AI assistant
Elango Industries Ltd — AGM Information 2022
Sep 2, 2022
63720_rns_2022-09-02_ed1a40e8-1d3e-4141-99a4-f884ade95074.pdf
AGM Information
Open in viewerOpens in your device viewer

CIN: L27104TN1989PLC017042
33rd ANNUAL REPORT 2021-22
Regd. Office: No. 5, Ranganathan Gardens, 15th Main Road Extension, Anna Nagar, Chennai 600 040 www.elangoindustries.com; email – [email protected] Tel: 044 42172116
(CIN: L27104TN1989PLC017042)
Registered Office
No. 5, Ranganathan Gardens, 15th Main Road Extension, Anna Nagar, Chennai 600 040
Board of Directors
Mr. S. Elangovan – Managing Director Mr. S. A. Premkumar – Director Dr. M. Ramasamy – Independent Director Ms. Preethi Natarajan – Independent Director
Company Secretary Ms. Manali Miteshbhai Doshi (appointed with effect from May 02, 2022)
Chief Financial Officer Mr. A. Arun Adaikappan
Bankers State Bank of India
Statutory Auditors
P Pattabiramen & Co Chartered Accountants (FRN: 002609S)
Registrar and Share Transfer Agent
Cameo Corporate Services Limited Subramanian Building, No. 1, Club House Road, Anna Salai, Chennai 600 002 Ph: 044 28460390/ 044 28460129
Annual General Meeting September 24, 2022 at 11.00 am
ISIN: INE594D01018
SCRIP CODE : 513452
ELANGO INDUSTRIES LIMITED CIN: L27104TN1989PLC017042 No. 5, Ranganathan Garden, 15th Main Road – Extn. Anna Nagar, Chennai – 600 040 Telephone No: 044- 4217 2116: Fax 044- 4217 2118 Website: elangoindustries.com. E-Mail: [email protected]
NOTICE
NOTICE is hereby given that the 33rd Annual General Meeting of the members of ELANGO INDUSTRIES LIMITED will be held on Saturday, September 24, 2022 at 11.00 a.m., through video conferencing and other audio visual means (VC/OAVM), to transact the following business:
ORDINARY BUSINESS:
1. ADOPTION OF FINANCIAL STATEMENTS
To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2022 and the Statement of Profit and Loss for the year ended March 31, 2022 together with the Auditors' Report and Boards' Report thereon.
2. APPOINTMENT OF DIRECTOR
To appoint a Director in the place of Mr. S. A. Premkumar – (DIN 00342952) who retires by rotation and being eligible offers himself for re-appointment.
SPECIAL BUSINESS:
3. RATIFICATION/APPROVAL OF RELATED PARTY TRANSACTIONS
To consider and if thought fit, to pass with or without modifications, the following resolution as an ordinary resolution:
RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made there under (including any statutory modification or re-enactment thereof for the time being in force) and subject to such other approvals, consents, permissions and sanctions of any authority as may be necessary, consent of the Company be and is hereby accorded to the Board of Directors to ratify the transaction between the Company and M/s. Cauvery Power Trading Chennai Private Limited (Related Party under Section 2(76) of Companies Act, 2013) towards obtaining advertisement services for a value of Rs. 10,00,000 at arm's length basis and in the ordinary course of business, under the existing related party arrangement as detailed in the Explanatory Statement to this Notice.
FURTHER RESOLVED THAT the members hereby ratify the material related party transactions between the Company and /s. Cauvery Power Trading Chennai Private Limited, for the value of Rs. 10,00,000 towards obtaining advertisement services at arm's length basis and in the ordinary course of business, under the existing related party arrangement as detailed in the Explanatory Statement to this Notice.
RESOLVED FURTHER THAT the Board of Directors /Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary to give effect to the above Resolution.
By the order of the Board For Elango Industries Limited
Place: Chennai
Date: 13.08.2022 Manali Miteshbhai Doshi Company Secretary
ELANGO INDUSTRIES LIMITED
CIN: L27104TN1989PLC017042 No. 5, Ranganathan Gardens, 15th Main Road Extn, Anna Nagar, Chennai 600 040 Tel: 044 42172116 Website: www.elangoindustries.com
IMPORTANT NOTES:
-
- Explanatory statement pursuant to section 102 (1) of the Companies Act, 2013 in respect of the items of the Special Business as set out above is annexed hereto.
-
- General instructions for accessing and participating in the 30th AGM through VC/OAVM Facility and voting through electronic means including remote e-Voting
- a) In view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs ('MCA Circulars') in compliance with Circular No. 14/2020 dated April 8, 2020,Circular No. 17/2020 dated April 13, 2020 followed by Circular No. 20/2020 dated May 5, 2020 followed by Circular No. 2/2022 dated May 5, 2022 and clarification Circular No.02/2021 dated 13th January, 2021 and Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12th May 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January 2021 issued by SEBI (SEBI Circular) and in compliance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
- b) Members may note that to protect the health and safety of all the Stakeholders including Shareholders in view of the continuing Covid-19 pandemic, physical attendance of the Members is not required at a common venue and AGM can be held through Video conferencing (VC) or other audio visual means (OAVM) in respect of the 33rd AGM Hence, Members can attend and participate in the ensuing AGM through VC/ OAVM.
- c) In terms of the MCA Circulars since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the 33rd AGM. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the Members maybe appointed for the purpose of voting through remote e-Voting, for participation in the 33rd AGM through VC/OAVM Facility and E-Voting during the 33rd AGM.
- d) Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this Notice
- e) The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.
- f) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
-
g) Pursuant to MCA Circular No. 14/2020 dated April 08, 2020 the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
-
h) In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at elangoindustries.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com.
- i) The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM i.e. www.evotingindia.com.
- j) The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
- k) Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI") and Regulation 44 of Listing Regulations read with MCA Circulars and SEBI Circular, the Company is providing remote e-Voting facility to its Members in respect of the business to be transacted at the 33rd AGM and facility for those Members participating in the 33rd AGM to cast vote through e-Voting system during the 33rd AGM
- l) The Register of Members and Share Transfer Books of the Company will remain closed from 18th September, 2022 to 24th September, 2022 (both days inclusive)
THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:
- (i) The voting period begins on September 21, 2022 at 10.00 am and ends on September 23, 2022 at 5.00 pm. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 17, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
- (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
- (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
| Type of |
Login Method |
|---|---|
| shareholders | |
| 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting |
|
| Individual | page without any further authentication. The URL for users to login to Easi / |
| Shareholders | Easiest are https://web.cdslindia.com/myeasi/home/login or visit |
| holding | www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easy / Easiest user will be able to see the e-Voting |
| securities in | option for eligible companies where the e voting is in progress as per the |
| Demat mode | information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your |
| with CDSL | vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the |
| system of all e-Voting Service Providers i.e. |
|
| CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly. |
|
| 1) If the user is not registered for Easi/Easiest, option to register is available at |
|
| https://web.cdslindia.com/myeasi/Registration/EasiRegistration | |
| 2) Alternatively, the user can directly access e-Voting page by providing Demat |
|
| Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on |
|
| https://evoting.cdslindia.com/Evoting/EvotingLoginThe system will authenticate | |
| the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting |
|
| optionwhere the e voting is in progress and also able to directly access the | |
| system of all e-Voting Service Providers. |
| 1) | If you are already registered for NSDL IDeAS facility, please visit the e | |
|---|---|---|
| Services website of NSDL. Open web browser by typing the following | ||
| Individual | URL: https://eservices.nsdl.com either on a Personal Computer or on a | |
| Shareholders | mobile. Once the home page of e-Services is launched, click on the | |
| holding | "Beneficial Owner" icon under "Login" which is available under 'IDeAS' | |
| securities in | section. A new screen will open. You will have to enter your User ID and | |
| demat mode with | Password. After successful authentication, you will be able to see e-Voting | |
| NSDL | services. Click on "Access to e-Voting" under e-Voting services and you | |
| will be able to see e-Voting page. Click on company name or e-Voting | ||
| service provider name and you will be re-directed to e-Voting service | ||
| provider website for casting your vote during the remote e-Voting period or | ||
| joining virtual meeting & voting during the meeting. | ||
| 2) | If the user is not registered for IDeAS e-Services, option to register is | |
| available at https://eservices.nsdl.com. Select "Register Online for IDeAS | ||
| "Portal or click at | ||
| https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | ||
| 3) | Visit the e-Voting website of NSDL. Open web browser by typing the | |
| following URL: https://www.evoting.nsdl.com/ either on a Personal | ||
| Computer or on a mobile. Once the home page of e-Voting system is | ||
| launched, click on the icon "Login" which is available under |
||
| 'Shareholder/Member' section. A new screen will open. You will have to | ||
| enter your User ID (i.e. your sixteen digit demat account number hold with | ||
| NSDL), Password/OTP and a Verification Code as shown on the screen. | ||
| After successful authentication, you will be redirected to NSDL Depository | ||
| site wherein you can see e-Voting page. Click on company name or e | ||
| Voting service provider name and you will be redirected to e-Voting service | ||
| provider website for casting your vote during the remote e-Voting period or | ||
| joining virtual meeting & voting during the meeting |
| Individual | You can also login using the login credentials of your demat account through your | |
|---|---|---|
| Shareholders | Depository Participant registered with NSDL/CDSL for e-Voting facility. After |
|
| (holding Successful login, you will be able to see e-Voting option. Once you click on e |
||
| securities in |
Voting option, you will be redirected to NSDL/CDSL Depository site after | |
| demat mode) |
successful authentication, wherein you can see e-Voting feature. Click on company | |
| login through |
name or e-Voting service provider name and you will be redirected to e-Voting | |
| their Depository service provider website for casting your vote during the remote e-Voting period or |
||
| Participants joining virtual meeting & voting during the meeting. |
||
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding | Members facing any technical issue in login can contact |
| securities in Demat mode with CDSL | CDSL helpdesk by sending a request at |
| [email protected] contact at 022- 23058738 | |
| and 22-23058542-43. | |
| Individual Shareholders holding | Members facing any technical issue in login can contact |
| securities in Demat mode with NSDL | NSDL helpdesk by sending a request at [email protected] |
| or call at toll free no.: 1800 1020 990 and 1800 22 44 30 | |
(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
- 1) The shareholders should log on to the e-voting website www.evotingindia.com.
- 2) Click on "Shareholders" module.
- 3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
- 4) Next enter the Image Verification as displayed and Click on Login.
- 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
- 6) If you are a first-time user follow the steps given below:
| For Physical shareholders and other than individual shareholders holding shares in | |
|---|---|
| Demat. | |
| PAN | Enter your 10digit alpha-numeric *PAN issued by Income Tax Department (Applicable for |
| both demat shareholders as well as physical shareholders) | |
| Shareholders who have not updated their PAN with the Company/Depository |
|
| Participant are requested to use the sequence number sent by Company/RTA or | |
| contact Company/RTA. | |
| Dividend | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in |
| Bank | your demat account or in the company records in order to login. |
| Details | If both the details are not recorded with the depository or company, please enter |
| OR Date |
the member id / folio number in the Dividend Bank details field. |
| of Birth |
|
| (DOB) |
(vi) After entering these details appropriately, click on "SUBMIT" tab.
- (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
- (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
- (ix) Click on the EVSN for the relevant on which you choose to vote.
- (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
- (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
- (xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
- (xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
- (xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
- (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
- (xvi) Additional Facility for Non Individual Shareholders and Custodians –For Remote Voting only.
- Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to
log on to www.evotingindia.com and register themselves in the "Corporates" module.
- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
- The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
- A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
- Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
-
- The procedure for attending meeting and e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.
-
- The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
-
- Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
-
- Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
-
- Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
-
- Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
-
- Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.
