees Two only) each fully paid-up subject to the approval of the Members of the Company.
The Company had received members' approval through Postal Ballot on December 16, 2021 and the Board had fixed the Record Date as January 18, 2022 for determining the eligibility of the members with regards to the sub-division. With effect from January 18, 2022 (Record Date), the Company sub-divided 1 (One) Equity Share of the Company having face value of 10/- (Rupees Ten) each fully paid-up into 5 (Five) Equity Shares having face value of 2/- (Rupees Two) each fully paid-up and ranked pari-passu in all respects with each other and carried the same rights as to the existing fully paid-up Equity Share of 10/- (Rupees Ten) each of the Company.
2) Listing of Equity Shares of the Company on National Stock Exchange of India Limited
The Equity Shares of the Company got listed on National Stock Exchange of India Limited (‘NSE') and were admitted to dealings on the Exchange w.e.f. Tuesday, April 12, 2022 as per the details given below:
Description of Symbol Series No. of Securities Securities
Equity shares of 2/- ELDEHSG EQ 98,33,000 each fully paid up
NSE is the largest exchange in the Country in terms of trading volumes. Listing at NSE shall provide more visibility to the Company and better reach.
Schedule for transfer of unclaimed dividends to the IEPF:
Except as disclosed elsewhere in this report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.
INVESTOR EDUCATION AND PROTECTION FUND AND UNPAID/UNCLAIMED DIVIDEND
Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules'), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the members for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (‘IEPF') in accordance with the procedure prescribed in the IEPF Rules. Accordingly, during the Financial Year 2021-2022, the Company has transferred to IEPF the unclaimed and unpaid dividend pertaining to FY 2013-14 of 2,39,382/- (Rupees Two Lakhs Thirty Nine Thousand Three Hundred and Eighty Two only). Further 2201 (Two Thousand Two Hundred and One) Equity Shares were transferred to IEPF as dividend in respect of those shares had not been claimed by the members for 7 consecutive years. The details of the shares so transferred are available on the website of the Company at www.eldecogroup.com.
Members can claim from IEPF Authority their dividend entitlements and/or shares transferred to IEPF by following the required procedure.
Details of the Nodal Officer for the purpose of coordinating with IEPF Authority
Name: Ms. Chandni Vij
Email: chandni@eldecohousing.co.in Contact No.: 0522-4039999
The details of unpaid and unclaimed amounts lying with the Company can be viewed at https://www.eldecogroup.com/investor/ eldeco-housing-industries-ltd/investor-relations/stock-information/unpaid-unclaimed-dividend
CHANGE IN THE NATURE OF BUSINESS
The Company is primarily engaged in the activities of Real Estate Development. There was no change in the nature of the business of the Company, during the year under review.
TRANSFER TO RESERVES
The Board has decided not to transfer any amount to the reserves for the year under review.
RISK MANAGEMENT
The Board of the Company has taken all necessary steps for identifying the potential risks of the Company including any risk due to COVID-19 pandemic and their mitigation plans. The Board of Directors reviews the business plan at regular intervals for proper identification, analysis and mitigation of all material risks, both internal and external.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee (‘NRC') of your Board has formulated a Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.
Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Nomination and Remuneration Policy of your Company.
The detailed policy is available on the Company's website https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies
*Appointed w.e.f. April 5, 2021
During the financial year under review, none of the Company's employees was in receipt of remuneration as specified under Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and hence no particulars are required to be disclosed in this Report. The names of the top ten employees in terms of remuneration drawn are available for inspection by the Members on request at the Registered Office of the Company during business hours (between 11:00 a.m. to 1:00 p.m.) on any working day of the Company upto the date of the AGM. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at chandni@eldecohousing.co.in
SHARE CAPITAL
During the financial year 2021-22, the members of the Company through Postal Ballot on December 16, 2021 had approved the sub-division of 1 (one) Equity Share of the Company having face value of 10/- (Rupees Ten) each fully paid-up into 5 (Five) Equity Shares having face value of 2/- (Rupees Two) each fully paid-up which carry the same rights as to the existing fully paid-up Equity Share of 10/- (Rupees Ten) each of the Company.
