Dear Members,
The Board presents the Thirty-fourth (34th) Annual Report together with the
Audited Financial Statement and the Auditor's Report for the Financial Year ended March
31, 2023.
FINANCIAL HIGHLIGHTS
The financial highlights are set out below:
Particulars |
Rs in Thousand |
|
2022-23 |
2021-22 |
Net Sales/ Income |
19 |
5491 |
Other Income |
548 |
1127 |
Total Income |
567 |
6618 |
Profit/Loss Before Depreciation and Tax |
(1237) |
(4203) |
Depreciation |
227 |
338 |
Profit/Loss before Tax |
(1464) |
(4540) |
Less : Provision for Tax |
(44) |
(44) |
Profit/Loss after Tax |
(1507) |
(4496) |
Add : Profit/ Loss brought forward |
(396) |
4091 |
Changes during the year |
- |
(3695) |
Profit/Loss Carried to Balance Sheet |
(1904) |
396 |
OUTLOOK
Power is among the most critical components of infrastructure, crucial for the economic
growth and welfare of nations. The existence and development of adequate power
infrastructure is essential for sustained growth of the Indian economy. The fundamental
principle of India's power industry has been to provide universal access to affordable
power in a sustainable way. The Ministry of Power has made significant efforts over the
past few years to turn the country from one with a power shortage to one with a surplus by
establishing a single national grid, fortifying the distribution network, and achieving
universal household electrification
Schemes such as Deen Dayal Upadhyay Gram Jyoti Yojana (DDUGJY) and Integrated Power
Development Scheme (IPDS) are expected to augment electrification across the country.
The Members may note that the Company is exploring to purchase the assets-gas based
power plant which is available for sale from the promoters of Group Company about 6.5 MW
gas based power plant located within the state of Tamil Nadu. The plant has capacity and
has proven record to generate 2.4 crore units of electricity per year. The plant will
provide the revenue to the Company to the tune of Rs. 12-15 crore per year.
As you are aware the company has undertaken the Operations & Maintenance activities
for the power plant, marketing and selling of power generated by power plant run by KGPL
and the Promoters are well versed in the operation and maintenance of the power plants.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with
respect to Directors' Responsibility Statement, your Directors confirm that they have:
a) followed in the preparation of the Annual Accounts, the applicable Accounting
Standards and given proper explanation relating to material departures ; if any
b) selected such Accounting Policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit and
Loss Account of the Company for that period;
c) taken proper and sufficient care for maintenance of adequate accounting records for
the year ended March 31, 2023 in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for the prevention and detection of Fraud
and other irregularities;
d) prepared the Annual Accounts on an ongoing basis;
e) laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and
f) Devised proper systems to ensure compliance with the provisions of all applicable
laws and that such system were adequate and operating effectively.
MANAGEMENT DISCUSSSION AND ANALYSIS
Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 - Management Discussions and Analysis is given separately in Annexure-
1 and forms part of this report.
BUSINESS RESPONSIBILTY REPORT
Business Responsibility Report is not applicable to our Company as it doesn't form part
of top 1000 companies based on market capitalisation.
STATEMENT PURSUANT TO LISTING AGREEMENTS
The Company's securities are listed with BSE Limited. The company confir ms that it has
paid the Annual Listing Fees for the year 2023-24 in time and there were no arrears.
CORPORATE GOVERNANCE
As per Regulation 15 (2) (a) of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 compliance of corporate governance is exempted for those listed entities
whose paid up share capital does not exceed Rupees ten crores and net worth does not
exceed Rupees twenty five crores as on the last day of the previous financial year.
Corporate Governance pursuant to Regulation 27 of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 is not applicable to your Company as the paid up
capital Rs. 3,81,61,000/- (Rupees Three Crores Eighty One Lakhs Sixty One Thousand Only)
and the Net worth is Rs. 4,13,40,000/- (Rupees Four Crores Thirteen Lakhs Forty Thousand
Only) as on the last day of the previous financial year i.e. March 31, 2023.
