Directors Report
Dear Members,
The Board of Directors ("Board") of EFC (I) Limited ("Company") with immense pleasure
present their report on the business and operations of your Company for the financial year
2022-23. This Report is being presented along with the audited financial statements for the
year.
FINANCIAL HIGHLIGHTS
The financial summary on standalone basis for year ended is as follows:
| |
For the current
yearended
31st March, 2023
|
For the previous
year ended
31st March, 2022
|
|
Revenue from operations
|
699.50
|
-
|
|
Other Income
|
3.73
|
10.59
|
|
Total Income
|
703.23
|
10.59
|
|
Expenditure
|
594.72
|
8.86
|
|
Profit / (Loss) for the year Before Tax
|
108.51
|
1.91
|
|
Less: Provision for Taxation
|
59.42
|
0.65
|
|
Net Profit/(Loss) After tax
|
49.09
|
1.26
|
The financial summary on consolidated basis for year ended is
as follows:
| |
For the current
year ended
31st March, 2023
|
For the previous
year ended
31st March, 2022
|
|
Revenue from operations
|
10,321.35
|
-
|
|
Other Income
|
84.52
|
10.59
|
|
Total Income
|
10,405.87
|
10.59
|
|
Expenditure
|
9,687.01
|
8.68
|
|
Profit / (Loss) for the year Before Tax
|
718.86
|
1.91
|
|
Less: Provision for Taxation
|
332.61
|
0.65
|
|
Net Profit/(Loss) After tax
|
386.25
|
1.26
|
NUMBER OF MEETINGS OF THE BOARD
During the year, 21 meetings of the Board were held. Details of the meetings are given
in Corporate Governance Report.
STATE OF COMPANY'S AFFAIRS(a) Based on Standalone financials
During the year under review, the Company has achieved turnover of Rs. 699.50 Lakh as
against no turnover in the previous year. After deducting total expenditure aggregating
to Rs. 594.72 Lakh, the Company has earned profit after tax of Rs. 49.09 Lakh as against
profit of Rs. 1.26 Lakh of the previous year.
(b) Based on Consolidated financials
During the year under review, the Company has achieved turnover of Rs. 10,321.35 Lakh as
against no turnover in the previous year. After deducting total expenditure aggregating to
Rs. 9,687.01 Lakh, the Company has earned profit after tax of Rs. 386.25 Lakh as against
profit of Rs. 1.26 Lakh of the previous year.
THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES
The amount which is carried to any reserves, if any, is duly disclosed in Balance Sheet and
Notes to Balance Sheet as part of Financial Statements.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relate on
the date of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments under the provisions of section 186 of the
Companies Act, 2013, are disclosed in Balance Sheet and Notes to Balance Sheet as part of
Financial Statements.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company does not have any Risk Management Policy as the elements of risk
threatening the Company's existence are very minimal.
CHANGE IN THE NATURE OF BUSINESS
In the FY 2022-23, the Company has changed its object clause, the new object of the
Company is as follows:
1. To carry on business of developing, buying, selling or renting out serviced and
virtual office space, meeting rooms, office equipment, storage facilities, software
development centers, network infrastructure, business executive suites, furnished
meeting space and any other infrastructure projects including software parks,
health care centers etc.
2. To carry on business of software development, web site development, training,
exporting, importing, buying, selling, distributing or otherwise deal in any other
manner in computer software, computer programming, system software, data
processing, data entry data warehousing, systems, software procedures, peripheral
products, to commercialize the results in the areas of software engineering,
generating technology, software development, and methodology.