-
- Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
-
- Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
- If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
-
For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
-
For Demat shareholders - please update your email id & mobile no. with your respective Depository Participant (DP)
-
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository. If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022-23058738 and 022-23058542/43.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:
ITEM NO 3:
The members of the company may please note that the company has to obtain the approval of the members of the company for ratifying the transaction for entering into related party transactions with M/s. Cauvery Power Trading Chennai Private Limited (CPTCPL) pursuant to the provisions of the Companies Act, 2013. The Company obtained advertisement services from CPTCPL, which is a 'related party' within the meaning of Section 2 (76) of the Companies Act, 2013, and thus the transaction requires the approval of members by an Ordinary Resolution under Section 188 of the Companies Act, 2013.
The Members approval is hereby accorded for ratification as the value of the transaction exceeds 10% of the turnover of the Company in ordinary course of business and Arm's length basis
The particulars of the transaction pursuant to Para 3 of the Explanations to Rule 15 of Companies (Meeting of Board and its Powers) Rules, 2014 are as under:
| (a) | Name of the related party | Cauvery Power Trading Chennai Private Limited |
|---|---|---|
| (b) | Name of the Director or Key Managerial | Mr. S. Elangovan and Mr. S. A Premkumar are |
| personnel who is related | common directors/promoters in Elango Industries | |
| Limited and Cauvery Power Trading Chennai Private | ||
| Limited | ||
| (c) | Nature of relationship | As stated above |
| (d) | Nature, Material terms, monetary value and | Providing advertisement services to Elango Industries |
| particulars of the agreement | Limited for a value of Rs 10,00,000/-(Rupees Ten | |
| Lakhs only) | ||
Annexure to the Notice
Details of Directors seeking appointment/re-appointment at the Annual General Meeting (Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015):
| Particulars Mr. S. A. Premkumar |
|
|---|---|
| DIN | 00342952 |
| Date of First 21/12/1995 |
|
| Appointment and | |
| Qualification | Graduate in Commerce |
| Date of Birth 25/11/1970 |
|
| Mr. Premkumar is a successful first generation entrepreneur. He has | |
| Expertise in |
more than 17 years' experience in the Power Generation Industry. He |
| is an integral part of the all the group ventures and been instrumental | |
| specific functional areas | in bringing the company to this level in the power industry. During his |
| past 17 years of experience he had excelled not only procurement, |
| marketing and sales matter but also entire operation of the works and administration |
|
|---|---|
| Directorships held in other Public/private Companies (excluding foreign Companies and Section 8 companies) |
Mr. S. A. Premkumar apart from being a Director also member of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of your Company |
| Committee / Executive position held in other companies |
Nil |
| Number of shares held in the Company |
1,09,700 |
| Relationship with other Directors |
He is related to Managing Director, Mr. S. Elangovan |
The Board of Directors of the recommends the resolution of the accompanying Notice for your approval.
By the order of the Board For Elango Industries Limited
Place: Chennai
Date: 13.08.2022 (Manali Miteshbhai Doshi) Company Secretary
ELANGO INDUSTRIES LIMITED
CIN: L27104TN1989PLC017042 No. 5, Ranganathan Gardens, 15th Main Road Extn, Anna Nagar, Chennai 600 040 Tel: 044 42172116 Website: www.elangoindustries.com
REPORT OF THE BOARD OF DIRECTORS
Dear Members,
The Board presents the Thirty-third (33rd) Annual Report together with the Audited Financial Statement and the Auditor's Report for the Financial Year ended March 31, 2022.
FINANCIAL HIGHLIGHTS
The financial highlights are set out below:
| Rs. Lakhs | ||
|---|---|---|
| Particulars | 2021-22 | 2020-21 |
| Net Sales/ Income | 54.91 | 25.00 |
| Other Income | 11.27 | 11.25 |
| Total Income | 66.18 | 36.25 |
| Profit/Loss Before Depreciation and Tax | (42.03) | 5.45 |
| Depreciation | 3.38 | 0.02 |
| Profit/Loss before Tax | (45.41) | 5.47 |
| Less : Provision for Tax | (0.44) | 1.20 |
| Profit/Loss after Tax | (44.97) | 4.27 |
| Add : Profit/ Loss brought forward | 40.91 | 32.52 |
| Changes during the year | (36.95) | 4.13 |
| Profit/Loss Carried to Balance Sheet | 3.96 | 40.91 |
OUTLOOK
The Company has currently suspended its activities and does not have any operations.
The Company is looking at other avenues for generation of income and expanding into new line of business. The Company shall disclose to stock exchange upon resumption of business activities at the earliest.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your Directors confirm that they have:
- a) followed in the preparation of the Annual Accounts, the applicable Accounting Standards and given proper explanation relating to material departures ; if any
- b) 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 Account of the Company for that period;
- c) taken proper and sufficient care for maintenance of adequate accounting records for the year ended March 31, 2022 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for the prevention and detection of Fraud and other irregularities;
- d) prepared the Annual Accounts on an ongoing basis;
- e) 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) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
MANAGEMENT DISCUSSSION AND ANALYSIS
Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 – Management Discussions and Analysis is given separately in Annexure- 1 and forms part of this report.
BUSINESS RESPONSIBILTY REPORT
Business Responsibility Report is not applicable to our Company as it doesn't form part of top 1000 companies based on market capitalisation.
STATEMENT PURSUANT TO LISTING AGREEMENTS
The Company's securities are listed with BSE Limited. The company confirms that it has paid the Annual Listing Fees for the year 2022-23 in time and there were no arrears.
CORPORATE GOVERNANCE
As per Regulation 15 (2) (a) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 compliance of corporate governance is exempted for those listed entities whose paid up share capital does not exceed Rupees ten crores and net worth does not exceed Rupees twenty five crores as on the last day of the previous financial year.
Corporate Governance pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to our Company as the paid up capital Rs. 3,81,61,000/- (Rupees Three Crores Eighty One Lakhs Sixty One Thousand Only) and the Net worth is Rs. 4,73,34,567/- (Rupees Four Crores Seventy Three Lakhs Thirty Four Thousand Five Hundred Sixty Seven Only) as on the last day of the previous financial year i.e. March 31, 2022.
DIVIDEND
In the unforeseen and uncertain times of COVID 19, it is difficult to predict when business conditions will normalize. Considering financial performance and ensuring liquidity for operations for the financial year 2022-23, the Directors have decided not to recommend any dividend to the shareholders for the financial year 2021-22.
BOARD MEETINGS
During the Financial Year, seven meetings of the Board of Directors were held:
-
- May 04, 2021
-
- July 20, 2021
-
- July 26, 2021
-
- November 02, 2021
-
- December 29, 2021
-
- January 25, 2022
-
- February 25, 2022
The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013. All the directors attended all the meetings.
DIRECTORS AND KEY MANANGERIAL PERSONNEL
As on date of this report, the Company has 4 directors of which 2 directors are independent directors.
Mr. S. A. Premkumar (DIN: 00342952), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Directors recommend re-appointment of Mr. S. A. Premkumar as the Director on the Board.
Roshini Selvakumar resigned as Company Secretary and Compliance Officer with effect from April 30, 2022 and Manali Miteshbhai Doshi has been appointed with effect from May 02, 2022 as per Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
Pursuant to the provisions of Section 203 of the Companies Act 2013, Mr. S. Elangovan, Managing Director, Mr. Arun Adaikappan, Chief Financial Officer and Mrs. Manali Miteshbhai Doshi, Company Secretary of the Company are the Whole-Time Key Managerial Personnel (KMP) of the Company as on date of this report.
INDEPENDENT DIRECTORS
In accordance with Section 149(7) of the Companies Act, 2013 each Independent Director has confirmed to the Company that he / she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility are not applicable to the Company.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no such material events.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. Amresh & Associates, Practicing Company Secretary as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2022.
The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed they are not disqualified to be appointed as the Secretarial Auditors of the Company for the year ending 31st March, 2022. The Secretarial Audit Report is attached with this report as Annexure- 4.
The Secretarial Audit report for the financial year 31st March, 2022 contains observation and clarification by the Board is given as under:
| Secretarial Auditors' Observation | Management's Reply |
|---|---|
| The Company has not maintained Structured | The Company has noted the non-compliance with |
| Digital Database as required under Regulation | regard to maintenance of Structured Digital Database |
| 3(6) of SEBI (Prohibition of Insider Trading) | as required under Regulation 3(6) of SEBI |
| Regulations, 2015 as on 30th June, 2022 | (Prohibition of Insider Trading) Regulations, 2015 as |
| on 30th June, 2022 and arrange to comply the same as | |
| soon as possible |
STATUTORY AUDITORS
M/s. P. Pattabiramen & Co, Chartered Accountants, [Firm Registration No.002609S], Chennai are the Statutory Auditor of the Company. The auditors have confirmed their independence and eligibility under Section 141 of the Companies Act, 2013. The Report given by M/s. P. Pattabiramen & Co on the financial statements of the company for the financial year 2021-22 contains a qualified opinion and a Statement of Impact on Audit Qualification has been submitted by the Company to the Stock Exchange.
The Audit Report given by M/s. P. Pattabiramen & Co on the financial results for the quarter and year ended March 31, 2022 was approved by the Board of Directors in their meeting held on April 29, 2022.
The Stautory Audit report for the financial year 31st March, 2022 contains observation and clarification by the Board is given as under:
| Auditors' Observation | Management's Reply | ||
|---|---|---|---|
| 1. | The standalone financial statements consists of a Rs.1,09,96,636/- under other non-current assets Electricty Subsidy. This electricity subsidy is receivable pending for a long period. In the absence |
1. | The Company is in the process of recovering the electricity subsidy amounting to Rs.1,09,96,636/-. Hence the same is considered as recoverable. |
| of adequate information with regard to their present status we are unable to ascertain the recoverability of this balance. |
2. | The company has made provision for amount recoverable and investment made in its related company amounting to Rs.41,03,590 in the current financials since the same is under |
|
| 2. | Balance confirmations for transactions with some of the Companies who are related parties are to be obtained and reconciled. |
Corporate Insolvency Resolution Process (CIRP) process. And the balance confirmation after the last transaction was obtained from the company. And the claim for the amount receivable has also been submitted to Resolution Professional. Any final settlement of the above claim will not have any material impact on the financial statements. |
INTERNAL AUDITOR
The Company has appointed M/s. Rajesh Kumar Shah & Co., Chartered Accountants having Firm Registration No. 008092S as the Internal Auditor of the Company for the financial year 2022-23.
The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly updates the committee on their internal audit findings at the Committee's meetings. The Internal Auditors were satisfied with the management response on the observation and recommendations made by them during the course of their audit and have expressed satisfaction with the internal systems, controls and process followed by the Company.
COST AUDITOR
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and Audits) Rules, 2014, as amended from time to time the business activities of the company do not fall under the scope of mandatory cost audit.
AUDIT COMMITTEE
The Audit Committee consists of three Directors, Viz. Mr. S. A. Premkumar, Dr. M. Ramasamy and Ms. Preethi Natarajan. During the year, seven meetings of the Audit Committee were held:
-
- May 04, 2021
-
- July 20, 2021
-
- July 26, 2021
-
- November 02, 2021
-
- December 29, 2021
-
- January 25, 2022
-
- February 25, 2022
All the above three Directors attended the above seven meetings. All the recommendations made by the Audit Committee were accepted by the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of two directors namely, Mr. S. A. Premkumar and Dr. M. Ramasamy. The Committee met once during the year on May 04, 2021. The above two Directors attended all the meetings of the Nomination and Remuneration Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The committee is constituted in line with the provisions Section 178 of the Companies Act, 2013 to consider and resolve the grievances of security holders; and consider and approve issue of share certificates, transfer and transmission of securities, etc. Mr. S. A. Premkumar and Mr. S. Elangovan form part of the Stakeholder Relationship Committee. During the year, meeting was held on February 25, 2022. Both the directors were present in both the meetings.
