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Emkay Global Financial Services Ltd

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BSE Code : 532737 | NSE Symbol : EMKAY | ISIN : INE296H01011 | Industry : Stock/ Commodity Brokers |


Directors Reports

Dear Members,

Your Directors present the Thirtieth Annual Report of your Company and the Audited Financial Statements for the year ended 31st March, 2024.

1. FINANCIAL RESULTS

An overview of the financial performance of your Company along with its Subsidiaries for the year 2023-24 is as under:

(Rs. in Lacs)

Particulars Standalone for the year ended Consolidated for the year ended
31.03.2024 31.03.2023 31.03.2024 31.03.2023
Total Income 28,340.33 19,853.31 31,501.15 21,547.60
EBITDA 4,958.17 2,138.93 5,712.48 2,600.61
Less: Depreciation and Amortization 890.77 883.55 980.14 918.04
Less: Finance Cost 611.74 442.91 490.81 428.02
Profit before exceptional item and tax 3,455.66 812.47 4,241.53 1,254.55
Exceptional item (55.00) (115.00) - -
Profit before tax 3,400.66 697.47 4,241.53 1,254.55
Less: Tax expenses 953.67 (365.99) 1,178.67 (145.94)
Profit after tax 2,446.99 1,063.46 3,062.86 1,400.49
(Less)/Add : Share of profit/(loss) of associates - - 25.78 12.76
Add: Profit/(loss) from discontinued operations - - 155.23 (5.64)
Profit for the year 2,446.99 1,063.46 3,243.87 1,407.61
Other Comprehensive Income (net of tax) (97.63) (70.54) (100.71) (67.78)
Profit attributable to shareholders of the Company 2,349.36 992.92 3,143.16 1,339.93
Opening balance in statement of profit and loss 3,000.53 2,315.61 6,664.16 6,536.76
Other adjustments - - (3.31) (833.11)
Amount available for appropriation 5,349.89 3,308.53 9,804.01 7,043.58
Appropriations
Dividend paid on equity shares 246.40 308.00 246.40 308.00
Transfer to special reserve u/s 45-IC of RBI Act - - 48.30 71.42
Closing balance in statement of profit and loss 5,103.49 3,000.53 9,509.31 6,664.16

2. DIVIDEND

The Board of Directors is pleased to recommend a final dividend at the rate of Rs. 1.50 (15%) per equity share of the face value of Rs. 10 each for the year ended 31st March 2024 (Previous year Rs. 1.00) per equity share. This would involve a payout of Rs. 370.42 Lacs (previous year Rs. 246.40 Lacs) based on the number of equity shares as on 31st March 2024. The dividend would be paid to all the shareholders, whose names appear in the Register of Members/Beneficial Holders list on the Book Closure date. This Dividend is subject to approval of the Members at the forthcoming 30th Annual General Meeting. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

3. REVIEW OF OPERATIONS

The information on operations of the Company is given in the Management Discussion & Analysis Report forming part of the Annual Report.

The Board of Directors is delighted to share the strong standalone and consolidated financial performance of the Company during Financial Year 2023-24, amidst a landscape of both challenges and opportunities. The Company has demonstrated resilience and agility, achieving significant growth in revenue and Profit as under:

Standalone

During the year under review, your Company recorded a total income of Rs. 28,340.33 Lacs as compared to Rs. 19,853.31 Lacs in the previous financial year, higher by 42.75%. The profit for the same period stands at Rs. 2,446.99 Lacs as compared to the profit of '1,063.46 Lacs in the previous financial year, higher by 130.10%.

Consolidated

During the year under review, your Company recorded a total income of Rs. 31,501.15 Lacs as compared to Rs. 21,547.60 Lacs in the previous financial year, higher by 46.19%. The profit for the same period stands at Rs. 3,243.87 Lacs as compared to the profit of Rs.1,407.61 Lacs in the previous financial year, higher by 130.45% over previous year.

4. SHARE CAPITAL

During the year, the Company allotted 54,446 equity shares on exercise of stock options under the Employees Stock Option Plan -2007 and the Employees Stock Option Plan 2018 by some of the eligible employees.

Consequently, the issued, subscribed and paid-up capital of the Company has increased from 2,46,40,230 equity shares to 2,46,94,676 equity shares of '10/- each fully paid-up as on 31st March 2024.

