Dear Members,
Your director's are pleased to present the 12th Annual Report on
business and operations of your Company along
with the audited financial statements for the year ended March 31,2023.
FINANCIAL HIGHLIGHTS
|
Standalone |
Consolidated |
|
2022-23 |
2021-222 |
2022-23 |
2021-222 |
| Income |
|
|
|
|
| Revenue from Operation |
1,25,840.65 |
1,80,011.77 |
1,28,644.65 |
1,80,142.40 |
| Other Income |
1,266.25 |
130.34 |
1,287.24 |
130.63 |
| Total Revenue |
1,27,106.90 |
1,80,142.11 |
1,29,931.89 |
1,80,131.43 |
| Profit before finance cost, depreciation & amortization,
and tax. |
16,535.6 |
51,726.22 |
17,523.87 |
51,696.70 |
| Less: Finance Cost |
545.86 |
59.53 |
566.03 |
60.34 |
| Less: Depreciation and amortization expenses |
275.46 |
90.75 |
397.62 |
96.27 |
| Profit before tax |
15,714.28 |
51,575.94 |
16,560.22 |
51,540.09 |
| Less: Tax Expenses |
|
|
|
|
| Current Tax |
3,714.36 |
13,247.19 |
4,561.45 |
13,247.19 |
| Deferred Tax (Assets/Liability) |
32.99 |
(13.71) |
34.14 |
(13.65) |
| Profit for the year |
11,966.94 |
38,342.46 |
11,964.63 |
38,306.55 |
| Other Comprehensive Income |
(9.42) |
(15.0 8)_ |
(9.42) |
(15.08) |
| Total Comprehensive Income |
11,957.52 |
38,327.38 |
11,955.21 |
38,291.47 |
| Earning per eguity share |
|
|
|
|
| Basic |
43.46 |
139.42 |
43.46 |
139.29 |
| Diluted |
43.27 |
139.10 |
43.24 |
138.97 |
COMPANY PERFORMANCE Standalone
• Value of sales and services was Rs. 1,25,840.65
• Export for the year was Rs. 1,19,158.00/-
• EBITDA for the year was Rs. 16,535.6
• Net Profit for the year was at Rs. 11,966.94 Consolidated
• Value of sales and services was Rs. 1,28,644.65
• Export for the year was Rs. 1,19,158.00
• EBITDA for the year was Rs. 17,523.87
• Net Profit for the year was at Rs. 11,964.63 SHARE CAPITAL
The authorised share capital of the Company is Rs. 30,00,00,000
comprising of 3,00,00,000 Eguity Shares of Rs. 10 each. The issued, subscribed and paid-up
share capital of the Company stood at Rs. 27,51,14,130 as at
March 31, 2023 comprising of 2,75,11,413 Eguity Shares of Rs. 10 each
fully paid-up.
During the year, pursuant to issuance of bonus shares the authorized
share capital of the Company increased from Rs. 8,00,00,000 to Rs. 30,00,00,000.
RESERVE
During the year under review, no fund has been transfer to reserve of
the Company.
STATE OF COMPANY'S AFFAIRS
The carbon credit market has shown significant growth, valued at
$978.56 billion in 2022 and projected to reach $2.68 trillion by 2028 with a CAGR of
18.23%. Global pressure to reduce emissions has driven demand for carbon credits. Despite
a 0.9% increase in energy- related C02 emissions in 2022, the trend of decoupling
emissions from economic growth has resumed. Industries seek sustainability, contributing
to the growth of carbon markets. India is a leading player, developing both regulated and
voluntary carbon markets. Buyers prioritize credibility, quality, and impact of carbon
credits, aiming for net-zero commitments and sustainable practices.
In 2022, EKI made a commitment to sustainability with a goal to
mobilize 1 billion carbon credits by 2027. We pledged to achieve net-zero by 2030,
supporting India's net-zero target for 2070. As a carbon market leader, we actively engage
with businesses globally, emphasizing climate education and encouraging climate action.
Our mission is to align with global climate goals, fostering a sense of responsibility for
the environment and society.
Our collaborative efforts with First Source Energy India reaffirmed our
commitment to effective climate action. Partnering with DNV enhances credibility in the
voluntary carbon market, aligning with India's Energy Conservation Bill 2022. An MOU with
Inclusive Energy furthers digital carbon MRV for energy projects. As a market leader, we
offer comprehensive carbon solutions and advisory services. Our unique collaboration with
WOCE Solutions integrates technology for user-friendly carbon footprint management. These
initiatives establish a dynamic platform for advancing sustainability and climate
mitigation.
This financial year was an eventful year marked by post- Covid recovery
across the industry. However, there was also an impact of the Russia-Ukraine conflict due
to which the growth as envisaged did not materialize. Despite geopolitical situations and
policy-based turbulence, the industry showed some resilience and saw a pent up demand.
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:
This year, EKI's subsidiary, GHG Reduction Technologies demonstrated
outstanding financial results, achieving a substantial of revenue compared to holding
company (excluding transaction with holding company). Their strategic expansion
contributed significantly to this success.
AMRUT NATURE SOLUTIONS PVT LTD:
It continued its trajectory of innovation garnering significant market
attention. This innovation translated into a growth in market share. Their dedication to
research and development has positioned them as a leader in our industry. Ourjoint venture
with Shell Overseas Investments promotes biodiversity conservation and restoration through
practices like sustainable farming and forestation, aiming to reduce emissions. It offers
consultancy to develop NBS projects, generating carbon credits for global carbon markets.
