Dear Members,
Your Directors have immense pleasure in presenting their 33rd
Annual Report on the business and operations of the Company and the accounts for the
Financial Year ended March 31,2025.
| Financial Results: |
(Rs. in Lacs) 2024-2025 |
(Rs. in Lacs) 2023-2024 |
| Turnover: |
261.96 |
254.73 |
| Expenses: |
156.38 |
163.71 |
| Profit / (Loss) before Interest, Depreciation and Tax: |
105.58 |
91.02 |
| Depreciation: |
9.76 |
9.76 |
| Provision for Current Tax |
(27.30) |
(24.76) |
| Deferred Tax |
(20.17) |
(1.87) |
| MAT Credit Available |
- |
-- |
| Excess / (Short) Provision of earlier year |
(16.74) |
20.33 |
| Profit / (Loss) after tax |
31.62 |
74.96 |
| Other Comprehensive income |
(1.06) |
(1.17) |
| Total Comprehensive income |
30.56 |
73.79 |
| Brought Forward Profit/ Loss |
240.64 |
166.85 |
| Carried Forward Profit/ Loss |
271.20 |
240.64 |
OPERATIONS AND STATE OF COMPANY'S AFFAIRS:
During the year under review, the Company's total income was Rs. 261.96
Lakhs against the Previous Year of Rs. 254.73 Lakhs. The net profit after tax was Rs.
31.62 Lakh against the Previous Year of Rs. 74.96 Lakh.
DIVIDEND:
To conserve resources your Director's do not recommend Dividend.
DEPOSITS:
The Company has not accepted any deposits from the public during the
year under review.
EXTRACT OF ANNUAL RETURN:
The provisions of Section 134 of Companies Act, 2013 were amended vide
Companies Amendment Act, 2017 and the said amendment was brought in force w.e.f. 31st July
2018. Further, the provisions of section 92(3) were Substituted by the Companies
(Amendment) Act, 2017 Effective from 28th August 2020. Accordingly, the requirement of
attaching the extract of Annual Return, in format MGT-9 with the Directors Report has been
dispensed off.
However, the Annual Return will be placed on Website of the Company at
https://www.ebnl.org/dp/41/shareholder's-information TRANSFER TO GENERAL RESERVES:
The Company doesn't propose to transfer any amount to be transferred to
General Reserves.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company
during the year under review.
SHARE CAPITAL:
The Company has not issued shares with voting rights and / or
differential voting rights nor granted stock options nor sweat equity during the year
under review.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes / events occurring after balance
sheet date till the date of the report to be stated.
INDUCTION OF STRATEGIC AND FINANCIAL PARTNERS DURING THE YEAR:
During the year under review, your Company did not induct any Strategic
and Financial Partner.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(A) INDEPENDENT DIRECTORS:
The Company, as on March 31,2025 has three Independent Directors on
Board as follows:
1. Mr. Dinesh Kumar Deora
2. Mr. Milind Sitaram Desai
3. Mr. Veeraraghavan Ranganathan
All Independent Directors have furnished declarations that they meet
the criteria of Independence as laid down under section 149 of the Companies Act, 2013.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act.
A separate meeting of the Independent Directors was convened on Feb 06,
2025, which reviewed the performance of the Board, the Non-Independent Directors and the
Chairman.
(B) CESSATION OF DIRECTORS:
During the year under review, the following changes occurred in the
composition of the Board:
1. Mr. Anantharama Sethumani Subramanian ceased to be a Director of the
Company pursuant to the provisions of Section 167(1)(b) of the Companies Act, 2013. The
Board took note of the cessation at its meeting held on February 06, 2025. In accordance
with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the same was duly intimated to the stock exchange on the said date.
2. Mrs. Rajalakshmi Srinivasa Raghavan, Non-Executive Director,
tendered her resignation from the Board with effect from the close of business hours on
November 07, 2024.
(C) APPOINTMENT OF DIRECTORS:
There were no appointments during the year under review.
(D) RETIRE BY ROTATION:
Dr. (Mrs.) Anuradha Srinivasa Raghavan (DIN: 06557718), retires by
rotation at the ensuing Annual General Meeting. She, being eligible, has offered herself
for re-appointment as the Director of the Company.
(E) KEY MANAGERIAL PERSONNEL:
Mr. Srinivasa Raghavan Mathurakavi Ayyangar continues to act as
Managing Director of the Company.
Mr. Jeyavel Balaiah Nadar continues to act as Chief Financial Officer.
Mrs. Priyanka Omprakash Sharma continues to act as Company Secretary
and Compliance Officer of the Company.
(F) PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 the Board has
carried out the annual performance evaluation of its own performance, its committees and
that of its individual Directors. The evaluation was done based on set questionnaires
which were given to them at the time of evaluation.
(G) CODE OF CONDUCT:
The Directors and senior management personnel have Complied with the
Code of Conduct of the Company.
