To,
The Members,
Ekansh Concepts Limited
(Formerly known as Paramone Concepts Limited)
CIN: L74110MH1992PLC070070
Address: A-403, Mittal Commercial, ‘A'-Wing,
Andheri Kurla Road, Marol Naka, Andheri (East), Mumbai-400059.
Your Directors are pleased to present the 31st Annual Report on the
business and affairs of Ekansh Concepts Limited (the "Company") along with the
Audited Financial Statements for the year ended on March 31, 2023 and other accompanying
reports, notes and certificates.
1) FINANCIAL HIGHLIGHTS
The Company has adopted Accounting Standards ("Ind AS")
notified by the Companies (Indian Accounting Standards) Rules, 2015, accordingly the
Financial Statements for the current financial year 2022-23 have been prepared as per Ind
AS reporting framework.
The table below gives the financial highlights of the Company for the
year ended March 31, 2023 on standalone & consolidated basis compared to the previous
financial Year.
Financial Highlights of the Company
(Rs. In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
| Total Income |
7587.12 |
6856.03 |
7587.12 |
6856.03 |
| Total Expenditure |
6572.77 |
5977.42 |
6580.85 |
5987.04 |
| Profit Before Tax |
1014.35 |
878.61 |
1006.27 |
868.99 |
| Provision for Tax |
257.15 |
129.32 |
257.18 |
128.96 |
| Profit After Tax |
757.20 |
749.28 |
749.09 |
740.03 |
| Share of Profit from Joint Ventures |
- |
- |
1.68 |
- |
| Profit for the year after share of Profit from Associates |
- |
- |
750.77 |
740.03 |
| Add: Other Comprehensive income (net of tax) Items that will
not be reclassified to profit & Loss |
|
|
|
|
| Re-measurement of net defined benefit obligations |
8.68 |
9.85 |
8.68 |
9.85 |
| Re - measurement of investment in equity |
(437.32) |
(52.11) |
(437.32) |
(52.11) |
| Total Comprehensive Income |
328.56 |
707.03 |
322.13 |
697.77 |
2) COMPANY'S PERFORMANCE
On Consolidated basis, the total income of the Company for the Year
under review is Rs. 7587.12 Lakhs as compared to Rs. 6856.03 Lakhs in the previous year.
Net Profit after Tax stood at Rs. 750.77 Lakhs as compared to Net Profit of Rs. 740.03
Lakhs in the previous year. On Standalone basis, the total income of the Company for the
Year under Review is Rs. 7587.12 Lakhs as compared to Rs. 6856.03 Lakhs in the previous
year. Net Profit after Tax stood at Rs. 757.20 Lakhs as compared to Net Profit of Rs.
749.28 Lakhs in the previous year.
3) RESERVES
No amount is apportioned from Profit and Loss Account and transferred
to any Reserve Account in the Financial Year 2022-23.
4) DIVIDEND
The Board of Directors, after considering the relevant circumstances,
has decided that it would be prudent, not to recommend any dividend for the financial year
ended March 31, 2023.
5) SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2023 was Rs.
15,12,76,000/-. During the year under review, the Company has not issued any shares.
Event based Disclosure:
During the year under review, the Company has not taken up any of the
following activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for
purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
6) SUBSIDIARY COMPANY/ASSOCIATE
Your Company has one wholly owned subsidiary M/s. Choice Realty Private
Limited, which is engaged in the activity of Development & Construction. Pursuant to
Section 129(3) of the Companies Act, 2013 the consolidated financial statements of the
company and its subsidiary prepared in accordance with the relevant accounting standards
specified under Section 133 of the companies Act, read with Rule 7 of the Companies
Account Rules, 2014 form part of this Annual Report and is annexed as Annexure I. Apart
from above, there are no companies which have become or ceased to be its Subsidiaries,
Joint Venture or Associate Companies during the financial year 2022-23.
7) CORPORATE STRUCTURE - DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2023, the Board of Directors comprised of 6 (Six)
Directors, 3 (Three) are Non-executive Independent Directors (including a Women Director)
and 3 (Three) are Executive Directors including 1(One) Whole Time Director. The
composition of the Board is in conformity with the provisions of the Act and Regulation 17
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations").
