The Directors take pleasure in presenting before you the 14th (Fourteenth) Annual Report
of the Company together with the Audited Financial Statement and Auditor’s Report thereon
for the Financial Year ended on 31st March, 2024.
1. FINANCIAL SUMMARY/ HIGHLIGHTS
The performance of the Company for the financial year ended 31st March, 2024 is
summarized below:
(? In lakhs)
| |
Consolidated
|
Standalone
|
|
Particulars
|
For the year
ended
31.03.2024
|
For the year
ended
31.03.2023
(Restated)
|
For the year
ended
31.03.2024
|
For the year
ended
31.03.2023
(Restated)
|
|
Revenue from operations
|
72,891.50
|
33,810.20
|
72,606.54
|
33,392.14
|
|
Other Income
|
908.96
|
356.04
|
1,346.57
|
473.37
|
|
Total Income
|
73,800.46
|
34,166.24
|
73,953.11
|
33,865.51
|
|
Less: Interest
|
2,251.73
|
835.49
|
1,695.58
|
767.08
|
|
Less: Depreciation
|
608.44
|
230.41
|
608.44
|
230.41
|
|
Profit before Tax (PBT)
|
14,698.65
|
7741.26
|
15,457.40
|
7,561.32
|
|
Less: Current Tax
|
4,135.04
|
2023.88
|
4,135.04
|
1,993.43
|
|
Less: Deferred Tax
|
(86.63)
|
(31.19)
|
(87.34)
|
(41.91)
|
|
Less: Short & Excess
Provision For Income Tax
|
4.60
|
3.36
|
1.47
|
3.36
|
|
Net Profit after Tax
|
10,645.64
|
5,745.21
|
11,408.23
|
5606.44
|
|
Non Controlling interest- Share
in Profit/(Loss) for the year (VI)
|
(197.46)
|
36.08
|
-
|
-
|
|
Other Comprehensive Income
|
4.35
|
(8.66)
|
4.35
|
(8.66)
|
|
Total Comprehensive
Income
|
10,649.99
|
5,736.55
|
11,412.58
|
|
2. THE STATE OF COMPANY AFFAIRS
The company's performance has witnessed remarkable growth over the past year. In March
2024, the company's income surged to ? 73,953.11 lakhs, compared to ? 33,865.51 lakhs
in March 2023, representing a significant increase of 118%. Moreover, the PBT in March
2024 reached an impressive ? 15,457.40 lakhs, a substantial rise from ? 7,561.32 lakhs
profit recorded in March 2023, representing a significant increase of 104%. These robust
financial indicators exemplify the company's exceptional performance and sustained
success.
Your Company has withdrawn the earlier Draft Red Herring Prospectus (“DRHP”) filed with
SEBI, NSE and BSE and subsequently has filed a fresh DRHP on 26.06.2024.
3. DIVIDEND
No dividend is recommended / declared by the Board for the financial year ended 31st
March, 2024 in order to facilitate expansion.
4. RESERVES
The Board has not transferred any amount to reserves out of the profits for the financial year 1
ended 31st March, 2024.
5. SHARE CAPITAL
AUTHORISED SHARE CAPITAL
During the period under review, the Authorized Share Capital of the Company was
increased from ? 40,00,00,000 (Rupees Forty Crores Only) divided into 4,00,00,000 (Four
Crore) Equity Shares of ? 10/- (Rupees Ten) each to ?180,00,00,000/- (Rupees One
Hundred and Eighty Crores Only) divided into 18,00,00,000 (Eighteen Crore) Equity Shares
of? 10/- (Rupees Ten) each.
As on date, the Authorised Share Capital of the Company is ? 185,00,00,000/- (Rupees One
Hundred and Eighty Five Crores Only) divided into 18,50,00,000 (Eighteen Crore and Fifty
Lakhs) Equity Shares of? 10/- (Rupees Ten) each
ISSUED SHARE CAPITAL
During the period under review, the Company has raised money via Private Placement by
issuing 17,50,000 Equity Shares having face value of Rs. 10 each at a price of Rs. 332 each
(including premium of Rs. 322 each), ranking pari passu with the existing Equity Shares.