DIRECTORS AND KEY MANAGERIAL PERSON
Following changes took place on the board of the company during
the year:
|
Name
|
Designation
|
Appointment/Cessation/Change in
Designation
|
Date
|
|
Mr. Umesh Kumar Sahay
|
Additional Director
|
Appointment
|
06-05-2022
|
|
Mr. Anish Shah
|
Managing Director
|
Cessation
|
26-05-2022
|
|
Mr. Keyur J Parikh
|
Independent Director
|
Cessation
|
26-05-2022
|
|
Ms. Aashini Anish Parikh
|
Non Executive
Director
|
Cessation
|
26-05-2022
|
|
Mr. Jainik Girishchandra
Shah
|
Independent Director
|
Cessation
|
26-05-2022
|
|
Mr. Sohit Kumar Mehta
|
Company Secretary
|
Cessation
|
26-05-2022
|
|
Mr. Abhishek Narbaria
|
Additional Director
|
Appointment
|
26-05-2022
|
|
Mr. Nikhil Dilipbhai
Bhuta
|
Additional
Independent Director
|
Appointment
|
26-05-2022
|
|
Ms. Gayathri Srinivasan Iyer
|
Additional
Independent Director
|
Appointment
|
26-05-2022
|
|
Mr. Uday Tushar Vora
|
Chief Financial Officer
|
Appointment
|
26-05-2022
|
|
Ms. Rupal Pankaj Dedhia
|
Company Secretary &
Compliance Officer
|
Appointment
|
27-05-2022
|
|
Mr. Umesh Kumar Sahay
|
Managing Director
|
Change in Designation
|
01-07-2022
|
|
Mr. Abhishek Narbaria
|
Whole-time Director
|
Change in Designation
|
01-07-2022
|
|
Mr. Abhishek Narbaria
|
Director
|
Change in Designation
|
16-07-2022
|
|
Mr. Umesh Kumar Sahay
|
Director
|
Change in Designation
|
16-07-2022
|
|
Mr. Nikhil Dilipbhai
Bhuta
|
Independent Director
|
Change in Designation
|
16-07-2022
|
|
Ms. Gayathri Srinivasan Iyer
|
Independent Director
|
Change in Designation
|
16-07-2022
|
|
Mr. Rajesh Chandrakant
Vaishnav
|
Additional
Independent Director
|
Appointment
|
13-08-2022
|
|
Mr. Rajesh Chandrakant
Vaishnav
|
Independent Director
|
Change in Designation
|
30-09-2022
|
|
Mr. Nikhil Dilipbhai
Bhuta
|
Whole-time Director
|
Change in Designation
|
30-09-2022
|
|
Ms. Rupal Pankaj Dedhia
|
Company Secretary &
Compliance Officer
|
Cessation
|
19-10-2022
|
|
Mr. Aman Kumar Gupta
|
Com pany Secretary &
Compliance Officer
|
Appointment
|
20-10-2022
|
|
Mr. Mangina Srinivas Rao
|
Additional
Independent Director
|
Appointment
|
26-12-2022
|
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
The Auditors has not reported any frauds under sub-section (12) of section 143 other than
those which are reportable to the central government.
DEPOSITS
The company has not accepted any deposit during the financial year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN
FUTURE
During the year, no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal financial controls to ensure
that all assets are safeguarded and protected against loss from unauthorized use or
disposition, and that transactions are authorized, recorded, and reported correctly. The
internal control system is supplemented by extensive programme of audit, review by
management, and documented policies, guidelines and procedures.
INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No application made or no any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year.
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
The disclosure is not applicable on the Company.
RELATED PARTY TRANSACTIONS/ DISCLOSURE
The Company has not entered into any related party transaction as provided in sub-section
(1) of section 188 of the Companies Act, 2013 which is not in its ordinary course of business
or not on arms length basis. Hence, in accordance of proviso four of sub-section (1) of
section 188 of the Companies Act, 2013, the sub-section (1) of section 188 of the
Companies Act, 2013 is not applicable for the financial year.
DIVIDEND
The Board regrets to declare any dividend.