5. UPDATE ON IN-PRINCIPAL APPROVAL FROM

securities and exchange board of india (sebi)

FOR SPONSORING MUTUAL FUND

After receipt of the in-principal approval from Securities and Exchange Board of India, Investment Management Department on 31st March 2023, for sponsoring Mutual Fund under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, the Company had initiated necessary steps in the capacity of "Sponsor" for making necessary application to SEBI for getting the final approval. In the meantime, SEBI (Mutual Fund) (Amendment) Regulations, 2023, were amended by Gazette notification dated June 26, 2023, effecting material changes in the Net worth criteria & other norms for Sponsor and Asset Management Company. After review of these newly implemented provisions of the said SEBI notification and its potential impact on our Mutual Fund/AMC application as Sponsor, the management decided not to pursue the application made to Securities and Exchange Board of India for sponsoring Mutual Fund under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.

6. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

There have been no material changes and commitments between the end of financial year 2023-24 and the date of this report, adversely affecting the financial position of the Company.

7. ANNUAL RETURN

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website at http://www.emkayglobal.com/Investor-relations.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-24, 4 meetings were held on 15th May, 2023, 10th August, 2023, 30th October, 2023 and 31st January, 2024.

The details of the attendance of Directors at these meetings are as under:

Name of the Director Category Board Meetings during Financial Year 2023-24
Held Attended
Mr. S. K. Saboo NED 4 4
Mr. R. K. Krishnamurthi NED (I) 4 3
Mr. G. C. Vasudeo NED (I) 4 3
Mr. Krishna Kumar Karwa ED 4 4
Mr. Prakash Kacholia ED 4 4
Dr. Satish Ugrankar NED (I) 4 4
Dr. Bharat Kumar Singh NED (I) 4 3
Mrs. Hutokshi Wadia NED (I) 4 3

Category: NED-Non-Executive Director, NED(I)-Non-Executive

Director & Independent, ED-Executive Director.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors 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, if any.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 year under review;

c) The directors have taken proper and 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.

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

10. AUDIT COMMITTEE

The Committee comprises of Mr. G. C. Vasudeo as the Chairman and Mr. R. K. Krishnamurthi, Dr. Satish Ugrankar, Dr. Bharat Kumar Singh and Mr. Prakash Kacholia as the members of the Committee. More details pertaining to the Audit Committee are included in the Corporate Governance Report, which forms part of this report.

All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

11. NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE

The Nomination, Remuneration and Compensation Committee constituted by the Board in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 comprises of Mr. G. C. Vasudeo, an Independent Director as the Chairman and Mr. R. K. Krishnamurthi, Dr. Satish Ugrankar and Mr. S. K. Saboo as the members of the Committee.

The Committee consists of only Non-Executive Directors as its members. All the members of the Committee are Independent Directors except Mr. S. K. Saboo who is a Non-Executive Non-Independent Director.

The Remuneration Policy of the Company is available on the Company's website i.e. www.emkayglobal.com/Investor- relations. The details of composition, terms of reference of the Nomination, Remuneration and Compensation Committee, numbers and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report forming part of the Board's Report.

12. PERFORMANCE EVALUATION

In terms of provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI (LODR) Regulations, 2015 and further Guidance note issued by SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 05th January, 2017 on "Board Evaluation", evaluation process was carried out internally for the performance of the Board, its Committees and Individual Directors.

The Independent Directors at their meeting held on 19th March 2024 have reviewed the performance evaluation of Non-Independent Directors and the Board as a whole including the Chairman.

The Nomination, Remuneration and Compensation Committee carried out evaluation of performance of each Director in their meeting held on 16th May 2024. The Board of Directors carried out performance evaluation of the Board, each Director and the Committees for the financial year ended 31st March 2024 in their meeting held on 16th May 2024 based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the effectiveness of their contribution.

13. AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 ("the Act") read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), S. R. Batliboi & Co. LLP, Chartered Accountants bearing Firm Registration Number 301003E/E300005 with the Institute of Chartered Accountants of India (ICAI) were re-appointed as the Statutory Auditors of the Company on expiry of their first term at the 28th Annual General Meeting (AGM) held on 8th August, 2022 for a second term of five years commencing from the conclusion of the 28th AGM till the conclusion of the 33rd AGM of the Company.