ISSUE OF BONUS SHARES
During the period under review, the Company has issued and allotted the bonus shares to
the equity shareholders of the Company as follows:
|
Date of
Allotment
|
Bongs Issue Ratio
|
No. of Equity
Shares Allotted
|
Face Value
(in ?)
|
|
30th March, 2024
|
4:1 i.e. Four (4) Equity Shares for
one (1) Equity Share held
|
10,94,80,000
|
10
|
SUBSCRIBED AND PAID-UP
As on 31st March, 2024, the issued, subscribed and paid-up capital of the Company is
?136,85,00,000/- (Rupees One Hundred Thirty Six Crores and Eighty Five Lakhs Only)
divided into 13,68,50,000 (Thirteen Crores Sixty Eight Lakhs and Fifty Thousand) Equity
Shares of ? 10/- (Rupees Ten) each.
6. CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the business in the financial year under review.
7. SUBSIDIARY COMPANY / JOINT VENTURES
During the period under review, the Company has:
(i) Three (3) Subsidiary Companies:
a. EIEPL Bareilly Infra Engineers Private Limited is incorporated as a Special
Purpose Vehicle (SPV) for the EPC of three STPs having 42 MLD, 20 MLD & 1
MLD capacities at Bareilly under Bareilly Municipality, a project initiated by
Government of Uttar Pradesh through Uttar Pradesh Jal Nigam and the National
Mission for clean Ganga.
b. EIEL Mathura Infra Engineers Private Limited, is incorporated on 06.09.2023 as a
Special Purpose Vehicle (SPV), for the EPC of 60 MLD STP at Gokul Barrage in
Mathura under Mathura - Vrindavan Municipality, a project initiated by
Government of Uttar Pradesh through Uttar Pradesh Jal Nigam and the National
Mission for Clean Ganga. The Company has yet to commence its operations.
c. Enviro Infra Engineers (Saharanpur) Private Limited, is incorporated on
08.03.2024 as a Special Purpose Vehicle (SPV) for the development of 135 MLD
STP at Pinjora Village in Saharanpur, a project initiated by Government of Uttar
Pradesh through Uttar Pradesh Jal Nigam and the National Mission for Clean
Ganga. Pursuant to the Companies Act, 2013, its Financial Year will close on
31.03.2025. The Company has yet to commence its operations.
(ii) The Company does not have any Joint Venture Company. However there are Five (5)
Joint Control Operations namely (i) EIEPL-HNB JV, (ii) HNB-EIEPL JV, (iii) EIEPL-
LCIPPL-ABI JV, (iv) BIPL-EIEPL JV (v) EIEPL-ABI JV, which became the part of
Standalone Financial Statements.
The Company does not have any Associate Company.
A statement providing details of performance and salient features of the financial statements
of Subsidiary Company / Joint Ventures, as per Section 129(3) of the Act, is provided in the
consolidated financial statement and therefore not repeated in this Report to avoid
duplication.
The financial statements of the subsidiary, as required, are available on the Company’s
website and can be accessed at www.eiel.in.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is
available on the Company's website and can be accessed at www.eiel.in.
8. PUBLIC DEPOSITS
The Company has not accepted any deposits during the year under review which falls under
the purview of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014.
However, pursuant to Rule 2 (viii) of the Companies (Acceptance of Deposits) Rules, 2014,
the Company has received an interest free unsecured loan of Rs. 36 Lakhs and Rs. 1.89
Crore from Mr. Sanjay Jain and Mr. Manish Jain, Directors of the Company, respectively.
The entire amount has been repaid till March, 2024.
Further, the said Directors have furnished to the company at the time of giving the money,
a declaration in writing to the effect that the amount is not being given out of funds acquired
by them by borrowing or accepting loans or deposits from others.
9. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNELS (KMPs)
As on 31st March, 2024, the Board of Directors of the Company had a good and diverse mix
of Executive and Non-Executive Directors comprised of the following members:
|
S. No.
|
Name of the Director
|
DIN
|
Designation
|
|
1.
|
Mr. Sanjay Jain
|
02575734
|
Chairman & Whole Director
|
|
2.
|
Mr. Manish Jain
|
02671522
|
Managing Director
|
|
3.
|
Mrs. Ritu Jain
|
09583136
|
Non - Executive Director
|
|
4,
|
Dr. Rajesh Mohan Rai
|
09050751
|
Independent Director
|
|
5.
|
Mr. Aseem Jain
|
09708228
|
Independent Director
|
|
6.
|
Mr. Anil Goyal
|
00110557
|
Independent Director
|
None of the Directors of the Company are disqualified under the provisions of Companies
Act, 2013.
