Dear Shareholders,
The Directors take pleasure in presenting Sixtieth (60th)
Annual Report on the business and operations of the Company along with the Audited
Financial Statements for the year ended March 31, 2023.
1. FINANCIAL RESULTS
(' In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Income |
13,108.56 |
1,26,962.31 |
15,318.66 |
1,34,538.41 |
Profit before tax and exceptional and / or extraordinary
items |
5,760.37 |
1,20,443.02 |
6,588.26 |
1,28,019.12 |
Profit before tax and after exceptional and / or
extraordinary items |
5,760.37 |
1,20,443.02 |
6,599.21 |
1,27,199.00 |
Tax Expense |
1,629.86 |
21,526.87 |
1,805.48 |
21,527.45 |
Net Profit after tax |
4,130.51 |
98,916.15 |
4,793.72 |
1,05,671.55 |
2. DIVIDEND
Your Directors had declared an interim dividend of ' 0.23/- per equity
share having face value of ' 1/- each (i.e., 23%) for the Financial Year 2022-23, which
was paid to the shareholders holding equity shares of the Company as on June 9, 2023
("Record Date"). The total dividend payout amounts to ' 389.80 Lakhs. The
Directors have not recommended any Final Dividend for the Financial Year 2022-23.
3. STATE OF THE COMPANY'S AFFAIRS
The Company's gross sales and other income for the year under
review was ' 15,318.66 Lakhs as against ' 1,34,538.41 Lakhs for the previous year on
consolidated basis.
The profit before tax was ' 6,599.21 Lakhs and the profit after tax was
' 4,793.72 Lakhs for the year under review as against ' 1,27,199 Lakhs and ' 1,05,671.55
Lakhs respectively, for the previous year on consolidated basis.
The previous Financial Year's revenue and profit numbers includes
realization and gains from sale of 21,34,02,479 equity shares held by the Company in PNB
MetLife India Insurance Company Limited, and as such current year's revenue and
profit numbers are not comparable.
The Directors are positive for next phase of growth and development
where the Company will continue to be a leading partner of choice providing long term
patient capital to some of the best businesses in India.
4. CONSOLIDATED FINANCIAL STATEMENTS (CFS)
The Company has prepared CFS in accordance with the applicable
Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014 of the
Companies Act, 2013.
The Consolidated Financial Results reflect the results of the Company
and its subsidiaries and associates. As required under Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (Listing
Regulations") the Audited CFS together with the Independent Auditors' Report
thereon are annexed and form part of this Annual Report.
The summarized Financial Results are provided above at point no. 1 of
this Report.
5. TRANSFER TO RESERVES
During the year under review, no transfers were made to reserves.
6. SHARE CAPITAL
During the year under review, there has been no change in the
authorized and paid-up share capital of the Company.
7. PUBLIC DEPOSIT
The Company has neither invited nor accepted any deposits from public
within the meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 during the Financial Year ended March 31, 2023.
8. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end of the Financial
Year of the Company to which the financial statements relate and the date of the report.
9. CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business of the Company
during the year under review.
10. DETAILS OF SUBSIDIARY, ASSOCIATE, JOINT VENTURES AND HOLDING
COMPANY
During the year under review, the Company has following Holding,
Subsidiary and Associate companies, namely:
a) IGE (India) Private Limited, Holding Company;
b) Ultra Sigma Private Limited, wholly owned Subsidiary Company (with
effect from April 9, 2022)
c) Dabri Properties and Trading Company Limited, Associate Company.
There were no joint venture Companies during the year under review.
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations, the Management
Discussion and Analysis Report for the year under review, is appended as "Annexure
I".
12. CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance in terms of Regulation 34 of the Listing Regulations
have been complied with.
A separate report on Corporate Governance along with a Certificate from
Statutory Auditors of the Company, regarding compliance of the conditions of Corporate
Governance is appended as "Annexure II".
13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A Business Responsibility and Sustainability Report in terms of
Regulation 34(2)(f) of the Listing Regulations detailing the various initiatives taken by
the Company on the environmental, social and governance perspective, is appended as "Annexure
III".
14. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company
has spent the amounts in accordance with the CSR Policy.
The CSR Policy may be accessed on the Company's website i.e.,
www.elpro.co.in. The details of the CSR amounts spent, is appended as "Annexure
IV".
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provision of Section 177(10) of the Companies Act, 2013
and Regulation 22 of the Listing Regulations as amended from time to time, the Company has
established vigil mechanism through the Audit Committee for Directors and Employees to
report genuine concerns about unethical behaviour actual or suspected fraud or violation
of the Company's Code of Conduct. The vigil mechanism provides for adequate
safeguards against victimisation of persons who use such mechanism and make provision for
direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
The details of establishment of such mechanism is also available on the Company's
website at www.elpro.co.in.