In consequence to the above sub-division of the Equity Shares, the Company is having Authorized Share Capital of
45,55,00,000/- divided into 14,02,50,000 Equity Shares of
2/- each and 1,75,00,000 Preference shares of 10/- each. The Issued, Subscribed and Paid-Up Equity Share Capital of the Company as on March 31, 2022 is 1,96,66,000/- divided into 98,33,000 Equity Shares of 2/- each.
During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat Equity Shares. As on March 31, 2022, none of the Directors of the Company held shares or convertible instruments of the Company except Mr. Pankaj Bajaj, Chairman cum Managing Director of the Company who holds 33,74,735 Equity Shares of the Company.
DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits' in terms of Section 73 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014.
DIRECTORS' & KEY MANAGERIAL PERSONNEL a) Directors
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act, Mr. Shrikant Jajodia (DIN: 00602511), Non-Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has proposed the re-appointment for approval of the members at the ensuing AGM of the Company.
Brief resume of the Director seeking re-appointment along with the other details as stipulated under the SEBI Listing Regulations are provided in the Notice of the AGM forming part of this Annual Report.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations and also none of the Directors of the Company are disqualified under Section 164(2) of the Act. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct for Directors and Senior Management Personnel.
During the year under review, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in the Report on Corporate Governance forming part of this Annual Report. b) Key Managerial Personnel
Mr. Kapil Saluja was appointed as the Chief Financial Officer and Key Managerial Personnel w.e.f. April 5, 2021. Mr. Sushil Dutt Mishra had resigned from the post of Chief Financial Officer of the Company with effect from the close of the business hours on March 31, 2021. The Board appreciates the guidance and support provided by him during his tenure.
Mr. Pankaj Bajaj, Chairman cum Managing Director, Ms. Chandni Vij, Company Secretary and Compliance Officer and Mr. Kapil Saluja, Chief Financial Officer of the Company are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2022, the Board of Directors to the best of their knowledge and belief state that:
a. in the preparation of the Annual Accounts for the year ended March 31, 2022, 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 a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profits of the Company for the year ended on that date;
c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Annual Accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS & THEIR REPORTS a) Statutory Auditors
The members at the Thirty Second (32nd) AGM of the Company held on September 29, 2017 had appointed M/s B S D & Co., Chartered Accountants (Firm Registration Number: 000312S), as the Statutory Auditors of the Company for a term of five consecutive years to hold office from the conclusion of Thirty Second (32nd) AGM till the conclusion of the Thirty Seventh (37th) AGM. The term of office of M/s B S D & Co., Chartered Accountants (Firm Registration No. 000312S), as Statutory Auditors of the Company will conclude from the conclusion of the ensuing AGM of the Company.
After evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company has, based on the recommendation of the Audit Committee and at its meeting held on May 13, 2022 proposed the appointment of M/s Doogar & Associates, Chartered Accountants (Firm Registration Number: 000561N), as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of Thirty Seventh (37th) AGM till the conclusion of the Forty Second (42nd) AGM to be held in the year 2027 at a remuneration as may be mutually agreed between the Board of Directors and Statutory Auditors. The appointment shall be subject to the approval of the members.
M/s Doogar & Associates, Chartered Accountants have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act.
Necessary Resolution for appointment of M/s Doogar & Associates, Chartered Accountants as Statutory Auditors of the Company is included in the Notice of AGM for seeking approval of members.
