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You can view full text of the latest Director's Report for the company.

BSE: 505700ISIN: INE205B01023INDUSTRY: Engineering - Heavy

BSE   ` 1166.60   Open: 1040.85   Today's Range 1029.95
1197.55
+104.95 (+ 9.00 %) Prev Close: 1061.65 52 Week Range 407.55
1120.50
Year End :2023-03 

Your Directors have pleasure in presenting this 63rd Annual Report together with the Audited Financial Statements for the financial year ended on 31st March, 2023.

You being our valued partners in the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force of all our future endeavors.

Performance of the Company

Standalone Financial Performance

For the year ended on 31st March, 2023, the Company has achieved a Turnover of '1,19,699.24 Lakhs as against '89,281.67 Lakhs in the previous year.

For the year ended on 31st March, 2023, the Company has achieved Earnings Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBIDTA) of '28,069.02 Lakhs as against the EBIDTA of '18,422.51 Lakhs during the previous year.

The Net Profit after tax of the Company for the financial year 2022-23 was '18,814.88 Lakhs compared to '9,551.78 Lakhs during the previous year.

The Company holds total unexecuted orders about '63,443 Lakhs ('48,913 Lakhs for Gear Division and '14,530 Lakhs of MHE Division) as on 31st March, 2023. This will help us to continue to have sustainable growth in coming years.

Consolidated Operations

Your Company's total consolidated turnover for the year ended on 31st March, 2023 was '1,52,968.21 Lakhs as against '1,21,194.58 Lakhs for previous year.

For the year ended on 31st March, 2023, the Company has achieved Earnings Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBIDTA) of '33,887.54 Lakhs as against the EBIDTA of '24,643.98 Lakhs during the previous year.

The Consolidated Net Profit after tax of the Company for the financial year 2022-23 was

( ' in Lakhs)

Particulars

Standalone

Consolidated

31.03.2023

31.03.2022

31.03.2023

31.03.2022

Turnover

1,19,699.24

89,281.67

1,52,968.21

1,21,194.58

Profit Before Tax, Finance Cost, Depreciation & Amortization and Adjustments for previous year (EBIDTA)

28,069.02

18,422.51

33,887.54

24,643.98

Add: Other Income

1,634.92

955.67

2,005.91

856.19

EBIDTA (Including other income)

29,703.94

19,378.18

35,893.45

25,500.17

Less : Finance Cost

1,129.73

3,191.74

1,331.22

3,734.12

Depreciation & Amortization

3,928.36

3,825.19

4,903.93

4,857.64

Profit before share of equity accounted investee and tax

24,645.85

12,361.25

29,658.29

16,908.41

Share of Profit of Associates

324.50

144.23

Profit Before Tax

24,645.85

12,361.25

29,982.79

17,052.64

Less: Provision for Tax

6,298.94

2,850.00

6,691.82

3,057.15

Deferred Tax

(119.02)

(163.90)

(115.77)

(177.13)

Short/(Excess) Prov. of earlier years

(348.95)

123.37

(342.61)

123.37

Profit After Tax

18,814.88

9,551.78

23,749.35

14,049.25

Add:

Other comprehensive income

(62.85)

(284.79)

708.61

(501.51)

Previous Year Balance Brought Forward

36,557.97

25,239.78

55,330.56

39,731.62

PROFIT AVAILABLE FOR APPROPRIATION

55,310.00

34,506.77

79,788.53

53,279.36

APPROPRIATIONS:

Dividend Paid

1,570.80

448.80

1,570.80

448.80

Transfer to Retained Earning

(2,500.00)

(2,500.00)

Transfer to General Reserve

Transfer to Reserve (Merger)

Balance Carried Forward

53,739.20

36,557.97

78,217.73

55,330.56

'23,749.35 Lakhs compared to '14,049.26 Lakhs during the previous year.

During the year under review, your Company's consolidated net worth is '1,26,156.14 Lakhs as against '1,03,492.47 Lakhs for previous year.

