Dear Members,
Your director's are pleased to present the 13th Annual Report on
business and operations of your Company along with the audited financial statements for
the year ended March 31, 2024.
FINANCIAL HIGHLIGHTS
(Rs In Lakh)
Particular |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Income |
|
|
|
|
Revenue from Operation |
25,885.17 |
1,25,840.65 |
26,339.22 |
1,28,644.65 |
Other Income |
1,056.04 |
1,266.25 |
1,075.88 |
1,287.24 |
Total Revenue |
26,941.21 |
1,27,106.90 |
27,415.10 |
1,29,931.89 |
Profit before finance cost, depreciation &
amortization, and tax. |
(11,897.99) |
16,535.6 |
(12,087.32) |
17,523.86 |
Less: Finance Cost |
278.47 |
545.86 |
302.78 |
566.03 |
Less: Depreciation and amortization expenses |
317.32 |
275.46 |
528.14 |
397.62 |
Profit before tax |
(12,493.78) |
15,714.28 |
(12,918.51) |
16,560.22 |
Less: Tax Expenses |
|
|
|
|
Current Tax |
0 |
3,714.36 |
3.48 |
4,561.45 |
Deferred Tax (Assets/Liability) |
(16.57) |
32.99 |
(2.8) |
34.14 |
Profit for the year |
(12,477.21) |
11,966.94 |
(12,920.04) |
11,964.63 |
Other Comprehensive Income |
(3.24) |
(9.42) |
1.80 |
(9.42) |
Total Comprehensive Income |
(12,480.45) |
11,957.52 |
(12,918.2) |
11,955.21 |
Earning per equity share |
|
|
|
|
Basic |
(45.34) |
43.46 |
(46.93) |
43.46 |
Diluted |
(45.25) |
43.27 |
(46.84) |
43.26 |
COMPANY PERFORMANCE (RS. IN LAKHS)
Standalone
Value of sales and services was Rs. 25,885.17
Export for the year was Rs. 23,687.49
EBITDA for the year was Rs. (11,897.99)
Net Profit for the year was at Rs. (12,477.21) Consolidated
Value of sales and services was Rs. 26,339.32
Export for the year was Rs. 23,687.49
EBITDA for the year was Rs. (12,087.32)
Net Profit for the year was at Rs. (12,920.04)
SHARE CAPITAL
The authorised share capital of the Company is Rs. 30,00,00,000
comprising of 3,00,00,000 Equity Shares of Rs. 10 each. The issued, subscribed and paid-up
share capital of the Company stood at Rs. 27,52,37,440 as at
March 31, 2024 comprising of 2,75,23,744 Equity Shares of Rs. 10 each
fully paid-up.
RESERVE
During the year under review, no fund has been transferred to reserve
of the Company.
STATE OF COMPANY'S AFFAIRS
The value of global carbon markets reached a record $881 billion
(948.75 billion) in 2023, with a 2% increase year-over-year. This growth is
attributed to rising carbon permit prices in established markets like the EU ETS and a
steady volume of traded permits. Despite a slight dip in overall trading volume, a record
number (164 million) of carbon offsets were retired in 2023. This signifies a growing
commitment from companies aiming for net- zero emissions and a focus on high-integrity
credits with demonstrable environmental and social benefits.
Carbon pricing revenues hit a record $104 billion in 2023, with most
funds directed towards climate and nature-related programs. Additionally, the number of
carbon pricing instruments in operation worldwide has risen to 75, with new programs
emerging in various regions like Kazakhstan Emissions Trading System, Canada and Chile's
carbon tax systems among the latest additions. Compliance programs are becoming more
flexible regarding offset usage, narrowing the gap between compliance and voluntary market
prices.
The growing importance of carbon markets emphasizes the need for
standardized methodologies and robust verification processes to ensure the credibility and
environmental integrity of offsets.
EKI has established itself as a leader in carbon credit development,
particularly in the voluntary market. Our recent achievement of registering and issuing
the first improved biomass cookstove project under the VERRA's SD VISta standard (which is
also Asia's first project in the category) demonstrates our commitment to high-quality,
impactful projects. EKI's partnership with Jospong Group in Ghana and its focus on
distributing improved cookstoves across Africa aligns perfectly with the growing demand
for carbon offsets that contribute to sustainable development goals (SDGs).
In FY 24, we supported 38 facilities for achieving GreenCo rating, a
highly credible and reputed rating by CII. We have conducted life cycle assessments for
dozens of products. Our team has led the industry by developing the capacity of
professionals through multiple webinars and training sessions on recent developments in
ESG sphere.
The company has made significant strides in supporting clients across
sectors achieve decarbonization and net zero goals in FY24. Assisting at least 15 clients
in committing to and validating emission reduction targets with the SBTi, demonstrating
leadership in steering businesses towards a 1.5?C pathway are some of the highlights.