DIVIDEND
Considering financial performance and ensuring liquidity for operations for the
financial year 2022-23, the Directors have decided not to recommend any dividend to the
shareholders for the financial year 2022-23
BOARD MEETINGS
During the Financial Year, four meetings of the Board of Directors were held:
1. April 29, 2022
2. August 13, 2022
3. November 07, 2022
4. February 06, 2023
The intervening gap between the meetings was within the period as prescribed under the
Companies Act, 2013. All the directors attended all the meetings.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on date of this report, the Company has 4 directors of which 2 directors are
independent directors. One Managing Director and one Non-executive Director
Mr. S. A. Premkumar (DIN: 00342952), retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment. The Directors recommend
re-appointment of Mr. S. A. Premkumar as the Director on the Board.
Mr. Arun Adaikappan resigned from the position of Chief Financial officer with effect
from 25th November, 2022 and consequent upon of his resignation, Ms. M. Akalya was
appointed as Chief Financial Officer of the Company with effect from 6th February, 2023 as
per the provisions of Companies Act , 2013
Pursuant to the provisions of Section 203 of the Companies Act 2013, Mr. S. Elangovan,
Managing Director, Ms. M. Akalya, Chief Financial Officer and Mrs. Manali
Miteshbhai Doshi, Company Secretary of the Company are the Whole-Time Key Managerial
Personnel (KMP) of the Company as on date of this report.
INDEPENDENT DIRECTORS
In accordance with Section 149(7) of the Companies Act, 2013 each Independent Director
has confirmed to the Company that he / she meets the criteria of independence as laid down
in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social
Responsibility are not applicable to the Company.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no such material events subsequent to the date of financial statement.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has
appointed S. Ganesan, Practicing Company Secretary as Secretarial Auditor to conduct the
Secretarial Audit of the Company for the financial year ended 31st March, 2023.
The Company has received their written consent that the appointment is in accordance
with the applicable provisions of the Act and rules framed thereunder. The Secretarial
Auditors have confirmed they are not disqualified to be appointed as the Secretarial
Auditors of the Company for the year ending 31st March, 2023. The Secretarial Audit Report
is attached with this report as Annexure- 4.
The Secretarial Audit report for the financial year 31st March, 2023
contains observation and clarification by the Board is given as under:
Secretarial Auditors' Observation |
Management's Reply |
The Company had not maintained Structured Digital Database as required under
Regulation 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 as on 30th
June, 2022 and subsequently the Company complied with in the quarter ended 31st December,
2022 |
The Company has noted the non-compliance with regard to maintenance of Structured
Digital Database as required under Regulation 3(6) of SEBI (Prohibition of Insider
Trading) Regulations, 2015 as on 30th June, 2022 and complied the same by next
quarter |
STATUTORY AUDITORS
M/s. P. Pattabiramen & Co, Chartered Accountants, [Firm Registration No.002609S],
Chennai are the Statutory Auditor of the Company. The auditors have confirmed their
independence and eligibility under Section 141 of the Companies Act, 2013. The Report
given by M/s. P. Pattabiramen & Co on the financial statements of the company for the
financial year 2022-23 contains a qualified opinion and a Statement of Impact on Audit
Qualification has been submitted by the Company to the Stock Exchange.
The Audit Report given by M/s. P. Pattabiramen & Co on the financial results for
the quarter and year ended March 31, 2023 was approved by the Board of Directors in their
meeting held on 10th May, 2023 .
The Statutory Audit report for the financial year 31st March, 2023 contains
observation and clarification by the Board is given as under:
Auditors' Observation |
Management's Reply |
1. The standalone financial statements consists of a Rs.1,09,96,636/- under other
non-current assets- Electricty Subsidy. This electricity subsidy is receivable pending for
a long period. In the absence of adequate information with regard to their present status
we are unable to ascertain the recoverability of this balance. |
1. The Company is in the process of recovering the electricity subsidy amounting to
Rs.1,09,96,636/-. Hence the same is considered as recoverable. |
2. Balance confirmations for transactions with some of the Companies who are related
parties are to be obtained and reconciled. |
2. The Company could not obtain confirmation from its two related companies since the
same is under Corporate Insolvency Resolution Process (CIRP). The balance for one of the
related company is Nil and the balance for M/s.Kaveri Gas Power Private Limited is
Rs.56,48,139/-. Also, provision has been made for M/s. Kaveri Gas Power Private Limited
for the amount recoverable Rs. 38,53,590/- and provision is made for the investment made
in M/s. Kaveri Gas Power Private Limited amounting to Rs. 2,50,000/-in financials for the
year ended 31st March 2022. Any settlement of the above claim will not have any material
impact on the financial statements. |
INTERNAL AUDITOR
The Company has appointed qualified Chartered Accountants as the Internal Auditor of
the Company for the financial year 2023-24.