All the Independent Directors of the Company have given declarations
and confirmed that they meet the criteria of ‘Independence' as stipulated under the
Act and the Listing Regulations.
MEETING OF BOARD OF DIRECTORS
During the year under review, 4 (Four) Board Meetings were held. The
details of composition of the Board, meetings of the Board held and attendance of the
Directors at such meetings which are given in the Corporate Governance report, which forms
part of this Report.
BOARD OF DIRECTORS
The details of Board of Directors of the Company as on date of Report
are as follows:
| SR. Name of the NO. Director |
DIN |
Nature of Directorship |
| 1. Mr. Sundarlal Sanwarmal Bagaria |
07269962 |
Non-Executive Independent Director |
| 2. Mrs. Ekta Gupta |
08353871 |
Non-Executive Independent Director |
| 3. Mr. Shivratan Krishnakumar Agarwal |
03496765 |
Non-Executive Independent Director |
| 4. Mr. Surendra Kumar Kulhari |
00727964 |
Executive Director |
| 5. Mr. Deepak Nayak Ranjan |
08406471 |
Executive Director |
| 6. Mr. Heeralal Agarwal |
10269844 |
Additional Executive Director |
Note:
1. Mr. Vijendra Jain (DIN: 07318877), Director of the Company has
resigned as Director of the Company with effect from August 12, 2022.
2. Mr. Deepak Nayak Ranjan (DIN: 08406471) appointed as regular
director of the company with effect from September 30, 2022 at Annual General Meeting.
3. Mr. Shivratan Krishnakumar Agarwal (DIN: 03496765) appointed as an
Additional Director of the company with effect from November 11, 2022.
4. Mr. Shivratan Krishnakumar Agarwal (DIN: 03496765) appointed as
regular director of the company with effect from January 30, 2023 through Postal ballot.
5. Mr. Heeralal Agarwal (DIN: 10269844) appointed as an Additional
Executive Director of the company with effect from August 11, 2023.
6. Mr. Mushtaq Mukhtar Alam Shaikh (DIN: 08144509), Wholetime Director
of the Company has resigned as Wholetime Director of the Company with effect from August
11, 2023.
RETIREMENT BY ROTATION
Pursuant to Section 149, 152 and other applicable provisions of the Act
and the Articles of Association of the Company, Mr. Deepak Ranjan Nayak (DIN: 08406471),
is liable to retire by rotation and being eligible offers himself for re-appointment. As
the reappointment of Director is appropriate and in the best interest of the Company, the
Board recommends the re-appointment of the Director for your approval.
APPOINTMENT OF MR. HEERALAL AGARWAL (DIN:10269844) AS EXECUTIVE &
NON-INDEPENDENT DIRECTOR LIABLE TO RETIRE BY ROTATION
Subsequent to the end of the financial year, the Board of Directors, on
the recommendation of the Nomination & Remuneration Committee appointed Mr. Heeralal
Agarwal (DIN:10269844) as an Additional Executive Director with effect from August 11,
2023. In terms of Section 161 of the Act, Mr. Heeralal Agarwal holds office up to the date
of ensuing Annual General Meeting. Nomination and Remuneration Committee and the Board
recommend the appointment of Mr. Heeralal Agarwal as Whole-time Director liable to retire
by rotation for the approval by the Members of the Company. Brief profile of Mr. Heeralal
Agarwal is given in the Notice convening 31st Annual General Meeting.
The above named Directors have submitted Form DIR-8, pursuant to
Section 164 of the Companies Act, 2013 & Rule 14(1) of the Companies (Appointment
& Qualification of Directors) Rules, 2014, along with their consent in Form DIR-2
pursuant to Section 152 of the Companies Act, 2013 & Rule 8 of the Companies
(Appointment & Qualification of Directors) Rules, 2014.
Necessary Resolutions for the appointment / re-appointment /
re-designation of the abovenamed Directors have been included in the Notice convening the
ensuing 31st Annual General Meeting and details of the proposed appointees, as required
pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 and Clause 1.2.5 of the
Secretarial Standard-2 (SS-2), are given in the Appendix to the Explanatory Statement
annexed to the said Notice.