The company has quantified climate impacts for more than 70 companies
through GHG emissions inventories, providing crucial insights for informed
decision-making. Their work extends to the financial sector, with support for major
institutions in quantifying portfolio emissions and developing net zero strategies.
Beyond large corporations, the company is committed to inclusivity,
offering affordable sustainability consulting to small businesses and SMEs. This focus on
democratizing access to sustainability services underscores their dedication to a
low-carbon economy for all. The achievement of 25 green building certifications further
solidifies their expertise in transforming physical spaces into sustainable environments.
We have established ourselves as a key player in the decarbonization
and net zero space, offering comprehensive solutions and driving positive climate impact
across various industries and company sizes.
EKI's consistent ranking as the leading renewable energy developer in
Abatable's VCM Developer Overview Report and recent accolades from the Environmental
Finance Sustainable Company Awards highlight the industry leadership and commitment to
sustainability.
EKI's partnerships with organizations like Mesama Energy, Indian Oil
Corporation, and global carbon credit developer and supplier demonstrate our proactive
approach to collaboration and knowledge sharing within the energy and carbon market
sectors.
Our corporate social responsibility (CSR) activities focused around
clean cooking initiative. We began a pilot project of the distribution of 'Surya Nutan'
indoor solar cooking device, developed and patented by Indian Oil, to the underprivileged
communities (tribal and rural) of central Indian state, Madhya Pradesh. Our Oorja improved
cookstove (ICS) is also making inroads among those in need, especially in rural and remote
parts of India and Africa.
EKI also pledged to distribute 300,000 more cookstoves in Africa in
line with the announcement by the International Energy Agency (IEA).
The future of the carbon market presents both challenges and
opportunities for EKI. The carbon market is expected to grow significantly in the coming
years, driven by increasing trust in the market and its effectiveness in achieving
emission reductions along with rising demand for carbon offsets as companies seek
solutions to avoid, reduce, and offset their emissions. Regulatory tightening and
inclusion of more sectors in compliance markets, driving polluters towards offset
purchases will also be a deciding factor.
Prices across various carbon markets are anticipated to converge in
2024, influenced by net-zero targets pushing for stricter regulations, the inclusion of
more sectors in emissions trading schemes, and increased competition for high-quality
carbon offsets.
India launched a domestic carbon credit trading scheme in 2023 to
reduce emissions. This new market will create demand for carbon credits, driving up prices
globally and incentivizing worldwide emission cuts. This development will create
significant demand for carbon credits and lead to a rise in carbon prices globally, which
would incentivize further emission reduction efforts worldwide.
The success of the carbon market hinges on establishing robust
standards and verification processes. EKI's focus on high-integrity projects aligns well
with this crucial aspect. The future of the voluntary carbon market depends on overcoming
challenges like reputational issues and greenwashing concerns. EKI's support for
initiatives like the Integrity Council on Voluntary Carbon Markets demonstrates their
commitment to building trust in this market segment.
Our subsidiary, GHG Reduction Technologies Private Limited (GHG
Dindori) is pioneering a sustainable solutions that benefits both farmers and the
environment. By converting agricultural waste into briquettes, a clean- burning
alternative to coal, the company is addressing two critical challenges: farmer income and
carbon emissions.
Traditionally, farmers often burn agricultural waste, contributing to
air pollution and greenhouse gas emissions.
GHG Dindori offers a lucrative alternative by purchasing this waste
from farmers. This not only generates additional income for the farming community but also
prevents harmful emissions.
The collected agricultural waste is transformed into briquettes at the
Dindori plant. These briquettes serve as a cleaner, more efficient fuel source compared to
coal, significantly reducing carbon footprints. By replacing coal with briquettes,
industries and households can contribute to mitigating climate change.
BUSINESS OPERATIONS/PERFORMANCE OF THE COMPANY AND ITS MAJOR
SUBSIDIARIES:
Our subsidiaries have played a pivotal role in our overall growth and
success throughout the year.
GHG REDUCTION TECHNOLOGIES:
During the year under review, EKI's subsidiary, GHG Reduction
Technologies Private Limited (GHG) delivered exceptional performance across multiple
fronts. They successfully developed and patented a new, improved cookstove (ICS) called
GHG-Oorja which is a high efficiency cookstove with 46% efficiency. Additionally, the
company achieved significant milestones by initiating production and dispatches of IOCL
Surya Nutan. Furthermore, GHG established a state-of-the-art plant in Dindori, Nashik
dedicated to producing biomass briquettes. The subsidiary also explored innovative
business ideas, presenting compelling business cases to the investment committee. To top
it off, they attained ISO QMS certification, further validating their commitment to
quality management systems.