WEBADDRESS
The copy of Annual Return referred to in sub-section (3) of section 92 of the Companies
Act, 2013 is placed on website of the Company. The web-link of the Annual Return is
https://www.efclimited.in/Investor-relation.html
PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES
Disclosure pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 during the year.
|
Sl.No.
|
Name
|
Designation
|
Remuneration
|
nature of
employment,
whether
contractual or
otherwise
|
qualifications
and
experience of
the
employee
|
date of
commencement
|
age
|
last
employment
|
percentage
of equity
shares
held
|
relative of
any
director or
manager
|
|
1
|
Mr. Uday
Tushar
Vora
|
Chief Financial
Officer
|
11,25,200
|
Regular
|
MBA
|
26.05.2022
|
34
|
Brantford
Assets India
LLP
|
Nil
|
No
|
|
2
|
Mr. Aman
Kumar
Gupta
|
Company
Secretary &
Complian ce
Officer
|
4,83,677
|
Regular
|
FCS,
LL.B,
M.Com;
7.5
Years
|
20.10.2022
|
29
|
Company
Secreta ry -
Denim
Developers
Limited
|
Nil
|
No
|
|
3
|
Ms. Rupal
Pankaj
Dedhia
|
Company
Secretary &
Complian ce
Officer
|
94,693
|
Regular
|
CS
|
27.05.2022
|
33
|
-
|
Nil
|
No
|
|
4
|
Mr. Sohit
Kumar
Mehta
|
Company
Secretary &
Complian ce
Officer
|
18,667
|
Regular
|
CS
|
15.09.2014
|
35
|
-
|
Nil
|
No
|
PARTICULARS OF REMUNERATION
Details pertaining to remuneration as required under section 197(12) of the Companies Act,
2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
The percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the financial year 2022-23, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial
year 2022-23 and the comparison of remuneration of each Key Managerial Personnel
(KMP) against the performance of the Company are as under:
|
Sr.
No.
|
Name of Director/ KMP
and Designation
|
Remuneration of
Director/KMP for
financial year 2022-23
|
% Increase/ (Decrease)
in Remuneration in the
Financial Year 2022-23
|
Ratio of remuneration
of each Director/ to
median remuneration
of employees
|
|
1
|
Mr. Uday Tushar Vora
|
11,25,200
|
NA
|
NA
|
|
2
|
Mr. Aman Kumar Gupta
|
4,83,677
|
NA
|
NA
|
|
3
|
Ms. Rupal Pankaj Dedhia
|
94,693
|
NA
|
NA
|
|
4
|
Mr. Sohit Kumar Mehta
|
18,667
|
Nil
|
NA
|
(a) The median remuneration of employees of the Company during the financial year
was Rs. 59,847 per month or Rs. 7,18,161 per year, calculated on the basis of monthly
salary, as employees worked for part of the year.
(b) In the financial year, there was no increase in the median remuneration of
employees;
(c) There were two permanent employees on the rolls of Company as on March 31,
2023;
(d) In the Financial year, no increment made in the salaries of employees including
managerial personnel. Hence, the comparison between percentile increase in the
managerial remuneration and percentile increase in the salaries of employees and
their justification is not applicable.
EXPLAINATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITOR IN ITS REPORT
The Statutory Auditor has not made any qualification, reservation or adverse remark or
disclaimer in its report.
EXPLAINATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE
IN ITS SECRETARIAL AUDIT REPORT
The Secretarial Audit report of the Company is annexed herewith as Annexure-1 to the
Report. Point- wise explanation or comment on qualification, reservation or adverse remark
or disclaimer made by the Secretarial Auditor in its report is as follows:
|
qualification, reservation or adverse
remark or disclaimer
|
explanation or comment
|
|
The company has filed form MGT-14 for appointment
of internal Auditors with the delay of 280 days under
rule 8 of section 179 (3) read with
section 117 (3) of Companies Act, 2013
|
The Company has taken over by new promoters,
management during the financial year 2022-23. The
Company has also acquired 100%
shareholding of EFC Limited by SWAP of shares during
the financial year 2022-23. As the process of
subsidiarization, SWAP of Shares and Change in
Management were taking place at that time, hence,
Form MGT-14 which are required to file with Registrar
of Companies/ Ministry of Corporate Affairs got
delayed.
