To
The Members,
Eldeco Housing and Industries Limited
The Board is pleased to present the 38th Annual Report of Eldeco
Housing and Industries Limited ("the Company") on the business and
operations of your Company together with the Audited Financial Statements (Standalone
& Consolidated) for the financial year ended March 31, 2023.
FINANCIAL RESULTS
The Company's performance during the financial year ended March 31,
2023 as compared to the previous financial year ended March 31, 2022 is summarized below:
(Amount in Lakhs)
Particulars |
Standalone |
|
Consolidated |
1 |
March 31,2023 |
March 31, 2022 |
March
31,2023 |
March 31, 2022 |
Revenue from Operations |
10,492.44 |
9,971.13 |
12,914.11 |
12,687.59 |
Other Income |
849.95 |
809.90 |
1,150.62 |
1,029.45 |
Total Income |
11,342.39 |
10,781.03 |
14,064.73 |
13,717.03 |
Expenses |
Cost of material consumed,
construction and other related project cost |
8,534.92 |
5,137.54 |
11,054.98 |
7,273.40 |
Changes in inventories of
finished goods, project in progress |
(4,317.39) |
(1,998.23) |
(5,487.81) |
(2,403.75) |
Employee benefit Expenses |
772.29 |
578.00 |
772.29 |
578.00 |
Finance cost |
150.13 |
95.04 |
166.40 |
101.69 |
Depreciation and amortization
Expenses |
67.03 |
66.06 |
67.93 |
67.24 |
Other expenses |
1,284.12 |
1,120.43 |
1,458.33 |
1,274.72 |
Total Expenses |
6,491.10 |
4,998.55 |
8,032.11 |
6,891.29 |
Profit before Tax |
4,851.30 |
5,782.48 |
6,032.62 |
6,825.75 |
Tax Expenses: |
Current Tax |
1,266.35 |
1,464.48 |
1,569.25 |
1,737.44 |
Deferred Tax |
24.31 |
25.32 |
27.29 |
32.45 |
Earlier year Taxes |
- |
- |
(0.54) |
(24.08) |
Total Tax Expenses |
1,290.66 |
1,489.80 |
1,596.01 |
1,745.81 |
Profit after Tax |
3,560.63 |
4,292.68 |
4,436.62 |
5,079.94 |
Total comprehensive income
for the year |
3,565.32 |
4,292.88 |
4,441.31 |
5,083.79 |
FINANCIAL PERFORMANCE
During the year under review, your Company's consolidated revenue stood
at R 14,064.73 Lakhs including other income of R 1,150.62 Lakhs as compared to total
revenue of R 13,717.03 Lakhs including other income of R 1,029.45 Lakhs during the
previous financial year ended March 31, 2022. As at March 31, 2023, profit after-tax stood
at R 4,436.62 Lakhs as compared to the previous financial year ending March 31, 2022,
profit after tax at R5,079.94 Lakhs.
Further on standalone basis, the total revenue stood at R 11,342.39
Lakhs including other income of R 849.95 Lakhs as compared to total revenue of R 10,781.03
Lakhs including other income of R 809.90 Lakhs during the previous financial year ended
March 31, 2022. As at March 31,2023, profit after tax stood at R 3,560.63 Lakhs as
compared to the profit of previous financial year ended March 31,2022 amounting to R
4,292.68 Lakhs.
The operational performance of the Company has been comprehensively
covered in the Management Discussion and Analysis Report.
DIVIDEND
Based on the Company's performance, the Board of Directors at their
meeting held on May 15, 2023 have recommended final dividend at the rate of R 8/- (@ 400%)
per equity share of the face value of R 2/- each fully paid up for the financial year
ended March 31, 2023. 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 Friday, September 22, 2023 will be paid to those Members whose names
appear in the Register of Members as on the Record date i.e. Friday, September 15,2023 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, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the Final
Dividend after deduction of tax at source at prescribed rates as per the 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 shareholders 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, Skyline
Financial Services Private Limited along ("RTA") 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 an 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.