M/s. S. R. Batliboi & Co. LLP have confirmed their eligibility and qualification required under section 139 and 141 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force as statutory auditors.

In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

There are no qualifications or observations or remarks made by the Auditors in their report.

Reporting of Fraud

The Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

Change In Accounting Policy

The Company had adopted Indian Accounting Standards (IND - AS) with effect from April 1, 2019 with effective date of such transition as April 1, 2018. There is no change in the Accounting Policy thereafter.

14. SECRETARIAL AUDIT REPORT

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 had appointed M/s. Parikh & Associates, Company Secretaries, Mumbai to carry out Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial Audit Report received from them is appended as "Annexure A" and forms part of this report.

The Secretarial Audit Report for the Financial year 2023-24 does not contain any qualification, reservation and adverse remarks.

15. INTERNAL AUDIT

As per the requirement of Section 138 of the Companies Act, 2013 and rules made there under, M/s. Lovi Mehrotra & Associates, Chartered Accountants, Mumbai were appointed as Internal Auditors of the Company for the financial year 2023-2024.

The internal control systems are supplemented by extensive internal audits, regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data. The Management Information System (MIS) forms an integral part of the Company's control mechanism. The Company has regular checks and procedures through internal audit periodically. The reports are deliberated and executive summary of the same along with action taken report (ATR) for steps taken by the Management to address the issues are placed before the Audit Committee meeting/ Board meeting for their review. Reports of internal auditors are reviewed by the Audit Committee, and corrective measures, if any, are carried out towards further improvement in systems and procedures in compliance with Internal Control System. The Board also recognizes the work of the auditors as an independent check on the information received from the management on the operations and performance of the Company.

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with all the applicable mandatory secretarial Standards issued by the Institute of Company Secretaries of India.

17. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

18. PUBLIC DEPOSITS

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013, are given under notes to the Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The details of the related party transactions, as per requirement of Accounting Standards -18 are disclosed in notes to the financial statements of the Company for the financial year 2023-24. All the directors have disclosed their interest in Form MBP-1 pursuant to Section 184 of the Companies Act, 2013 and as and when any changes in their interest take place, such changes are placed before the Board at its meetings. None of the transactions with any of the related parties was in conflict with the interest of the Company. The particulars of contracts or arrangements with related parties referred to in Section 188 (1), in prescribed Form AOC-2 under Companies (Accounts) Rules, 2014 are appended as "Annexure B".

21. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo required under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as "Annexure C" and forms part of this Report of the Board of Directors.

23. LEVERAGING DIGITAL TECHNOLOGY

Innovative ideas and technology is introduced continuously to provide great user experience to our customers, business associates and employees.

In association with the IT Team, the Company with active support from management has been investing time and effort in information technology solutions to demonstrate technological leadership.

24. BUSINESS RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act, 2013 and as per provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy in place. An ongoing exercise is being carried out to identify, evaluate, manage and for monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The details of the same are set out in the Corporate Governance Report forming part of the Board of Directors' Report.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company has evolved a Corporate Social Responsibility Policy and is actively practicing the same. The objectives of CSR Policy are to contribute to social and economic development of the communities in which the Company operates, to improve the quality of life of the communities through long term value creation for stakeholders and to generate, through its CSR initiatives, a community goodwill for the Company and help reinforce a positive and socially responsible image of the Company as a corporate entity. During FY 2023-24, as per the computation made pursuant to the provisions of section 135(5) of the Companies Act, 2013, the average net profit of last three years was not falling in the criteria determined for statutorily spending any amount on CSR activities during the financial year 2023-24. Accordingly, the Company had not spent any amount on CSR activities during the financial year 2023-24.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached in the revised format as "Annexure D" and forms an integral part of this report.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in all cases. The details of the policy are posted on the website of the Company under the link http://www.emkayglobal.com/Investor-relations.There were no complaints received during the year 2023-24.

27. DIRECTORS & KEY MANAGERIAL PERSONNEL Appointments

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. S. K. Saboo (DIN:00373201), a Non-Executive Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Your Board recommends his re-appointment to the shareholders.

