Dear Members,
Your Directors have immense pleasure in presenting their 32nd Annual Report on the
business and operations of the Company and the accounts for the Financial Year ended March
31, 2024.
| Financial Results: |
(Rs. in Lacs) 2023-2024 |
(Rs.in Lacs) 2022-2023 |
| Turnover: |
254.73 |
276.99 |
| Expenses: |
163.71 |
170.94 |
| Profit / (Loss) before Interest, Depreciation and Tax: |
91.02 |
106.05 |
| Depreciation: |
9.76 |
9.36 |
| Provision for Current Tax (MAT) |
(24.76) |
(14.91) |
| Deferred Tax |
(1.87) |
(21.18) |
| MAT Credit Available |
-- |
(13.77) |
| Excess / (Short) Provision of earlier year |
20.33 |
3.55 |
| Profit / (Loss) after tax |
74.96 |
50.38 |
| Other Comprehensive income |
(1.17) |
(0.82) |
| Total Comprehensive income |
73.79 |
49.56 |
| Brought Forward Profit/ Loss |
166.85 |
117.29 |
| Account Balance |
|
|
| Carried Forward Profit/ Loss |
240.64 |
166.85 |
| Account Balance |
|
|
OPERATIONS AND STATE OF COMPANY'S AFFAIRS:
During the year under review, the Company's total income was Rs. 254.73 Lakhs against
the Previous Year of Rs. 276.99 Lakhs. The net profit after tax was Rs. 74.96 Lakh against
the Previous Year of Rs. 50.38 Lakh.
DIVIDEND:
To conserve resources your Director's do not recommend Dividend.
DEPOSITS:
The Company has not accepted any deposits from the public during the year under review.
EXTRACT OF ANNUAL RETURN:
The provisions of Section 134 of Companies Act, 2013 were amended vide Companies
Amendment Act, 2017 and the said amendment was brought in force w.e.f. 31st July 2018.
Further, the provisions of section 92(3) were Substituted by the Companies (Amendment)
Act, 2017 Effective from 28th August 2020. Accordingly, the requirement of attaching the
extract of Annual Return, in format MGT-9 with the Directors Report has been dispensed
off. However, the Annual Return will be placed on Website of the Company at
https://www.ebnl.org/dp/41/shareholder's-information
TRANSFER TO GENERAL RESERVES:
The Company doesn't propose to transfer any amount to be transferred to General
Reserves.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company during the year under
review.
SHARE CAPITAL:
The Company has not issued shares with voting rights and / or differential voting
rights nor granted stock options nor sweat equity during the year under review.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes / events occurring after balance sheet date till
the date of the report to be stated.
INDUCTION OF STRATEGIC AND FINANCIAL PARTNERS DURING THE YEAR:
During the year under review, your Company did not induct any Strategic and Financial
Partner.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(A) INDEPENDENT DIRECTORS:
The Company, as on March 31, 2024 has Four Independent Directors on Board as follows:
1. Mr. Anatharama Sethumani Subramanian
2. Mr. Dinesh Kumar Deora
3. Mr. Milind Sitaram Desai
4. Mr. Veeraraghavan Ranganathan
All Independent Directors have furnished declarations that they meet the criteria of
Independence as laid down under section 149 of the Companies Act, 2013.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
A separate meeting of the Independent Director was convened on March 20, 2024, which
reviewed the performance of the Board, the Non-Independent Directors and the Chairman.
(B) CESSATION OF DIRECTORS:
With profound sorrow, we announce the passing of our esteemed Independent Director and
Chairman of the Board, Mr. Ashok Kadakia, who left us on June 02, 2023. Mr. Kadakia was an
exemplary leader, whose dedication, vision and guidance significantly shaped the direction
and success of our Company.
His contributions to our organization were immeasurable and his loss is deeply felt by
all of us. The Board of Directors, along with the entire Company, extends our heartfelt
condolences to his family and loved ones during this challenging time.
In his honor, we acknowledge his invaluable service and the lasting impact he made on
our Company. May his soul rest in peace.
(C) APPOINTMENT OF DIRECTORS:
Mr. Dinesh Kumar Deora, appointed as Independent Director- Additional, on March 20,
2024 and Mr. Veeraraghavan Ranganathan appointed
as Independent Director- Additional, on October 27, 2023 during the year under review.
(D) RETIRE BY ROTATION:
Dr. (Mrs.) Sarada Raghavan Srinivasa and Mrs. Rajalakshmi Srinivasa Raghavan, retires
by rotation at the ensuing Annual General Meeting.
They, being eligible, have offered themselves for re-appointment as the Director(s) of
the Company.