Corporate Overview
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 deli
durations in the Board and Committee Meetings are enriched by such diversity and
complementarities. The Board Evaluation Policy is available on the Company's website at https://www.eldecogroup.com/investor/eldeco-
housing-industries-ltd/corporate-governance/policies
MATERIAL CHANGES AND COMMITMENT
During the year under review, following material change took place:
1) 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
Securities |
Symbol |
Series |
No. of Securities |
Equity shares of R 2/- each
fully paid up |
ELDEHSG |
EQ |
98,33,000 |
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.
Except as disclosed elsewhere in this report, there are 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 this report.
INVESTOR EDUCATION AND PROTECTION FUND AND UNPAID/UNCLAIMED DIVIDEND
Pursuant to the provisions of Section 124 of the Act read with the
Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules") and relevant circulars and amendments, 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 shareholders for 7 consecutive years or
more are required to be transferred to the Investor Education Protection Fund
("IEPF") in accordance with the procedure prescribed in the IEPF Rules.
Accordingly, during the Financial Year2022-2023, the Company has transferred to IEPF the
unclaimed and unpaid dividend pertaining to FY 2014-15 of R 1,60,324/- (Rupees One Lakh
Sixty Thousand Three Hundred and Twenty Four). Further 3000 (Three Thousand) equity shares
of R 2/- each were transferred to IEPF as dividend in respect of those shares had not been
claimed by the shareholders for 7 consecutive years. The details of the shares so
transferred are available on the website of the Company atwww.eldecogroup.com .
The Company has also transferred to IEPF the unclaimed and unpaid
dividend pertaining to FY 2015-16 of R 6,01,430/- (Rupees Six Lakhs One Thousand Four
Hundred and Thirty). Further 4630 (Four Thousand Six Hundred and Thirty) equity shares of
R 2/- each were transferred to IEPF as dividend in respect of those shares had not been
claimed by the shareholders for 7 consecutive years.
Any Member whose dividend entitlements and/or shares are transferred to
IEPF can claim their dividends/shares by making an online application in Form EPF-5
available on www.iepf.gov.in .
Details of the Nodal Officer for the purpose of coordinating with IEPF
Authority
Name |
: Ms. Chandni Vij, Company
Secretary |
Email |
: chandn if fielded co
housing.co.in |
Contact No. |
:0522-4039999 |
Schedule for transfer of unclaimed dividends to the IEPF:
Financial Year ended |
Rate |
Date of Declaration |
Last Date for Claiming |
Last Date for Transfer to
IEPF |
31.03.2017(lnterirn) |
125% |
14.02.2017 |
23.03.2024 |
22.04.2024 |
31.03.201S (Final) |
125% |
2S.09.201S |
04.11.2025 |
04.12.2025 |
31.03.2019 (Final) |
175% |
27.09.2019 |
03,11.2026 |
03,12.2026 |
31.03.2020 (Interim) |
175% |
03,03,2020 |
03,04.2027 |
03,05,2027 |
31.03.2021 (Final) |
400% |
22.09.2021 |
2S.10.202S |
2S.11.202S |
31.03.2022 (Final) |
400% |
28.09.2022 |
31.10.2029 |
30.11.2029 |
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-and-undaimed-dividend
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
yea r 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 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
DISCLOSURES U/S 197(12) OF THE COMPANIES ACT, 2013
S. No. Particulars |
Responses |
1. The ratio/percentage of the
remuneration of each Director to the median remuneration of the employees of the Company
for the financial year. |
27.25% |
2. The percentage increase in
remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year: |
|
a) Mr. Pankaj Bajaj (Chairman cum
Managing Director) |
16.67% |
b) Mr. Kapil Saluja (Chief
Financial Officer) |
45.66% |
o) Ms. Chandni Vij (Company
Secretary) |
34.24% |
3. The percentage increase in
the median remuneration of employees in the financial year. |
16.96% |
4. The number of permanent
employees on the rolls of Company. |
50 |
5. Average percentile increase
already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration. |
|
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 am to
01:00 p.m.) on any working day of the Company up to 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 2022-23, there was no change in the
Authorized, Issued, Subscribed and Paid-up share capital of the Company. As on March
31,2023, the Company is having Authorized Share Capital of R 45,55,00,000/- divided into
14,02,50,000 Equity Shares of R 2/- each and 1,75,00,000 Preference shares of R 10/- each.