DIRECTORS/ KMP REMUNERATION
The Managing Director and Executive Director do not draw any salary from the company. It is hereby affirmed that the remuneration of Directors and Key Managerial Personnel are as per the Remuneration Policy of the Company.
Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity.
RELATED PARTY TRANSACTIONS
All the transactions with the related parties were entered into by the Company during the period under review were in the ordinary course of business and at arm's length basis. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm's length. All related party transactions are placed before the Audit Committee for review and approval.
Annexure 3 contains disclosure under this regards.
The Company is neither a holding company nor a subsidiary Company and hence the disclosure under Regulation 34(3) and 53(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are not furnished.
| Annual General Meeting: | Saturday, September 24, 2022, |
|---|---|
| through VC/OAVM facility | |
| Deemed Venue: | No. 5, Ranganathan Gardens, 15th Main Road Extension, |
| Anna Nagar, Chennai 600 040 | |
| Financial year: | April 1, 2021 to March 31, 2022 |
| Book Closure: | Sunday, 18th September, 2022 to |
| Saturday, 24th September, 2022 (both days inclusive) | |
| E-Voting Period: | From 9.00 a.m. (IST) on Wednesday, 21st September, 2022 up to |
| 5.00 p.m. (IST) on Friday, 23rd September, 2022 | |
| Cut-off date | 17th September, 2022 |
| Listing on Stock Exchange: | BSE Limited |
| Registrar and Share Transfer Agent: | Cameo Corporate Services Limited |
| ISIN/Scrip code | INE594D01018 Scrip Code : 513452 |
GENERAL SHAREHOLDER INFORMATION
In view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs ('MCA Circulars') in compliance with Circular No. 14/2020 dated April 8, 2020,Circular No. 17/2020 dated April 13, 2020 followed by Circular No. 20/2020 dated May 5, 2020 followed by Circular No. 2/2022 dated May 5, 2022 and clarification Circular No.02/2021 dated 13th January, 2021 and Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12th May 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January 2021 issued by SEBI (SEBI Circular) and in compliance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
Members may note that to protect the health and safety of all the Stakeholders including Shareholders in view of the continuing Covid-19 pandemic, physical attendance of the Members is not required at a common venue and AGM can be held through Video conferencing (VC) or other audio visual means (OAVM) in respectof the 33rd AGM. Hence, Members can attend and participate in the ensuing AGM through VC/ OAVM.
The Notice of the 33rd AGM and Annual Report for the year 2022 will be available on the website of the Company at www.elangoindustries.com and on the website of the BSE Limited at www.bseindia.com for download
The Company is providing remote E-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for remote E-voting are provided in the Notice.
Members are requested to read the general instructions for accessing and participating in the 33rd AGM through VC/OAVM Facility and voting through electronic means including remote e-Voting as set out in the Notice of 33rd AGM
BOARD EVALUATION
The Companies Act and Listing Regulations relating to Corporate Governance contain provisions on evaluation of the performance of the Board and its Committees as a whole and Directors including Independent Directors, Non-Independent Directors and Chairperson individually. In pursuant thereof, annual evaluation of performance of the Board, working of its committees, contribution and impact of individual directors has been carried out through a questionnaire for peer evaluation on various parameters.
PARTICULARS OF EMPLOYEES
The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure- 2 to the Boards' report.
INFORMATION ABOUT SUBSIDIARY/ HOLDING/ JV/ ASSOCIATE COMPANY
The company has no subsidiaries, holding, joint venture or associate company.
OTHER DISCLOSURES
NATURE OF BUSINESS OF THE COMPANY
There has been no change in the nature of the business of the company during the year in review.
DEPOSITS
During the year, the Company did not accept any deposits from the public.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.elangoindustries.com
LOANS, GUARANTEES OR INVESTMENTS
During the year 2021-22, the Company has given a fixed deposit its name, as security to a one-time inland letter of credit facility availed by its group Company, which comes within the purview of Section 185 of the Companies Act, 2013. Thereby, approval of shareholders was obtained by the Company at the Extraordinary General Meeting held on March 21, 2022
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a whistle blower policy to report genuine concerns or grievances. Your company hereby affirms that no complaint was received during the year.
SECRETARIAL STANDARDS
During the Financial Year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO
Since the company has no manufacturing activities, at present details are not furnished.
ENVIRONMENT & SAFTEY
The Company is very conscious of the need to protect environment. The company is taking all possible steps for safe guarding the environment.
RISK MANAGEMENT
As already stated since the company has no activities there are no assets which are active. Hence the company has not framed any risk management policy.
CODE OF CONDUCT
The Board of Directors has adopted a Code of Ethics and Business Conduct for the Directors and Senior Personnel. The Code is a comprehensive one applicable to all Directors, Executive and Non-Executive, and members of Senior Management. The Code has been circulated to all the members of the Board and senior personnel and they have affirmed compliance of the same.
CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015
Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a certificate received from a Company Secretary in practice is enclosed as Annexure- 5
DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment and all employees (permanent, contract, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year 2021-22 under review.
CAUTIONARY STATEMENT
Statements in this Annual Report, particularly those relating to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations, may constitute 'forwardlooking statements' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.
ACKNOWLEDGEMENT
The Board takes this opportunity to thank all employees for their commitment, dedication and cooperation.
For and on behalf of the Board of Directors
Elango Industries Limited
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
COMPANY OVERVIEW
Elango Industries Limited initially established a steel plant to produce steel ingots in Karaikal and Pondicherry in 1994. After about 10 years in the steel industry, it was sold and the promoters commissioned a 7 Mw Gas based power plant in 2005 in Mayiladuthurai. Later, seeing good prospects and opportunities in power generation business, another 63Mw captive power plant using coal was set up in 2012. Since then, the Company has majorly been a power generation and distribution company. Elango Industries Limited has been lately providing operation and maintenance services to power plants, which constitutes its major revenue. Further, the company has also started to market and sell the power produced by the power plants of its clients, to increase its revenue. During the tough times of COVID-19 pandemic, both the financial years 2020-21 and 2021-22 took a big hit, however, the business is slowly recovering and the Company's financial position is better than the previous financial year. It is very evidently visible in the financials disclosed by the Company.
OPPORTUNITIES AND THREATS
The Company is steadily trying to increase its operations and its planning on investing in assets like spare parts which are required in due course in conducting the services of operations and maintenance of power plants of the clients. The company is trying to create more opportunities for itself in order to increase its sales and revenue. The Board of Directors have been working relentlessly to add value to the company also so that, it reflects on the share price as quoted on the BSE, where the Company's shares are listed. However, the blip caused by Covid-19 pandemic has disrupted the business as well as logistics, negatively impacting overall power industry
The pandemic has caused heavy losses to all industries across the country. Even as the leather industry was anticipating a comeback of momentum in 2022 over the previous year a second wave of COVID-19 rendered even greater damage, furthering the sense of uncertainty. Subsequently, in tandem with the gradual unlock process; revenues started improving, even as periodic lockdowns affected consumer sentiments amidst subdued demand.
Nonetheless, in later part of the year Indian economy recovered well from the pandemic induced disruptions aided by India's commendable COVID vaccination coverage, which has crossed 190 crore mark, with almost 90% of the eligible population receiving at least one dose. Further, the government has started vaccination drive for youngsters in the age group 15-18 years. These developments seem to have helped curtail the mortality impact of the more transmissible Omicron variant and gives us hope that we will be able to come out of this quicker and stronger
Furthermore, since there has not been an end to the pandemic, it is very difficult to conclude that the situation would get better sooner or later. Living by the order of the day, the Directors are trying to do the best possible for the company in given the current situation, to improve the performance, both in terms of finances and operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely. Company ensures adherence to all statutes. The Internal Financial Control systems are adequate considering the present state of business. The company has established Internal Financial Control framework including internal control over financial reporting operating controls and fraud framework. The framework is revised regularly by the management and tested by the internal audit team. Based on the periodical testing, the frame work is strengthened from time to time to ensure adequacy and effectiveness of Internal Financial Controls. The Report of the Statutory Auditors containing the Internal Financial Controls is given in the Statutory Auditors Report for the year ended March 31, 2022
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Comparing the performance of the current financial year, i.e., 2021-22 with the previous financial year, i.e., 2020-21; there has certainly been an improvement in the financials of the company in the current. There has been an increase in the net sales, which has gone upto 55 lakhs as against 25 lakhs in the previous financial year.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
HUMAN RESOURCES
The Company strives to maintain a cordial relationship and healthy atmosphere with its employees at all times. Continuous commitment to upgrading skills is an integral part of the human resource development policy of the Company. The Company is an equal opportunity employer and promotes diversity in its workforce. Equal opportunities are given to optimize their potential and improve their standard of living. The Company lays great emphasis on retention of its human talents. Employees' welfare is a paramount consideration of the Company.
CAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forwarding looking statements based upon the data available with the Company, assumptions with regard to global economic conditions, the Government policies etc. The Company cannot guarantee the accuracy of assumptions and perceived performance of the Company in future. Therefore, it is cautioned that the actual results may materially differ from those expressed or implied in the report.
For and on behalf of the Board of Directors Elango Industries Limited
INFORMATION REQUIRED PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
- Ratio of the remuneration of each Director to the median remuneration of the Employee of the Company for the financial year 2020-21 - Remuneration is not paid to the Directors and there were only two employees during the year.
- The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary or manager during the financial year 2020-21 – No salary is paid to any Director. There is no increase in the remuneration of Company Secretary and Chief Financial Officer.
- The percentage increase in the median remuneration of Employees in the financial year 2020-21- There are no employees other than Company Secretary who draws salary throughout the year.
- The company has 6 permanent employees on the rolls of the company as on March 31, 2021
- Average percentile increase made in the salaries of employees other than the managerial personnel in the financial year- There is no increase in salary for persons other managerial personnel.
- It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.
For and on behalf of the Board of Directors Elango Industries Limited
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013
FORM AOC 2
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms-length transactions under third proviso thereto :
| 1. | Details of contracts or arrangements or transactions not at arm's length basis : | |
|---|---|---|
| (a) | Name (s) of the related party and nature of relationship | |
| (b) | Nature of contracts/arrangements/ transactions | |
| (c) | Duration of the contracts or arrangements or transactions including the value, if any | |
| (d) | Salient terms of the contracts or arrangements or transactions including the value, if any | |
| (e) | Justification for entering into such contracts or arrangements or transactions | Nil |
| (f) | Date (s) of approval by the Board | |
| (g) | Amount paid as advances, if any | |
| (h) | Date on which the special resolution was passed in general meeting as required under first | |
| proviso to Section 188 | ||
| (a) Name(s) of the related party and nature of relationship |
Cauvery Power Trading Chennai Private Limited- Group Company |
|---|---|
| (b)Nature of contracts/ arrangements/ Transactions, Salient terms of the contracts or arrangements or transactions including the value, if any and duration of contract |
Advertisement Expenses |
| (c)Amount paid advance, if any | No advance has been paid. |
| (d) Date(s) of approval by the Board, if any: | February 25, 2022 |
For and on behalf of the Board of Directors Elango Industries Limited
Form No. MR-3 - SECRETARIAL AUDIT REPORT
FINANCIAL YEAR ENDED 31ST MARCH, 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members of Elango Industries Limited No.5,Ranganathan Gardens, 15th Main Road Extension, Anna Nagar, Chennai-600040
I have conducted the secretarial audit of the compliance of the applicable statutory provisions and adherence to good corporate practices by Elango Industries Limited (CIN: L27104TN1989PLC017042). The Company has Authorised Share Capital of Rs. 4,00,00,000/- and paid up share capital of Rs. 3,81,61,000/-. The Company is listed with the BSE Limited with scrip code: 513452, and ISIN No: INE594D01018. Secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.