The Internal Auditors carry out audit as per the audit plan defined by the Audit
Committee and regularly updates the committee on their internal audit findings at the
Committee's meetings. The Internal Auditors were satisfied with the management response on
the observation and recommendations made by them during the course of their audit and have
expressed satisfaction with the internal systems, controls and process followed by the
Company.
COST AUDITOR
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records
and Audits) Rules, 2014, as amended from time to time the business activities of the
company do not fall under the scope of mandatory cost audit.
AUDIT COMMITTEE
The Audit Committee consists of three Directors, Viz. Mr. S. A. Premkumar, Dr. M.
Ramasamy and Ms. Preethi Natarajan. During the year, four meetings of the Audit Committee
were held:
1. April 29, 2022
2. August 13, 2022
3. November 07, 2022
4. February 06, 2023
All the above three Directors attended the above four meetings. All the recommendations
made by the Audit Committee were accepted by the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee has been empowered and authorized to exercise
powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The
Nomination and Remuneration Committee comprises of three directors namely, Mr. S. A.
Premkumar and Dr. M. Ramasamy. The Committee met three times during the year viz: 29th
April, 2022 7th November, 2022 and 6th February, 2023 for
consideration, approval and acceptance of resignation/appointment of CFO, Company
Secretary etc. The above two Directors attended all the meetings of the Nomination and
Remuneration Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The committee is constituted in line with the provisions Section 178 of the Companies
Act, 2013 to consider and resolve the grievances of security holders; and consider and
approve issue of share certificates, transfer and transmission of securities, etc. Mr. S.
A. Premkumar and Mr. S. Elangovan form part of the Stakeholder Relationship Committee.
During the year, meeting was held on 21st April, 2022, 23rd May,
2022 9th August, 2022 16th December, 2022 and 2nd March,
2023. Both the Members were present in all the meetings.
DIRECTORS/ KMP REMUNERATION
The Managing Director and Executive Director do not draw any salary from the company.
It is hereby affirmed that the remuneration of Directors and Key Managerial Personnel are
as per the Remuneration Policy of the Company.
Independent Non-Executive Directors are appointed for their professional expertise in
their individual capacity.
RELATED PARTY TRANSACTIONS
All the transactions with the related parties were entered into by the Company during
the period under review were in the ordinary course of business and at arm's length basis.
Prior omnibus approval is obtained for related party transactions which are of repetitive
nature and entered in the ordinary course of business and at arm's length. All related
party transactions are placed before the Audit Committee for review and approval. The
Related Party Disclosure in Form No AOC-2 is attached with this report as Annexure
-3
The Company is neither a holding company nor a subsidiary Company and hence the
disclosure under Regulation 34(3) and 53(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, are not furnished.
GENERAL SHAREHOLDER INFORMATION
Annual General Meeting: |
Thursday, September 28, 2023 at 11.30 am through VC/OAVM facility |
Deemed Venue: |
No. 5, Ranganathan Gardens, 15th Main Road Extension, Anna Nagar, Chennai
600 040 |
Financial year: |
April 1, 2022 to March 31, 2023 |
Book Closure: |
Friday, 22nd September, 2023 to Thursday, 28th September, 2023
(both days inclusive) |
E-Voting Period: |
From 9.00 a.m. on Monday, 25th September, 2023 up to 5.00 p.m. on
Wednesday, 27th September, 2023 |
Cut-off date |
21st September, 2023 |
Listing on Stock Exchange: |
BSE Limited |
Registrar and Share Transfer Agent: |
Cameo Corporate Services Limited |
ISIN/Scrip code |
INE594D01018 Scrip Code : 513452 |
Pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated
April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No.
20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021, Circular No.
21/2021 dated December 14, 2021, Circular No. 2/2022 dated May 05, 2022 and Circular No.
10/2022 dated December 28, 2022 (MCA Circulars) and Circular No.