Changes in the Board during the year:
No change in the Board of Directors during the year.
However the following changes took place in the composition of the Board after the closure
of the financial year:
1. Dr. Rajesh Mohan Rai (DIN: 09050751) resigned on 08.05.2024 due to illness.
2. Mrs. Nutan Guha Biswas (DIN: 03036417) was appointed as Additional Director (Non¬
Executive and Independent Director) w.e.f. 15.06.2024 and her appointment as
Independent Director for a period of five consecutive years was confirmed by the
shareholders of the Company in the EGM held on 17.06.2024.
Director Retiring by Rotation
Mr. Sanjay Jain (DIN: 02575734) and Mr. Manish Jain (DIN: 02671522), retires by rotation
at the ensuing AGM and being eligible, offers themselves for re-appointment. Accordingly,
a resolution is included in the Notice of the forthcoming Annual General Meeting of the
Company for seeking approval of members for their re-appointment as a Director of the
Company.
Key Managerial Personnels (KMPs)
1. Mr. Sunil Chauhan is Chief Financial Officer (CFO) of the Company.
2. Mr. Piyush Jain (ACS 57000) is Company Secretary & Compliance Officer of the
Company.
There has been no change in the KMPs of the Company during the year.
Declaration by Independent Directors
Declarations pursuant to Sections 164(2) and 149(6) of the Companies Act, 2013 (“Act”)
and that they have registered their names in the Independent Directors’ Databank by all the
Independent Directors of the Company have been made. Further Company has also
received statements from all the Independent Directors that they have complied with the
Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In the
opinion of the Board, the Independent Directors hold the highest standard of integrity and
possess the requisite qualifications, experience, expertise and proficiency.
10. AUDITORS AND AUDITOR’S REPORT
(I) Statutory Auditors and Auditor’s Report
M/s PVR & Co., Chartered Accountants, (FRN: 013191N), who were appointed as the
Statutory Auditors of the Company for a period of 5 years till the conclusion of 14th AGM,
had resigned on 21.10.2023.
Pursuant to Section 139 of the Companies Act, 2013, M/s S. S Kothari Mehta & Co.,
Chartered Accountants, (FRN: 000756N), were appointed as Statutory Auditors of the
Company to fill the casual vacancy for the period ended 31.03.2024 and shall hold office
till the conclusion of the ensuing Annual General Meeting.
The report of the Statutory Auditors on Financial Statements for the year under review
forms part of the Annual Report and there are no auditor’s qualifications, reservation,
adverse remark or disclaimer in the audit report for the financial year ended 31st March,
2024.
There have been no instances of fraud reported by the Statutory Auditor during the
financial year 2023-24 under Section 143(12) of the Act (including any statutory
modification(s) or re- enactment(s) for the time being in force) read with rules framed
thereunder, either to the Company or to the Central Government.
After evaluating and considering various factors such as industry experience,
competency of the Audit Team, efficiency in conduct of audit, Independence etc, the
Board of Directors on the recommendation of the Audit Committee, in its meeting held
on 28.08.2024 proposed the appointment of M/s S S Kothari & Co. LLP, Chartered
Accountants, for a term of 5 years as Statutory Auditors, at a remuneration as may be
mutually agreed between the Board of Directors, upon the recommendation of the Audit
Committee and Statutory Auditors. M/s S S Kothari & Co. LLP have consented to their
appointment as Statutory Auditors and have confirmed that if appointed, their
appointment will be in accordance with Section 139 read with Section 141 of the Act.
The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for
approval by the Members. None of the Directors and Key Managerial Personnel of the
Company or their relatives is, in any way, concerned or interested in the Resolution set
out at Item No. 4 of the Notice.
(II) Secretarial Audit
Pursuant to Section 204 of the Companies Act, 2013 and the rules made thereunder,
the Board had appointed M/s Jain Alok & Associates, Company Secretaries, New Delhi
(C.P No. 14828) as Secretarial Auditors of the Company for the financial year 2023-24.