(E) KEY MANAGERIAL PERSONNEL:
Mr. Srinivasa Raghavan Mathurakavi Ayyangar continues to act as Managing Director of
the Company.
Mr. Jeyavel Balaiah Nadar continues to act as Chief Financial Officer.
Mrs. Priyanka Omprakash Sharma continues to act as Company Secretary and Compliance
Officer of the Company.
(F) PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the
annual performance evaluation of its own performance, its committees and that of its
individual Directors. The evaluation was done based on set questionnaires which were given
to them at the time of evaluation.
(G) CODE OF CONDUCT:
The Directors and senior management personnel has Complied with the Code of Conduct of
the Company.
(H) REMUNERATION AND NOMINATION POLICY:
The Nomination and Remuneration Committee of the Board formulated a Policy relating to
the remuneration of Directors, Key Managerial
Personnel and other Employees which, inter alia, prescribes the criteria for
determining qualifications, positive attributes and independence of
Directors. The Policy is available on the web site of the Company and the link for the
same is provided below: https://www.ebnl.org/dp/41/shareholder's-information
(I) MEETINGS OF THE BOARD AND COMMITTEES THEREOF:
During the year under review, the Board of Directors met 6 times, Audit committee met 5
times and Nomination & Remuneration committee met twice. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013. Further As
per para 2.2 of Secretarial Standard-1 issued by Institute of Company Secretaries of
India, the Board has set the minimum number and frequency of Committee meetings. The
details of the dates of the meeting and attendance of the Directors are given below:
i. Meetings of the Board and Attendance thereof :
| Sr. No. Name of the Director |
Date and Attendance of the Board Meetings |
|
20.05.2023 |
10.08.2023 |
27.10.2023 |
09.12.2023 |
03.02.2024 |
20.03.2024 |
| 1. Mr. Ashok M. Kadakia* (Ex-Chairman and Independent Director) |
X |
NA |
NA |
NA |
NA |
NA |
| 2. Mr. Srinivasa Raghavan Mathurakavi Ayyangar (Chairman & Managing
Director) |
? |
? |
? |
? |
? |
? |
| 3. Jeyavel Balaiah Nadar (Executive Director & CFO) |
? |
? |
? |
? |
? |
? |
| 4. Mrs. Rajalakshmi Srinivasa Raghavan (Non- Executive Director) |
? |
? |
X |
? |
? |
N |
| 5. Dr. Sarada Srinivasa Raghavan (Director) |
? |
? |
? |
? |
? |
? |
| 6. Dr. Anuradha Srinivasa Raghavan (Independent Director) |
? |
X |
X |
? |
X |
? |
| 7. Mr. Anantharama Sethumani Subramanian (Independent Director) |
P |
X |
X |
X |
X |
X |
| 8. Mr. Milind Sitaram Desai (Independent Director) |
? |
? |
? |
? |
? |
? |
| 9. Mr. Veeraraghava Ranganathan^ (Independent Director) |
NA |
NA |
NA |
? |
? |
? |
| 10. Mr. Dinesh Kumar Deora# (Independent Director) |
NA |
NA |
NA |
NA |
NA |
NA |
Notes:
1. *Ceased to be the Director of the Company due to his passing on June 02, 2023.
2. ^appointed w.e.f. October 27, 2023.
3. #appointed w.e.f. March 20, 2024 ii. Audit Committee:
| Sr. No. Name of the Member |
No. of Meetings Attended |
|
20.05.2023 |
10.08.2023 |
09.12.2023 |
03.02.2024 |
| 1. Mr. Milind Sitaram Desai (Chairman) |
? |
? |
? |
? |
| 2. Mrs. Srinivasa Raghavan Mathurakavi Ayyangar (Member) |
? |
? |
? |
? |
| 3. Mr. Mr. Anantharama S. Subramanian* (Member) |
? |
X |
X |
X |
| 4. Mr. Ashok Manilal Kadakia^ (Member) |
X |
NA |
NA |
NA |
| 5. Mr. Veeraraghava Ranganathan# (Member) |
NA |
NA |
? |
? |
| 6. Mr. Dinesh Kumar Deora* (Member) |
NA |
NA |
NA |
NA |
Note: ^Ceased to be the Director of the Company due to his passing on June 02,
2023.
# Mr. Veeraraghava Ranganathan was appointed as Independent Director w.e.f.
27.10.2023 and accordingly the Committee was re-constituted by inducting him as member in
the said meeting.