Based on my verification of Elango Industries Limited's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering its financial year ended on 31st March, 2022 complied with the statutory provisions listed hereunder and also the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2022 according to the provisions of:
- i) The Companies Act, 2013 (the Act) and the rules made there under;
- ii) The Securities Contracts (Regulations) Act, 1956 ("SCRA") and the rules made there under;
- iii) The Depositories Act, 1996 and the Regulations and Bye- Laws framed there under;
- iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment-Not Applicable to the Company during the Audit Period
- v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"):-
- a) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client
- b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not Applicable to the Company during the Audit Period
- c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009- Not Applicable to the Company during the Audit Period
- d) The Securities and Exchange Board of India (Employees stock option Scheme and Employees Stock Purchase Scheme Guidelines, 1999; - Not Applicable to the Company during the Audit Period
- e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008; Not Applicable to the Company during the Audit Period
- f) The Securities and Exchange Board of India (Delisting of Equity shares) Regulations, 2009; and Not Applicable to the Company during the Audit Period
- g) The Securities and Exchange Board of India (buyback of Securities) Regulations, 1998; Not Applicable to the Company during the Audit Period
- h) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(vi) Other Applicable Laws like
- a) The Factories Act 1948
- b) The Industrial Dispute Act, 1947
- c) The Payment of wages Act,1936
- d) The Minimum Wages Act,1948
- e) The Employees State Insurance Act ,1948
- f) The Employees' Provident Fund and Miscellaneous Provision Act, 1952
- g) The payment of bonus Act,1965
- h) The Payment of Gratuity Act, 1972
- i) The Contract Labour Abolition Act 1970
- j) The Maternity Benefit Act 1961
- k) The Child Labour (Prohibition and Regulation) Act 1986
- l) The Industrial Employment (Standing Orders) Act 1946
- m) The Employees' Compensation Act 1923
- n) The Apprentice Act,1961
- o) The Equal Remuneration Act, 1976
- p) The Employment Exchange (Compulsory Notification of Vacancies Act)1956
- q) The Electricity Act, 2003
- r) National Tariff Policy
- s) Essential Commodities Act, 1955
- t) Explosives Act, 1884
- u) Indian Boilers Act, 1923
- v) Mines Act, 1952 (wherever applicable)
- w) Mines and Mineral (Regulation and Development) Act, 1957 (wherever applicable)
As the company has not had any business activities, the laws mentioned above are not applicable to the company.
I have also examined compliance with the applicable clauses of the following:
- (i) Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI)
- (ii) The Listing agreements entered by the company with BSE Limited
The other laws as may be applicable specifically to the Company which are mentioned in clause (vi) Under any other laws, based on the reports of the Company, I hereby report that the Company has substantially complied with the provisions of those Acts that are applicable. Based on the information, explanations and management representation, the Company has substantially complied with the Tax laws applicable to the Company.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines etc. mentioned above except to the extent mentioned below:
The Company has not maintained Structured Digital Database as required under Regulation 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 as on 30th June, 2022
I further report that:
- Subject to my observations the Board of Directors of the Company in general is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
- Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.
- All decisions of the Board and Committees thereof were carried out with requisite majority.
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period the instances of violations and non-compliances mentioned above may result in attracting penal provisions which are severe in nature and for the company there is a contingency that it may have to pay penalties.
Place: New Delhi for Amresh & Associates Date: August 22, 2022 (Company Secretaries) Amresh Kumar (Proprietor) M. No.:32262/CP.: 22067 UDIN: A032262D000826594
This report is to be read with our letter of even date which is annexed as Annexure A which forms an integral part of this report
Annexure A
The Members of Elango Industries Limited No. 5, Ranganathan Gardens, 15th Main Road Extension, Anna Nagar, Chennai-600040
My report of even date is to be read along with this letter.
-
- Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.
-
- I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial records. The verification was done on test basis to ensure the correct facts as reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.
-
- I have not verified the correctness and appropriateness of financial records and Book of Accounts of the company.
-
- Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
-
- The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards are the responsibility of management. Our examination was limited to the verification of procedures on test basis.
-
- The Secretarial Audit report is neither an assurance to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.
Place: New Delhi For Amresh & Associates Date: August 22, 2022 (Company Secretaries) Amresh Kumar M. No.:32262/CP.: 22067 UDIN: A032262D000826594
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
The Members of Elango Industries Limited No. 5, Ranganathan Gardens, 15th Main Road Extension, Anna Nagar, Chennai-600040
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Elango Industries Limited (CIN: L27104TN1989PLC017042 ) having registered office at No. 5, Ranganathan Gaerden, 15th Main Road Extension, Anna Nagar, Chennai,-600040 (hereinafter referred to as 'the Company'), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the
Company as stated below for the Financial Year ending on 31st March, 2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
| Sr. No. | Name of Directors | DIN | Date of appointment in Company |
|---|---|---|---|
| 1 | S. ELANGOVAN | 01725838 | 22/09/2009 |
| 2 | S.A PREMKUMAR | 00342952 | 21/12/1995 |
| 3 | RAMASAMY | 06920191 | 14/07/2014 |
| 4 | PREETHI SHANKAR | 07117043 | 29/09/2015 |
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
Place: New Delhi for Amresh & Associates
Date: August 22, 2022 (Company Secretaries)
Amresh Kumar (Proprietor)
M. No.:32262/CP.: 22067
UDIN: A032262D0000826693
Independent Auditors' Report
To the Members of M/s. Elango Industries Limited
Report on the Audit of the Standalone Financial Statements
Qualified Opinion
We have audited the accompanying standalone Financial Statements of Elango Industries Limited(the Company),which comprise the Balance Sheet as at 31 March 2022, the Statement of Profit and Loss, (including the statement of other Comprehensive Income), the Statement of Cash Flow, the statement of changes in Equity for the year then ended and notes to the financial statements, including a summary of significant accounting policies and other explanatory information(herein after referred to as 'Standalone Financial Statements').
In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion in our report, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (IND AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2022, its profits including other comprehensive Income, its cash flows and the statement of changes in equity for the year ended on that date.
Basis for Qualified Opinion
Based on information provided to us by management, the Standalone Financial Statements consists of a Rs.1,09,96,636/- under Other Non-Current Assets – Electricity Subsidy . As per explanations received; this is Electricity Subsidy receivable pending for a long period. In the absence of adequate information with regard to their present status, we are unable to ascertain the recoverability of this balance. Balance confirmation for transactions with some of the Companies who are Related Parties are to be obtained and reconciled.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the Standalone Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our Professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statement as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters.
In addition to the matter described in the Basis for Qualified Opinion section we have determined the matters described below to be the key audit matters to be communicated in our report.
| S. No. |
Key Audit Matters | Auditor's Response |
|---|---|---|
| 1 | The revenue recognition accounting standard involves certain key judgments relating to identification of distinct Performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognized over a period. |
Read analyzed and identified the distinct performance obligations in the Operation and Maintenance contracts. Compared these performance obligations with that identified and recorded by the company. Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration. Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings. We reviewed the collation of information and the logic of the revenue recognition from the Operation and Management services used to prepare the disclosure relating to the periods over which the Performance obligations will be satisfied. |
Information other than Financial Statements and Auditor's Report thereon
The Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Board's Report including Annexures to the Board's Report, Business Responsibility Report, Corporate Governance Report and Shareholder's information, but does not include the standalone financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. We have concluded that such material misstatement of the other information exist in respect of matters described in the basis for qualified opinion section above.
Responsibility of Management and those charged with governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including Other Comprehensive Income, cash flows and the statement of changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and the relevant provisions of the Companies Act, 2013. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financialcontrols,thatwereoperatingeffectivelyforensuringtheaccuracyandcompletenessof the accounting records, relevant to the preparation and presentation of the Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone financial statements, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the company's financial reporting process.
Auditors' Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained upto the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the standalone financial statement, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
ReportonOtherLegalandRegulatory Requirements
-
- As required by the Companies (Auditor's Report) Order, 2020 ('the Order') issued by the Central Government of India in terms of sub section(11) of Section 143 of the Act, we give in the 'Annexure A', a statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.
-
- As required by Section 143 (3)of the Act, based on our audit were port that:
- a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
- b. Except for the effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
- c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and statement of changes in Equity dealt with by this Report are in agreement with the books of account;
- d. Except for the effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
- e. On the basis of the written representations received from the directors as on 31 March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of Section164(2) of the Act;
- f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in 'Annexure B'; and
-
g. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according the explanations give to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
-
h. With respect to the other matters to be included in the Auditors' Report in accordance withRule11of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us :
- i. The Company does not have any pending litigations which would impact its financial position;
- ii. The company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
- iii. There were no amounts which were required to be transferred to the investor Education and Protection Fund during the year, by the Company.
- iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
- (b) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
- (c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to or notice that has caused us to believe that the representation under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
- v. No Dividend is declared or paid during the year by the Company.
For P PATTABIRAMEN & CO., Chartered Accountants Firm Registration No.: 002609S
P VIJAY ANAND Partner Membership No: 211954 UDIN:22211954AICWGJ1743
Place: Chennai Date: April 29, 2022
ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' of our report of even date)
- (i) (a) (A) According to the information and explanations given to us, the Company is adequately maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant & Equipment.
- (B) According to the information and explanations given to us, the Company does not have intangible assets and hence this sub clause is not applicable to the Company.
- (b) According to the information and explanations given to us, all the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.
- (c) According to information and explanations given to us, the company has no immovable properties and verification of original Title deeds does not arise.
- (d) According to information and explanations given to us, the Company has not revalued its Property Plant & Equipment or Intangible Assets during the year and hence this clause is not applicable to the Company.
- (e) According to information and explanations given to us, there are no proceedings initiated or pending against the Company under the Benami transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
- (ii) (a) According to the information and explanations given to us, there were no inventories hence this sub clause is not applicable to the Company.
- (b) According to the information and explanations given to us, the Company has not been sanctioned Working capital limit in excess of five crore rupees, in aggregate, at any point of time during the year, from banks or financial institutions on the basis of security of current assets and hence this sub clause is not applicable to the Company.
- (iii) According to the information and explanations given to us, the company has provided guarantee to a private limited company, a related party.
- (a)According to the information and explanations given to us, during the year the company has provided guarantee to a private limited company, a related party:
- (A) The Aggregate amount of guarantee provided during the year is Rs.55,00,000/- Balance outstanding at Balance sheet date is Rs. Nil to the subsidiaries, Joint venture and Associates.
- (B) According to the information and explanations given to us, the company has not provided loans or advances and guarantee to parties other than subsidiaries, Joint venture and Associates.
-
(b) According to the information and explanations given to us, the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided are not prejudicial to the company's interest;
-
(c) Since the Company has provided guarantee, the repayment schedule is not prescribed.
- (d) According to the information and explanations given to us, the Company has provided guarantee and no overdue amount as at year end.
- (e) According to the information and explanations given to us, the Company has no loan or advance in the nature of loan granted and hence this sub clause is not applicable to the Company.
- (f) According to the information and explanations given to us, the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment and hence this clause is not applicable to the Company.
- (iv) In our opinion and according to the information and explanations given to us, in respect of loans, investments, guarantees and security given by the Company, the provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.
- (v) According to the information and explanations given to us, the Company has not accepted any deposits and accordingly this clause (v) is not applicable to the Company.
- (vi) Maintenance of cost records has not been specified by the Central Government under sub-section (1) of Section 148 of the companies Act, 2013.
- (vii) (a) According to the informations and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and any other statutory dues, wherever applicable, with the appropriate authorities during the year and no undisputed amounts payable were outstanding as at March 31 2022 for a period of more than six months from the day on which they became payable.
- (b) According to the information and explanations given to us, there are no disputed dues in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and any other statutory dues applicable.
- (viii) According to the information and explanations given to us, no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under Income Tax Act,1961(43 of 1961).
-
(ix) (a) According to the information and explanations given to us, the company has not defaulted in repayment of loans or other borrowings or in the payment of interest during the year.
- (b) According to the information and explanations given to us, the Company has not been declared willful defaulter by any bank or financial institution or other lender.