The Secretarial Audit Report for the F.Y. 2023-24 received from the Secretarial Auditors,
is attached as Annexure-1 to this Board's Report. The Secretarial Audit Report does
not contain any qualification or reservation or adverse remark or disclaimer.
(III) Cost Auditors and Cost Records
Maintenance of cost records, as specified by the Central Government under Section
148(1) of the Companies Act, 2013 is not applicable to the Company.
11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has in place adequate internal control systems commensurate with the size
of its operations. Internal control systems comprising of policies and procedures are
designed to ensure sound management of your Company’s operations, safekeeping of its
financial information and compliance. The Company has also appointed an external
Internal Auditor as per the provisions of the Companies Act, 2013. The Company’s internal
audit process covers all significant operational areas and reviews the Process and Control.
Further, systems and procedures are periodically reviewed to keep pace with the growing
size and complexity of your Company’s operations.
12. BOARD / COMMITTEE DETAILS
(I) Number of Board Meetings
During the year, Eight (8) Board Meetings were held in hybrid mode with clearly
defined agenda circulated well in advance before each meeting. The maximum interval
between two meetings did not exceed 120 days, as prescribed in the Companies Act,
2013. The necessary quorum was present at all the meetings.
The details of board meetings held during the financial year 2023-24 are given below:
|
No. of Board
Meetings
|
Board Meetings
held on
|
Board
Strength
|
No. of Directors
Present
|
% of
Attendance
|
|
1.
|
17.05.2023
|
6
|
5
|
84
|
|
2.
|
11.07.2023
|
6
|
6
|
100
|
|
3.
|
11.09.2023
|
6
|
6
|
100
|
|
4.
|
13.09.2023
|
6
|
6
|
100
|
|
5.
|
30.09.2023
|
6
|
6
|
100
|
|
6.
|
06.11.2023
|
6
|
6
|
100
|
|
7.
|
29.02.2024
|
6
|
5
|
84
|
|
8.
|
26.03.2024
|
6
|
5
|
84
|
Details of attendance of Directors at Board Meetings held during the period under
review and at the last Annual General Meeting (AGM) held on 30th September, 2023
are given below:
|
S.
No.
|
Name of
Director
|
DIN
|
Category
|
No. of Board
Meetings held /
attended during
their respective
tenure
|
Attendance
at last AGM
(30.09.2023)
|
|
1.
|
Mr. Sanjay
Jain
|
02575734
|
Chairman &
Whole Time
Director
|
8/8
|
Yes
|
|
2.
|
Mr. Manish
Jain
|
02671522
|
Managing
Director
|
8/6
|
Yes
|
|
3.
|
Mrs. Ritu Jain
|
09583136
|
Non -
Executive
Director
|
8/7
|
Yes
|
|
4.
|
Dr. Rajesh
Mohan Rai
(Resigned w.e.f.
08.05.2024)
|
09050751
|
Independent
Director
|
8/8
|
Yes
|
|
5.
|
Mr. Aseem
Jain
|
09708228
|
Independent
Director
|
8/8
|
Yes
|
|
6.
|
Mr. Anil Goyal
|
00110557
|
Independent
Director
|
8/8
|
Yes
|
(II) Meeting of Independent Directors
A separate meeting of Independent Directors was held on 29.03.2024 in accordance
with the requirements of Section 149 & Schedule IV of the Companies Act, 2013. In
the said meeting the Independent Directors, inter alia, reviewed the performance of
Executive Directors, Non-Executive Directors (other than Independent Directors),
Chairman and the Board as a whole. All the Independent Directors attended the
meeting.
The detail of familiarization programmes is available on the Company’s website
www.eiel.in.
(III) Audit Committee
The Company has in place the Audit Committee, it’s composition and terms of
reference in line with the provisions of Section 177 of the Companies Act, 2013. The
members of the Audit Committee have requisite financial and management expertise.
Six (6) meetings were held during the year. All the recommendations made by the
Audit Committee were accepted by the Board.