KEY MANAGERIAL PERSONNEL (KMP'S) OF THE COMPANY
Key Managerial Personnel of the Company are as follows:
| Mr. Mushtaq Shaikh* |
Whole time Director |
| Mr. Deepak Ranjan Nayak** |
Director |
| Ms. Jyoti Gupta*** |
Company Secretary and Compliance Officer |
| Mr. Heeralal Agarwal**** |
CFO |
| Ms. Meeti Sheth***** |
Company Secretary and Compliance Officer |
| Mrs. Mamta Jain****** |
Company Secretary and Compliance Officer |
*Mr. Mushtaq Mukhtar Alam Shaikh (DIN: 08144509), Wholetime Director of
the Company has resigned as Wholetime Director of the Company with effect from August 11,
2023.
** Mr. Deepak Ranjan Nayak (DIN: 08406471) appointed as regular
director of the company with effect from September 30, 2022 at Annual General Meeting. He
resigned as Chief Financial Officer of the Company w.e.f. June 16, 2023. He continues as
Executive Director on the Board of the Company.
*** Ms. Jyoti Gupta resigned as Company Secretary and Compliance
Officer of the Company w.e.f. December 17, 2022.
**** Mr. Heeralal Agarwal appointed as Chief Financial Officer of the
Company with effect from June 16, 2023.
***** Ms. Meeti Sheth appointed as Company Secretary and Compliance
Officer of the Company w.e.f. June16, 2023 and resigned w.e.f. July 12, 2023
****** Mrs. Mamta Jain appointed as Company Secretary and Compliance
Officer of the Company w.e.f. August 11, 2023.
APPOINTMENT AND RESIGNATION OF COMPANY SECRETARY
Ms. Jyoti Gupta resigned from the position of Company Secretary and
Compliance officer with effect from December 17, 2022. Your Company has intimated about
the above change to the Stock Exchange(s) where the securities of Company are listed i.e.
BSE Limited. The necessary Form DIR-12 for the change of Company Secretary and Compliance
Officer has been filed with Ministry of Corporate Affairs.Your Company had appointed Ms.
Meeti Sheth as the Company Secretary and Compliance Officer of the Company with effect
from June 16, 2023.
Ms. Meeti Sheth resigned from the position of Company Secretary and
Compliance officer with effect from July 12, 2023. Your Company has intimated about the
above change to the Stock Exchange(s) where the securities of Company are listed i.e. BSE
Limited. The necessary Form DIR—12 for the change of Company Secretary and Compliance
Officer has been filed with Ministry of Corporate Affairs
Your Company has appointed Mrs. Mamta Jain as the Company Secretary and
Compliance Officer of the Company with effect from August 11, 2023.
APPOINTMENT AND RESIGNATION OF CHIEF FINANCIAL OFFICER
Your Company has appointed Mr. Heeralal Agarwal as the Chief Financial
Officer of the Company with effect from June 16, 2023.
Mr. Deepak Nayak Ranjan resigned from the position of Chief Financial
Officer with effect from June 16, 2023. Your Company has intimated about the above change
to the Stock Exchange(s) where the securities of Company are listed i.e. BSE Limited. The
necessary Form DIR—12 for the change of Chief Financial Officer has been filed with
Ministry of Corporate Affairs.
8) CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is the Companies intent to make a
positive difference to the society; Companies have realized that the Government alone will
not be able to get success in its endeavour to uplift the Society so therefore the concept
of CSR has gained its prominence in recent years and has been made mandatory as per
Companies Act, 2013, which requires Companies to contribute some part of its profits
towards the CSR activities. With the rapidly changing corporate environment, more
functional autonomy and operational freedom we have adopted Corporate Social
Responsibility as a strategic tool for sustainable growth. We are committed to operate our
business with emphasis on CSR in all areas of our operation. We will integrate our
business values and operations to meet the expectations of our shareholders, customers,
employees, regulators, investors, suppliers, community and to take care of environment
with best interest.
The net profit before tax of the Company for the financial year 2021-22
was Rs.878.61 Lakh. The CSR policy is available on the website of the Company
http://ekanshconcepts.com/data/corporate-governance/policy.html.
CSR Policy contains the CSR activities to be carried out, governance
structure, implementation process, etc.