In Dindori, company purchases agricultural waste from farmers that
would otherwise be burned, contributing to GHG emissions. The Dindori Briquettes plant not
only generates revenue for farmers but also enhances their livelihoods. By converting this
agricultural waste into briquettes, a coal substitute, the plant significantly reduces
carbon emissions, thereby aiding in the reduction of carbon footprints.
During the year under review, GHG was identified as Material Subsidiary
of EKI. GHG has appointed Mr. Ritesh Gupta and Mr. Burhanuddin Ali Hussain Maksiwala, as
Independent Director of the company.
AMRUT NATURE SOLUTIONS PVT LTD:
Amrut Nature Solutions Private Limited specializes in developing and
consulting on carbon sequestration projects within the Nature-based Solutions (NbS)
sector, ensuring compliance with relevant quality standards. NbS encompasses activities
aimed at mitigating greenhouse gas emissions by conserving and restoring natural
ecosystems such as forests, agriculture, grasslands, wetlands, mangroves and coastal
zones, as well as improving agricultural practices. Amrut Nature Solutions is actively
involved in developing and providing advisory services for a range of NbS projects,
including Sustainable Agriculture Landscape Management (SALM), Afforestation,
Reforestation and Revegetation (ARR), among others. The company has built expertise in
various aspects of the NbS field, including carbon management, community engagement,
biodiversity conservation and geospatial analysis.
EKI POWER TRADING PRIVATE LIMITED:
EKI Power Trading Private Limited (EPTPL), specializing in the power
trading business, obtained its license and successfully commenced operations, highlighting
EKI's ongoing commitment to innovation, growth, and diversification. The subsidiary is
expected to begin generating revenue from FY 2024-25 onwards.
During the year under review, EPTPL altered its main object to operate
its business in power trading and to align with the object the subsidiary has changed its
name from EKI Three Community Projects Private Limited to "EKI Power Trading Private
Limited"
GALAXY CERTIFICATION SERVICES PRIVATE LIMITED:
Galaxy Certification Services Private Limited (Galaxy Certification)
operates as a distinguished certification body and Designated Operational Entity (DOE).
The company's commitment to excellence is evident in its extensive range of certification
services, which ensure compliance with international standards across various industries.
It specializes in the validation and verification of projects under regulatory frameworks,
contributing to sustainable development and environmental integrity. In July 2023, Galaxy
Certification opened a new office in Bangalore. Galaxy Certification have fulfilled all
documentation requirements to be registered as a Certification Body and have submitted an
application for accreditation as a Verification Body to the National Accreditation Board
for Certification Bodies (NABCB).
The company has secured four orders for verification, with one already
executed. Additionally, three orders for ISO 9001 Certification have been secured and one
has been executed. Resources have been sourced and empanelled for executing these orders.
Business development efforts for the Inspection Body, Certification Body, and Validation
and Verification Body are actively ongoing through client interactions, collaborations and
other marketing strategies.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements of the Company and its subsidiary
companies prepared in accordance with the Companies Act, 2013 ("the Act") and
applicable Accounting Standards along with all relevant documents and the Auditors' Report
forms a part of this Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, your company has incorporated two wholly
owned subsidiaries and acquired substantial stakes in WOCE Solutions Private Limited
("WOCE").
EKI Community Development Foundation (CIN:
U85499MP2023NPL066108) a Section 8 Company has been incorporated under the provisions of
the Companies Act, 2013, as a Wholly Owned Subsidiary of the Company w.e.f., June 02,
2023.
EnKing Community Projects PTE. LTD. (UEN: 202314747M) has been
incorporated as a Wholly Owned Subsidiary of the Company in Singapore w.e.f., April 18,
2023.
The Company has acquired 26% stake in WOCE, making it an
associate of the Company. WOCE specializes in IT/IoT-enabled digitization of carbon
footprint measurement, providing users with a comprehensive platform to capture, measure,
track, and reduce their carbon footprint.
Detailed list of subsidiaries, associate and joint ventures are
annexure as Annexure A to this report.
In accordance with the provisions of Section 129(3) of the Act, read
with the Companies (Accounts) Rules, 2014, a report on the performance and financial
position of each of the subsidiaries, associates and joint venture companies is provided,
prescribed in the Form AOC-1, in Annexure B to this Report.
In accordance with the provisions of Section 136 of the Act, the annual
report, annual financial statement and the related documents of the subsidiaries are
placed on the website of the Company. Shareholders may download the annual financial
statements and detailed information of the subsidiary companies from the Company's website
at: https://enkingint.org/investor-relations/
The Company has formulated a Policy for determining Material
Subsidiaries. The Policy is available on the Company's website and can be accessed at
https://enkingint.org/wp-content/uploads/2022/07/Material- Unlisted-Subsidiary-Policy.pdf.