*Mr. Dinesh Kumar Deora was appointed as Independent Director w.e.f. 20.03.2024 and
accordingly the Committee was re-constituted by inducting him as member in the said
meeting in place of Mr. Anantharama S. Subramanian.
iii. Nomination and Remuneration committee:
| Sr. No. Name of the Member |
No. of Meetings Attended |
|
10.08.2023 |
27.10.2023 |
20.03.2024 |
| 1. Mr. Milind Sitaram Desai (Chairman) |
? |
? |
? |
| 2. Mr. Anantharama S. Subramanian* (Member) |
X |
? |
X |
| 3. Mrs. Rajalakshmi Srinivasa Raghavan# (Member) |
? |
X |
X |
| 4. Mr. Veeraraghava Ranganathan^ (Member) |
NA |
NA |
P |
| 5. Mr. Dinesh Kumar Deora* (Member) |
NA |
NA |
NA |
| 6. Mr. Srinivasa Raghavan Mathurakavi Ayyangar@ (Member) |
NA |
NA |
NA |
Note: *Mr. Dinesh Kumar Deora was appointed as Independent Director w.e.f. 20.03.2024
and accordingly the Committee was re-constituted by inducting him as member in the said
meeting in place of Mr. Anantharama S. Subramanian.
^ Mr. Veeraraghava Ranganathan was appointed as Independent Director w.e.f. 27.10.2023
and accordingly the Committee was re-constituted by inducting him as member in the said
meeting.
# Mrs. Rajalakshmi Srinivasa Raghavan ceased to be the Member of the Committee w.e.f.
March 20,2024.
@ Mr. Srinivasa Raghavan Mathurakavi Ayyangar was inducted as member of the committee
w.e.f. March 20, 2024
iv. Stakeholders Relationship Committee:
Your Company has a Nomination and Remuneration Committee in place with the
constitution, powers and roles as prescribed u/s 178 of the Companies Act, 2013.
The following are the members of the Committee:
| Sr. No. Name of the Director |
Designation |
| 1. Mr. Milind Sitaram Desai (Independent Director) |
Chairman |
| 2. Mr. Dinesh Kumar Deora (Independent Director) |
Member |
| 3. Mr. Srinivasa Raghavan Mathurakavi Ayyangar (Managing Director) |
Member |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:
Details of Loans, Guarantees and investments covered under the provisions of Section
186 of the Companies Act 2013 are given in the notes to
Financial Statements.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES:
The Company has established a Vigil Mechanism that enables the Directors and Employees
to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards
against victimization of persons who use the Vigil Mechanism; and (b) direct access to the
Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate
or exceptional cases. Details of the Vigil Mechanism policy is made available on the
Company's website https://www.ebnl.org/ The link for the same has been provided below:
https://www.ebnl.org/dp/41/shareholder's-information
RISK MANAGEMENT POLICY:
The Board has been vested with specific responsibilities in assessing of risk
management policy, process and system. The Board has evaluated the risks which may arise
from the external factors such as economic conditions, regulatory framework, competition
etc. The Executive management has embedded risk management and critical support functions
and the necessary steps are taken to reduce the impact of risks. The Independent Directors
expressed their satisfaction that the systems of risk management are defensible.
RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties for the year under review were on arm's
length basis and in the ordinary course of business and that the provisions of Section 188
of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus,
disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not
required. Further, there are no material related party transactions during the year under
review with the Promoters, Directors or Key Managerial Personnel. All Related Party
Transactions are placed before the Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its
future operations.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your
Directors confirm that:
(i) That in the preparation of the Annual Accounts for the year ended March 31, 2024,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2024 and of the profit /
loss of the Company for that period;
(iii) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) The annual accounts have been prepared on a going concern basis;
(v) That the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not covered under the Companies (Corporate Social Responsibility) Rules
2013.
INTERNAL CONTROL SYSTEM AND ADEQUACY:
The Company has a proper and adequate internal control system to ensure that its assets
are safeguarded and protected against unauthorized use and disposition and all the
transactions are properly recorded and reported. The company also has a system of
management reviews to ensure compliance with the prescribed procedures and authority
levels.
CORPORATE GOVERNANCE:
The paid-up capital of the Company is less than Rs. 10 Crores and the Net-worth of the
Company is less than 25 Crores as on the last day of the previous financial year. Pursuant
to regulation 15(2) of SEBI (LODR) Regulations, 2015 the compliance with the corporate
governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 24A, 25,
26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E
of Schedule V SHALL NOT apply, in respect of those listed entities whose paid up equity
share capital does not exceed rupees ten crore and net worth does not exceed rupees twenty
five crore, as on the last day of the previous financial year. Accordingly, your company
is exempt from attaching Corporate Governance report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion & Analysis Report, as per Part B of Schedule V under
regulation 34(3) of the SEBI (LODR) Regulations, 2015 which forms an integral part of this
Report and is annexed at "Annexure B".