The key philosophy of CSR initiatives of the company is guided by three
core commitments of Scale, Impact and Sustainability
The Board was advised that the Ministry of Corporate Affairs vide its
notification dated January 22, 2021 notified key amendments in the CSR provisions through
Companies (Amendment) Act, 2020 and also notified the Companies (CSR Policy) Amendment
Rules, 2021 according to which if CSR expenditure of any Company does not exceed INR 50
lakhs p.a., the Company is not required to constitute a CSR Committee and functions of
such committee shall be discharged by Board of Directors. As the CSR expenditure of the
Company is less than 50 Lakhs therefore Company is not required to constitute CSR
Committee and functions of such committee shall be discharged by Board of Directors.
The Board shall abide by the provisions of Companies Act, 2013 read
with rules made thereunder including any amendments thereto from time to time with respect
to CSR and the terms of Policy and shall perform following functions:
1. To review, revise and monitor CSR Policy which shall indicate the
activities to be undertaken by the Company as per the Companies Act, 2013;
2. To approve the amount of expenditure to be incurred on such
activities;
3. To monitor the CSR activities of the Company from time to time;
4. To do all such acts, deed and things as may be necessary in
connection with or incidental to implementing the Company's CSR Policy and CSR activities
or as may be from time to time and to be in compliance with the Companies Act, 2013 and
read with rules made thereunder.
The Annual Report on the CSR activities is annexed to this report as
Annexure II and forms part of this Report.
9) COMMITTEES OF THE BOARD
Currently, there are 3 (Three) Statutory Committees of the Board, as
follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee;
(c) Stakeholders' Relationship Committee.
The constitution of Committees, their scope, role and terms of
reference are as per the provisions of the Act, the Rules made thereunder and the Listing
Regulations. All the recommendations made by the Audit Committee and Nomination and
Remuneration Committee were accepted by the Board. Details of all the Committees along
with their terms of reference, composition and meetings of each Committee held during the
financial year are provided in the Corporate Governance Report, which forms part of this
Report.
10) CORPORATE GOVERNANCE
A detailed report on Corporate Governance as required under Regulation
34 of the Listing Regulation forms part of this Annual Report and is annexed as Annexure
III. The Auditor's certificate on Compliance with the conditions of the Corporate
Governance requirements by the Company is attached to the Report on Corporate Governance.
11) MANAGEMENT DISCUSSION & ANALYSIS REPORT
As required by Regulation 34(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion
and Analysis Report is presented in a separate section and forms part of the Annual
Report. The detailed state of activities along with developments has been discussed in the
Management Discussion and Analysis Report. As required under the Schedule V (B) of SEBI
(LODR) Regulations, 2015, report on "Management Discussion and Analysis" is
attached as Annexure IV and form part of this Annual Report.
12) VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has in place a Whistle Blower/Vigil Mechanism Policy
through which its stakeholders, Directors and employees can report genuine concerns about
unethical behavior and actual or suspected fraud or violation of the Company's code of
Business Conduct and Ethics. The said policy provides for adequate safeguards against
victimization and also direct access to the Audit Committee.
The Whistle Blower Policy has been placed on the Company's website at
http://ekanshconcepts.com/data/corporate-governance/policy.html.
13) INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal controls which
ensures that all assets are safeguarded against loss from unauthorized use or disposition
and all the transaction are authorized, recorded and reported correctly. Regular internal
audits and checks are carried out to provide assurance that the responsibilities at
various levels are discharged effectively and that adequate systems are in existence. The
management continuously reviews the internal control systems and procedure for efficient
conduct of business.
14) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material order passed by the Regulators/courts
that would impact going concern status of the Company and its future operations.
15) AUDITORS
Statutory Auditors
M/s. Pramod K. Sharma & Co, Chartered Accountant (Firm Registration
No. 007857C), the Statutory Auditors of the Company were appointed at the 29th AGM of the
Members of the Company held on 30th September, 2021, for a period of five (5) years to
hold office till the conclusion of the 34th AGM. Your Company has received written
consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and
other applicable provisions of the Act, and Rules issued thereunder (including any
statutory modification (s) or re-enactment(s) for the time being in force), from M/s.
Pramod K. Sharma & Co, Chartered Accountants (Firm Registration No. 007857C).