The composition and the attendance of the members at the Audit Committee
meetings held during the financial year 2023-24, are given below:
|
S. No.
|
Meeting Date
|
Director Name & Position
|
|
Mr. Anil Goyal
(Chairman)
|
Mr. Aseem Jain
(Member)
|
Mr. Manish Jain
(Member)
|
|
1.
|
17.05.2023
|
Yes
|
Yes
|
Yes
|
|
2.
|
11.07.2023
|
Yes
|
Yes
|
Yes
|
|
3.
|
11.09.2023
|
Yes
|
Yes
|
Yes
|
|
4.
|
30.09.2023
|
Yes
|
Yes
|
Yes
|
|
5.
|
06.11.2023
|
Yes
|
Yes
|
Yes
|
|
6.
|
26.03.2024
|
Yes
|
Yes
|
Yes
|
The Company Secretary acts as the Secretary of the Committee.
Vigil Mechanism
The Company has formulated a Whistle Blower / Vigil Mechanism Policy in terms of
Section 177(9) and (10) of the Companies Act, 2013, to provide a formal mechanism
to the Directors and employees to report their genuine concerns about unethical
behavior, actual or suspected, fraud or violation of the Company’s code of conduct.
The policy provides for adequate safeguards against victimization of the persons who
avail of the mechanism and also provides for direct access to the chairman of the
Audit Committee. The Vigil Mechanism Policy is placed on the website of the
Company at www.eiel.in
The Company has in place the Nomination and Remuneration Committee, it’s
composition and terms of reference in line with the provisions of Section 178 of the
Companies Act, 2013. One (1) meeting of the Nomination and Remuneration
Committee was held on 17.05.2023.
The composition and the attendance of the members at the Nomination and
Remuneration Committee meetings held during the financial year 2023-24, are given
below:
|
S. No.
|
Name of the Director
|
Designation
|
Meeting held on
17.05.2023
|
|
1.
|
Dr. Rajesh Mohan Rai
DIN: 09050751
Independent Director
(Resigned w.e.f. 08.05.2024)
|
Chairman
|
Yes
|
|
2.
|
Mr. Aseem Jain
DIN:09708228
Independent Director
|
Member
|
Yes
|
|
3.
|
Mrs. Ritu Jain
DIN:09583136
Non - Executive Director
|
Member
|
Yes
|
|
% of attendance
|
100
|
The Company Secretary acts as the Secretary of the Committee.
The present composition of NRC Committee is as follows:
1. Mr. Aseem Jain, Independent Director, Chairman
2. Mr. Anil Goyal, Independent Director, Member
3. Mrs. Ritu Jain, Non Executive - Non Independent Director, Member
Nomination and Remuneration Policy
The Company has in place a Nomination and Remuneration Policy duly adopted and
approved by the Board. The Nomination and Remuneration Policy of the Company
includes the terms and conditions for appointment and payment of remuneration to
the Directors and KMPs and other Senior Management Personnel including criteria
for determining qualifications, positive attributes, independence of a director as per
Section 178 and Schedule IV of the Companies Act, 2013. The said policy is available
on the website of the Company at www.eiepl.in.
Directors’ Performance Evaluation Policy
The Board has laid down the process and mechanism for evaluating the performance
of the Board, its Committees, individual Directors and Chairman of the Board. The
Board carries out annual performance evaluation of the Board, its Committees,
individual Directors including the Chairman of the Board, as per its policy. The
performance evaluation has been done by the entire Board of Directors, except the
Director concerned being evaluated.
The Company has in place the Stakeholders’ Relationship Committee, it’s
composition and terms of reference in line with the provisions of Section 178(5) of
the Companies Act, 2013. The Committee specifically looks into the redressal of
shareholder and investor complaints.
The composition of Stakeholders’ Relationship Committee is as follows:
|
S. No
|
Name
|
DIN
|
Directorship
|
Designation
|
|
1.
|
Dr. Rajesh Mohan Rai
(Resigned w.e.f. 08.05.2024)
|
09050751
|
Independent Director
|
Chairman
|
|
2.
|
Mrs. Nutan Guha Biswas
(Appointed w.e.f 15.06.2024)
|
03036417
|
Independent Director
|
Chairman
|
|
3.
|
Mr. Sanjay Jain
|
02575734
|
Whole Time Director
|
Member
|
|
4.
|
Mr. Manish Jain
|
02671522
|
Managing Director
|
Member
|
The Company Secretary acts as the Secretary of the Committee. .
No meeting of Stakeholders’ Relationship Committee was held during the year.