The Issued, Subscribed and Paid-Up Equity Share Capital of the Company as on March 31,
2023 is R 1,96,66,000/- divided into 98,33,000 Equity Shares of R 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, 2023, 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, the 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
There was no change in the composition of Board of Directors and the
Key Managerial Personnel during the year under review.
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 profile and other information of the Director seeking
reappointment 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 there under and
Regulation 16(l)(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.
Corporate Overview
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. 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(5) of the Act, the Board of Directors, to the
best of their knowledge and belief confirm that:
a. In the preparation of the Annual Accounts for the financial year
ended March 31, 2023, the applicable accounting standards have been followed along with
proper explanation relating to material departures, wherever applicable;
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 Fairview of the state of affairs of the Company as at March 31, 2023 and
of the profits of the Company for the year ended on that date;
c. The Directors have 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 Seventh (37th) AGM of the Company
held on September 28, 2022 approved 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
theyear2027.
The Report given by M/s Doogar & Associates, Chartered Accountants
on the financial statements of the Company of Report. The Auditors' Report does not
contain any qualification, reservation or adverse remark. The Notes on the Financial
Statements and observations of the Auditors in their Report on the Accounts of the Company
are self-explanatory and therefore do not call for any further comments.
b) Secretarial Auditors
M/s R. K. Tandon & Associates, Practicing Company Secretaries and
Corporate Consultants represented by Mr. R.K. Tandon (Membership No. F672; CP No. 3556)
have carried out secretarial audit forthe financial yea r2022-2023. The Board of Directors
at their meeting held on May 15, 2023 have re-appointed M/s R. K. Tandon & Associates,
Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon
(Membership No. F672; CP No. 3556) as the Secretarial Auditors of the Company for the
Financial Year 2023-2024.
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 2022-23 carried out by M/s R. K. Tandon & Associates,
Practicing Company Secretaries and Corporate Consultants represented by Mr. R.K. Tandon
(Membership No. FCS F672; CP No. 3556), in Form MR-3 forms part to this report as
"Annexure-B". Also, the Secretarial Audit Report for FY 2022-2023 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 F672; CP No. 3556) 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 2022-2023. The Board of Directors at their meeting
held on May 15, 2023 have re-appointed M/s Seth & Associates, Chartered Accountants,
Lucknow as the Internal Auditors of the Company for the Financial Year 2023-2024.
The Internal Audit Reports were placed before the Audit Committee and
the Board of Directors at periodic intervals.
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 subsection (1) of Section 148 of the Act for the financial
year ended March 31, 2023.
Pursuant to Section 148 of the Act, the Board of Directors of the
Company has in its Meeting held on August 3, 2023 and based on the recommendation of the
Audit Committee, re-appointed M/s Paliwal & Associates (FRN: 0000368) as Cost Auditors
of the Company for the financial year 2023-24 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, 2023 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
And it Committee under Section 143(12) of the Act.
SUBSIDIARY COMPANIES
As on March 31, 2023, the Company has 40 wholly owned subsidiaries and
there has been no material change in the nature of the business of the subsidiaries.
The following wholly owned Subsidiaries were incorporated during the
year 2022-2023:
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 Build tech Private Limited- Incorporated w.e.f. July
13,2022.
During the year 2022-2023, Villa Constructions Private Limited, a
subsidiary Company of the Company ceased to be a subsidiary with effect from September
22,2022.
Omni Farms Private Limited, a wholly owned subsidiary of the Company is
a material subsidiary of the Company under Regulation 16(l)(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-
Itd/corporate-governance/policies.