Your Company has received written consent(s) and certificate(s) of
eligibility in accordance with Sections 139, 141 and other applicable provisions of the
Act, and Rules issued thereunder (including any statutory modification (s) or
re-enactment(s) for the time being in force), from M/s. Pramod K. Sharma & Co,
Chartered Accountants (Firm Registration No. 007857C).
Statutory Auditors' Observations
The Auditors of the Company have issued an unmodified opinion on the
Financial Statements for the Financial Year ended March 31, 2023. The Auditor's Report for
the Financial Year ended March 31, 2023 on the Financial Statements (Standalone &
Consolidated) of the Company is part of this Annual Report.
The Statutory Audit Report for the financial year 2022-23 does not
contain any qualification, reservation or adverse remarks by the Auditors.
Internal Auditors
The Internal Auditors, M/s Tibrewal Chand & Co., Chartered
Accountants have conducted internal audits periodically and submitted their reports to the
Audit Committee. Their reports have been reviewed by the Statutory Auditors and the Audit
Committee.
Secretarial Auditors
Pursuant to Section 204 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the Board of Directors has appointed
M/s. Nidhi Bajaj & Associates, Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company for the financial year ending on March 31, 2023. The
Secretarial Audit in Form MR-3 is annexed to this Report as Annexure V.
The Secretarial Audit Report for the financial year 2022-23 does not
contain any qualification, reservation or adverse remarks by the Auditors.
16) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY
Details of Loans, Guarantees and Investments covered under the
provisions of the Companies Act, 2013 along with the applicable Rules of the Act are given
in the notes to the Financial Statements forming part of this Annual Report.
17) EXTRACTS OF ANNUAL RETURN
Pursuant to Section 134(3) (a) of the Act, the draft Annual Return as
on March 31, 2022, prepared in accordance with Section 92(3) of the Act, is made available
on the website of the Company at http://ekanhsconcepts.com/data/corporate-governance/.
18) RELATED PARTY TRANSACTIONS
In line with the requirements of Act and the Listing Regulations, the
Company has formulated a Policy on Related Party Transactions and the same can be accessed
on the Company's website at
http://ekanshconcepts.com/data/corporate-governance/policy.html. All the Related Party
Transactions entered into during the financial year were on arm's length basis and were in
ordinary course of business. The Company has not entered into any transactions with
Related Parties which could be considered material in terms of Section 188 of the Act.
There were no material related party transactions (RPTs) undertaken by the Company during
the financial year under review, that required shareholders' approval under Regulation
23(4) of SEBI (LODR) Regulations, 2015 or Section 188 of the Companies Act, 2013.Thus, the
disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in
Form AOC-2 is not applicable. Further, there are no materially significant Related Party
Transactions executed between the Company & its Promoters, Directors, Key Managerial
Personnels or other designated persons, that may have a potential conflict with the
interest of the Company, at large. All Related Party Transactions are mentioned in the
notes to accounts.
19) PARTICULARS OF EMPLOYEES
During the year, NONE of the employees is drawing a remuneration of
Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month,
the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
None of the employees hold (by himself / herself or along with his /
her spouse and dependent children) more than 2% (two percent) of the Equity Shares of the
Company.
20) MAINTENANCE OF COST RECORDS
The maintenance of cost records, for the services rendered by the
Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with
Rule 3 of the Companies (Cost records and Audit) Rules, 2014.
21) DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet with the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act, 2013 and under Listing
Regulations. They have also affirmed compliance to the Conduct for Independent Directors
as prescribed in Schedule IV of the Act. In the opinion of the Board, the Independent
Directors of the Company fulfill the conditions specified under the Act and Listing
Regulations and are independent of the management.
22) FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Program intends to provide insights into your Company so that the
Independent Directors can understand your Company's business in depth and the roles,
rights, responsibility that they are expected to perform / enjoy in your Company to keep
them updated on the operations and business of your Company thereby facilitating their
active participation in managing the affairs of your Company. In addition to the above,
Directors are periodically advised about the changes effected in the Corporate Law, SEBI
(LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as
Directors of your Company.
23) BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations,
performance evaluation of the Board, its committees, the Chairman & Managing Director
and the Independent Directors were carried out. The manner in which the evaluation is
carried out has been detailed below:
Evaluation Process:
The Company believes in value for its stakeholders through ethical
process and integrity. The Board plays a very important role in ensuring the Company's
performance to monitor and provide timely inputs to enhance the Company's Performance and
set right direction for growth. Hence it is important that every individual Board Member
effectively contributes in the Board deliberations.