The Report given by M/s B S D & Co., Chartered Accountants on the financial statements of the Company for the financial year ended March 31, 2022 is a part of this Annual Report. The Auditors' Report does not contain any qualification, reservation or adverse remark. The Notes on the Financial Statements and observationsoftheAuditorsintheirReportontheAccountsofthe Company are self-explanatory and therefore do not call for any further comments.
b) Secretarial Auditors
As required under the provisions of Section 204 of the Act and pursuant to Regulation 24A of the SEBI Listing Regulations, the report in respect of the Secretarial Audit for FY 2021-22 carried out by M/s R. K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. FCS 672), in Form MR-3 forms part to this report as "Annexure-B". Also, the Secretarial Audit Report for FY 2021-22 in Form MR-3 in respect of Omni Farms Private Limited, the material unlisted subsidiary of your Company, forms part of this report as "Annexure-C". The said reports are self-explanatory and do not contain any adverse observation or qualification.
Pursuant to Regulation 24A of the SEBI Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from M/s R.K. Tandon & Associates, Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon (Membership No. FCS 672), on compliance of all applicable SEBI Listing Regulations and circulars/ guidelines issued there under and the same has been submitted with the Stock Exchanges within the prescribed due date.
c) Internal Auditor
M/s Seth & Associates, Chartered Accountants (Firm Registration Number: 001167C) represented by Mr. Dhruv Seth (Membership No. 404028) have carried out internal audit for the financial year 2021-2022. The Board of Directors at their meeting held on May 13, 2022 have re-appointed M/s Seth & Associates, Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2022-2023.
d) Cost Auditor
As required under Rule 8(5) (ix) of the Companies (Accounts) Rules, 2014, the Company confirms that it has prepared and maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act for the financial year ended March 31, 2022.
Pursuant to Section 148 of the Act, the Board of Directors of the Company has in its Meeting held on August 24, 2022 and based on the recommendation of the Audit Committee, re-appointed M/s Paliwal & Associates (FRN:00368) as Cost Auditors of the Company for the financial year 2022-23 to carry out an audit of cost records of the Company.
As required under the Act, the remuneration payable to Cost Auditors must be placed before the members at a general meeting for ratification. Hence, a Resolution for the same forms part of the Notice of the ensuing AGM.
The Cost Audit Report for the financial year ended March 31, 2022 is under finalization and shall be filed with the Central Government within the prescribed time limit.
e) Reporting of Frauds by Auditors
During the year under review, the Auditors have not reported any instances of frauds committed by the Company by its Officers or Employees to the Board or Audit Committee under Section 143(12) of the Act.
SUBSIDIARY COMPANIES
As on March 31, 2022 the Company had 35 subsidiaries (34 being wholly owned subsidiaries). There has been no material change in the nature of the business of the subsidiaries.
The following wholly owned Subsidiary Companies were incorporated during the year 2021-2022:
1) Cascade Constructions Private Limited-Incorporated w.e.f. January 7, 2022
2) Prosper Constructions Private Limited- Incorporated w.e.f. January 7, 2022
3) Eco World Properties Private Limited- Incorporated w.e.f. January 10, 2022
4) Spring Greens Realty Private Limited- Incorporated w.e.f. January 12, 2022
The following wholly owned Subsidiary Companies were incorporated from the end of the financial year and as on the date of this Report:
1) Conception Realtors Private Limited- Incorporated w.e.f. June 30, 2022
2) Miraculous Properties Private Limited- Incorporated w.e.f. June 30, 2022
3) Supremacy Builders Private Limited- Incorporated w.e.f. June 30, 2022
4) Proficiency Real Estate Private Limited- Incorporated w.e.f. July 1, 2022
5) Ascendancy Constructions Private Limited- Incorporated w.e.f. July 5, 2022
6) Inception Buildtech Private Limited- Incorporated w.e.f. July 13, 2022
The Company has transferred a substantial part of its investment i.e. 1/3rd of the total shareholding of Villa Constructions Private Limited, a wholly owned Subsidiary Company to Eldeco Infrastructure and Properties Limited, one of the promoters of the Company on February 28, 2022.