During the year under review, GHG Reduction Technologies Private
Limited was material subsidiary of the Company as per the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations").
DIVIDEND
In view of the planned business growth, Board of Directors deem it
proper to preserve the resources of the Company for its activities and therefore, Board of
Directors does not recommend any dividend for the financial year ended March 31, 2024.
DIVIDEND DISTRIBUTION POLICY
Pursuant to the amended provisions of Regulation 43A of the listing
regulations, the Company has Dividend Distribution Policy in place which can be accessed
on the website of the Company at: https://enkingint.org/wp-
content/uploads/2022/05/Dividend-Distribution-Policy. pdf
DEPOSITS
During the year under review, your Company has not accepted any
deposits from public, in accordance with the Provisions of Section 73 and 74 of the Act
& rules made thereunder.
CORPORATE GOVERNANCE
Your Company believes in adopting best practices of corporate
governance. Corporate governance principles are enshrined in the Spirit of EKI, which form
the core values of EKI as this is the foundation on which it manages and controls its
business and provides the platform for sustainable profitability. These guiding principles
are also articulated through the Company's code of business conduct, Corporate Governance
Guidelines, charter of various sub-committees and disclosure policy. We are continually
maturing our corporate governance structure in recognition of the urgency of climate
action and in response to our increasing understanding of the impact of climate change on
our business.
As per Regulation 34 of the Listing Regulations, a separate section on
corporate governance practices together with a certificate from the Secretarial Auditors
of the Company regarding the compliances of conditions of Corporate Governance, forms part
of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under the provisions of Regulation 34 of the Listing
Regulations, Management Discussion & Analysis Report forms an integral part of this
Report and provides details on overall industry structure and developments, financial and
operational performance and other material developments during financial year under
review.
CORPORATE SOCIAL RESPONSIBILITY
The Company's Corporate Social Responsibility (CSR) objective is to
actively contribute to society's well-being and support the nation's development through
its various initiatives.
To execute its CSR initiatives, the Company established EnKing
International Foundation and EKI Community Development Foundation as its dedicated CSR
arms. The entities shall focuses on livelihood, education, empowerment of girl child
through education, and healthcare for the backward sections of the society.
For the year, the Company had an obligation to allocate Rs. 464.91
Lakhs, equivalent to 2% of the average net profits over the preceding three financial
years, for CSR activities. The Company successfully utilized Rs. 465.15 Lakhs towards its
CSR initiatives.
As per Section 135 of the Act and rules made thereunder the Company has
formed a CSR Committee of the Board and implemented a CSR Policy in compliance with the
relevant provisions. This Committee oversees and monitors the Company's various CSR
initiatives and activities. The CSR Policy may be accessed on the Company's website at the
link https://enkingint.org/wp-content/uploads/2023/05Z5.-
Corporate-Social-Responsibility-CSR-Policy.pdf
The policy includes the following key aspects:
a. CSR Philosophy
b. Composition of CSR Committee
c. Roles and responsibilities of the CSR Committee
d. Implementation of CSR Projects, Programs, and Activities
e. Allocation of Budget
f. Monitoring and Review Mechanism
g. Management Commitment
As of March 31, 2024, the CSR Committee of the Company consists of
three (3) Members: Mr. Ritesh Gupta (Chairman), Mr. Burhanuddin Ali Hussain Maksiwala
(Member), and Mr. Manish Kumar Dabkara (Member).
The Annual Report on CSR, as per Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, is annexed herewith and marked as Annexure C
to this Report in the prescribed format.
PARTICULAR OF EMPLOYEES
Information on Employees as required under Section 197 of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given in Annexure D to this Report.
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 other particulars of the employees drawing remuneration in excess
of the limits set out in the said rules which form part of the Director's Report, will be
made available to any shareholder on request, as per provisions of Section 136(1) of the
Act.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant or material orders have been passed by the regulators or
courts or tribunals impacting the going concern status of the Company and the Company's
operations in future.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF EMPLOYEE
AT THE WORKPLACE
The Company upholds a strong commitment to preventing sexual harassment
and fostering a positive work environment for all its employees. In accordance with the
Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act,
2013, the Company has implemented a comprehensive Prevention of Sexual Harassment Policy.
The primary objective of this policy is to create a secure and
inclusive workplace where employees can thrive and contribute their best without any
hindrance or fear. To ensure the effective implementation of this policy, the Company has
established an Internal Complaints Committee (ICC) as mandated by the Act.
It is encouraging to note that no complaints were reported during the
reviewed period under the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act of 2013. This signifies the Company's
dedication to maintaining a respectful and harassment-free work environment.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
Pursuant to Section 186 of the Act read with the Companies (Meetings of
the Board and its Powers) Rules, 2014, disclosures relating to loans, advances and
investments as on March 31, 2024, are given in the Note No. 35 and 49 of the Financial
Statements. There are no guarantees issued or securities provided by your Company in terms
of Section 186 of the Act read with the Rules issued thereunder.