The Company follows annual evaluation for our Key Managerial Persons
and other eligible employees including the senior management team. A process sculpted on
this method has been designed for evaluation of Directors under this process, the company
management will:
• Formulate the process for evaluating and rating Directors
• Design the evaluation template/questionnaire and implementation
process
• Peer review of each Director
• Analyse feedback received from each Director
• Weighting the Evaluation summary of each Director.
Key Evaluation Criteria:
• Attendance and contribution at Board and Committee meetings
• His/her stature, appropriate mix of expertise, skills, behavior,
experience, leadership qualities.
• Sense of sobriety and understanding of business, strategic
direction to align company's value and standards.
• His/her knowledge of finance, accounts, legal, investment,
marketing, foreign exchange/ hedging, internal controls, risk management, assessment and
mitigation, business operations, processes and Corporate Governance.
• His/her ability to create a performance culture that drives
value creation and a high quality of debate with robust and probing discussions.
• Effective decisions making ability to respond positively and
constructively to implement the same to encourage more transparency.
• Open channels of communication with executive management and
other colleague on Board to maintain high standards of integrity and probity.
• Recognize the role which he/she is expected to play, internal
Board Relationships to make decisions objectively and collectively in the best interest of
the Company to achieve organizational successes and harmonizing the Board.
• His/her global presence, rational, physical and mental fitness,
broader thinking, vision on corporate social responsibility etc.
• Quality of decision making & understanding financial
statements and business performance, raising of finance, best source of finance, working
capital requirement, forex dealings, geopolitics, human resources etc.
• His/her ability to monitor the performance of management and
satisfy himself with integrity of the financial controls and systems in place by ensuring
right level of contact with external stakeholders.
• His/her contribution to enhance overall brand image of the
Company.
Criteria for Determining Remuneration of Director's, Key
Managerial Personnel and Particulars of Employees:
The Remuneration paid to the Directors is in accordance with the
Nomination & Remuneration Policy formulated in accordance with section 178 of the Act
and Regulation 19 of the Listing Regulations (including any statutory Modification(s) or
re-enactment(s) thereof for the time being in force. There is no such employee drawing
remuneration of more than One Crore Two Lakhs rupees if employed throughout the F.Y or for
part drawing remuneration of more than Eight Lakh Fifty Thousand rupees per month.
24) RISK MANAGEMENT
Risk Management is the process of identification, assessment and
prioritization of risks followed by coordinated efforts to minimize, monitor and
mitigate/control the probability and/or impact of unfortunate events or to maximize the
realization of opportunities. The Company has laid down a comprehensive Risk Assessment
and Minimization Procedure which is reviewed by the Audit Committee and Board from time to
time. These procedures are reviewed to ensure that executive management controls risk
through means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/ measures have been formulated in the areas such as
business, project execution, event, financial, human, environment and statutory
compliance.
As part of the Risk Management the relevant parameters for protection
of environment, safety of operations and health of people at work are monitored regularly
with reference to statutory regulations and guidelines defined by the Company.
25) NOMINATION & REMUNERATION POLICY
The Board, on the recommendation of the Nomination & Remuneration
Committee, has adopted a policy for selection, appointment and Remuneration of Directors,
Key Managerial Personnel and Senior Management Team. The details of this policy are given
hereunder. The Policy is available on website http://ekanshconcepts.com.
The remuneration policy is designed to attract talented Personnel and
remunerate them fairly and responsibly at each level of the organization. The Policy
broadly lays down the guiding principles, philosophy and the basis of payment of
remuneration.
The policy also provides the criteria for determining Qualifications,
positive attributes and Independence of Directors and criteria for appointment of Key
Managerial Personnel, Senior Management and performance evaluation which are considered by
the Nomination and Remuneration Committee and the Board of Directors while making
selection of the candidates.