Pursuant to the provisions of Section 129(3) of the Act, a separate
statement containing the salient features of financial statements of the subsidiaries in
Form No. AOC-1 is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the
standalone and consolidated financial statements of the Company and separate audited
financial statements in respect of the subsidiaries are available on the website of the
Company at https://www.eldecogroup.com/investor/eldeco-housing-
industries-ltd/investor-relations/financial-information/ subsidiary-financials/
The Company shall make available the Annual Accounts and other related
detailed information of the subsidiaries to any member of the Company who may be
interested in obtaining the same. The Annual Accounts of the Subsidiaries 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. Deep jyoti 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. 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, 2023, in
accordance with the requirements of
Corporate Overview
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 2022-2023, 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 required under Regulation 34 read with
Schedule V to the SEBI Listing Regulations, has been separately furnished in the Annual
Report and forms a 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
the Securities and Exchange Board of ndia. The Corporate Governance Report as stipulated
under the SEBI Listing Regulations forms a part of this Annual Report. The Certificate
from the Practicing 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.
DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS
OR COURTS OR TRIBUNALS
No significant and material orders have been passed by any Regulator or
Court or Tribunal which can have an impact on the going concern status and the Company's
operations in future.
There were no proceedings initiated/pending against the Company under
the Insolvency and Bankruptcy Code, 2016 during the financial year under review.
INTERNAL FINANCIAL CONTROLS
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(6) of the 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 of 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 always believed in providing a safe and harassment free
workplace for every individual working in its premises through various policies and
practices. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment. 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 2022-2023.
Number of complaints filed
during the financial year |
NIL |
Number of complaints disposed
of during the financial year |
NIL |
Number of complaints pending
as on end of the financial year |
NIL |
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 asunder:
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 optimising 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 0utgo 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 2023-2024.
T/ie 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, 2023
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 Five (5)
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 13, 2023, the Independent Directors held a
separate meeting in compliance with the requirements of Schedule IV of the Act, and the
provisions of the SEB 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
The details pertaining to composition, terms of reference, number of
meetings held and attendance thereat for respective Committees have been enumerated in the
Corporate Governance Report forming 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 Corporate
Governance Report, which forms a part of this Annual report. The recommendations made by
the Audit Committee were accepted by th e Boa rd of D i recto rs d u ri n g th e yea r.
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. 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
Corporate Overview
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 2022-2023 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, particulars of
loans, guarantees and investments made by the Company have been disclosed 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.
Forand on behalf of the Board Eldeco Housing and Industries Limited
Date: August 3, 2023 Place: New Delhi
Pankaj Bajaj
Chairman cum Managing Director DIN:00024735
"Annexure-B"
SECRETARIAL AUDIT REPORT OF ELDECO HOUSING AND INDUSTRIES LIMITED
Form No. MR-3
Secretarial Audit Report
Forthe financial yearended March 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Eldeco Housing and Industries Limited
Eldeco Corporate Chamber-1, 2nd Floor,
Vibhuti Khand (Opp. Mandi Parishad),
Gomti Nagar, Lucknow-226010
CIN NO: L45202UP1985PLC099376 AUTHORISED CAPITAL: R
45,55,00,000/
PAID UP-CAPITAL: R 1,96,66,000/-
We, M/s R KTandon & Associates have conducted the
Secretarial Audit from 4th to 10th day of May, 2023 of the
compliance of applicable statutory provisions and the adherence to good corporate
practices by Eldeco Housing and Industries Limited (hereinafter called the "Company")
and for issuing this Report. Secretarial Audit was conducted in a manner that provided
us a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also information
provided by the Company, its officers, agents and authorized representatives during the
conduct of Secretarial Audit, we hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on 31st March, 2023,
complied with the statutory provisions listed hereunder and also that the Company has
proper Board processes and compliance mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by Eldeco Housing and Industries Limited for the
financial year ended on 31st March, 2023 according to the provisions of:
(1) The Companies Act, 2013 ("the Act") and the Rules made
hereunder to the extent applicable and where applicable with regard to:
(a) Maintenance of various statutory registers and documents and making
necessary entries therein;
(b) Forms, returns, documents and resolutions required to be filed with
the Registrar of Companies, Stock Exchange, EPF or other authorities;
(c) Notice of Board and various Committee meetings of Directors;
(d) Meetings of Board of Directors and all the Committees of Board of
Directors and passing of circular resolutions;
(e) Notice dated August 24, 2022 for convening of Annual General
Meeting which was held on September 28,2022;
(f) Minutes of the proceedings of the Board Meetings, Committee
Meetings and General Meetings;
(g) Constitution of the Board of Directors, Committees of Directors and
appointment, retirement and reappointment of Directors including Managing Directors and
Executive Directors;
(h) Appointment and remuneration of Statutory & Internal Auditors;
(i) Declaration and payment of dividend;
(j) Transfer of amounts as required under the Act to the investor
Education and Protection Fund;
(k) Report of the Board of Directors;
(l) Compliance with the applicable clauses of the Secretarial Standards
issued by the Institute of the Company Secretaries of India;
(m) CSR Committee constituted and functioning in accordance with the
Section 135 of the Act;
(n) No further Capital was issued during the F.Y. 2022-23;
(o) Generally, all other applicable provisions of the Act and the Rules
there under.