However, the management of the Company has filed
all the applicable returns with the concerned authority
and no return is pending for filing.
The management will take utmost care in this regard,
so such incidence will not happen in future.
|
|
The Company has entered related party transaction
of Rs. 1.70 Lakhs with Brantford Limited but approval
of members yet to be taken according to provision of
regulation 23(4) of SEBI
(Listing obligation and Disclosure requirement)
Regulation, 2015.
|
The Company has taken approval for related party
transactions including transaction with Brantford
limited through Postal Ballot on July 15, 2023.
|
|
The Company is under process of filing FC-GPR return
on FDI received on allotment of 1,50,000 equity
shares (by way of swap of shares) made on August
18, 2022 to NAV Capital Emerging Star
Fund and allotment of 1,65,000 & 20,000 Equity
Shares (by way of conversion of warrants) made on
September 10, 2022 & December 13, 2022 to Aegis
Investment Fund, PCC & Mr. Vineet Arora respectively
under preferential issue approved by
Members on July 16, 2022 (EGM) because of FIRC and
KYC of Investors are not yet received from Axis
Bank (AD bank).
|
The delay is happened due to delay in receipt of FIRC
and KYC of Investors from the bank, the Company is
in process to obtain the same at earliest and will file
FC-GPR return.
|
The Secretarial Audit report of the Material Subsidiary Company i.e. EFC Limited is annexed
herewith as Annexure-2 to the Report. Point-wise explanation or comment on qualification,
reservation or adverse remark or disclaimer made by the Secretarial Auditor in its report is
as follows:
|
qualification, reservation or adverse remark or
disclaimer
|
explanation or comment
|
|
The company has filed form AOC-4 for filing of
financial statement and other documents with the
Registrar with the delay of 12 days under section
137 of the Companies Act, 2013 and sub-rule (1)
of Rule 12 of Companies
|
EFC Limited has become wholly-
owned subsidiary of EFC (I) Limited
(formerly known as Amani Trading and
Exports Limited) during the financial
year 2022-23.
|
|
(Accounts) Rules, 2014.
|
As the process of subsidiarization,
SWAP of Shares and Change in
Management were taking place at
that time, hence, some of
returns which are required to file with
Registrar of Companies/ Ministry of
Corporate Affairs got delayed by few
days.
However, the management of the
Company has filed all the applicable
returns with the concerned authority
and no return is pending for filing.
The management will take utmost care
in this regard, so such incidence will
not happen in future.
|
|
The company has filed form AOC-4 CFS for filing
of consolidated financial statement and other
documents
with the Registrar with the delay of 13 days under
section
137 of the Companies Act, 2013 and Rule 12 of
Companies (Accounts) Rules, 2014.
|
|
The company has filed form MGT-14 relating to
Board Resolution for approval of Standalone and
Consolidated financial statements and Boards'
report for the financial year 2021-22 with the
delay of 1 day under section 179
(3) read with section 117 (3) of Companies Act,
2013.
|
|
The company has filed form SH-7 for Redemption
of redeemable preference shares with the delay
of 25 days under section 64(1) of Companies Act,
2013 read with rule 9 of the Companies (Share
Capital and Debentures) Rules, 2014.
|
|
The Company was under process of
dematerialization of entire holding of promoters
during it has issued 12,500
Equity shares on 12th May, 2022 on private
placement basis.
|
As mentioned above, process of
subsidiarization, SWAP of Shares and
Change in Management were taking
place at that time the dematerialization
of promoter holding got delayed.