-
(c) According to the information and explanations given to us, the Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year.
- (d) According to the information and explanations given to us, funds raised on shortterm basis have, prima facie not been used during the year for long-term purposes.
- (e) According to the information and explanations given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.
- (f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.
- (x) (a) According to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence this sub clause is not applicable to the Company.
- (b) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year and hence this sub clause is not applicable to the Company.
- (xi) (a) According to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the period under review.
- (b) As stated in the sub clause above, therefore filing of ADT 4 is not applicable for the company during the previous year and upto the date of this report.
- (c) According to the information and explanations given to us, no whistle-blower complaints were received during the year by the Company.
- (xii) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, this clause (xii) of the Order is not applicable to the Company.
- (xiii) In our opinion and according to the information and explanation given to us, transactions entered into with the related parties are in compliance with section 177 and 188 of Companies Act, 2013, where applicable. The details of all transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.
- (xiv) (a) According to the information and explanation given to us, the company has an internal audit system in commensurate with the size and nature of its business.
- (b) The reports of the Internal Auditors for the period under audit were considered by us, in determining the nature, timing and extent of audit procedures.
-
(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them.
-
(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
- (b) The Company has not conducted any Non-Banking Financial or Housing Finance activities during the year.
- (c)The Company is not a Core Investment company and there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and hence sub clause (c) and (d) are not applicable to the Company.
- (xvii) The company has not incurred cash losses in the financial year and in the immediately Preceding financial year.
- (xviii) There is no resignation of statutory auditors during the year and hence this clause is not applicable to the Company.
- (xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of its financial liabilities, other information accompanying the financial statement and based on our examination of the evidence supporting the assumptions, no material uncertainty exists as at the date of audit report of the company and the company is capable of meeting its liabilities existing at the date of the Balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
- (xx) According to the information and explanations given to us and based on the financial statements of the Company, section 135 of the Companies Act is not applicable to the Company and hence this Clause is not applicable.
- (xxi) There is no Consolidated Financial Statements and consequent qualifications or adverse remarks in the Companies (Auditor's Report) Order (CARO) of the companies included in the Consolidated Financial Statements and hence this clause is not applicable to the company.
For P. Pattabiramen & Co., Chartered Accountants, Firm Regn.No.002609S
Vijay Anand P Partner Membership No. 211954 UDIN: 22211954AICWGJ1743
Place: Chennai. Dated: 29th April 2022
ANNEXURE B -TO THE INDEPENDENT AUDITOR'S REPORT
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Elango Industries Limited ("the Company") as of 31 March 2022 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A company's internal financial control over financial reporting includes those policies and procedures that
- a. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
- b. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
- c. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2022, based on the internal financial control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For P. Pattabiramen & Co., Chartered Accountants Firm Regn. No.002609S
Place: Chennai - 600040 Partner/M. No.211954
P. Vijay Anand Date: April 29th, 2022 UDIN: 22211954AICWGJ1743
No.5, Ranganathan Gardens, 15th Main Road - Extn.Anna Nagar, Chennai 600040 CIN: L27104TN1989PLC017042
Standalone Balance sheet as at 31 March 2022
| Rs in '000 | |||
|---|---|---|---|
| Particulars | Note | As at | As at |
| 31 March 2022 | 31 March 2021 | ||
| ASSETS | |||
| Non-current Assets | |||
| Property, Plant and Equiment and | |||
| Intangible Assets: | |||
| Property, Plant and Equipment | 2 | 268 | 606 |
| Financial Assets: | |||
| Investments | 3 | - | 250 |
| Deferred Tax Assets | 4 | 18 | - |
| Other Non-Current Assets | 5 | 12,466 | 33,319 |
| 12,752 | 34,176 | ||
| Current assets | |||
| Financial Assets | |||
| -Trade receivable | 6 | - | 832 |
| -Cash and cash equivalents | 7 | 28,148 | 516 |
| Other Current Assets | 8 | 2,644 | 12,785 |
| 30,792 43,546 |
14,133 | ||
| Total Assets | 48,308 | ||
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Equity Share capital | 9 | 38,216 | 38,216 |
| Other Equity | 10 | 4,631 | 9,119 |
| 42,847 | 47,335 | ||
| LIABILITIES | |||
| Non -Current liabilities | |||
| Deferred Tax Liability | 11 | - | 35 |
| - | 35 | ||
| Current liabilities | |||
| Financial Liabilities | |||
| - Trade payables | 12 | 85 | 505 |
| Other current liabilities | 13 | 528 | 288 |
| Provisions | 14 | 85 699 |
144 938 |
| 43,546 | |||
| Total Equity and Liabilities | 48,308 |
Significant accounting policies 1 Notes to the accounts 2-13
The accompanying notes forms an integral part of these standalone financial statements.
As per our report of even date attached for and on behalf of the Board of Directors of For P PATTABIRAMEN & CO., ELANGO INDUSTRIES LIMITED ICAI Firm Registration No. 002609S Chartered Accountants,
Membership No.: 211954 Chennai
S.Elangovan S.A. Premkumar P Vijay Anand Chairman & Managing Director Director Partner DIN:01725838 DIN:00342952
Date: 29 April 2022 Arun Adaikappan A Roshini Selvakumar Chief Financial Officer Company Secretary Chennai
ELANGO INDUSTRIES LIMITED No.5, Ranganathan Gardens, 15th Main Road - Extn.Anna Nagar, Chennai 600040 CIN: L27104TN1989PLC017042
| Rs in '000 | |||
|---|---|---|---|
| Particulars | Note No. |
For the year ended 31 March 2022 |
For the year ended 31 March 2021 |
| Revenue | |||
| Revenue From Operations | 15 | 5,491 | 2,500 |
| Other Income | 16 | 1,127 | 1,125 |
| Total Income | 6,618 | 3,625 | |
| Expenses | |||
| Employee benefits expense | 17 | 1,653 | 328 |
| Depreciation and Amortisation | 2 | 338 | 2 |
| Other expenses | 18 | 9,168 | 2,747 |
| Total Expenses | 11,159 | 3,077 | |
| Profit/(loss) before exceptional items and tax | (4,540) | 547 | |
| Exceptional Items | - | - | |
| Profit/(loss) before tax | (4,540) | 547 | |
| Tax expense: | |||
| (1) Current tax | - | 85 | |
| (2) Deferred tax | (44) | 35 | |
| Profit/(loss) after Tax | (4,496) | 426 | |
| Other Comprehensive Income | - | ||
| Total Other Comprehensive Income | - | ||
| Total Comprehensive Income for the year | (4,496) | 426 | |
| Earnings per equity share(Par Value Rs.10/ share) | |||
| (1) Basic and Diluted | 19 | (1.18) | 0.11 |
Statement of Profit and Loss for the year ended 31 March 2022
Significant accounting policies 1
Notes to the accounts 2-13
The accompanying notes forms an integral part of these standalone financial statements. As per our report of even date attached For P PATTABIRAMEN & CO., for and on behalf of the Board of Directors of
ICAI Firm Registration No. 002609S ELANGO INDUSTRIES LIMITED Chartered Accountants,
Chennai Date: 29 April 2022
P Vijay Anand S.Elangovan S.A. Premkumar Partner Chairman & Managing Director Director Membership No.: 211954 DIN:01725838 DIN:00342952
Chief Financial Officer Company Secretary Chennai
Arun Adaikappan A Roshini Selvakumar
No.5, Ranganathan Gardens, 15th Main Road - Extn.Anna Nagar, Chennai 600040 CIN: L27104TN1989PLC017042
Statement of Changes in Equity for the year ended 31st March 2022
| A. Equity Share Capital | (Amount in Rs) | |||
|---|---|---|---|---|
| Balance at the beginning of the Reporting period i.e 1st April 2020 |
Changes in Equity share capital during the year |
Balance as at the end of the reporting period i.e 31st March 2021 |
Changes in Equity share capital during the year |
Balance as at the end of the reporting period i.e 31st March 2022 |
| i. 3816100 No. of shares at Face Value Rs.10 per share |
- | 3816100 No. of shares at Face Value Rs.10 per share |
- | 3816100 No. of shares at Face Value Rs.10 per share |
| ii. Forfeited 22000 shares at paid up amount Rs.2.5/- per share |
- | Forfeited 22000 shares at paid up amount Rs.2.5/- per share |
- | Forfeited 22000 shares at paid up amount Rs.2.5/- per share |
| 3,82,16,000 | - | 3,82,16,000 | - | 3,82,16,000 |
B. Other Equity (Amount in Rs)
| Particulars | General Reserve & Subsidy |
Profit & Loss Account |
Other Comprehensive Income |
Total |
|---|---|---|---|---|
| Balance at the beginning of the Reporting period i.e 1st April 2020 |
5,028 | 3,252 | - | 8,279 |
| Add/(Less):- Transfer from/(to) Profit and Loss Account |
413 | - | 413 | |
| Add/(Less):- Profit/(loss) for the year | - | 426 | - | 426 |
| Add/(Less):- Other Comprehensive Income for the year |
- | - | - | - |
| Balance as at the end of the reporting period i.e 31st March 2021 |
5,028 | 4,091 | - | 9,119 |
| Balance at the beginning of the Reporting period i.e 1st April 2021 |
5,028 | 4,091 | - | 9,119 |
| Add/(Less):- Changes during the year | 9 | 9 | ||
| Add/(Less):- Transfer from/(to) Profit and Loss Account |
- | - | - | |
| Add/(Less):- Profit/(loss) for the year | - | (4,496) | - | (4,496) |
| Add/(Less):- Other Comprehensive Income for the year |
- | - | - | - |
| Balance as at the end of the reporting period i.e 31st March 2022 |
5,028 | (396) | - | 4,631 |
As per our report of even date attached ICAI Firm Registration No. 002609S ELANGO INDUSTRIES LIMITED Chartered Accountants,
Partner Membership No.: 211954 Chennai Arun Adaikappan A Roshini Selvakumar Date: 29 April 2022 Chief Financial Officer Company Secretary
For P PATTABIRAMEN & CO., for and on behalf of the Board of Directors of
S.Elangovan S.A. Premkumar Chairman & Managing Director Director P Vijay Anand DIN:01725838 DIN:00342952
Chennai
No.5, Ranganathan Gardens, 15th Main Road - Extn.Anna Nagar, Chennai 600040
CIN: L27104TN1989PLC017042
| Cash Flow Statement for the period ended 31 March 2022 | Rs in '000 | |||
|---|---|---|---|---|
| Particulars | Note | For the year ended 31 Mar 2022 |
For the year ended 31 Mar 2021 |
|
| Cash flows from operating activities | ||||
| Profit before tax after Depreciation | (4,202) | 549 | ||
| Operating cash flow before working capital changes | (4,202) | 549 | ||
| Adjustment For:- | ||||
| (Increase)/ Decrease in Current and Non current financial assets |
(197) | - | ||
| (Increase)/ Decrease in Other Current and Non-current assets | 31,442 | (6,668) | ||
| (Increase)/ Decrease in Trade Receivables | 832 | 6,801 | ||
| Increase/ ( Decrease) in current and Non-current liabilities | (242) | 429 | ||
| Cash generated from operations Income taxes (paid)/refund |
27,633 | 1,110 - |
||
| Cash generated from operations [A] | 27,633 | 1,110 | ||
| Cash flows from investing activities | ||||
| Purchase of fixed assets (Including Capital Work in Progress) | - | (608) | ||
| Net cash generated used in investing activities [B] | - | (608) | ||
| Cash flows from financing activities | ||||
| Proceeds from issue of shares | - | - | ||
| Net cash generated from financing activities [C] | - | - | ||
| Increase in cash and cash equivalents [A+B+C] | 27,633 | 502 | ||
| Cash and cash equivalents at the beginning of the year | 516 | 14 | ||
| Cash and cash equivalents at the end of the year | 28,148 | 516 | ||
| Components of cash and cash equivalents | 0 | |||
| Cash on hand | - | 0 | ||
| Balances with banks | ||||
| - in current accounts | 12,609 | 516 | ||
| -in short term deposits | 15,540 | - | ||
| Total cash and cash equivalents | 28,148 | 516 | ||
| Significant accounting policies Notes to the accounts |
1 13 |
|||
| As per our report of even date attached | ||||
| For P PATTABIRAMEN & CO., | For and on behalf of the Board of Directors of | |||
| ICAI Firm Registration No. 002609S | ELANGO INDUSTRIES LIMITED | |||
| Chartered Accountants, | ||||
| S.Elangovan | S.A. Premkumar | |||
| P Vijay Anand | Chairman & Managing Director | Director | ||
| Partner | DIN:01725838 | DIN:00342952 | ||
| Membership No.: 211954 | ||||
| Chennai | Arun Adaikappan A | Roshini Selvakumar | ||
| Date: 29 April 2022 | Chief Financial Officer | Company Secretary |
Chennai
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE
YEAR ENDED MARCH 31, 2022:
Corporate Information:Elango Industries limited ("the Company") was incorporated on 13 March 1989 in India and registered under the Companies Act, 2013. The Company is listed in the Bombay Stock Exchange of India. The Company has been carrying on Operation & Maintenance - (O&M) activities and other service activities.