PARTICUALR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review:
a) all contracts / arrangements / transactions entered by the Company
with related parties were in its ordinary course of business and on an arm's length basis;
b) contracts / arrangements / transactions which were material, were
entered into with related parties in accordance with the Policy of the Company on
Materiality of Related Party Transactions and on dealing with Related Party Transactions.
The Company had not entered into any contract / arrangement / transaction with related
parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h)
read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on Materiality of Related Party Transactions and on dealing
with Related Party Transactions as approved by the Board is available on the Company's
website and can be accessed at https://enkingint.org/wp-content/
uploads/2023/04/Policy-Related-Party-Transaction.pdf
There were no materially significant related party transactions which
could have potential conflict with the interests of the Company at large.
The related party transactions have been set out in Note No. 35 to the
financial statement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Conservation of Energy and Technology absorption
As the Company focused on climate change, sustainability, and carbon
offsetting, our operations prioritize energy efficiency and conservation. We recognize the
significance of adopting measures to achieve optimal energy utilization.
Considering the nature of our activities, as stated under Section
134(3)(m) of the Act, in conjunction with Rule 8(3) of the Companies (Accounts) Rules,
2014, the concept of technology absorption and conservation does not apply to our Company.
Our primary focus lies in mitigating climate change and promoting sustainable practices
rather than technology absorption.
Foreign exchange earnings and outgo
During the year under review, the Company received earnings of Rs.
22,969.66 Lakhs in foreign currency, with corresponding outgo of Rs. 5,173.67/- Lakhs in
foreign currency throughout the year.
RISK MANAGEMENT
Risk Management is one of the critical elements in operating business.
For your Company, Risk Management is an integral and important aspect of Corporate
Governance. Your Company believes that a robust Risk Management ensures adequate controls
and monitoring mechanisms for a smooth and efficient running of the business.
The Company has adopted the Risk Management Policy as per Regulation 21
of the Listing Regulations. The Company's 'Risk Management Policy' provides for
identification, assessment, and control of risks that the Company would face in the normal
course of business and mitigation measures associated with them. The Management identifies
and controls risks through a properly defined framework in terms of the aforesaid Policy.
EMPLOYEE STOCK OPTION SCHEME (ESOS)
The Nomination and Remuneration Committee of the Board of Directors,
inter alia, administers and monitors the Employees Stock Option Scheme, 2021 of the
Company "the ESOS". The ESOS is in compliance with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
During the year under review, 12,331 Stock Options under the ESOS were
exercised after vesting and allotted. Voting rights on the shares issued to employees
under the ESOS are either exercised by them directly or through their appointed proxy.
UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND
Pursuant to the provisions of Section 124(5) and 125 of the Act read
with the rules framed thereunder, the dividend lying in the Unpaid Dividend Account which
remains unpaid or unclaimed for a period of seven consecutive years along with underlying
shares are transferred by the Company to Investor Education and Protection Fund (IEPF).
During the year, unclaimed dividend amounting to Rs. 33,408 lying in the unclaimed
dividend account of the Company for which the Company has taken various initiatives to
reduce the quantum of unclaimed dividend. Furthermore, the last date to claim unclaimed /
unpaid dividends before transfer to IEPF, for the financial year 2020-21 and 2021-22 is
September 07, 2028 and May 03, 2029, respectively.
The Company has uploaded on its website, the details of unpaid and
unclaimed amounts lying with the Company as on March 31, 2024.
The procedure for claiming underlying shares and unpaid / unclaimed
dividend from IEPF Authority is covered in the Investor Section available on the website
of the Company.
Further, in accordance with the IEPF Rules, the Board of Directors have
appointed Mr. Manish Kumar Dabkara as Nodal Officer of the Company for the purposes of
verification of claims of shareholders pertaining to shares transferred to IEPF and / or
refund of dividend from IEPF Authority and for coordination with IEPF Authority. The
details of the Nodal Officer are available on the website of the Company.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED
DURING THE FINANCIAL YEAR
DIRECTORS
The composition of Board of Directors is in conformity with the
applicable provisions of the Act and Listing Regulations.
During the year under review, there was no change in the composition of
the board.
The board of directors in their meeting held on September 28, 2023 had
approved the following re-appointments of:
Re-appointment of Mr. Manish Kumar Dabkara, Chairman and
Managing Director of the Company for a period of 5 (Five) years, till February 10, 2029.
Re-appointment of Mr. Naveen Sharma, Whole Time Director of the
Company for a period of 5 (Five) years, till November 3, 2028.