(VI) Corporate Social Responsibility (CSR) Committee
The Company has in place a Corporate Social Responsibility (CSR) Committee in
line with the provisions of Section 135 of the Companies Act, 2013 to recommend the
amount of expenditure to be incurred on the activities prescribed as per the approved
policy and to monitor the Corporate Social Responsibility Policy of the Company from
time to time.
Two (2) meetings of the Corporate Social Responsibility (CSR) Committee were held
on 17.05.2023 and 29.09.2023.
The composition and the attendance of the members at the Corporate Social
Responsibility (CSR) Committee meetings held during the financial year 2023-24, are
given below:
|
S.
No.
|
Name of the Director
|
Designation
|
Meeting
|
held on
|
|
17.05.2023
|
29.09.2023
|
|
1.
|
Mr. Sanjay Jain
DIN: 02575734
Chairman & Whole Time Director
|
Chairman
|
Yes
|
No
|
|
2.
|
Mrs. Ritu Jain
DIN:09583136
Non - Executive Director
|
Member
|
Yes
|
Yes
|
|
3.
|
Mr. Aseem Jain
DIN:09708228
Independent Director
|
Member
|
Yes
|
Yes
|
|
% of attendance
|
100
|
67
|
The Company Secretary acts as the Secretary of the Committee.
CSR Activities
Pursuant to Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to time, an Annual Report
in the prescribed proforma is at Annexure-2. The Company was required to spent
?88.83 lakh, being 2% of the average net profits of the preceding 3 years during the
year under review which have been fully utilized. The CFO has confirmed to the
Board that funds mandated were spent as per approval of the CSR Committee and
Board.
The Company has also formulated a Corporate Social Responsibility (CSR) Policy
which is available on the website of the company at www.eiel.in.
13. RISK MANAGEMENT POLICY
A Risk Management Policy to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating, and resolving risks associated
with the Company’s business has been adopted, which has been placed on the website
of the Company at: www.eiel.in. The Company’s management systems, organizational
structures, processes, standards, code of conduct and behaviors together form the Risk
Management System that governs how the Company conducts its business and
manages associated risks. The Company has adequate risk management infrastructure
in place capable of addressing those risks.
14. EVALUATION OF THE BOARD’S PERFORMANCE. COMMITTEE AND INDIVIDUAL
DIRECTORS
The Company has devised a framework for performance evaluation of Board, its
committees and individual directors. The Board carries out an evaluation of its own
performance and that of its Committees and the individual Directors. The performance
evaluation of Non-Independent Directors, the Board as a whole and the Chairperson is
carried out by the Independent Directors in their separate meeting. The evaluation
process consisted of structured questionnaires covering various aspects of the
functioning of the Board and its Committees, such as composition, experience and
competencies, performance of specific duties and obligations, governance issues etc.
The Board also carried out the evaluation of the performance of Individual Directors
based on criteria such as contribution of the director at the meetings, strategic
perspective or inputs regarding the growth and performance of the Company etc. The
Board opines that Independent Directors have got integrity, expertise and relevant
experience required in industry in which Company operates. The evaluation of all the
Directors and the Board as a whole was found to be satisfactory. The flow of information
between the Company management and the Board is timely, qualitative, and adequate.
15. ANNUAL RETURN
The Annual Return of the Company is placed at its website: www.eiel.in.
16. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
As required under Section 132(3)(m) of the Companies Act, 2013 read with rule 8 of
Companies (Accounts) Rules 2014, details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of energy:
No information is required to be provided under this segment.
(B) Technology absorption:
No information is required to be provided under this segment.
(C) Foreign exchange earnings and Outgo:
During the period under review, the Foreign Exchange inflow was NIL and outflow was
NIL
17. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186
Provisions of Section 186 except sub-section (1) of the Section are not applicable on the
Company, being a company engaged in the business of providing infrastructural activities.
18. SIGNIFICANT AND THE MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS
During the year under review, no significant and the material orders were passed by the
Regulators/Courts impacting the going concern status of the Company and its future
operations.
During the year, the status of the Company was changed from Private Limited to Public
Limited pursuant to the issue of new Certificate of Incorporation dated 8th August, 2022
issued by Registrar of Companies (ROC). Consequently, the name of the Company was
changed from Enviro Infra Engineers Private Limited to Enviro Infra Engineers Limited.