A report on the financial performance of each of the subsidiaries included in the Consolidated Financial Statements is provided in a separate statement pursuant to first proviso to Section 129(3) of the Act in Form AOC-1 which forms a part of this Annual Report. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the subsidiaries which are audited are available on the website of the Company at https:// www.eldecogroup.com/investor/eldeco-housing-industries-ltd/investor-relations/financial-information/subsidiary-financials/
Omni Farms Private Limited , a wholly subsidiary of the Company is a material subsidiary of the Company under Regulation 16(1) (c) of the SEBI Listing Regulations. The policy for determining material subsidiaries of the Company has been provided at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies.
The Company shall make available the Annual Accounts and other related detailed information of the Subsidiary Companies to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies shall also be kept open for inspection by the members at the Registered Office of the Company.
As on date of this Report, following are the subsidiaries of the Company:
1. Aaj Constructions Private Limited
2. Artistry Construction Private Limited
3. Ascendancy Constructions Private Limited
4. Carnation Realtors Private Limited
5. Cascade Constructions Private Limited
6. Conception Realtors Private Limited
7. Conviction Constructions Private Limited
8. Deepjyoti Constructions Private Limited
9. Dua Constructions Private Limited
10. Eco World Properties Private Limited
11. Erudite Constructions Private Limited
12. Facility Constructions Private Limited
13. Flourish Constructions Private Limited
14. Frozen Constructions Private Limited
15. Garv Constructions Private Limited
16. Heather Buildcon Private Limited
17. Inception Buildtech Private Limited
18. Iris Realtors Private Limited
19. Khwahish Constructions Private Limited
20. Miraculous Properties Private Limited
21. Neo Realtors Private Limited
22. Neptune Infracon Private Limited
23. Numerous Constructions Private Limited
24. Omni Farms Private Limited
25. Placate Constructions Private Limited
26. Primacy Constructions Private Limited
27. Proficiency Real Estate Private Limited
28. Prosper Constructions Private Limited
29. Samarpit Constructions Private Limited 30. Shivaye Constructions Private Limited
31. Spring Greens Realty Private Limited
32. Suniyojit Constructions Private Limited
33. Supremacy Builders Private Limited
34. Sushobhit Constructions Private Limited
35. Swarajya Builders Private Limited
36. Swarg Constructions Private Limited
37. Swabhiman Buildtech Limited
38. Turbo Realtors Private Limited
39. Utsav Constructions Private Limited
40. Villa Constructions Private Limited
41. Yojna Constructions Private Limited
STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS
The audited financial statements of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2022, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (IND-AS) notified under Section 133 of the Act, read with relevant Rules and other accounting principles. The Consolidated Financial Statements has been prepared in accordance with IND- AS and relevant provisions of the Act based on the financial statements received from subsidiaries as approved by their respective Board of Directors.
In accordance with the provisions of the Act and Regulation 33 of the SEBI Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2021-22, together with the Auditors' Report, forms an integral part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a CSR Committee and the Board has approved the CSR Policy based on the recommendation of the CSR Committee. The Policy is available on the website of the Company at https://www. eldecogroup.com/investor/eldeco-housing-industries-ltd/ corporate-governance/policies. The Policy is also reviewed by the Board on time-to-time basis.
Annual Report on CSR activities during the year under review as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is attached as "Annexure-D". The terms of reference of the CSR Committee is provided in the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report with detailed review of operations, performance and future outlook, as stipulated under Regulation 34 read with Schedule V to the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI Listing Regulations forms a part of this Annual Report. The Certificate from the practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to the SEBI Listing Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by any Regulator or Court, which can have an impact on the going concern status and the Company's future operations.
There were no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.
INTERNAL FINANCIAL CONTROL
The Company's internal control systems commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. Details on the Internal Financial Controls of the Company forms part of the Management Discussion and Analysis Report forming part of this Annual Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism and Whistle Blower Policy as per the provisions of Section 177(9) and (10) of the Act, Regulation 22 of the SEBI Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for its Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.