Re-appointment of Ms. Sonali Sheikh, Whole Time Director of the
Company for a period of 5 (Five) years, till November 3, 2028.
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Manish Kumar Dabkara, Chairman and Managing
Director, who is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re- appointment. The said Director is not disqualified
from being re- appointed as a Director of a Company as per the disclosure received from
him pursuant to Section 164(2) of the Act. Your directors recommend their approval.
A brief profile of Mr. Manish Kumar Dabkara is provided in the Notice
of the ensuing Annual General Meeting of the Company.
Pursuant to the provisions of the Act, the Directors of the Company as
on date are Mr. Manish Kumar Dabkara
- Chairman and Managing Director, Mr. Naveen Sharma
- Whole Time Director, Ms. Sonali Sheikh - Whole Time Director, Ms.
Astha Pareek - Non-Executive Women Independent Director, Mr. Ritesh Gupta - Non-Executive
Independent Director, and Mr. Burhanuddin Ali Husain Maksi Wala - Non-Executive
Independent Director.
All the Independent Directors on the Board have given a declaration of
their independence to the Company as required under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, all the
Independent Directors possess the integrity, expertise and experience including the
proficiency required to be Independent Directors of the Company, meets the criteria of
independence as specified in the Act and the Listing Regulations and are independent of
the management and have also complied with the Code for Independent Directors as
prescribed in Schedule IV of the Act.
The Independent Directors of the Company have confirmed that they have
registered themselves with the Indian Institute of Corporate Affairs, Manesar for the
inclusion of their name in the data bank of independent directors, pursuant to the
provision of Rule 6 (1) of Companies (Appointment and Qualification of Directors) Rules,
2014.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 203 of the Act, the key ,2
managerial personnel of the Company as on date are Mr. a
Manish Kumar Dabkara - Chairman and Managing Director, Mr. Naveen
Sharma and Ms. Sonali Sheikh - Whole Time Director, Mr. Mohit Kumar Agarwal - Chief
Financial Officer and Ms. Itisha Sahu - Company Secretary and Compliance Officer.
PERFORMANCE EVALUATION OF THE BOARD
In accordance with legal requirements and the guidelines outlined in
the Listing Regulations, the Board of Directors has conducted a comprehensive yearly
assessment of its performance, the performance of its Committees, Independent Directors,
Non-Executive Directors, the Executive Director, and the Chairman of the Board.
The Nomination and Remuneration Committee ('NRC'), a part of the Board,
has established a clear process for conducting formal annual evaluations of the Board's
performance, its Committees, and Individual Directors. This process involves distributing
separate evaluation forms for the Board and its Committees, as well as for Independent
Directors, Non-Executive Directors, the Executive Director, and the Chairman of the
Company.
The evaluation process was carried out by Independent Directors in a
dedicated meeting. During this meeting, the performance of Non-Independent Directors, the
overall Board, and its committees were appraised. Additionally, the Independent Directors
evaluated the performance of the Chairman of the Company, taking into consideration
feedback from the Executive Director and Non-Executive Directors. The outcome of this
evaluation by Independent Directors were shared with the NRC and subsequently presented to
the entire Board.
Subsequently, the Board convened to discuss the performance of the
Board as a whole, its Committees, and Individual Directors. During this discussion, the
Board expressed its contentment with the effective functioning of both the Board and its
Committees. The Directors' contributions in their respective roles were acknowledged as
satisfactory, signifying their active involvement and commitment.
The Company has also adopted a policy for remunerating directors, key
managerial personnel, and other employees. This policy includes criteria for determining
the qualifications, positive attributes, and independence of directors. The complete
details of this policy are provided in this report and attached as Annexure E.
MEETING OF THE BOARD
The Board of Directors met 15 (Fifteen) times during the financial year
ended March 31, 2024 in accordance with the provisions of the Act and rules made
thereunder. The Details of the meetings held are provided in the Report of the Directors
on Corporate Governance, which forms part of this report.
STATUTORY COMMITTEES OF THE BOARD
Your Company has duly constituted the Committees required under the Act
read with applicable Rules made thereunder and Listing Regulations.
Audit Committee
The Audit Committee of Directors was constituted pursuant to the
provisions of Section 177 of the Act and Regulation 18 of Listing Regulations, comprises
of Mr. Ritesh Gupta (Chairman), Mr. Burhanuddin Ali Husain Maksi Wala and Mr. Manish Kumar
Dabkara as its members. Majority of the members including Chairman of Audit Committee are
Independent Directors.
All the recommendations made by the Audit Committee were accepted by
the Board of Directors.
The Audit Committee met 12 (Twelve) times during the financial year
ended March 31, 2024. The Details of the meetings held are provided in the Report of the
Directors on Corporate Governance, which forms part of this report.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of Directors was constituted
pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing
Regulations, comprises of Mr. Burhanuddin Ali Husain Maksi Wala (Chairman), Mr. Ritesh
Gupta and Ms. Astha Pareek as its members. All the members of NRC are independent
directors.