(2) The Securities Contracts (Regulation) Act, 1956 ("SCRA")
and the Rules made there under.
(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed
there under.
(4) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ("SEBI
Act"):
The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011;
The Securities and Exchange Board of India (Prohibition of
insider Trading) Regulations, 2015;
The Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015;
The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
The Securities and Exchange Board of India (Registrars to an
Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing
with client.
(5) Other Applicable Acts:
National Building Code of India, 2005 & Local Building Bye
Laws.
The Payment of Wages Act, 1936 and Rules made thereunder.
The Minimum Wages Act, 1948 and Rules made thereunder.
The Employees' State Insurance Act, 1948 and Rules made
thereunder.
The Employees' Provident Fund and Miscellaneous Provisions Act,
1952 and Rules made there under.
The Payment of Bonus Act, 1965 and Rules made thereunder.
The Payment of Gratuity Act, 1972 and Rules made thereunder.
The Water (Prevention & Control of Pollution) Act, 1974 read
with The Water (Prevention & Control of Pollution) Rules, 1975.
The Transfer of Property Act, 1882.
The Right to Fair Compensation and Transparency in Land
Acquisition, Rehabilitation & Resettlement Act, 2013.
The Indian Contract Act, 1872.
The U.P Zamindari Abolition and Land Reform Act, 1950.
The Works of Defence Act, 1903.
The National Highways Authority of India (Amendment) Act, 2013.
The Forest (Conservation) Act, 1980.
The Registration Act, 1908.
The Indian Stamp Act, 1899.
The Building & Other Construction Workers' (Regulation of
Employment and Conditions of Service) Act, 1996 & Rules, 1998.
The Building & Other Construction Workers' Welfare Cess Act,
1996.
The Shops & Establishment Act, 1954.
The Contract Labour (Regulation & Abolition) Act, 1970.
The Environment (Protection) Act, 1986.
The U. P. Apartment (Promotion of Construction, Ownership and
Maintenance) Act, 2010.
The Consumer Protection Act, 2019.
The Right to Information Act, 2005.
The Competition Act, 2002.
The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013.
The Maternity Benefit Act, 1961.
The Air (Prevention & Control of Pollution) Act, 1981
Corporate Overview
We have also examined compliance with the applicable clauses of the
following:
The Secretarial Standards issued by The Institute of Company
Secretaries of India.
The Listing Agreements entered into by the Company with the
Stock Exchanges.
COMPLIANCE OF COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES,
2014:
The CSR obligation of the Company (2% of the average net profit of the
last three years of the Company) for the financial year 2022-23 is amounting to R
1,06,73,909/-. Out of which, the Company had spent R 47,00,000/- towards one time CSR
projects and R 10,00,000/- in releasing the first trance of the ongoing CSR projects as
identified by the Company as per its Corporate Social Responsibility Policy. The remaining
unspent amount of R 49,73,909/- which has been allocated to various ongoing projects has
been transferred to the 'Unspent Corporate Social Responsibility Account' maintained with
Punjab National Bank pursuant to Section 135 (6) of the Companies Act, 2013 and shall be
spent according to the various MOU's entered for the ongoing CSR projects and as per the
applicable law.