The said Policy has been shared with all the concerned and has also been placed on the website of the Company at https:// www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/policies
DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace. The Company 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 made thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company's process ensures complete anonymity and confidentiality of information. The below table provides details of complaints received/ disposed during the financial year 2021-22.
Number of complaints filed during the financial year NIL Number of complaints disposed of during the financial NIL year Number of complaints pending as on end of the NIL financial year
COMPLIANCE WITH SECRETARIAL STANDARDS
During the period under review, the Board confirms that, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI') as amended from time to time.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one time settlement during the financial year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 are given as under:
1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.
2. Technology Absorption: The Company is taking advantage of the latest developments and advancements in the Construction Industry. The Company is using indigenous technology which is well established in the Country and no foreign technology/ know how was purchased. The Company has not incurred any R & D expenditure during the year.
3. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future, as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.
LISTING FEES
The Equity Shares of the Company are presently listed at BSE Limited (‘BSE') and National Stock Exchange of India Limited* (‘NSE'). The Company has paid listing fees of BSE and NSE for the financial year 2022-2023.
*The Equity Shares of the Company got listed on NSE and were admitted to dealings on the Exchange w.e.f. April 12, 2022.
OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013 a) Extracts of Annual Return
Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Act, the Annual Return of the Company as at March 31, 2022 is available on the website of the Company at https:// www.eldecogroup.com/investor/eldeco-housing-industries-ltd/investor-relations/reports-and-presentations/annual-returns. By virtue of amendment to Section 92(3) of the Act, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Director's Report.
b) Meetings of the Board
During the year under review, the Board of Directors duly met Seven (7) times in accordance with the provisions of the Act and Rules made there under. The Notice and agenda of the meeting was circulated to the members of the Board well in advance along with necessary documents, reports, recommendations etc. so that each Board member can actively participate on agenda items during the meetings. The details of Board and Committee Meetings and the attendance of the Directors at such meetings are provided in the Corporate Governance Report, which forms a part of this Annual Report. The intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.
Additionally, on February 9, 2022, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Act, and the provisions of the SEBI Listing Regulations.
c) Committees of the Board
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following statutory Committees constituted by the Board, function according to their respective roles and defined scope:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationship Committee
4) Corporate Social Responsibility Committee
Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.
d) Audit Committee
The Board has constituted an Audit Committee, which comprises of Mr. Anil Tewari as the Chairman and Mr. Pankaj Bajaj, Mr. Ranjit Khattar and Mr. Ashish Jain as the Members. The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. The details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the members at such meetings are given in the Report on Corporate Governance, which forms a part of this Annual report. The recommendations made by the Audit Committee were accepted by the Board.
e) Related Party Transactions
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments made in the SEBI Listing Regulations. The updated Policy can be accessed on the Company's website at https://www. eldecogroup.com/investor/eldeco-housing-industries-ltd/ corporate-governance/policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All related party transactions entered during the year were approved by the Audit Committee and were in ordinary course of the business and at arm's length basis. None of the transactions with any of related parties were in conflict with the Company's interest. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for the financial year 2021-22 and hence does not form part of this Report.
Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in notes to the standalone/consolidated financial statements forming a part of this Annual Report.
f) Particulars of Loans, Guarantees and Investments
The Company has complied with provisions of Section 186 of the Act, to the extent applicable with respect to Loans, Guarantees or Investments during the year.
Pursuant to the provisions of Section 186 of the Act, details of Loans, Guarantees and Investments made by the Company are provided in the notes to the Financial Statements.
ACKNOWLEDGEMENT
The Board of Directors places on record its sincere appreciation for the dedicated services by the employees of the Company at all levels and the constructive co-operation extended by them. Your Directors would also like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Bankers, Financial Institutions, Customers, Employees, Suppliers, other Business Associates and various other stakeholders.