All the recommendations made by the Nomination and Remuneration
Committee were accepted by the Board of Directors.
The Nomination and Remuneration Committee met 13 (Thirteen) times
during the financial year ended March 31, 2024. The Details of the meetings held are
provided in the Report of the Directors on Corporate Governance, which forms part of this
report.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee of Directors was constituted
pursuant to the provisions of Section 178 of the Act and Regulation 20 of Listing
Regulations, comprises of Mr. Burhanuddin Ali Husain Maksi Wala (Chairman), Mr. Ritesh
Gupta and Mr. Naveen Sharma as its members. Majority of the members including Chairman of
SRC are Independent Directors.
All the recommendations made by the Stakeholders Relationship Committee
were accepted by the Board of Directors.
The Stakeholders Relationship Committee met 3 (Three) times during the
financial year ended March 31, 2024. The Details of the meetings held are provided in the
Report of the Directors on Corporate Governance, which forms part of this report.
Corporate Social Responsibility Committee
As per the provisions of Section 135 of the Act read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has
constituted a Corporate Social Responsibility (CSR) Committee comprises of Mr. Ritesh
Gupta (Chairman), Mr. Manish Kumar Dabkara and Mr. Naveen Sharma as members.
All the recommendations made by the Corporate Social Responsibility
(CSR) Committee were accepted by the Board of Directors.
The Corporate Social Responsibility (CSR) Committee met 5 (Five) times
during the financial year ended March 31, 2024. The Details of the meetings held are
provided in the Report of the Directors on Corporate Governance, which forms part of this
report.
Risk Management Committee
As per the Regulation 21 of the Listing Regulations, the Board of
Directors has constituted a Risk Management Committee comprises of Mr. Naveen Sharma
(Chairman), Mr. Manish Kumar Dabkara and Mr. Burhanuddin Ali Husain Maksi Wala as members.
All the recommendations made by the Risk Management Committee were
accepted by the Board of Directors.
The Risk Management Committee met three (3) times during the financial
year ended March 31, 2024. The Details of the meetings held are provided in the Report of
the Directors on Corporate Governance, which forms part of this report.
AUDITORS Statutory Auditor
M/s Dassani & Associates LLP, Chartered Accountant (FRN: 009096C),
were appointed as Statutory Auditors of the Company at the Annual General Meeting held on
October 27, 2023 for a second term of five (5) consecutive years from the conclusion of
12th AGM till the conclusion of 17th AGM of the Company.
The Auditor's Report does not contain any qualification, reservation or
adverse remark or disclaimer, and no explanation on part of the Board of Directors is
called for.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed M/s Ruchi Joshi Meratia & Associates., Practicing Company Secretary as
the Secretarial Auditor of the Company to conduct the Secretarial Audit for FY 2024-25.
The Company has received consent from M/s Ruchi Joshi Meratia &
Associates, Practising Company Secretary, to act as the auditor for conducting audit of
the secretarial records for the financial year ending March 31, 2025.
The Secretarial Audit Report, issued by M/s Ruchi Joshi Meratia &
Associates , Practicing Company Secretary, in Form MR-3 for the financial year 2023-24
which forms part of the Director's Report as Annexure F. The report does not
contain any qualification, reservation, disclaimer or adverse remark. However, the
Secretarial auditor has specified self-explanatory notes in their report.
The Secretarial Compliance Report issued by M/s Ruchi Joshi Meratia
& Associates, Practicing Company Secretary for the financial year ended March 31,
2024, in relation to compliance of all applicable SEBI Regulations/ circulars/ guidelines
issued thereunder, pursuant to the requirement of Regulation 24A of the Listing
Regulations, is available on the website of the Company at: https://enkingint.
org/wp-content/uploads/2024/07/Annual-Secretarial- Compliance-Report-2023-24.pdf
Internal Auditor
In compliance with the provisions of Section 138 of the Act, read with
the Companies (Accounts) Rules, 2014, the Internal Audit, of the Company, for the FY
2023-24 was carried out by M/s Mahesh C Solanki & Co., (FRN: 006228C), Chartered
Accountants. Further, the Board in their meeting held on May 12, 2024 has re-appointed M/s
Mahesh C Solanki & Co., as Internal Auditors for the FY 2024-25.
Cost Auditor
The provisions of section 148 of the Act, read with Rule 14 of the
Companies (Audit & Auditors) Rules, 2014 relating to the cost audit are not applicable
to the Company during the period under review.