16. DETAILS OF BOARD MEETINGS
During the year under review, four (4) Board Meetings were held and the
details of the Board Meetings are provided in Clause No. 2(b) of the Corporate Governance
Report, which forms part of this Annual Report.
17. BOARD COMMITTEES
The Board currently has seven (7) committees viz., Audit Committee,
Nomination and Remuneration Committee, Stakeholders' Relationship Committee,
Corporate Social Responsibility Committee, Risk Management Committee, Investment Committee
and Executive Committee.
A detailed update on the committees, its composition, number of
Committee Meetings held and attendance of members at each meeting is provided in Clause
No. 3 of the Corporate Governance Report, which forms part of this Annual Report.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
18.1 Directors:
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Surbhit Dabriwala (DIN:
00083077), Director, retires by rotation at the ensuing Annual General Meeting (AGM) and
being, eligible, offers himself for re-appointment.
Necessary resolution for the re-appointment of Mr. Surbhit Dabriwala,
as a Director has been included in the Notice convening AGM and requisite details have
been provided in the explanatory statement to the Notice.
Ms. Shweta Kaushik (DIN: 08206597) who was appointed as an Independent
Director (Non-Executive) of the Company to hold office for a term of five consecutive
years, commencing from August 25, 2018 to August 24, 2023, ceases to hold office with
effect from close of business hours on August 24, 2023. The Board places on record its
appreciation for the invaluable contribution and guidance rendered by Ms. Shweta Kaushik
during her tenure as an Independent Director of the Company.
The Board of Directors, on the recommendation of Nomination and
Remuneration Committee, have considered and approved the appointment of Mrs. Shruti Bahety
(DIN: 05238795) as Additional Director (Non-Executive and Independent) of the Company with
effect from August 9, 2023 for a period of five years pursuant to Sections 149, 152 and
161 of the Companies Act, 2013, subject to the approval of the Members of the Company at
the ensuing AGM of the Company.
Brief resume and other particulars of Mrs. Shruti Bahety, as stipulated
under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General
Meetings (SS-2) issued by The Institute of Company Secretaries of India, are given in the
Notice of AGM, which forms part of this Annual Report.
The Members of the Company, through Postal Ballot Notice dated February
7, 2023, have approved the re-appointment of Mr. Deepak Kumar (DIN: 07512769) as Chairman
and Managing Director of the Company for a period of three years, commencing from November
12, 2022 till November 11,2025, as recommended and approved by the Nomination and
Remuneration Committee (NRC) and Board of Directors of the Company at their respective
Meetings held on October 18, 2022.
The Independent Directors of the Company have given the declaration to
the Company that they meet the criteria of independence as required under Section 149(6)
of the Companies Act, 2013 and Listing Regulations.
18.2 Key Managerial Personnel:
In terms of provisions of Sections 2(51) and 203 of the Companies Act,
2013, the following are the Key Managerial Personnel of the Company, during the year under
review:
- Mr. Deepak Kumar, Chairman and Managing Director;
- Mr. Sambhaw Kumar Jain, Chief Financial Officer (upto close of
business hours of June 30, 2022);
- Mr. Deepak Kumar Ajmera, Chief Financial Officer (with effect from
July 1, 2022);
- Ms. Binal Khosla, Company Secretary & Compliance Officer (upto
close of business hours of October 19, 2022);
- Mr. Rushabh Ajmera, Company Secretary & Compliance Officer (with
effect from February 7, 2023).
The Board places on record its appreciation for Mr. Sambhaw Kumar Jain
and Ms. Binal Khosla for their valuable contribution during their tenure as Chief
Financial Officer and Company Secretary & Compliance Officer of the Company.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors of the Company, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards read with requirements set out under Schedule III of the Act, have
been followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them
consistently and made judgements 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 that period;
(c) they 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) they have prepared the annual accounts on a going
concern' basis;
(e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
20. BOARD EVALUATION
The details of evaluation of Directors, Committees and Board as a whole
are given in Clause No. 3(b) of the Corporate Governance Report, which forms part of this
Annual Report.
21. ANNUAL RETURN
Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013, a
copy of the Annual Return of the Company for the Financial Year ended on March 31,2023 is
uploaded on the website of the Company at www.elpro.co.in
22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013, are given in Note No. 8 & 17 of
the Notes to the Standalone Financial Statements, which forms part of this Annual Report.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo, as stipulated under Section 134(3) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is appended as "Annexure
V".