The Company holds total unexecuted orders about '71,395 Lakhs ('56,865 Lakhs for Gear Division and '14,530 Lakhs of MHE Division) as on 31st March, 2023. This will help us to continue to have sustainable growth in coming years.

Dividend

Your Directors have recommended Final Dividend of '2.00/- (i.e. 100%) per Equity Share of ' 2.00/- each for the financial year ended on 31st March, 2023 (previous year '1.40 per share). The said dividend, if approved by the shareholders, would involve a cash outflow of '2,244.00 Lakhs, against '1,570.80 lakhs dividend in the previous year.

The dividend recommended is in accordance with the Company's Dividend Distribution

Policy. As required under the Regulation 43A of the Listing Regulations, the Company has a Policy on Dividend Distribution. The Dividend Distribution Policy of the Company can be accessed at https://www.elecon.com/views/ templates/admin-uploads/Investors/Policies/ Dividend-Distribution-Policy.pdf

During the year under review, the unclaimed dividend pertaining to the financial year 2014-15 has been transferred to the Investor Education & Protection Fund.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for financial year 2022-23 in the statement of profit and loss

Share Capital

The paid up Equity Share Capital as on 31st March, 2023 was '2,244.00 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

Borrowings

Working Capital Borrowings:

Continuous monitoring and review of the receivables, inventories and other working capital parameters helped the Company reducing working capital borrowings to NIL as at 31st March, 2023 from '7,425.46 lakhs as at 31st March, 2022. Further, the Company is working on effective Supply Chain Management to optimize overall working capital flow in the Company.

Cash and Cash Equivalent as at 31st March, 2023 was '2,446.65 Lakhs.

There is no instance of one time settlement and valuation while taking loan from banks/financial Institutions.

Fixed Deposits

The Company has not accepted any fixed deposits and there is no unpaid/unclaimed deposits as on 31st March, 2023.

Particulars of Loans, Guarantees or Investments

The details of Loans given, Guarantees and Securities provided and Investments made by the Company in compliance with the Companies Act, 2013 are given in the notes to the Financial Statements.

Directors & Key Managerial Personnel (KMPs)

Re-appointment of Director

The term of appointment of Shri Prayasvin B. Patel, Chairman & Managing Director of the Company will be completed on 30th June, 2023. The Board of Directors at their Meeting convened on 25th April, 2023 approves his reappointment and remuneration for the term of three years with effect from 1st July, 2023 subject to the approval of the shareholders at the ensuing General Meeting.

Director Retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Pradip M. Patel, Director retires by rotation at the forthcoming 63rd Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

The Board recommends his appointment for your approval.

New Appointment

Shri Aayush Shah (DIN: 07140517), was appointed as an Additional Director (Non-Executive and Non-Independent) of the Company effective from 25th April, 2023 subject to the approval of the shareholders at the ensuing 63rd Annual General Meeting of the Company. He is Mechanical Engineer from Georgia Institute of Technology, USA. He is having more than 2 years of experience in the domain of Managing Business Unit, Operations Management, Strategic Planning & Budgeting, Process Improvement, Project Management and Business Turn around. Presently, he is actively performing his duties as an Executive Director of Power Build Private Limited.

In the opinion of the Board, he has strong operational, personal and social networking, good understanding of multicultural business challenges, detailing, analytical and common sense approach. He is a strong believer in technology and continuous improvements, customer engagement and innovations which will be beneficial to the Company. The Board recommends his appointment to the shareholders. The notice convening the 63rd Annual General Meeting forming part to this annual report sets out the details.

In terms of Section 152 and other applicable provisions of the Companies Act, 2013, Shri Aayush Shah (DIN: 07140517) shall be appointed as an Additional Director (Non-Executive and Non-Independent) from the date of 25th April, 2023 subject to approval of the shareholders at the ensuing 63rd Annual General Meeting of the Company and shall be liable to retire by rotation.

Members' approval for his appointment as a Non-Executive and Non-Independent Director, under Sections 152 of the Companies Act, 2013 and under Listing Regulations has been sought in the Notice convening the 63rd Annual General Meeting of the Company.