COMPLIANCE UNDER REAL ESTATES (REGULATION AND DEVELOPMENT) ACT, 2016:
The Company has made compliances of RERA Rules and has registered all
its ongoing projects.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.
We further report that the Board of the Company is duly constituted
with proper balance of Executive Directors & Non Executive Directors and Independent
Directors. No changes occurred during the financial year in the composition of the Board
of Directors.
Adequate notice is given to all Directors to conduct the Board/ General
Meetings as per requirement of Secretarial Standards of the Institute of Company
Secretaries of India. Agenda and detailed Notes on Agenda were sent in accordance of Law.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further confirm that the Company is maintaining all records as
required under the aforementioned laws.
For R K Tandon & Associates
Date: May 11,2023 (RK Tandon)
Place: Lucknow Partner
M. No. FCS672 CP No. 3556 UDIN: F000672E000290159
Annexure I
To,
The Members,
Eldeco Housing and Industries Limited
Eldeco Corporate Chamber-1, 2nd Floor,
Vibhuti Khand (Opp. Mandi Parishad),
Gomti Nagar, Lucknow-226010
We are pleased to inform that we have conducted the Secretarial Audit
of Eldeco Housing and Industries Limited' for the
Financial Year 2022-23 which was incorporated on March 6, 1985, and
registered under the Companies Act, 1956. In our opinion,
Eldeco Housing and Industries Limited' has duly complied
with the provisions of the applicable laws as and when required. The
records were found to be properly maintained and preserved.
We further declare the following:-
1. Maintenance of the Secretarial records is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance a bout the correctness of the contents of the
secretarial and other records.
3. Wherever required, we have obtained information, documents and
management views with regard to compliance of various laws applicable on the Company and
consequential laws thereof, the explanations and views of Management prima facie
confirm compliances.
4. In preparation of the report, we have relied on documents presented
before us, disclosures made to us and certificates rendered to us during the conduct of
audit.
For Con behalf of R KTandon & Associates
Date: May 11, 2023 (R K Tandon)
Place: Lucknow Partner
Company Secretary in Practice Membership No. F672 CP No. 3556 UDIN:
F000672E000290159
"Annexure-C"
SECRETARIAL AUDIT REPORT OF OMNI FARMS PRIVATE LIMITED
(Material Unlisted Subsidiary of the Company)
Form No. MR-3
Secretarial Audit Report
Forthe financial yearended March 31, 2023
(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
Rules, 2014)
To,
The Members,
Omni Farms Private Limited
Eldeco Corporate Chamber-1, 2nd Floor,
Vibhuti Khand (Opp. Mandi Parishad),
Gomti Nagar, Lucknow-226010
CIN NO: U74899UP1989PTC133018 5.
AUTHORISED CAPITAL: R 5,00,000/
PAID UP-CAPITAL: R 5,00,000/
We, M/s R KTandon & Associates have conducted the
Secretarial Audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by Omni Farms Private Limited (hereinafter called the "Company").
Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also information
provided by the Company, its officers, agents and authorized representatives during the
conduct of Secretarial Audit, we hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on 31st March, 2023,
complied with the statutory provisions listed hereunder and also that the Company has
proper Board processes and compliance mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by Omni Farms Private Limited for the financial
year ended on 31st March, 2023 according to the provisions of:
(1) The Companies Act, 2013 ("the Act") and the Rules
made thereunder.
(2) The Securities Contracts (Regulation) Act, 1956 ("SCRA")
and the Rules made thereunder.
(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder.
(4) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ("SEBI Act"):
The Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015;
The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011.
of the Companies (Appointment and Remuneration Personnel)
¦ The Securities and Exchange Board of India (Prohibition of
insider Trading) Regulations, 1992.
¦ The Securities and Exchange Board of India (Registrars to an
Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing
with client.
OTHER APPLICABLE ACTS:
National Building Code of India, 2005 & Local Building Bye
Laws.