Brief profile of Mr. S. K. Saboo (DIN:00373201), Director as required under Regulation 36 (3) of the SEBI (LODR) Regulations, 2015 and justification for his re-appointment are given in the explanatory statement to Notice of the 30th Annual General Meeting.

Further, the Company has received declaration from all the Independent directors that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with the Schedule and Rules issued there under and Regulation 16 of SEBI (LODR) Regulations, 2015, as amended. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (‘MCA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

The profile of the Independent Directors forms part of the Corporate Governance Report.

The above appointment/re-appointment forms part of the Notice of the forthcoming 30th Annual General Meeting and the respective resolution is recommended for your approval.

Details of amount received from Directors of the Company falling under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014, are given under Related Party Disclosure note no. 38 in the Financial Statements.

Code of Conduct

All the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company

Key Managerial Personnel (KMP)

The following four persons were formally noted as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

• Mr. Krishna Kumar Karwa - Managing Director

• Mr. Prakash Kacholia - Managing Director

• Mr. Saket Agrawal - Chief Financial Officer

• Mr. B. M. Raul - Company Secretary

28. PARTICULARS OF REMUNERATION

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee's remuneration are provided in "Annexure E" which forms part of the Board's Report.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, it's compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Pursuant to the provisions of Section 134(5)(f) of the Act, the Company has devised proper systems to ensure compliance with the provisions of all applicable laws. Each department of the organization ensured that it had complied with the applicable laws and furnished its report to the Head of department who then along with the Company Secretary discussed on the compliance status of the department. Any matter that required attention was immediately dealt with. The Company Secretary reported to the Audit Committee and the Board on the overall compliance status of the Company. In effect, such compliance system was largely found to be adequate and operating effectively. The paragraph 10(f) hereinabove has also confirmed the same to this effect.

30. MAINTENANCE OF COST RECORDS & COST AUDIT

The Company is engaged in carrying stock broking and related activities and hence provisions related to maintenance of cost records and requirement of cost audit as prescribed under section 148(1) of the Act are not applicable.

31. SUBSIDIARY COMPANIES

The Company has six subsidiaries as on 31st March 2024. Besides, there is one associate entity within the meaning of Section 2(6) of the Act.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

The Consolidated Financial Statements of the Company form part of this Annual Report.

The Company will make available the annual accounts of the Subsidiary Companies and the related information to any member of the Company who may be interested in obtaining the same. The Annual Report of the Company and all its subsidiary Companies will also be available on the website of the Company i.e. www.emkayglobal.com.

32. EMPLOYEE STOCK OPTION SCHEMES

With a view to remain a preferred employer, the Company had granted Stock Options under two Schemes viz. Employee Stock Option Plan-2007 (ESOP-2007) and Employee Stock Option Plan-2018 (ESOP-2018) to the employees of the Company and the employees of the Subsidiary Companies.

Other disclosures in compliance with the provisions of the SEBI (Shared Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the website of the Company https://www.emkayglobal. com/key-announcement.

(a) ESOP- 2007

The Nomination, Remuneration and Compensation Committee of the Company had granted stock options under ESOP-2007 scheme to the eligible employees (each option carrying entitlement for one share of the face value of '10/- each. The summary of the same as on 31st March 2024 is as under:

Summary of ESOP-2007 as on 31st March 2024

Total no. of stock options approved under the Scheme 24,26,575

 

No. of Options Date of Grant Exercise Price Per Option (Rs.)
14,42,000 17.01.2008 63.00
2,44,000 19.06.2009 63.00
2,07,500 24.07.2009 61.00
1,00,000 04.05.2010 93.00
6,11,500 27.07.2010 77.00
2,00,000 21.01.2012 37.00
13,95,000 28.05.2018 145.45 (Re-priced at Rs. 75.60)
4,81,000 08.07.2019 74.65
7,02,120 14.11.2019 75.60
61,738 14.11.2019 74.65
1,66,740 24.01.2020 70.70
2,46,000 04.02.2021 74.90
61,738 09.09.2021 74.90
70,000 25.01.2022 104.25
1,41,125 08.08.2022 72.95
1,50,000 07.11.2022 78.95
1,00,000 15.05.2023 76.05
2,40,000 26.12.2023 142.75

 

