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