The same has no impact on the going concern status of the Company and its future
operations.
19. RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the company during the financial
year with related parties as defined under the Companies Act, 2013 were in the ordinary
course of business and on an arm’s length basis. Transactions with related parties are
disclosed in Note No. 37 of the Consolidated Financial Statements in the Annual Report.
The particulars of material related party transactions, referred to in Section 188(1) of the
Companies Act, 2013 during the FY 23-24 in the prescribed form AOC-2 is attached with
this report as Annexure 3.
The Board has approved a policy for related party transactions which has been uploaded
on the Company’s website at www.eiel.in.
20. DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAU ACT. 2013
The Company has in place a policy on ‘Prevention of Sexual Harassment’ in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and
redressal of complaints of sexual harassments at workplace. The policy is also available
on the website of the company at www.eiel.in. All women associate (permanent,
temporary, contractual and trainees) as well as any women visiting the Company's office
premises or women service providers are covered under this Policy. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual
harassment.
During the year under review, no cases were filed pursuant to the Sexual Harassment
Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company
has been conducting awareness campaign in its offices to encourage its employees to be
more responsible and alert while discharging their duties.
21. DEMATERALISATION OF SHARES
The Equity shares of the Company are compulsorily traded in demat form and are available
for trading under both the Depository Systems in India - National Securities Depository
Limited (the “NSDL") and Central Depository Services (India) Limited (the “CDSL”). As on
31st March, 2024, 100% of the Company’s shares representing 13,68,50,000 shares are
held in dematerialized form. The entire Promoters’ holdings are in dematerialised form.
Registrar and Share Transfer Agent (RTA)
The Company has appointed Bigshare Services Private Limited as its Registrar and Share
Transfer Agent (RTA). Shareholders can correspond with the registered office of the
Company and/or at the Company’s Registrar and Share Transfer Agents. Shareholders
holding shares in electronic mode should address all correspondence to their respective
depository participants.
Name : M/s Bigshare Services Private Limited
CIN : U99999MH1994PTC076534
Address : S6-2, 6th Floor, Pinnacle Business Park, Mahakali Cave Road,
Andheri (East), Mumbai - 400093
Phone No. : 022-62638200
Email ID : ipo@bigshareonline.com
Website : www.bigshareonline.com
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year under review, the provisions of Section 197(12) of the Companies Act,
2013 read with relevant rules made thereunder, were not applicable to the Company.
23. DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) & 134(5) of the Companies Act,
2013, your Board of Directors to the best of their knowledge and ability hereby confirm
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 have 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 of the Company for that period;
c) that the Directors had 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;
d) the Directors have 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.
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.
24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
During the year under review, there were no material changes and commitments affecting
the financial position of the Company which have occurred between the end of the financial
year to which these financial statements relate and date of this report.
25. CREDIT RATING
The Credit rating of the Company has improved and CRISIL has reaffirmed long-term
rating of ‘CRISIL A-/Stable’ (Upgraded from 'CRISIL BBB ') and short term rating of
‘CRISIL A2 ’ (Upgraded from 'CRISIL A2') on the bank facilities of the Company. The
outlook is ‘Stable’.
26. SECRETARIAL STANDARDS
During the year under review, the Company has complied with Secretarial Standards on
Meetings of the Board of Directors (“SS-1”) and on General Meetings (“SS-2”) as amended
and issued from time to time by the Institute of Company Secretaries of India in terms of
Section 118(10) of the Companies Act, 2013.
27. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE.
2016
There are no proceedings initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the business of the Company.
28. DIFFERENCE IN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS
There were no instances where your Company required the valuation for one time
settlement and while taking the loan from the Banks or Financial institutions.
29. ACKNOWLEDGEMENT
Your directors wish to take this opportunity to express their sincere thanks to all the
investors, shareholders and stakeholders for the faith and confidence they have reposed
in the Company. The directors also wish to place on record their deep appreciation for the
employees for the hard work, commitment and dedication shown throughout the period.
For and on behalf of the Board of Directors of
Enviro Infra Engineers Limited
(Oj
V&v JJi) (Sanjay Jain)
Date: 23.09.2024 • 4Chairman & Whole Time Director
Place: New Delhi DIN: 02575734
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