24. AUDITORS AND AUDIT REPORTS
24.1 Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and rules made there under, the Members of the Company at the Fifty-Sixth (56th)
Annual General Meeting (AGM) of the Company held on September 27, 2019 had appointed M/s.
VSS & Associates, Chartered Accountants (Firm Registration No.: 105787W) as Statutory
Auditors of the Company for a period of five (5) years to hold office from the conclusion
of 56th AGM held in the Financial Year 2019-20 till the conclusion of the
Sixty-First (61st) AGM to be held in the Financial Year 2024-25.
There are no qualifications, reservations or adverse remarks made by
the Statutory Auditors' in their Audit Report for the Financial Year 2022-23.
24.2 Internal Auditors:
The Company has appointed Internal Auditors. The scope and authority of
the Internal Auditors is as per the terms of reference approved by the Audit Committee. To
maintain its objectivity and independence, the Internal Auditors reports to the Chairman
of the Audit Committee of the Company.
The Internal Auditor monitors and evaluates the efficiency and adequacy
of Internal Control System in the Company, its compliance with operating systems
accounting procedures and policies of the Company.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. issued by the
regulatory bodies.
24.3 Secretarial Auditors and Secretarial Audit Report:
In terms of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s.
Jayshree A. Lalpuria & Co., Practicing Company Secretaries, have been appointed as
Secretarial Auditors of the Company to carry out Secretarial Audit for the Financial Year
2022-23. The Secretarial Audit Report for the Financial Year 2022-23 is appended as "Annexure
VI".
There are no qualifications, reservations or adverse remarks made by
the Secretarial Auditors' in their Audit Report for the Financial Year 2022-23.
25. RISK MANAGEMENT
The Company has adopted a Risk Management Policy which is reviewed on a
periodic basis in order to recognize, assess and reduce exposure to risks wherever
possible, identify steps to mitigate risks and to identify risk owners for all types of
risks.
The Company's Risk Management Policy is based on the philosophy of
achieving substantial growth, while mitigating and managing risks involved. The
Company's internal control systems with reference to the financial statements are
adequate and commensurate with the nature of its business and the size and complexity of
its operations. Periodic audits and checks are conducted and the controls to prevent,
detect and correct any irregularities in the operations have been laid down by the
Company.
The details relating to the composition, powers, roles, terms of
reference, number of meetings held, attendance at the meetings etc. of Risk Management
Committee are given in detail in the Corporate Governance Report, which forms part of this
Annual Report.
26. INTERNAL FINANCIAL CONTROL
As per explanation to Section 134 of the Companies Act, 2013, the
Internal Financial Control (IFC) are reviewed by your management and key areas are subject
to various statutory, internal and operational audits. The review of the IFC, inter alia,
consists of the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and timely preparation of
reliable financial disclosures.
27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of operations.
28. COST RECORDS
The Company is not required to maintain Cost Records as specified by
the Central Government under Section 148 of the Companies Act, 2013.
29. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has constituted an Internal Complaints Committee for
providing a redressal mechanism pertaining to sexual harassment of women employees at
workplace. No complaints were received during the year under review.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
There have been no significant and material orders passed by the
regulators, courts and tribunals impacting the going concern status and the Company's
operations.
31. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONGWITH THE REASONS THEREOF
During the year under review, there was no instance of one-time
settlement with banks or financial institutions.
32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE Financial Year
During the year under review, no application has been made under the
Insolvency and Bankruptcy Code and hence the requirement to disclose the said details are
not applicable.
33. REPORTING OF FRAUDS
During the year under review, the Auditors have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Companies Act, 2013.
34. PARTICULARS OF EMPLOYEES:
The information in terms of provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as"Annexure VII".
35. CHAIRMAN & MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER
CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has obtained Compliance
Certificate from Chairman and Managing Director & Chief Financial Officer of the
Company.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable secretarial standards
issued by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.
37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF COMPANIES ACT, 2013
During the Financial Year, the company has entered into related party
transactions which were on arm's length basis and in ordinary course of business.
There were no material transactions with any related party as referred in sub- section (1)
of Section 188 of the Companies Act, 2013, read with the Companies (Meetings & Board
and its Powers) Rules, 2014.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the
Company's website at www.elpro.co.in
38. ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation to the
Shareholders, Customers, Vendors, Bankers, Financial Institutions, Government Authorities
and various such other Stakeholders for their continued co-operation and support. The
Board also wishes to record its sincere appreciation for the significant contributions
made by employees at all levels for their competence, dedication and contribution towards
the operations of the Company.
|
For and on behalf of the Board of Director |
|
Elpro International Limited |
|
Deepak Kumar Chairman and Managing Director |
Mumbai, August 9, 2023 |
DIN: 07512769 |
|