Evaluation of Board and Senior Management

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. Further, the

Nomination & Remuneration Committee has carried out the performance evaluation of Senior Management including the Company Secretary and Chief Financial Officer of the Company. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report which forms part of this report.

Meetings

During the year under review, five Board Meetings, five Audit Committee Meetings, one Stakeholders Relationship Committee Meetings, one Nomination and Remuneration Committee Meeting, one Corporate Social Responsibility Committee Meeting, two Risk Management Committee Meetings and one Separate Meeting of Independent Directors were held. During the year, some of the resolutions were also passed by way of Circular Resolutions. The details of which are given in the Corporate Governance Report. The intervening gaps between the Board Meetings were within the period prescribed under the Companies Act, 2013.

Composition of Various Committees

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and Listing Regulations and their meetings are given in the Corporate Governance Report which forms part of this report.

Independent Directors

The Independent Directors met on 27th January, 2023 without attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 and under Regulation 16(1)(b) of Listing Regulations, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations.

Familiarization Programme for Independent Directors

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the company operates, business model etc., alongwith updating on various amendments in the Listing Regulations and the Companies Act, 2013. The policy on Familiarization Programme is uploaded on the website of the Company and can be accessed through web link https://www.elecon.com/views/ templates/admin-uploads/Investors/Policies/ Details-of-Familiarization-Programmes-for-IDs. pdf

The Company has conducted the familiarization programme for Independent Directors of the Company, details for the same have been disclosed on the Company's website https:// www.elecon.com/investors/corporate-information

Nomination and Remuneration Policy

The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management and their remuneration.

As and when need arises to appoint Director, KMP and Senior Management Personnel, the Nomination and Remuneration Committee (NRC) of the Company will determine the criteria based on the specific requirements. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate. Director(s), KMP(s) and Senior Management Personnel appointment and remuneration will be as per NRC Policy of the Company.

The salient features of the Nomination and Remuneration Policy of the Company has been disclosed in the Corporate Governance Report, which is a part of this report. The said Policy is available on the Company's website on https:// www.elecon.com/views/templates/admin-uploads/Investors/Policies/Nomination%20 &%20Remuenration%20Policy%20-25.04.2023. pdf

Disclosures by Directors

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures to this effect as required under Companies Act, 2013.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, with respect to the Directors' Responsibility

Statement, the Board of Directors, hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

(c) The Directors have taken properand sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis; and

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

All contracts or arrangements with related parties, entered during the financial year were at arm's length basis and in the ordinary course of the Company's business. All such contracts or arrangements were entered into with prior

approval of Audit Committee. No material contract or arrangement with related parties was entered into during the year under review. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at https://www.elecon.com/ views/templates/admin-uploads/Investors/ Policies/RPT-Policy-2022-FINAL.pdf

None of the Directors or any Key Managerial Personnel has any material pecuniary relationships or transactions vis-a-vis the Company.

Auditors

Statutory Auditors

M/s. C N K & Associates, LLP, Chartered Accountants, appointed as a Statutory Auditors of the Company for a period of 5 (five) years i.e. from the conclusion of 61st Annual General Meeting for the Financial Year 2020-21.

The Board has taken note and M/s. C N K & Associates LLP, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit records maintained by the Company in respect of its manufacturing activity are required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s. Ketki D. Visariya & Co., Cost Accountants as a Cost Auditors to audit the cost accounts of the Company for the financial year ended on 31st March, 2024 on a remuneration of '1,70,000/-p.a. as required under the Companies Act, 2013,

the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s. Ketki D. Visariya & Co., Cost Auditors is included in the Notice convening the 63rd Annual General Meeting.