1. Significant accounting policies:
The significant accounting policies applied by the Company in the preparation of its financial statements are listed below. Such accounting policies have been applied consistently to all the periods presented in these Financial Statements, unless otherwise indicated.
1.1 Statement of Compliance:
In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as "Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) amendment Rules 2016, as amended from time to time. The Financial Statements of the Company have been prepared and presented in accordance with Ind AS.
The standalone financial statements are authorized for issue by Company's Board of Directors on April 29th 2022.
The Financial Statements have been prepared on a historical cost or amortized cost basis, except for certain financial assets and liabilities which have been measured at fair value.
The functional and presentation currency of the Company is Indian Rupee which is the currency of the primary economic environment in which the Company operates.
1.2 Summary of Significant Accounting Policies:
a. Current versus non-current classification
The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle
- Held primarily for the purpose of trading
- Expected to be realised within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company's normal operating cycle is as set out in Schedule III of The Companies Act, 2013. Based on the nature of services and the time between the cash outflow and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current/non-current classification of assets and liabilities.
b. Financial Instruments
Equity Investments
The investment of Rs.2,50,000/- in the Equity shares of M/s. Kaveri Gas Power Ltd., under the same management whose shares are unquoted are valued at cost as per the equity method in accordance with the Ind As 28 Investment in Associates. The Management is of the opinion that there is diminution in the value of these investments and therefore provision for diminution in value is made in the books of accounts for Rs.2,50,000/-
Investments in Subsidiaries and Associates are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in Subsidiaries and Associates, the difference between net disposal proceeds and the carrying amounts are recognized in the Statement of Profit and Loss.
Upon first time adoption of Ind As, the Company has elected to measure its investments in Subsidiaries and Associates at the previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS i.e., April 1st, 2016.
Carrying value for all its investments in Subsidiaries, Joint Ventures and Associates as at the date of transition to Ind As, measured as per previous GAAP are treated as their deemed costs as at the date of transition.
c. Fair value measurement of financial instruments:
The Company measures financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
d. Revenue recognition:
Revenue from services is recognized in the financial statement based on the full performance and completion of services rendered relating to the Operation & maintenance services provided to Associate Companies and when it is probable that economic benefits associated with the transaction will flow to the entity.
The company has applied the principles under the IND AS 115 to account the revenues from these performance obligations. Revenue from the operations and management services are recognized as the performance obligations are satisfied. During the current year the activity of rendering service relating to operation and maintenance continued with other group company. The company recognized revenue from these operations up to the period of performance carried out only.
e. Taxes
Current income tax
Tax expense for the year comprises current and deferred tax. The tax currently payable is based on taxable profit for the year. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The Company's liability for current tax is calculated using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred income tax
Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are generally recognised for all the taxable temporary differences.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences,and the carry forward of unused tax credits and unused tax losses can be utilized.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is nolonger probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity).
Deferred income tax has been recognizedfor all timing differences during the financial year, subject to consideration of prudence.
f. Property, plant and equipment (PPE)
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment.
Freehold land is carried at historical cost and is not depreciated. Capital work in progress and all other property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Any trade discounts and rebates are deducted in arriving at the purchase price.
The present value of the expected cost for decommissioning of an asset after its use is included in the cost of the respective asset, if the recognition criteria for a provision are met.
An item of Property, plant and equipment and any significant part initially recognised is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognised.
The Company identifies and determines cost of each component / part of the asset separately, if the component/ part have a cost which is significant to the total cost of the asset having useful life that is materially different from that of the remaining asset.
The residual values, useful lives and methods of depreciation of Property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
g. Depreciation on Property Plant and Equipment:
The schedule II of The Companies Act, 2013 prescribes useful lives for Property Plant and Equipment. The schedule II allows companies to use higher/lower useful lives and residual values if such useful lives and residual value can be technically supported and justification for difference is disclosed in the financial statements.
Considering the applicability of schedule II, the management has re-estimated useful lives and residual value of all its Property Plant and Equipment. Management believes that depreciation rates currently used fairly reflects its estimate of useful lives and residual value of fixed assets and in compliance of schedule II of the companies Act, 2013.
Depreciation in respect of Property Plant and Equipment acquired during the year has been provided prorata from the date such assets are acquired / put to use.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.
The Company depreciates the Property, Plant and Equipment over their estimated useful life using the Written Down Value method.
h. Provisions, contingent assets and liabilities:
Provisions:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities:
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements.
Contingent assets:
Contingent assets are neither recognized nor disclosed in the Financial Statements. Provisions and contingent liability are reviewed at each balance sheet.
i. Retirement and other employee benefits
As there are less number of employees on the roll of the Company, the Company has not devised any recognized contribution plan.
j. Impairment of Financial Assets:
In Accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of Impairment loss on the following financial assets and credit risk exposure.
a. Financial Assets that are debt instruments are measured at amortized cost. Ex: Loans, debt securities, deposits and bank balances.
b. Trade Receivables – The application of simplified approach does not require the Company to track changes in Credit Risk, rather it recognizes impairment loss allowance based on life time ECL's at each reporting date right from its initial recognition. Trade receivables are tested for impairment on a specific basis after considering the sanctioned credit limits, security like letter of credit, security deposit collected, etc. and expectations about future cash flows.
k. Impairment of Non Financial Assets:
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. Recoverable amount is the higher of an asset's or cash generating unit's Net Selling Price and the Value in use.Asset/cash generating unit whose carrying value exceeds their recoverable amount are written down to the recoverable amount by recognising the impairment. Indefinite life intangibles are subject to review for impairment annually or more frequently, if events or circumstances indicate that it is necessary. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or group of assets is considered as a cash generating unit.
Impairment losses, are recognised in the statement of profit and loss. The impairment loss recognized in prior year accounting period is reversed if there has been a change in the estimate of recoverable amount.
l. Earnings per share:
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity share holders by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is calculated and presented when there are potential equity shares. When the weighted average number of equity shares changed in the current period as a result of bonus issue or share split or reverse share split, the calculation of basic and diluted earning per share is presented for all the periods presented.
m. Cash and Cash Equivalents:
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above.
n. Significant Accounting Judgments, Estimates and Assumptions:
The preparation of the financial statements in conformity with the accounting standards generally accepted in India requires Judgments, Estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements, reported amount of revenue and expenses during the reporting period and the accompanying disclosures. Difference between the actual results and estimates are recognised in the period in which the results are known or materialize.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2022:
2. Disclosures on Financial instruments:
This section gives an overview of the significance of financial instruments for the Group and provides additional information on balance sheet items that contain financial instruments.
The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized in respect of each class of financial asset and financial liability are disclosed in the notes to the Financial Statements.
Financial assets and liabilities
The following tables present the carrying value and fair value of each category of financial assets and liabilities as at March 31, 2022 and March 31, 2021 as under:
| AMORTISED | FAIR VALUE |
||
|---|---|---|---|
| PARTICULARS | COST | THROUGH OCI | TOTAL |
| FINANCIAL ASSETS | |||
| Investments | 0 | 0 | 0 |
| Trade Receivables | 0 | 0 | 0 |
| Cash and Cash Equivalents | 2,81,48,433 | 0 | 2,81,48,433 |
| TOTAL FINANCIAL ASSETS | 2,81,48,433 | 0 | 2,81,48,433 |
| FINANCIAL LIABILITIES | |||
| Trade Payables | 85,170 | 0 | 85,170 |
| TOTAL FINANCIAL LIABILITIES | 85,170 | 0 | 85,170 |
As at March 31, 2022
As at March 31, 2021
| AMORTISED | FAIR VALUE |
||
|---|---|---|---|
| PARTICULARS | COST | THROUGH OCI | TOTAL |
| FINANCIAL ASSETS | |||
| Investments | 2,50,000 | 0 | 2,50,000 |
| Trade Receivables | 8,31,500 | 0 | 8,31,500 |
| Cash and Cash Equivalents | 5,15,732 | 0 | 5,15,732 |
| TOTAL FINANCIAL ASSETS | 15,97,232 | 0 | 15,97,232 |
| FINANCIAL LIABILITIES | |||
| Trade Payables | 5,05,494 | 0 | 5,05,494 |
| TOTAL FINANCIAL LIABILITIES | 5,05,494 | 0 | 5,05,494 |
The management has not disclosed the fair values for financial instruments because their carrying values approximate their fair value largely due to the short-term maturities of these instruments.
3. Financial Risk Management:
The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The Company's exposure to credit riskis influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.
Market Risk:
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes.
Interest Rate Risk: Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interestrates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations with floating interest rates. The Company does not have any long term loan. No interest rate risk is perceived.
Foreign Currency Risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.
The Company does not have borrowings and overseas transactions. Therefore, no foreign currency risk is perceived.
Credit Risk:
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations, and arises principally from the Company's receivables from customers. The maximum exposure to credit risk is equal to the carrying value of the financial assets.
Credit risk with respect to trade receivables is limited, since the Company's receivables and major portion of the Other current assets are due from related parties.
Liquidity Risk:
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.
The Company's principal source of liquidity is cash and cash equivalents and the cash flow that is generated from operations. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. Accordingly, no liquidity risk is perceived.