SEBI/HO/CFD/POD-2/P/CIR/2023/4 dated January 5, 2023 (SEBI Circular) and all other
relevant circulars issued from time to time, companies are allowed to hold Annual General
Meeting (AGM) through video conference (VC/OAVM). In compliance with the circulars, the 34th
AGM of the company is being held through V C/OAVM
Members may join the 34th AGM through VC/OAVM Facility by following the
procedure, as mentioned in the 34th Notice of AGM , which shall be kept open
for the Members from 11:00 a.m. i.e. 30 minutes before the time scheduled to start the 34th
AGM and the Company may close the window for joining the VC/OAVM Facility 30 minutes after
the scheduled time to start the 34th AGM.
The Notice of the 34th AGM and Annual Report for the year 2023 will be
available on the website of the Company at www.elangoindustries.com and on the website of
the BSE Limited at www.bseindia.com for download.
The Company is providing remote E-voting facility to all members to enable them to cast
their votes electronically on all resolutions set forth in the Notice. This is pursuant to
section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Rules, 2014. The instructions for remote E-voting are provided in the
Notice.
Members are requested to read the general instructions for accessing and participating
in the 34th AGM through VC/OAVM Facility and voting through electronic means
including remote e-Voting as set out in the Notice of 34th AGM
BOARD EVALUATION
The Companies Act and Listing Regulations relating to Corporate Governance contain
provisions on evaluation of the performance of the Board and its Committees as a whole and
Directors including Independent Directors, Non-Independent Directors and Chairperson
individually. In pursuant thereof, annual evaluation of performance of the Board, working
of its committees, contribution and impact of individual directors has been carried out
through a questionnaire for peer evaluation on various parameters.
PARTICULARS OF EMPLOYEES
The statement containing particulars in terms of Section 197(12) of the Companies Act,
2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure-
2 to the Boards' report.
INFORMATION ABOUT SUBSIDIARY/ HOLDING/ JV/ ASSOCIATE COMPANY
The company has no subsidiaries, holding, joint venture or associate company.
OTHER DISCLOSURES
NATURE OF BUSINESS OF THE COMPANY
There has been no change in the nature of the business of the company during the year
in review.
DEPOSITS
During the year, the Company did not accept any deposits from the public.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company at https ://www. elangoindustries.com
LOANS, GUARANTEES OR INVESTMENTS
During the year 2022-23, the Company has given a fixed deposit its name, as security to
a one-time inland letter of credit facility availed by its group Company, which comes
within the purview of Section 185 of the Companies Act, 2013. The approval of shareholders
had obtained by the Company at the Extraordinary General Meeting held on 21st
March, 2022
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a whistle blower policy to report genuine concerns or grievances. Your
company hereby affirms that no complaint was received during the year.
SECRETARIAL STANDARDS
During the Financial Year, your Company has complied with applicable Secretarial
Standards i.e. SS -1 and SS-2, relating to "Meetings of the Board of Directors"
and "General Meetings", respectively
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO
Since the company has no manufacturing activities, at present details are not
furnished.
ENVIRONMENT & SAFTEY
The Company is very conscious of the need to protect environment. The company is taking
all possible steps for safe guarding the environment.
RISK MANAGEMENT
As already stated since the company has no activities there are no assets which are
active. Hence the company has not framed any risk management policy.
CODE OF CONDUCT
The Board of Directors has adopted a Code of Ethics and Business Conduct for the
Directors and Senior Personnel. The Code is a comprehensive one applicable to all
Directors, Executive and Non-Executive, and members of Senior Management. The Code has
been circulated to all the members of the Board and senior personnel and they have
affirmed compliance of the same.
CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015
Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 a certificate received from a Company Secretary in practice is enclosed as Annexure-
5
DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment and all employees (permanent, contract, temporary,
trainees) are covered under this policy. The Company has not received any complaint of
sexual harassment during the year 2022-23 under review.
CAUTIONARY STATEMENT
Statements in this Annual Report, particularly those relating to Management Discussion
and Analysis describing the Company's objectives, projections, estimates and expectations,
may constitute forward- looking statements' within the meaning of applicable laws
and regulations. Although the expectations are based on reasonable assumptions, the actual
results might differ.
ACKNOWLEDGEMENT
The Board takes this opportunity to thank all employees for their commitment,
dedication and co- operation.
|
For and on behalf of the Board of Directors |
|
Elango Industries Limited |
|
S. Elangovan |
S. A. Premkumar |
Place: Chennai |
Managing Director |
Director |
Date: 10.08.2023 |
(DIN: 01725838) |
(DIN: 00342952) |