VIGIL MECHANISM/ WHISTLE - BLOWER POLICY
In accordance with Section 177(9) of the Act, and Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, it is mandatory for a listed
company and certain prescribed classes of companies to establish a Vigil Mechanism. This
mechanism ensures adequate protection to employees and directors who raise concerns about
violations of legal or regulatory requirements, misrepresentation of financial statements,
and other related matters.
Our company has developed a Vigil Mechanism known as the Whistle Blower
Policy, which is designed to uphold the highest standards of ethical, moral, and legal
conduct in our business operations. Throughout the year, there were no instances where
individuals were denied access to the Audit Committee.
The details of the Vigil Mechanism can be found in the Corporate
Governance Report, included in this Annual Report. Additionally, the Whistle-Blower Policy
is available on our company's website at : https://enkingint.org/wp-
content/uploads/2024/02/Whistle-Blower-Policy.pdf
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34(2)(f) of the Listing Regulations, a separate
section on Business Responsibility and Sustainability Report, describing the initiatives
taken by your Company from environmental, social and governance perspective, forms an
integral part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3)(c) read with Section 134 (5)
of the Act, In relation to the audited financial statements of the Company for the year
ended March 31, 2024, the Board of Directors hereby confirms that:
a) In the preparation of the annual accounts for the year ended March
31, 2024 the applicable accounting standards read with requirements set out under schedule
III to the act have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2024
and of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of 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;
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; and
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.
INTERNAL FINANCIAL CONTROL
The Company has implemented a strong and integrated system of internal
controls to ensure the reliability of financial reporting, the smooth and efficient
operation of business activities, compliance with policies and procedures, safeguarding of
assets, and the economical and efficient utilization of resources. To ensure the
effectiveness and sufficiency of these control systems, appropriate review and monitoring
mechanisms are established.
The Company adheres to accounting policies that align with the Indian
Accounting Standards specified under Section 133 of the Act, in accordance with the
Companies (Indian Accounting Standard) Rules, 2015.
The evaluation of internal controls and assurance of their adequacy and
effectiveness are conducted through the Internal Audit, which is carried out by external
auditing firms. The Internal Audit Reports are actively reviewed by the Audit Committee,
and any necessary remedial measures are taken. The Board of Directors also periodically
reviews the Internal Audit Reports. Notably, there were no significant weaknesses
identified in the design or operation of the controls during the year.
The Standalone and Consolidated Financial Statements of the Company
undergo quarterly reviews by its Statutory Auditors.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of
the Act, the Annual Return of the Company as on March 31, 2024 is placed on the website of
the company at the following web -address: https://enkingint.org/wp-
content/uploads/2024/08/Annual-Return-FY-2023-24.pdf
COMPLIANCE WITH SECRETARIAL STANDARDS
As per Listing Regulations, the Corporate Governance Report with the
Auditors' Certificate thereon, and the Management Discussion and Analysis Report are
attached, which forms part of this report.
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
During the year, your Company is in compliance with the Secretarial
Standards specified by the Institute of Company Secretaries of India.
HUMAN RESOURCES
The foundation of your Company's success lies in its human resources,
which opens up countless possibilities for its business. Our dedicated workforce drives
efficient operations, fuels market development, and expands our range of services. By
prioritizing continuous learning and development, and implementing effective talent
management practices, we ensure that the Organization's talent needs are met. The
exceptional employee engagement score demonstrates the strong commitment and pride our
employees feel as valued members of the Company.
The group's Corporate Human Resources plays a critical role in your
Company's talent management process.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial
position of the Company which have occurred after March 31, 2024 till date of this report.
OTHER DISCLOSURE
Other disclosures as per provisions of Section 134 of the Act read with
Companies (Accounts) Rules, 2014 are furnished as under:
1. The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Section 54(1 )(d) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
2. During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code,
2016.
3. During the year under review, there has been no one time settlement
of Loans taken from Banks and Financial Institutions.
4. There was no failure to implement any Corporate Action.
5. During the year under review, there was no change in the nature of
business of the Company.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the Company's customers,
shareholders, suppliers, bankers, business partners/associates, financial institutions and
various regulatory authorities including Securities and Exchange Board of India (SEBI),
the Bombay Stock Exchange (BSE), Ministry of Corporate Affairs (MCA), Registrar of
Companies (ROC), National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) for their consistent support and encouragement to the
Company. I am sure you will join our Directors in conveying our sincere appreciation to
all employees of the Company and its subsidiaries and associates for their hard work and
commitment. Their dedication and competence have ensured that the Company continues to be
a significant and leading player in the industry.
|
For and on behalf of Board
of Directors |
|
Mr. Manish Kumar Dabkara |
Mr. Naveen Sharma |
Place: Indore |
Chairman and Managing Director |
Whole Time Director |
Date: July 23, 2024 |
DIN: 03496566 |
DIN: 07351558 |