OVERVIEW OF THE INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY DURING THE LAST YEAR AND
EXTERNAL ENVIRONEMNT AND ECONOMIC OUTLOOK:
The information pertaining to overview of the industry and important changes in the
Industry and External Environment and Economic Outlook during the last year has been
incorporated in Management Discussion and Analysis part of the report. The same forms part
of the report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the F.Y. 2023-24 your company was not required to transfer any amount or shares
to the Investor Education and Protection Fund established
by the Central Govt.
PARTICULARS OF EMPLOYEES:
The Company does not have any employee whose particulars are required to be given
pursuant to Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company. Disclosures as required
under the said rule is annexed at "Annexure C".
SECRETARIAL STANDARDS:
The Directors confirm that the Company is in compliance with applicable secretarial
standards issued by Institute of Company Secretaries of India.
PERSONNEL:
Industrial relations at the Company's factory and other establishments remained cordial
during the year. We appreciate the contribution made by the employees towards achieving
improved productivity and flexibility in operation.
AUDITORS:
a. Statutory Auditors:
The tenure of existing statutory auditors i.e. M/s. V. Sankar Aiyar & Co, Chartered
Accountants, was upto the conclusion of 31st Annual General Meeting (AGM). The Board of
Directors at their meeting held on August 10, 2023 appointed M/s. V. Nagarajan & Co.,
Chartered Accountants, Noida (Firm Registration No.: 004879N) as new statutory auditors of
the Company, subject to the approval of the Members, who shall hold office for a term of
Five years from the conclusion of the 31" AGM until the conclusion of the 36th AGM of
the Company to be held in the year 2028. Consequently, the resolution of the appointment
of new statutory auditors formed part of the Notice of the 31st AGM. However, during the
31st AGM held on September 29, 2023, a technical issue of unforeseen nature arose, which
regrettably resulted in the inadvertent omission of their appointment from the remote
e-voting process. In light of this inadvertent oversight, your Board of Directors had
proposed to convene an Extraordinary General Meeting (EGM) to provide our esteemed
shareholders with an opportunity to re-participate in the resolution pertaining to the
appointment of M/s. V. Nagarajan & Co, Chartered Accountants, Noida, as Statutory
Auditors and the said EGM was convened on November 24, 2024 and the resolution for
appointment of new statutory auditors was passed by requisite majority.
Further, there is no qualification, adverse remark or observation in their audit
report.
No instance of fraud was reported by the Auditors during the year.
The Company has received Eligibility certificate letter from M/s. V. Nagarajan &
Co, Chartered Accountants, Noida. to the effect that their appointment, is within the
prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for appointment.
b. Cost Audit:
Audit of Cost Records is not applicable to the Company for year 2023-2024 as per
Section 148 and relevant rules issued under the said Section.
c. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
there under, the Company has appointed Mr. Mohd. Akram, a Company Secretary in Practice
(Mem. ACS No. 22589, C.O.P. No. 9411) to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is included as Annexure - A and forms an integral part of
this Report.
The observation contained in the Secretarial Audit Report is self-explanatory and does
not require any further explanation.
d. Internal Audit:
As required under Section 138 of the Companies Act, 2013 and Rule 13 of the Companies
(Accounts) Rules, 2014, the Internal Audit function during the F.Y. 2023-24 was carried
out by Mr. Jeyaval Nadar.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees are covered under this policy.
There are no cases filed under the above Act and hence no comments required on disposal
of the cases under the same.
| No. of complaints filed during the financial year |
No. of complaints disposed off during the financial year |
No. of complaints pending as at end of the financial year |
| 0 |
0 |
0 |
STATEMENT PURSUANT TO LISTING AGREEMENTS:
The Company's shares are only listed with the BSE Ltd. Your Company has paid the Annual
Listing Fees up to date.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
As the Company's own factory has not been in operation, no special energy saving
measures is required and hence no report on technology absorption is required.
| Foreign Exchange Earnings and Outgo: Earnings |
Rs. 25,54,923/- |
| Outgo |
Rs. NIL |
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the wholehearted
co-operation received by the Company from the Shareholders,
Employees and its Bankers during the year under review.
| Registered office: |
For and on behalf of the Board of Directors |
| Plot No. T-3/2, MIDC Area |
|
| Taloja-410208, Raigad, Maharashtra |
|
|
Srinivasa Raghavan Mathurakavi Ayyangar |
| Place: Mumbai |
Chairman & Managing Director |
| Dated: August 14, 2024 |
DIN No. 00090266 |
|