However, all share of the Company are
now in demat form only.
|
|
The Company is under process of filing FC-GPR
return on FDI received on allotment of 1,875
equity shares made on June 10, 2022 to NAV
Capital VCC - NAV Capital Emerging Star Fund
under Private Placement approved by
Members on May 16, 2022 (EGM) because of
mismatch in the name of Allottee in the FIRC and
Special Resolution.
|
The delay is happened due to
mismatch in the name of Allottee in
the FIRC and Special Resolution, the
Company is in process of filing FC-
GPR return.
|
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from each independent director under
sub-section (7) of section 149 of the Companies Act, 2013 that they meets the criteria of
independence as provided in sub-section (6) of section 149 of the Companies Act, 2013.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The policy on director's appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under sub-section (3) of section 178 is available on web-link www.efclimited.in
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Consider the business activities of the Company the requirement relating to providing the
particulars relating to conservation of energy and technology absorption stipulated in Rule
8 of the Companies (Accounts) Rules 2014 required to be furnished under section 134
(3)(m) of the Companies Act, 2013 is not applicable. Particulars of foreign currency
earnings and outgo during the year are Nil.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable to the Company for financial year 2022¬
23.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on the end of financial year, details of subsidiaries, joint ventures and associate
companies is as follows:
|
Sr. No.
|
Name of Entity
|
Relation
|
|
1
|
EFC Limited*
|
Subsidiary
|
|
2
|
Whitehills Interior Limited*
|
Subsidiary
|
|
3
|
EFC Tech Space Private Limited*
|
Step-down Subsidiary
|
|
4
|
Rubic Tech Space LLP*
|
Step-down Associate
|
|
6
|
M/s Monarch Workspace*
|
Step-down Associate
|
*Become subsidiaries, joint ventures and associate during the year.
The particulars of subsidiaries, joint ventures and associate companies are furnished in
Form AOC-1 forms part of Consolidated Financial Statements in compliance with Section
129 and other applicable provisions, if any, of the Companies Act, 2013.
OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
OF THE INDEPENDENT DIRECTOR
In the opinion of the Board all the Independent Directors including Independent Directors
appointed during the year, if any, are person of integrity and has expertise and experience
in relevant field. Further, all the independent directors has cleared proficiency self¬
assessment test conducted by the Indian Institute of Corporate Affairs.
ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of
performance of the board, its committees and individual directors. The result of the
evaluation is satisfactory and adequate and meets the requirement of the Company.
MAINTAINANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013.
DISCLOSURE ON AUDIT COMMITTEE
Composition of Audit Committee under section 177 of the Companies Act, 2013 is as follows:
|
Name
|
Designation
|
|
Ms. Gayathri Srinivasan Iyer
|
Chairperson
|
|
Mr. Rajesh Chandrakant Vaishnav
|
Member
|
|
Mr. Nikhil Dilipbhai Bhuta
|
Member
|
DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013
the Board hereby state that-
(a) in the preparation of the annual accounts, the applicable accounting standards had 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 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 of the
company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
counting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) 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
(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.
CORPORATE GOVERNANCE REPORT
Corporate Governance Report pursuant to Part C of Schedule V of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached
to this report as Annexure-3
COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER
Compliance Certificate by Chief Financial Officer pursuant to regulation 17(8) and Part B of
Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached to this report as Annexure-4
DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT
The Company has received confirmations from all the Board of Directors as well as
Senior Management Executives regarding compliance of the Code of Conduct during
the year under review. A declaration by the Chief Financial Officer affirming compliance
of Board Members and Senior Management Personnel to the Code is attached to this
report as Annexure-5
COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY
Compliance Certificate regarding compliance of conditions of Corporate Governance by
Practicing Company Secretary pursuant to Part E of Schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is attached to this report as Annexure-6
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is part of the Annual Report.
On Behalf of the Board of
Directors For EFC (I) Limited
Umesh Kumar Sahay
Chairman and Managing
Director (DIN: 01733060)
Date: September 5, 2023
Place: Pune
|