Exercise Period 2-3 years
Re-Issued Options 41,93,886
Total no. of stock options granted under the scheme 66,20,461
Stock Options lapsed 53,85,603
Stock Options vested but not exercised 2,67,156
Stock Options exercised 3,07,330
Outstanding Stock Options 9,27,528

During the Financial Year 2023-24, 1,81,079 options were vested and 44,600 options were exercised under the ESOP-2007 scheme.

b) ESOP- 2018

The Nomination, Remuneration and Compensation Committee of the Company had granted options under ESOP-2018 scheme to the eligible employees (each option carrying entitlement for one shares of the face value of Rs. 10/- each) as per criteria determined by the committee. The summary of the same as on 31 st March 2024 is as under:

Summary of ESOP-2018 as on 31st March 2024

Total no. of stock options granted under the Scheme 24,53,403

 

No. of Options Date of Grant Exercise Price Per Option (Rs.)
4,17,760 14/08/2018 133.25
3,32,167 30/10/2018 101.80
4,12,861 08/01/2019 108.20
9,23,380 01/03/2019 Rs. 108.20 (Re-priced at Rs. 75.60)
1,00,000 01/03/2019 72.55
2,70,600 28.05.2019 Rs. 93.20 (Re-priced at Rs. 75.60)
24,620 08.07.2019 74.65
61,738 14.11.2019 Rs. 93.20 (Re-priced at Rs. 75.60)
2,46,000 28.08.2020 59.60
30,000 07.12.2020 68.20
6,15,667 04.02.2021 59.60
1,00,000 20.05.2021 72.40
1,53,917 08.08.2022 72.95
1,09,299 10.08.2023 82.05
2,71,000 26.12.2023 142.75

 

Exercise Period 2 years
Re-Issued Options 16,15,606
Total no. of stock options granted under the scheme 40,69,009
Stock Options lapsed 24,14,348
Stock Options vested but not exercised 3,92,600
Stock Options exercised 9,846
Outstanding Stock Options 16,44,815

During the Financial Year 2023-24, 2,87,742 options were vested, and 9,846 options were exercised under the ESOP- 2018 scheme.

The third scheme i.e. Employees Stock Option Plan-2010 Through Trust Route is since non-operational.

The disclosures required to be made in the Board' Report in respect of the aforesaid ESOP Schemes, in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are contained in "Annexure F" forming part of the Directors' Report and are also uploaded on the website of the Company i.e. https://www.emkayglobal.com/ key-announcement.

33. TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SUCH SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, the Company has transferred on due dates, the unpaid or unclaimed dividends up to the financial year 2015-2016 to the Investor Education and Protection Fund (IEPF) established by the Central Government. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 the Company has uploaded on its website the details of unpaid and unclaimed amounts lying with the Company.

Further, in terms of the provisions of section 124(6) of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 notified by the Ministry of Corporate Affairs, New Delhi w.e.f. 7th September, 2016, and further notifications issued by the Ministry of Corporate Affairs, amending the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 which has come into force w.e.f. 28th February 2017, 13,194 shares in respect of which dividend had not been paid or claimed for seven consecutive years or more as provided under subsection (6) of Section 124 have been transferred to the Special Demat Account of IEPF Authority as on 31st March, 2024.

The details of the unclaimed/unpaid dividends are available on the Company's website at www.emkayglobal. com and also on website of Ministry of Corporate affairs at www.iepf.gov.in.

34. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to members of your Company. The said information is available for inspection at the registered office of your

Company during working hours and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

35. CORPORATE GOVERNANCE REPORT

The Company adheres to the principles of Corporate Governance mandated by the Securities and Exchange Board of India and has implemented all the prescribed stipulations thereof. As stipulated in Regulation 27 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance and the requisite Auditor's Certificate confirming compliance with the conditions of Corporate Governance, is appended as "Annexure G" and forms part of this Report.

36. SIGNIFICANT AND MATERIAL ORDERS PASSSED BY THE COURTS OR REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

37. LISTING WITH STOCK EXCHANGES

The Equity shares of the Company are listed on National Stock Exchange of India Ltd. and BSE Ltd.

38. ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued co-operation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.

For and on behalf of the Board of Directors

S. K. Saboo

Chairman

DIN:00373201

Place: Mumbai

Date: 16th May 2024