The Cost Audit Report provided by the previous cost auditors of the Company i.e. M/s. Y. S. Thakar & Co., for the year 2021-22 was filed with the Ministry of Corporate Affairs before the due date of filing.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

CS Ashwin Shah, a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Report on the Secretarial Audit carried out by the Secretarial Auditor i.e. CS Ashwin Shah, Practicing Company Secretary during the Financial Year 2022-23 is annexed herewith as “Annexure A”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, your Directors have on the recommendation of the Audit Committee appointed M/s. Samdani Shah & Kabra, Vadodara, Practicing Company Secretary, as a Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company and provide Annual Secretarial Compliance Report for the Financial Year 2023-24.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Listing Regulations and Circulars/Guidelines issued by SEBI from time to time. The Annual Secretarial Compliance Report for abovesaid financial year has been submitted to the stock exchanges within 60 days of the end of the said financial year.

Subsidiary, Joint Venture & Associate Companies

As on 31st March, 2023, the Company has 11 Direct & Indirect Subsidiary Companies.

Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Listing Regulations, your Company had prepared Consolidated Financial Statements of the Company and its Subsidiaries and a separate statement containing salient features of financial statement of Subsidiaries forms part of the Annual Report.

The Annual Report of the Company containing standalone and consolidated financial statements has been placed on the website of the Company. Further, annual accounts of the Subsidiary Companies have also been placed on the website of your Company. Any member who is interested in obtaining the Audited Financial Statements of the Subsidiary Companies may obtain the same by writing to the Company.

Financial Performance - Subsidiary Companies

Radicon Transmission UK Limited (consolidated)

Total Income of the Benzlers Radicon Group has increased by 10% to GBP 33.62 Million in current year compared to GBP 30.61 Million in previous year. EBITDA excluding other income decreased to GBP 4.74 Million in current year compared to GBP 4.95 Million in previous year. The Company has made a Profit before Tax for GBP 3.78 Million in Current Year compared to Profit before Tax of GBP 3.56 Million in previous year. The Company has achieved the profitability by cost rationalization coupled with change in strategy of optimization.

Benzlers Group (Consolidated)

It has witnessed an increase in Sales Revenue by 1% to GBP 14.1 Million in current year compared to GBP 13.9 Million in previous year. The Company's EBITDA Margin is GBP 2.37 Million in current year compared to GBP 2.06 Million in previous year. Profit before tax and exceptional income has increased to GBP 2.32 Million compared to GBP 1.67 Million in previous year. The Company has achieved the profitability by cost rationalization coupled with change instrategy of optimization.

Radicon Transmission UK Limited

The Sales Revenue for the year has increased by 13% to GBP 11.47 Million compared to GBP 10.15 Million in previous year. EBITDA Margin has increased to GBP 1.68 Million compared to GBP 1.43 Million in previous year. Profit before Tax is GBP 1.13 Million in current year compared to GBP 0.67 Million in previous year.

Radicon Drive Systems, Inc

It has witnessed an increase in Sales Revenue by 23% to GBP 9.14 Million in current year compared to GBP 7.40 Million in previous year. EBITDA increased with current year at GBP 1.86 Million, compared with previous year of GBP 1.51 Million. Generating a Profit before Tax of GBP 1.43 Million in current year compared to GBP 0.97 Million in previous year. The Company has achieved the profitability by cost rationalization coupled with change in strategy of optimization.

Elecon Singapore Pte. Limited

During the year under consideration revenue of Elecon Singapore Pte. Ltd., has increased by 22% from USD 2.34 million FY 2021-22 to USD 2.85 million FY 2022-23. EBITDA has increased by 63% from 0.11 million FY 2021-22 to USD 0.18 million FY 2022-23.

Elecon Middle East FZCO, Dubai

During the year, total revenue of Elecon Middle East FZCO has increased by 5.42 %, from AED 26.96 million FY 2021-22 to AED 28.42 million FY 2022-23. Increase in EBITDA by 22% from AED 4.68 million FY 2021-22 to AED 5.73 million FY 2022-23.

Financial Performance - Associate

Eimco Elecon (India) Limited (EEIL)

During the year, EEIL has achieved a Turnover of '17,269.70 Lakhs for year ended on March 31st, 2023 as against '8,444.37 Lakhs in the previous year. For the year ended on March 31st, 2023, EEIL has achieved Earnings Before Interest (Finance Cost), Depreciation & Amortization and Tax (EBIDTA) including other income of 3,310.46 Lakhs as against the EBIDTA of '1,839.85 Lakhs during the previous year.