The Company has a Nomination and Remuneration Committee (NRC), which is
responsible for formulating the criteria for appointment of Directors on the Board of the
Company and persons holding Senior Management positions in the Company including their
remuneration and other matters as provided under Section 178 of the Companies Act, 2013
and the Listing Regulations. The role of the NRC Committee encompasses conducting a gap
analysis to refresh the Board on a periodic basis, including each time a Directors
appointment or re- appointment is required. The NRC Committee is also responsible for
reviewing the Profiles of Potential candidates the required, competencies and due
diligence and meeting of potential candidates prior to making recommendations of their
nomination to the Board.
26) DEPOSITS
Your Company had no opening balances of fixed deposits. Pursuant to
Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014, the Company has not accepted or renewed any public deposits during the year.
27) REPORTING OF FRAUD
There were no instances of fraud, during the financial year 2022-23,
which required the Statutory Auditors to report to the Audit Committee and / or Board
under Section 143(12) of the Act and Rules framed thereunder.
28) COMPLIANCE OF SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and such systems are adequate and operating effectively. Your Company
has complied with Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1) and
Secretarial Standard -2 on General Meetings (SS-2) issued by the Institute of Company
Secretaries of India and approved by the Central Government,
29) MATERIAL CHANGES AFFECTING THE COMPANY
No material changes and commitments which could affect your Company's
financial position have occurred between the end of the Financial Year and date of this
report.
30) CHANGE IN NAME OF THE COMPANY
The name of the Company has been changed with effect from June 27, 2022
from Paramone Concepts Limited to Ekansh Concepts Limited on obtaining the necessary
approval from Shareholders & the Statutory Authorities.
31) CHANGE IN REGISTERED OFFICE OF THE COMPANY
The registered office of the Company has been changed from 12A, Narayan
Plaza, Near Boomerang Building, Chandivali, Mumbai 400072 to A-403, Mittal Commercial,
‘A'-Wing, Andheri Kurla Road, Marol Naka, Andheri (East), Mumbai-400059 with effect
from July 01, 2023.
32) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy on prevention, prohibition and
redressal of sexual harassment at the work place in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and Rules framed thereunder, for prevention and redressal of complaints of sexual
harassment at workplace. The objective of this policy is to lay clear guidelines and
provide right direction, in case of any reported incidence of sexual harassment across the
Company's offices and take appropriate decision in resolving such issues.
There were no incidences of sexual harassment reported during the year
under review, in terms of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
33) CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day-to-day
business operations of the company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings / behaviors of any form and the Board
has laid down the directives to counter such acts. The Code has been posted on the
Company's website at http://ekanshconcepts.com/data/corporate-governance/policy.html.
34) HUMAN RESOURCES
The industrial relations at the manufacturing facilities of your
Company have been cordial during the year. Employees are considered to be team members
being one of the most critical resources in the business which maximize the effectiveness
of the Organization. Human resources build the Enterprise and the sense of belonging would
inculcate the spirit of dedication and loyalty amongst them towards strengthening your
Company's Polices and Systems. Your Company maintains healthy, cordial and harmonious
relations with all personnel and thereby enhancing the contributory value of the Human
Resources.
We remain focused on building trust through a culture of openness,
conversations and opportunities to speak up. We grew stronger as a team by supporting each
other wholeheartedly throughout the F.Y. 2022-23. Employees, their talent and capabilities
are our greatest asset, our competitive advantage. In a highly competitive environment,
our formidable talent pool becomes our key differentiator.
35) DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act (including any statutory
modification(s) or re- enactment(s) thereof for time being in force), the Directors of the
Company State 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;
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 true and fair view of the state of affairs of the Company as at March 31, 2023 and of
the profits of the Company for the Financial Year ended March 31, 2023.
c. the Directors had taken proper and sufficient care has been taken
for maintenance of adequate accounting records with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
d. the directors had prepared the annual accounts on a going concern
basis.
e. the directors had laid down internal financial control to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
f. 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.
36) CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
Pursuant to the provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time, the Company has formulated a Code of
Conduct for Prevention of Insider Trading ("Insider Trading Code") and a Code of
Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information
("UPSI").
The Code of Practices and Procedures for fair disclosure of UPSI is
available on the website of the Company at http://ekanshconcepts.
com/data/corporate-governance/policyhtml.
37) CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE
M/s. Nidhi Bajaj & Associates, Practicing Company Secretary, has
issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that
none of the Directors on the Board of your Company have been debarred or disqualified from
being appointed or continuing as Director of companies by the SEBI/Ministry of Corporate
Affairs or any such statutory Authority The certificate is attached and form part of this
Report and is annexed as Annexure VII.
38) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a period of seven years from the due
date is required to be transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government.
There are no amounts that are due to be transferred to Investor
Education and Protection Fund by the Company.
39) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Conservation of Energy
1. Steps taken or impact on conservation of Energy:
The Operations of the Company are not energy intensive. However
adequate measures have been initiated for conservation of energy.
2. The steps taken by the Company for utilizing alternate source of
energy:
Though the operations of the Company are not energy intensive, the
Company promotes green energy and energy saving initiatives among its employees.
3. The Capital Investments on energy conservation equipments by the
Company: Nil
Technology Observation
i. The efforts towards technology absorption:
The minimum technology required for the business has been absorbed, the
Company has also adopted an online enterprise wide Human Resource system which eliminates
manual working, encourages paperless working & easy availability of data on the
system.
ii. The benefit derived like product improvement, cost reduction,
product development or import substitution - encourages paperless working & reduces
manual working.
iii. In case of imported technology (imported during last three years
reckoned from the beginning of the Financial Year): Nil
iv. The expenditure incurred on Research & Development: Nil
Foreign Exchange Earnings and outgo
|
Foreign Exchange Earnings
and Outgo during the year |
|
2022-23 |
2021-2022 |
| Foreign Exchange Earning (in Rs.) |
- |
-- |
| Foreign Exchange outgo (in Rs.) |
- |
-- |
40) HEALTH & SAFETY
The Company's health and safety measures comprises of guidelines and
standardized practices, based on robust processes. It advocates proactively improving its
management systems, to minimize health and safety hazards, thereby ensuring compliance in
all operational activities.
To minimise and mitigate risks related to Fire Safety and Physical
Security, the Company has taken up various safety initiatives that includes:
• First Aid and fire safety trainings for all employees.
• Covid-19 SoP has been formalized and deployed across the Offices
of the Company
41) ENVIRONMENT AND SAFETY
Your Company is conscious of the importance of environmentally clean
and safe operations. Your Company's policy requires conduct of operations in such a
manner, so as to ensure safety of all concerned, compliances of environmental regulations
and preservation of natural resources.
42) ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important
stakeholders. Accordingly, your Company's operations are committed to the pursuit of
achieving high levels of operating performance and cost competitiveness, consolidating and
building for growth, enhancing the productive asset and resource base and nurturing
overall corporate reputation. Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively impact the
socio-economic and environmental dimensions and contribute to sustainable growth and
development.
43) ANNUAL LISTING FEES
The Company affirms that the annual listing fees for the financial year
2023-24 have been paid to M/s. BSE Limited (Bombay Stock Exchange).
Your Company has also paid its annual custodial fees to M/s. National
Securities Depository Limited (NSDL) and M/s. Central Depository Services (India) Limited
(CDSL).
44) CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKTRUPCY CODE, 2016 (IBC)
No corporate insolvency resolution processes were initiated against the
Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
45) INDUSTRY BASED DISCLOSURE AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry
based disclosures is not required.
46) FAILURE TO IMPLEMENT CORPORATE ACTIONS
During the year under review, no corporate actions were done by the
Company, which have failed to be implemented.
47) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT OF ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS & FINANCIAL INSTITUTIONS, IF
ANY
During the year under review, there has been no one time settlement of
loans taken from banks and financial institutions.
48) INSURANCE
The properties and assets of your Company are adequately insured.
49) ACKNOWLEDGEMENT
The members of the Board of Directors wish to place on record their
sincere appreciation for the devoted services rendered by all the employees and the
continued co-operation and confidence of shareholders.
The Board expresses their sincere thanks to the Bankers, Government and
Semi-Government Authorities, Esteemed Customers, Suppliers, Business Associates and all
other well-wishers for their consistent contribution at all levels to ensure that the
Company continues to grow and excel.
| Sd/- |
Sd/- |
| Deepak Nayak Ranjan |
Surendra Kumar Kulhari |
| Director |
Director |
| DIN : 08406471 |
DIN : 00727964 |
| Place : Mumbai |
|
| Date: August 11, 2023 |
|
|