The Payment of Wages Act, 1936 and Rules made thereunder.
The Minimum Wages Act, 1948 and Rules made thereunder.
The Employees' State Insurance Act, 1948 and Rules made
thereunder.
The Employees' Provident Fund and Miscellaneous Provisions Act,
1952 and Rules made thereunder.
The Payment of Bonus Act, 1965 and Rules made thereunder.
The Payment of Gratuity Act, 1972 and Rules made thereunder.
The Water (Prevention & Control of Pollution) Act, 1974 read
with The Water (Prevention & Control of Pollution) Rules, 1975
The Transfer of Property Act, 1882
The Right to fair Compensation and Transparency in Land
Acquisition, Rehabilitation & Resettlement Act, 2013
The Indian Contract Act, 1872
The U.P.Zamindari Abolition Land Reform Act, 1950
The Works of Defence Act, 1903
The National Highways Authority of India (Amendment) Act, 2013
The Forest Conservation Act, 1980
The Registration Act, 1908
The Indian Stamp Act, 1899
The Building & Other Construction Workers' (Regulation of
Employment & Conditions of Since)Act, 1996 & Rules, 1998
The Building & Other Construction Workers' Welfare Cess Act,
1996
The Shops & Establishment Act, 1954
The Contract Labour (Regulation & Abolition) Act, 1970
The Environment Protection Act, 1986
The U. P. Apartment (Promotion of Construction, Ownership and
Maintenance) Act, 2010
Consumer Protection Act, 1986
The Right to Information Act, 2005
The Competition Act, 2002
The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
The Maternity Benefit Act, 1961
The Air (Prevention & Control of Pollution) Act, 1981
We have also examined compliance with the applicable clauses of the
following:
Secretarial Standards issued by The Institute of Company
Secretaries of India.
COMPLIANCE OF COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES,
2014:
The CSR obligation of the Company (2% of the average net profit of the
last three years of the Company) for the financial year 2022-23 is amounting to P
22,29,812/-. Out of which, the Company had spent P 3,00,000/- in releasing the first
tranche of the ongoing CSR projects as identified by the Company as per its Corporate
Social Responsibility Policy. The remaining unspent amount of P 19,29,812/- which has been
allocated to various ongoing CSR projects has been transferred to the 'Unspent Corporate
Social Responsibility Account' maintained with Punjab National Bank pursuantto Section
135(6) of the Companies Act, 2013 and shall be spent according to the various MOU's
entered for the ongoing CSR projects and as per the applicable law.
COMPLIANCE UNDER REAL ESTATES (REGULATION AND DEVELOPMENT) ACT, 2016:
The Company has made compliances of RERA Rules and has registered all
its ongoing projects.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.
We further report that the Board of the Company is duly constituted
as per the provisions of the Companies Act, 2013. The changes in the composition of the
Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Companies Act, 2013.
Adequate notice is given to all Directors to conduct the Board/ General
Meetings as per requirement of Secretarial Standards of the Institute of Company
Secretaries of India. Agenda and detailed Notes on Agenda were sent in accordance of Law.
We further report that the rear adequate systems a n d processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further confirm that the Company is maintaining all records as
required under the aforementioned laws.
|
For R K Tandon &
Associates |
Date: May 11,2023 |
(R KTandon) |
Place: Lucknow |
Partner |
|
M. No. FCS672 |
|
CP No. 3556 |
|
UDIN: F000672E000290335 |
Annexure I
To,
The Members,
Omni Farms Private Limited
Eldeco Corporate Chamber-1, 2nd Floor,
Vibhuti Khand (Opp. Mandi Parishad),
Gomti Nagar, Lucknow-226010
We are pleased to inform that we have conducted the Secretarial Audit
of Omni Farms Private Limited' for the Financial Year 2022-23 which was
incorporated on 16.02.1989 and registered under the Companies Act, 1956. In our opinion,
Omni Farms Private Limited' has duly complied with the provisions of the
applicable laws as and when required. The records were found to be properly maintained and
preserved.