Vigil Mechanism / Whistle Blower Policy

The Company has in place a Vigil Mechanism/ Whistle Blower Policy for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail the mechanism.

The Vigil Mechanism/Whistle Blower Policy is available on Company's website at https://www. elecon.com/views/templates/admin-uploads/ Investors/whistle-blower-policy/Elecon-Whistle-Blower-Policy-2022-new.pdf

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, separate reports on Management Discussion & Analysis and Corporate Governance together with a certificate from the Practicing Company Secretary form part of this Report.

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

Corporate Social Responsibility (CSR) Initiatives

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, your Company has already amended it's policy on the recommendation of the Members of the CSR Committee and with the approval of the Board. The CSR policy may be accessed on the Company's Website at the https://www.elecon.com/views/ templates/admin-uploads/Investors/Policies/ Index-CSR%20Policy-05.05.2021-30.08.2021. pdf

The Compo-sition of the Committee and other details are provided in Corporate Governance Report.

The Company implements various CSR activities directly and / or through the implementing agencies and the activities undertaken by the Company are in accordance with Schedule VII of the Companies Act, 2013. The report on CSR

activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments thereto, is given in “Annexure B”, forming part of this report.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https:// www.elecon.com/views/templates/admin-uploads/Investors/Policies/Index-Elecon-Board-Diversitv-Policv-30.08.2022.pdf

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts/ Tribunals which would impact the going concern status of the Company and its future operations. During the financial period under review, no application is made or pending under the Insolvency and Bankruptcy Code, 2016 (“IBC 2016”) against the Company.

Material Changes and Commitments

There are no material changes and commitments, affecting the financial performance of the Company that occurred during the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors or Secretarial Auditors to report to the Audit Committee, Board and/ or Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

Risk Management

Being one of the top 1000 Listed Company, the Company has implemented Risk Management

System. The Board of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The said committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of financial risks and controls. The details pertaining to the composition of the Risk Management Committee are included in the Corporate Governance Report, which is a part of this report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure C ”.

Particulars of Employees

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report “Annexure D”.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. The Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company and will be furnished with said information on receipt in writing by the Company.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women

at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee (ICC) has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place. During the year under review, there were no complaints pertaining to sexual harassment.

The policy on Sexual Harassment at Workplace is placed on the Company's website at https://www. elecon.com/views/templates/admin-uploads/ Investors/Policies/Sexual%20Harassment%20 Policy-2023.pdf

Material Subsidiaries

The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The policy is available on our website at https://www.elecon.com/views/templates/ adminuploads/Investors/Policies/Elecon-Policy-on-Determining-Material-Subsidiary-2020.pdf

The Company does not have material subsidiary company.

Annual Return

The annual return of the Company as on 31st March, 2023 in the prescribed format is available on the Company's website. The web-link is as under: https://www.elecon.com/views/ templates/admin-uploads/Investors/Corporate-Information/Draft%20Form_MGT_7-31.03.2023-Website.pdf

Business Responsibility and Sustainability Report

SEBI, vide its circular dated 10th May, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalization) from financial year 2023.

Your Company being covered under top 1000 companies, BRSR is applicable to it. The BRSR is forming part of the Annual Report and annexed as “Annexure E”.

Compliance of Secretarial Standards

The Company has complied with the applicable

Secretarial Standards issued by the Institute of Company Secretaries of India.

Insurance

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risks.

Industrial Relations/Personnel

Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through continuous efforts, the Company invests and improvises development programmes for its employees.

Acknowledgement

Your Directors are highly grateful for the unstinted guidance, support and assistance received from the Government, Financial Institutions. Your Directors are thankful to all valuable Stakeholders of the Company viz. shareholders, customers, dealers, vendors, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees to ensure that the Company continues to grow and excel.

For and on behalf of Board of Directors,

Prayasvin B. Patel

Chairman & Managing Director

DIN: 00037394

Place: Vallabh Vidyanagar

Date : 25th April, 2023