(H) NOMINATION AND REMUNERATION POLICY:
The Nomination and Remuneration Committee of the Board formulated a
Policy relating to the remuneration of Directors, Key Managerial Personnel and other
Employees which, inter alia, prescribes the criteria for determining qualifications,
positive attributes and independence of Directors. The Policy is available on the web site
of the Company and the link for the same is provided below:
https://www.ebnl.org/dp/41/shareholder's-information
(I) MEETINGS OF THE BOARD AND COMMITTEES THEREOF:
During the year under review, the Board of Directors met 4 times
(meetings held on May 29, 2024, August 14, 2024, November 11,2024 and February 06, 2025),
Audit committee met 4 times (meetings held on May 29, 2024, August 14, 2024, November
11,2024 and February 06, 2025), Nomination & Remuneration committee met once (Meeting
held on February 06, 2025) and Stakeholders relationship committee met once (meeting held
on February 06, 2025). The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013. Further As per para 2.2 of Secretarial
Standard-1 issued by Institute of Company Secretaries of India, the Board has set the
minimum number and frequency of Committee meetings.
The details of the dates of the meetings and attendance of the Board of
Directors are given below: i. Meetings of the Board and Attendance thereof :
| Sr. Name of the Director No. |
No. of Meetings Attended |
| 1. Mr. Srinivasa Raghavan Mathurakavi Ayyangar
(Chairman & Managing Director) |
4/4 |
| 2. Mr. Jeyavel Balaiah Nadar s (Executive Director
& CFO) |
4/4 |
| 3. Mrs. Rajalakshmi Srinivasa Raghavan* (Non-
Executive Director) |
1/3 |
| 4. Dr. Sarada Srinivasa Raghavan (Director) |
4/4 |
| 5. Dr. Anuradha Srinivasa Raghavan (Director) |
1/4 |
| 6. Mr. Anantharama Sethumani Subramanian #
(Independent Director) |
0/3 |
| 7. Mr. Milind Sitaram Desai (Independent Director) |
3/4 |
| 8. Mr. Veeraraghava Ranganathan (Independent Director) |
3/4 |
| 9. Mr. Dinesh Kumar Deora (Independent Director) |
3/4 |
Notes:
1. *Ceased w.e.f. closure of business hours of November 07, 2024 due to
her resignation.
2. #ceased w.e.f. Feb 06, 2025 under section 167(1)(b).
ii. Audit Committee:
| Sr. Name of the Member No. |
No. of Meetings Attended |
|
29.05.2024 |
14.08.2024 |
07.11.2024 |
06.02.2025 |
| 1. Mr. Milind Sitaram Desai (Chairman) |
P |
X |
P |
P |
| 2. Mrs. Srinivasa Raghavan Mathurakavi Ayyangar
(Member) |
P |
P |
P |
P |
| 3. Mr. Veeraraghava Ranganathan (Member) |
P |
X |
P |
P |
| 4. Mr. Dinesh Kumar Deora (Member) |
P |
P |
P |
X |
iii. Nomination and Remuneration committee:
| Sr. Name of the Director No. |
No. of Meetings attended |
|
06.02.2025 |
| 1. Mr. Milind Sitaram Desai (Chairman) |
P |
| 2. Mr. Veeraraghava Ranganathan (Member) |
P |
| 3. Mr. Dinesh Kumar Deora (Member) |
X |
| 4. Mr. Srinivasa Raghavan Mathurakavi Ayyangar
(Member) |
P |
iv. Stakeholders Relationship Committee:
| Sr. Name of the Director No. |
No. of Meetings attended |
|
06.02.2025 |
| 1. Mr. Milind Sitaram Desai (Chairman) |
P |
| 2. Mr. Dinesh Kumar Deora (Member) |
X |
| 3. Mr. Srinivasa Raghavan Mathurakavi Ayyangar
(Member) |
P |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:
Details of Loans, Guarantees and investments covered under the
provisions of Section 186 of the Companies Act 2013 are given in the notes to Financial
Statements.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS &
EMPLOYEES:
The Company has established a Vigil Mechanism that enables the
Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a)
adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b)
direct access to the Chairperson of the Audit Committee of the Board of Directors of the
Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy is made
available on the Company's website https://www.ebnl.org/
The link for the same has been provided below:
https://www.ebnl.org/dp/41/shareholder's-information
RISK MANAGEMENT POLICY:
The Board has been vested with specific responsibilities in assessing
of risk management policy, process and system. The Board has evaluated the risks which may
arise from the external factors such as economic conditions, regulatory framework,
competition etc. The Executive management has embedded risk management and critical
support functions and the necessary steps are taken to reduce the impact of risks. The
Independent Directors expressed their satisfaction that the systems of risk management are
defensible.
RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business and that the provisions
of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted.
Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not
required. Further, there are no material related party transactions during the year under
review with the Promoters, Directors or Key Managerial Personnel. All Related Party
Transactions are placed before the Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company and its future
operations.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act 2013, your Directors confirm that:
(i) That in the preparation of the Annual Accounts for the year ended
March 31,2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
(ii) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31,2025
and of the profit / loss of the Company for that period;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) The annual accounts have been prepared on a going concern basis;
(v) That the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
(vi) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not covered under the Companies (Corporate Social
Responsibility) Rules, 2013.
INTERNAL CONTROL SYSTEM AND ADEQUACY:
The Company has a proper and adequate internal control system to ensure
that its assets are safeguarded and protected against unauthorized use and disposition and
all the transactions are properly recorded and reported. The company also has a system of
management reviews to ensure compliance with the prescribed procedures and authority
levels.
CORPORATE GOVERNANCE:
The paid-up capital of the Company is less than Rs. 10 Crores and the
Net-worth of the Company is less than 25 Crores as on the last day of the previous
financial year. Pursuant to regulation 15(2) of SEBI (LODR) Regulations, 2015 the
compliance with the corporate governance provisions as specified in regulations 17, 18,
19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para C, D and E of Schedule V SHALL NOT apply, in respect of those
listed entities whose paid up equity share capital does not exceed rupees ten crore and
net worth does not exceed rupees twenty five crore, as on the last day of the previous
financial year. Accordingly, your company is exempt from attaching Corporate Governance
report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion & Analysis Report, as per Part B of
Schedule V under regulation 34(3) of the SEBI (LODR) Regulations, 2015 which forms an
integral part of this Report and is annexed at "Annexure B".
OVERVIEW OF THE INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY DURING
THE LAST YEAR AND EXTERNAL ENVIRONEMNT AND ECONOMIC OUTLOOK:
The information pertaining to overview of the industry and important
changes in the Industry and External Environment and Economic Outlook during the last year
has been incorporated in Management Discussion and Analysis part of the report. The same
forms part of the report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the F.Y. 2024-25 your company was not required to transfer any
amount or shares to the Investor Education and Protection Fund established by the Central
Govt.
PARTICULARS OF EMPLOYEES:
The Company does not have any employee whose particulars are required
to be given pursuant to Rule, 5(2) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the Company. Disclosures as
required under the said rule is annexed at Annexure C.
SECRETARIAL STANDARDS:
The Directors confirm that the Company is in compliance with applicable
secretarial standards issued by Institute of Company Secretaries of India. PERSONNEL:
Industrial relations at the Company's factory and other establishments
remained cordial during the year. We appreciate the contribution made by the employees
towards achieving improved productivity and flexibility in operation.
AUDITORS:
a. Statutory Auditors:
M/s. V. Nagarajan & Co., Chartered Accountants, Noida (Firm
Registration No.: 004879N) holds office as statutory auditors for a term of Five years
from the conclusion of the 31" AGM until the conclusion of the 36th AGM of the
Company to be held in the year 2028.
Further, there is no qualification, adverse remark or observation in
their audit report.
No instance of fraud was reported by the Auditors during the year.
The Company has received Eligibility certificate letter from M/s. V.
Nagarajan & Co, Chartered Accountants, Noida, to the effect that their appointment, is
within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that
they are not disqualified for appointment.
b. Cost Audit:
Audit of Cost Records is not applicable to the Company for year
2024-2025 as per Section 148 and relevant rules issued under the said Section.
c. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the Board of Directors has appointed M/S Shivam Agarwal &
Associates, Practising Company Secretary, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is
included as Annexure - A and forms an integral part of this Report.
Further, there is no qualification, adverse remark or observation in
their audit report.
d. Internal Audit:
As required under Section 138 of the Companies Act, 2013 and Rule 13 of
the Companies (Accounts) Rules, 2014, the company has in place Internal Auditor who
carries out the internal audit functions.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:
There is no subsidiary, joint Venture or Associate Company.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees are covered under this policy.
There are no cases filed under the above Act and hence no comments
required on disposal of the cases under the same.
| No. of complaints filed during the financial year |
No. of complaints disposed off during the
financial year |
No. of complaints pending as at end of
the financial year |
| 0 |
0 |
0 |
STATEMENT PURSUANT TO LISTING AGREEMENTS:
The Company's shares are only listed with the BSE Ltd. Your Company has
paid the Annual Listing Fees up to date.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
As the Company's own factory has not been in operation, no special
energy saving measures is required and hence no report on technology absorption is
required.
| Foreign Exchange Earnings and Outgo: Earnings |
Rs. 25,27,760/- |
| Outgo |
Rs. NIL |
A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE
PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:
The Company is in compliance w.r.t. provisions relating to the
Maternity Benefit Act, 1961.
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the
wholehearted co-operation received by the Company from the Shareholders, Employees and its
Bankers during the year under review.
|