4. Earnings per Share:
The following table reflects data used in the basic and diluted EPS computations:
| PARTICULARS | 31-MAR-22 | 31-MAR-21 |
|---|---|---|
| Face value of equity share (Rs.) | 10 | 10 |
| Profit/ (Loss) attributable to equity holders of the Company (Rs.) | (44,96,087) | 4,26,400 |
| Weighted average number of equity shares | 38,16,100 | 38,16,100 |
| Earnings Per Share - Basic and Diluted | (1.18) | 0.11 |
5. Related Party Disclosures as per IND AS-24:
| PARTICULARS | SUBSIDIARY COMPANY |
OTHER COMPANY |
KEY MANAGERIAL PERSON |
YE 31.03.2022 |
YE 31.03.2021 |
|---|---|---|---|---|---|
| Investment Equity shares |
Associate- Kaveri Gas Power Pvt ltd |
S. Elangovan S.A. Prem Kumar |
- | 2,50,000/- | |
| Sundry Debtors for O&M |
Associate- Kaveri Gas Power Pvt ltd |
S. Elangovan S.A. Prem Kumar |
- | 8,31,500/- | |
| Sundry Creditors for expenses |
Associate- Cauvery power tradingChennai Pvt Ltd |
S. Elangovan S.A. Prem Kumar |
19,958/- | - | |
| Security Deposit | Associate- Kaveri Gas Power Pvt ltd |
S. Elangovan S.A. Prem Kumar |
- | 2,13,00,000/- | |
| Intercompany Transactions |
Associate KaveriGas Power Pvt ltd |
S. Elangovan S.A. Prem Kumar |
- | 73,47,494 /- | |
| Intercompany Transactions |
Associate- Cauvery power trading Chennai Ltd |
S. Elangovan S.A. Prem Kumar |
19,96,091/- | 51,27,239 /- | |
| O&M income& Marketing charges |
Associate- Kaveri Gas Power Pvt ltd |
S. Elangovan S.A. Prem Kumar |
58,19,711/- | 25,00,000/- | |
| Advertisement Expenses |
Associate- Cauvery power trading Chennai Ltd |
S. Elangovan S.A. Prem Kumar |
9,35,030/- | - | |
| Rent Paid | Relative to the Director |
Rs.2,25,000/- | - |
| PraseedhaElangovan | ||||
|---|---|---|---|---|
| LC Interest | Kaveri Gas Power Private Limited |
S. Elangovan S.A. Prem Kumar |
Rs.30,000/- | - |
| Interest on working capital |
Kaveri Gas Power Private Limited |
S. Elangovan S.A. Prem Kumar |
Rs.3,616/- | - |
Note: Cauvery Power Generation Chennai Private Limited and Kaveri Gas Power Private Limited are under Corporate Insolvency Resolution Process.
6. Segment Reporting:
The Company is mainly engaged in the Operation and Maintenance services activity only during this year and there were no other business activities carried out. Hence, the Company has only one segment.
7. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:
There are no micro and small scale business enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 31st March, 2022. This information to be disclosed under Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of the information available with the company
8. Corporate Social Responsibility:
As the criteria for Complying with the Provisions of Corporate Social Responsibility under the company's act 2013 has not arisen, accordingly complying with CSR activities does not arise.
-
- In the opinion of the Board of directors and to the best of their knowledge and belief, the value on realization of current assets, loans and advances In the ordinary course of business will not be less than the amount at which they are stated in balance sheet.
-
- Payment of Managerial remuneration and other benefits inclusive of perquisites were not made to the Managing Director and other Directors against their option.
11. Going Concern Basis:
The financial statements of the company have been prepared on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.
During the earlier year business operations from the activity of rendering service relating to operation and maintenance for power generating plants was not recognized as the plants were shutdown from August 2018. From the preceding financial year the activity of rendering service relating to operation and maintenance resumed with other group company.
Accordingly, the management of the company has profitable business operations duringthe Financial Year under report from the Activity of rendering service relating to Operation &Maintenancefor Power Generating Plants and other services
-
- As per the SEBI regulations on the listing obligations, the company shall ensure 100% of share holdings of promoters and promoter groups is in dematerialized form.The company has held 18,64,950 (including promoter's shares of 59,300) shares in the form of physical as on 31.03.2022.
-
- The spread of COVID-19 virus across the globe and in India has contributed a significant decline and volatility in global and Indian financial markets and a shrink in the economic activities. The full impact of COVID 19 still remains uncertain and could be different from our estimates when we prepared these financial results. As the company fully depends on the group company business and the business situation is very dynamic. The company's capital and banking facilities remain intact. There are no liquidity concerns as of now as the company is debt free. The company has made a detailed assessment of the recoverability and carrying value of its assets comprising receivables and other current assets as at the Balance Sheet date and on the basis of evaluation concluded that no material adjustments are required in the financial statements. The Company will continue to closely monitor any material changes to the future economic conditions.
-
- Title deeds of immovable properties not held in the name of Company. Details of all the immovable properties (other than properties where the Company is the lessee of and the lease agreements are duly executed in favor of the lessee) whose deeds are held in the name of the Company. NIL
-
- There are no investment in properties
-
- The Company has not revalued its Property, Plant and Equipment during the year
-
- The Company has not revalued its intangible assets during the year
-
- The Company has not granted Loans or Advances in the nature of loan to any promoters, Directors, KMPs and the related parties (As per Companies Act, 2013) , which are repayable on demand or without specifying any terms or period of repayments
-
- No proceedings have been initiated or pending against Company for holding any Benami Property under Prohibitions of Benami Transactions Act,1988(Earlier titled as Benami transactions (Prohibitions) Act,1988.
-
- The company has not filed any quarterly returns/statement of current assets with Banks since no borrowings
-
- The Company is not declared a willful defaulter by any Bank or Financial Institution or any other lender
-
- The Company has no transaction with Companies which are stuck off under section 248 of the Companies Act,2013 or under section 530 of Companies Act,1956.
-
- No charges of satisfaction are pending for registration with the Registrar of Companies
-
- The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017
-
- No scheme of arrangement has been approved by the competent authority in terms of Section 230 to 237 of the Companies Act, 2013
-
- The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiary.
| S.No | Ratios | Measure | Current year Numerator (Rs) |
Current year Denominator (Rs) |
AS on 31.03.2022 |
AS on 31.03.20 21 |
% of Variation |
Reason for difference in variance is 25% |
|---|---|---|---|---|---|---|---|---|
| 1 | Current Ratio (Current Assets/Current Liabilities) |
Times | 30,791.96 | 698.75 | 44.07 | 15.06 | 193% | Due to increase in short term Deposits and bank balance in current account, current ratio increased |
| 2 | Debt-Equity Ratio (Total debt/Total Equity) |
Times | NIL | 42,847.42 | Not Applicable | |||
| 3 | Debt Service Coverage Ratio (EBIT/ (Interest+ Principle) |
Times | (4,540.47) | NIL | Not Applicable | |||
| 4 | Return on Equity Ratio (PAT/ Shareholder's equity) |
% | (4,496.09) | 42,847.42 | -10% | 1% | -1008% | Due to increase in operating and other expenses, there is a Net loss |
| 5 | Inventory turnover ratio (COGS/Avg Inventory) |
Times | NIL | NIL | Not Applicable | |||
| 6 | Trade Receivables turnover ratio (Turnover/Avg Debtors) |
Times | 5,491.43 | 415.75 | 13.21 | 0.59 | 2136% | Trade receivables are nil for the current year hence receivables turnover is increased |
- Various ratios applicable to the company are as follows :
| 7 | Trade payables turnover ratio (Cost of goods sold /Average trade payable) |
Times | NIL | 295.33 | Not Applicable | |||
|---|---|---|---|---|---|---|---|---|
| 8 | Net capital turnover ratio (Net sales /Working capital) |
Times | 5,491.43 | 30,093.20 | 0.18 | 0.04 | 340% | Due to increase in current assets working capital increased which lead to increase in the ratio |
| 9 | Net profit ratio (Net profit/ sales) |
% | (4,540.47) | 5,491.43 | -83% | 22% | -478% | Due to increase in operating and other expenses, there is a Net loss |
| 10 | Return on Capital employed (EBIT/Capital employed) |
% | (4,540.47) | 42,847.42 | -11% | 1% | -1017% | Due to increase in operating and other expenses, there is a Net loss |
| 11 | Return on investment (EBIT/Investment) |
% | (4,540.47) | 42,847.42 | -11% | 1% | -1017% | Due to increase in operating and other expenses, there is a Net loss |
For P PATTABIRAMEN & CO., ELANGO INDUSTRIES LIMITED ICAI Firm Registration No. 002609S Chartered Accountants,
As per our report of even date attached for and on behalf of the Board of Directors of
P Vijay Anand
Partner DIN:01725838 DIN:00342952 Membership No.: 211954 Chennai Date: 29 April 2022 Arun Adaikappan A RoshiniSelvakumar
S.Elangovan S.A. Premkumar Chairman & Managing Director Director
Chief Financial Officer Company Secretary Chennai Date: 29 April 2022
| ELANGO INDUSTRIES LIMITED | |
|---|---|
Notes to the accounts for the year ended 31st March 2022 2. PROPERTY, PLANT AND EQUIPMENTS
| Computers & Accessories |
Furnitures & Fixtures |
Vehicles | equipment Office |
Total | |
|---|---|---|---|---|---|
| Cost or deemed Cost (gross carrying amount) Balance at 01.04.2020 |
488 | 120 | - | - | 608 |
| Additions | - | - | - | - | - |
| Exchange differences on translation of foreign operations Disposals |
- - |
- - |
- - |
- - |
- - |
| Balance at 31.03.2021 | 488 | 120 | - | - | 608 |
| Balance at 01.04.2021 | 488 | 120 | - | - | 608 |
| Additions | - | - | - | - | - |
| Exchange differences on translation of foreign operations Disposals |
- - |
- - |
- - |
- - |
- - |
| Balance at 31.03.2022 | 488 | 120 | - | - | 608 |
| Accumulated Depreciation and impairment losses | |||||
| Balance as at 01.04.2020 | 2 | 0 | - | - | 2 |
| Adjustment to Depreciation Depreciation for the Year |
- - |
- - |
- - |
- - |
- - |
| Disposals | - | - | - | - | - |
| Exchange differences on translation of foreign operations | - | - | - | - | - |
| Balance at 31.03.2021 | 2 | 0 | - | - | 2 |
| Balance at 01.04.2021 | 2 | 0 | - | - | 2 |
| Depreciation for the Year | 307 | 31 | - | - | 338 |
| Adjustment to Depreciation | - | - | - | - | - |
| Exchange differences on translation of foreign operations Disposals |
- - |
- - |
- - |
- - |
- - |
| Balance at 31.03.2022 | 309 | 31 | - | - | 340 |
| Carrying amount (net) | |||||
| At 31.03.2021 | 487 | 120 | - | - | 606 |
| At 31.03.2022 | 179 | 89 | - | - | 268 |
Notes to the accounts for the year ended 31st March 2022 ELANGO INDUSTRIES LIMITED
| (Rupees '000 s) | ||
|---|---|---|
| Finance Asset - Investment | As at 31 March 2022 |
As at 31 March 2021 |
| Investment in Equity Instruments(cost) - Unquoted | ||
| In Kaveri Gas Power Limited | ||
| - | 250 | |
| 250 | ||
| 25,000 (31st March 2021 - 25,000) Equity Shares @ |
- |
| 4 | Deferred Tax Assets | As at 31 March 2022 |
As at 31 March 2021 |
|---|---|---|---|
| Tax effect of items constituting deferred tax asset | |||
| Depreciation | 18 | - | |
| 18 | - |
| 5 | Other Non-Current Assets | As at 31 March 2022 |
As at 31 March 2021 |
|---|---|---|---|
| Secured, considered good | |||
| Security Deposit with Related parties | - | 21,300 | |
| Unsecured, considered good | |||
| Electricity Subsidy | 10,997 | 10,997 | |
| Sales Tax Deposit | 5 | 5 | |
| Rental Advance | 200 | 200 | |
| Deposit with NSDL | 8 | 8 | |
| Non-Current Tax Assets | |||
| Unsecured, considered good | |||
| TDS Receievable | 784 | 338 | |
| Minimum Alternate Tax Credit | 472 | 472 | |
| 12,466 | 33,319 |
| 6 | Finance Asset - Trade receivable | As at 31 March 2022 |
As at 31 March 2021 |
|---|---|---|---|
| Unsecured, considered good Trade receivables Trade Receivable represents due from related party in which the directors of the company are having significant influence |
- | 832 | |
| - | 832 |
Trade Receivable ageing(As on 31st March 2022)
| Outstanding for following periods from due date of payment | ||||||
|---|---|---|---|---|---|---|
| Particulars | Less than 6 | 6 months - | ||||
| months | 1 year | 1-2 years 2-3 years | More than 3 years Total | |||
| Trade receivables - Billed | ||||||
| Undisputed trade receivables – considered good |
- | - | - | - | - | - |
| Receivables – which have significant increase in credit risk |
- | - | - | - | - | - |
| Undisputed Trade Receivables – credit impaired |
- | - | - | - | - | - |
| Disputed Trade Receivables–considered good |
- | - | - | - | - | - |
Notes to the accounts for the year ended 31st March 2022 ELANGO INDUSTRIES LIMITED
| (Rupees '000 s) | ||||||
|---|---|---|---|---|---|---|
| Disputed Trade Receivables – which have significant increase in credit risk |
- | - | - | - | - | - |
| Disputed Trade Receivables – credit impaired |
- | - | - | - | - | - |
| Trade receivables - Un Billed |
- | - | - | - | - | - |
Trade Receivable ageing(As on 31st March 2021)
| Particulars | Outstanding for following periods from due date of payment | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 6 6 months - 1-2 years 2-3 years | More than 3 years Total | |||||||||||
| Trade receivables - Billed | ||||||||||||
| Undisputed trade | ||||||||||||
| receivables – considered | ||||||||||||
| good | 831.50 | - | - | - | - | - | ||||||
| Undisputed Trade | ||||||||||||
| Receivables – which have | ||||||||||||
| significant increase in credit | ||||||||||||
| risk | - | - | - | - | - | - | ||||||
| Undisputed Trade | ||||||||||||
| Receivables – credit | ||||||||||||
| impaired | - | - | - | - | - | - | ||||||
| Disputed Trade | ||||||||||||
| Receivables–considered | ||||||||||||
| good | - | - | - | - | - | - | ||||||
| Disputed Trade Receivables | ||||||||||||
| – which have significant | ||||||||||||
| increase in credit risk | - | - | - | - | - | - | ||||||
| Disputed Trade Receivables | ||||||||||||
| – credit impaired | - | - | - | - | - | - | ||||||
| Trade receivables - Un | ||||||||||||
| Billed | - | - | - | - | - | - |
| 7 | Finance Asset - Cash and cash Equivalents | As at 31 March 2022 |
As at 31 March 2021 |
|---|---|---|---|
| Balances with Banks (of the nature of cash and cash equivalents) | 12,609 | 516 | |
| Cash on hand | 0 | 0 | |
| Short Term Deposits | 15,540 | ||
| 28,148 | 516 |
| 8 | Other Current Assets | As at 31 March 2022 |
As at 31 March 2021 |
|---|---|---|---|
| Unsecured, considered good | |||
| Balance with Government Authorities | 196 | 311 | |
| Other current assets to related parties | 1,996 | 12,475 | |
| Advance to Suppliers | 451 | - | |
| 2,644 | 12,785 |
Notes to the accounts for the year ended 31st March 2022
9 Share capital
| Authorised | Issued, Subscribed and Paid-up |
|||||
|---|---|---|---|---|---|---|
| Particulars | Number of Face share value |
Total value (in'000) |
Number of share |
Total value (in'000) |
||
| Previous Year 2020-21 Equity Shares Opening balance as on 1 Apr 2020 Increase during the year Closing balance as on 31 Mar 2021 |
40,00,000 40,00,000 |
10 | 40,000 - 40,000 |
38,16,100 - 38,16,100 |
38,161 - 38,161 |
|
| Current Year 2021-22 Equity Shares Opening balance as on 1 Apr 2021 Increase during the year Closing balance as on 31 Mar 2022 |
40,00,000 10,00,000 50,00,000 |
10 | 40,000 1,00,000 1,40,000 |
38,16,100 - 38,16,100 |
38,161 - 38,161 |
9.1 The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of
The Company has one class of equity shares having a par value of Rs 10 per share. Each shareholder is eligible for one vote per share held. The dividend, if any, proposed by the Board of Directors shall be subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts if any, in proportion to their shareholding.