We further declare the following -
1. Maintenance of the Secretarial records is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance a bout the correctness of the contents of the
secretarial and other records.
3. Wherever required, we have obtained information, documents and
management views with regard to compliance of various laws applicable on the Company and
consequential laws thereof, the explanations and views of Management prima facie confirm
compliances.
4. In preparation of the report, we have relied on documents presented
before us, disclosures made to us and certificates rendered to us during the conduct of
audit.
For Con behalf of R K Tandon & Associates
Date: May 11,2023 Place: Lucknow
(R K Tandon)
Partner
Company Secretary in Practice Membership No. F672 CP No. 3556 UDIN:
F000672E000290335
"Annexure-D"
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Brief outline on CSR Policy of the Company: A brief outline of
the Company's CSR policy, including overview of projects or programs proposed to be
undertaken is available at https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-
governance/policies
2. The Composition of the CSR Committee:
S. No. Name of Director |
Designation/Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. Mr. Anil Tewari |
Chairman |
4 |
4 |
2. Mr. Pankaj Bajaj |
Member |
4 |
4 |
3. Mr. Shrikant Jajodia |
Member |
4 |
4 |
3. Web-link where composition of CSR Committee, CSR Policy and CSR
Project approved by the Board are disclosed on website:
Composition of the CSR committee is shared above and is available on
the Company's website at: https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/corporate-governance/internal-committees
CSR Policy and CSR Projects are available at: https://www.eldecogroup.com/investor/eldeco-housing-industries-ltd/csr
4. Executive summary along with web-link of Impact Assessment of CSR
projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, if applicable: Not Applicable
5. (a) Average net profit of the Company as per Section 135(5): R
53,36,95,465/-
(b) Two percent of average net profit of the company as per Section
135(5): R 1,06,73,909/
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: N L
(d) Amount required to be set off for the financial year(if any): NIL
(e) Total CSR obligation for the financial year (5b+5c-5d): R
1,06,73,909/
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project): R 57,00,000/
(b) Amount spent in Administrative Overheads: NIL
(c) Amount spent on Impact Assessment, if applicable: NIL
(d) Total amount spent for the Financial Year [6(a)+6(b)+6(c)]: NIL
(e) CSR amount spent or unspent for the financial year: NIL
Total Amount |
|
Amount Unspent
(In Rs.) |
Spent for the
Financial Year (InRs.) |
Total amount
transferred to Unspent CSR Account as per Section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5) |
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
57,00,000 |
49,73,909 |
27.04.2023 |
- |
- |
- |
(f) Excess amount for set-off, if any: NIL
S. No. Particulars |
Amount (in f) |
(i) Two percent of average
net profit of the Company as per Section 135(5) |
- |
(ii) Total amount spent
for the Financial Year |
- |
(iii) Excess amount spent
for the financial year [(ii)-(i)] |
- |
(iv) Surplus arising out
of the CSR projects or programmes or activities of the previous financial years, if any |
- |
(v) Amount available for
set off in succeeding financial years [(iii)-(iv)] |
- |
7. (a) Details of Unspent CSR amount for the preceding three financial
years:
S. Preceding Amount transferred Amount spent Amount transferred to any
fund specified Amount remaining
No. Financial to Unspent CSR in the reporting under Schedule VII as per
section 135(6), to be spent in Year Account under Financial Year if any succeeding
Section 135 (6) (In f) (Inf) Name of Amount Date financial years
the Fund (inf) of transfer (|n ^
1. |
2021-2022 |
50,60,522 |
48,60,522 |
2,00,000 |
2. |
2020-2021 |
33,67,036 |
33,67,036 |
- - - |
8. Whether any capital asset have been created or acquired through CSR
spent in the financial year: No
9. Specify the reason(s), if the company has failed to spend two
percent of the average net profit as per section 135(5): Not Applicable
Anil Tewari |
Pankaj Bajaj |
independent Director |
Chairman cum Managing
Director |
Chairman of CSR Committee |
Member of CSR Committee |
DIN:02132374 |
DIN:00024735 |
|