9.2 Shares of the company held by holding company:
NIL
9.3 Details of shareholders holding more than 5% shares in the Company:
| Class of shares / Name of shareholder | As at 31 March 2022 |
As at 31 March 2021 |
As at 31 March 2020 |
|
|---|---|---|---|---|
| % holding | % holding | % holding | ||
| Equity shares with voting rights | ||||
| S.Elangovan | 25.00% | 25.00% | 25.00% | |
| Cauvery Power Trading Chennai Ltd | 7.13% | 7.13% | 7.13% |
9.4 The Company has not allotted any fully paid up equity shares by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the balance sheet date.
9.5 There are no shares for which calls remain unpaid.
| 9.6 | Particulars | As at 31 March 2022 |
As at 31 March 2021 |
As at 31 March 2020 |
|---|---|---|---|---|
| Forfeited Shares | 22,000 | 22,000 | 22,000 | |
| The Amount originally paid up towards the forfeited shares is Rs.55,000 at Rs.2.5/- per share. |
9.7 Disclosure of shareholding of promoters as at March 31, 2022 is as follows
| Promoter name | As at March 31, 2022 | As at March 31, 2021 | % Change | ||
|---|---|---|---|---|---|
| % of | during the | ||||
| No of shares | shares | No of shares | % of shares | year | |
| Elangovan Shanmugam | 9,54,150 | 25.00% | 9,54,150 | 25.00% | 0.00% |
| Cauvery Power Trading Chennai | |||||
| Private Limited | 2,72,000 | 7.13% | 2,72,000 | 7.13% | 0.00% |
| S.A. Premkumar | 1,09,700 | 2.87% | 1,09,700 | 2.87% | 0.00% |
| Abirami Premkumar | 7,525.00 | 0.20% | 7,525.00 | 0.20% | 0.00% |
Notes to the accounts for the year ended 31st March 2022
| Equity | (Rs in '000) | ||
|---|---|---|---|
| 10 | Other Equity | As at 31 March 2022 |
As at 31 March 2021 |
| General Reserve & Subsidy | |||
| Opening Balance | 5,028 | 5,028 | |
| Add: Changes during the year | |||
| Closing Balance | 5,028 | 5,028 | |
| Profit & Loss Account | |||
| Opening Balance | 4,091 | 3,252 | |
| Add: Changes during the year | 9 | 413 | |
| Add/(Less): Profit/(Loss) during the year | (4,496) | 426 | |
| Closing Balance | (396) | 4,091 | |
| Other Comprehensive Income | |||
| Opening Balance | |||
| Add/(Less): Other Comprehensive Income during the year | |||
| Closing Balance | |||
| 4,631 | 9,119 |
Note: Changes during the year is INR 8,940 for the deferred tax of earlier years considered in opening reserves.
Non - Current liabilities
| 11 | Deferred Tax Liability | As at 31 March 2022 |
As at 31 March 2021 |
|---|---|---|---|
| Tax effect of items constituting deferred tax liability Depreciation |
- | 35 | |
| Net Deferred Tax Liability | - | 35 |
Current liabilities
| 12 | Financial Liabilities - Trade Payables | As at 31 March 2022 |
As at 31 March 2021 |
|---|---|---|---|
| - Dues to micro and small enterprises (refer note below) | - | ||
| - Dues to other creditors | 85 | 505 | |
| 85 | 505 |
Note: According to the information available with the Company, there are no dues payable to Micro and Small Enterprises as defined under the "The Micro, Small and Medium Enterprises Development Act, 2006". The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneur's Memorandum Number as allocated after filling of the Memorandum. Further there are no dues payable to micro and small scale industries (previous year: Rs Nil).
Notes to the accounts for the year ended 31st March 2022
Trade Payable ageing (As on 31st March2022)
| Outstanding for following periods from due date of payment | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Particulars | Less than 6 months |
1 year | 6 months - | 1-2 years |
2-3 years | More than 3 years |
Total | ||||
| MSME | - | - | - | - | - | - | |||||
| Others | 85 | - | - | - | - | 85 | |||||
| Disputed - MSME | - | - | - | - | - | - | |||||
| Disputed - Others | - | - | - | - | - | - |
| Outstanding for following periods from due date of payment | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Particulars | Less than 6 months |
6 months - 1 year |
1-2 years |
2-3 years | More than 3 years |
Total | ||||||
| MSME | - | - | - | - | - | - | ||||||
| Others | 295 | - | - | - | 210 | 505 | ||||||
| Disputed - MSME | - | - | - | - | - | - | ||||||
| Disputed - Others | - | - | - | - | - | - |
| 13 | Other current liabilities | As at | As at |
|---|---|---|---|
| 31 March 2022 | 31 March 2021 | ||
| Employee due payable | 150 | 91 | |
| Statutory dues payable | 140 | 59 | |
| Other payables | 237 | 139 | |
| 526 | 288 | ||
| As at |
| 14 | Provisions | As at 31 March 2022 |
As at 31 March 2021 |
|---|---|---|---|
| Provision for Income Tax | 85 | 144 | |
| 85 | 144 |
Notes to the accounts for the year ended 31st March 2022 ELANGO INDUSTRIES LIMITED
| 15 Revenue from Operations | Rs in '000 | |||
|---|---|---|---|---|
| Particulars | For the year ended 31 March 2022 |
For the year ended 31 March 2022 |
For the year ended 31 March 2021 |
|
| (a) | O&M Charges | 54,91,430 | 5,491 | 2,500 |
| Total | 54,91,430 | 5,491 | 2,500 |
16 Other Income
| Particulars | For the year ended 31 March 2022 |
For the year ended 31 March 2022 |
For the year ended 31 March 2021 |
|
|---|---|---|---|---|
| (a) | Interest on Income tax refund | 11,460 | 11 | 7 |
| (b) | Creditors written back | 2,10,000 | 210 | - |
| (c) | Marketing Charges | 7,56,516 | 757 | |
| (d) | Other Income | 1,49,072 | 149 | 1,118 |
| Total | 11,27,048 | 1,127 | 1,125 |
17 Employee Benefit Expenses
| Particulars | For the year ended 31 March 2022 |
For the year ended 31 March 2022 |
For the year ended 31 March 2021 |
|
|---|---|---|---|---|
| (a) | Salaries, Wages & Bonus | 16,53,000 | 1,653 | 328 |
| Total | 16,53,000 | 1,653 | 328 |
18 Other Expenses
| For the year | For the year | For the year | ||
|---|---|---|---|---|
| Particulars | ended 31 March | ended 31 March | ended 31 March | |
| 2022 | 2022 | 2021 | ||
| (a) | Payment to auditors | |||
| Statutory audit | 1,50,000 | 150 | 150 | |
| (b) | Professional Charges | 10,15,758 | 1,016 | 350 |
| (c) | Advertisement Expenses | 9,89,389 | 989 | - |
| (d) | Administrative Expenses | 3,98,393 | 398 | 220 |
| (e) | Legal & Secretarial Charges | 6,84,777 | 685 | 511 |
| (f) | Custodial Fee- NSDL & CDSL | 19,000 | 19 | 77 |
| (h) | Listing fee | 3,00,000 | 300 | 350 |
| (i) | Manpower, Security & Hire charges | 1,33,700 | 134 | - |
| (j) | Consumable & Spares | 10,33,542 | 1,034 | 1,064 |
| (k) | Provision for doubtful debts | 38,53,590 | 3,854 | - |
| (l) | Provision for dimunition in value of inv. | 2,50,000 | 250 | - |
| (m) Repairs & maintenance-Others | 20,179 | 20 | 10 | |
| (n) | Travelling & Conveyance | 52,583 | 53 | - |
| (o) | Rent | 2,25,000 | 225 | - |
| (p) | Miscellaneous Expenses | 41,666 | 42 | 15 |
| Total | 91,67,577 | 9,168 | 2,747 |
As per our report of even date attached for and on behalf of the Board of Directors of For P PATTABIRAMEN & CO., ELANGO INDUSTRIES LIMITED ICAI Firm Registration No. 002609S Chartered Accountants,
| S.Elangovan | S.A. Premkumar | |
|---|---|---|
| Chairman & Managing Director | Director | |
| DIN:01725838 | DIN:00342952 |
P Vijay Anand Partner Membership No.: 211954 Arun Adaikappan A Roshini Selvakumar Chennai Chief Financial Officer Company Secretary Date: 29 April 2022 Chennai