CLIMACOOL PROJECTS & EDUTECH LIMITED:
A joint venture business will introduce the first-ever Climate EdTech
and Climate Finance Marketplace in India in collaboration with First Source Energy India
Pvt. Ltd. and its promoter.
The performances of our subsidiaries have been instrumental in driving
our organization's success. Their achievements reflect our collective commitment to
excellence, innovation, sustainability, and stakeholder satisfaction. As we move forward,
we are confident that the continued collaboration and growth of oursubsidiaries will
further strengthen our position in the market. We extend our heartfelt appreciation to all
our subsidiary teams for their hard work and dedication.
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
Our company has expanded its operations and reinforced its presence in
various sectors through the establishment of several new subsidiaries and joint ventures.
We are delighted to share the details of these recent additions:
• EKI One Community Projects Private Limited was incorporated as
Wholly Owned Subsidiary w.e.f. October 12, 2022.
• EKI Two Community Projects Private Limited was incorporated as
Wholly Owned Subsidiary w.e.f. October 18, 2022.
• EKI Power Trading Private Limited (Formally Known as EKI Three
Community Projects Private Limited) was incorporated as Wholly Owned Subsidiary w.e.f.
October 20, 2022.
• Galaxy Certification Services Private Limited (Formally known as
EKI Four Community Projects Private Limited) was incorporated as Wholly Owned Subsidiary
w.e.f. October 21, 2022.
• EnKing International PTE. LTD., Singapore, an overseas Wholly
Owned Subsidiary was incorporated w.e.f., June 1 A, 2022.
• Enking International Foundation, a Section 8 company was
incorporated as Wholly Owned Subsidiary w.e.f. June 19, 2022.
• ClimaCool Projects & Edutech Limited became an Associate
Company w.e.f., November 28, 2022 and the Company holds 49.94% of the paid-up equity share
capital.
• EnKing Community Projects PTE LTD., Singapore, an overseas
Wholly Owned Subsidiary was incorporated w.e.f., April 18, 2023.
• EKI Community Development Foundation, was incorporated as Wholly
Owned Subsidiary w.e.f. June 02,2023.
These strategic moves underscore our commitment to expanding our
footprint across various industries and regions. Each of these new entities brings its
unique expertise and capabilities, enhancing our ability to provide superior service to
our customers and drive sustainable growth.
Apart from this, there were no changes in the direct subsidiaries,
associates and joint venture companies of your Company. 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, 201 A, 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/
Pursuant to regulation 24 of SEBI (Listing Obligations and Disclosure
Reguirements) Regulations, 2015 ('Listing Regulations'), M/s GHG Reduction Technologies
Private Limited, identified as the material unlisted subsidiary of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
Change in Statutory Auditor
During the period, the Company made significant changes to its
statutory audit function. In its board meeting on July 13, 2023, the baord of the Company
grant approval to take action under section 140(1) of the Act.
Following the board's decision, the Company submitted an application in
e-form ADT 2 to the Hon'ble Regional Director on July 14, 2023, seeking approval for the
under above mentioned section. The application is currently under review, and the Company
is awaiting official confirmation.
The Company, recognizing its responsibility to shareholders, introduced
the proposition to disengage WCC during the 1st Extraordinary General Meeting held on
August 14, 2023. This proposal received resounding affirmation, garnering support from
99.82% of the shareholders, thus affirming their endorsement of this strategic shift,
subject to receipt of approval from the Hon'ble Regional Director as mentioned above.
APPOINTMENT OF JOINT STATUTORY AUDITOR
As part of the Company's commitment to maintaining high standards of
financial reporting, a significant development took place during the year under review.
The board of directors, in its meeting held on August 11, 2023, proposed the appointment
of M/s Dassani & Assciates, Chartered Accountant (FRN: 009096C), as the Joint
Statutory Auditor of the Company.
The proposal for the appointment of M/s Dassani & Associates was
presented to the shareholders in the 2nd Extraordinary General Meeting held on September
06, 2023. The resolution received overwhelming supportfrom 100% of the shareholders,
confirming their confidence in the new audit partner.
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, 2023.
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 that sound practices of good Corporate
Governance, Transparency, Accountability, and Responsibility are the fundamental guiding
principles for all decisions, transactions, and policy matters of the Company. A Report on
Corporate Governance, along with a certificate from the Statutory Auditors of the Company
regarding the compliances of conditions of Corporate Governance as stipulated under the
Listing Regulations, forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under the Listing Regulations, is presented in a separate section, forming part
of the Annual Report.
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 ("Foundation") as its dedicated CSR arm. The Foundation
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. 364.45
Lakhs, eguivalent to 2% of the average net profits over the preceding three financial
years, for CSR activities. The Company successfully utilized Rs. 365.00 Lakhs towards
these 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/2023/05/5.-
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, 2023, the CSR Committee of the Company consistsof
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, 201 A, is annexed herewith and marked as Annexure C
to this Report in the prescribed format.
PARTICULAR OF EMPLOYEES
Information on Employees as reguired under Section 197 of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 201A 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, 201 A, 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 reguest, 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 of
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, 201 A, disclosures relating to loans, advances and
investments as on March 31, 2023, are given in the Note No. 35 to 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 reguired to be reported in Form No. AOC-2 in
terms of Section 13A(3) (h) read with Section 188 of the Act and Rule 8(2) of the
Companies(Accounts) Rules, 201A.
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. 35to 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
13A(3Xm) of the Act, in conjunction with Rule 8(3) of the Companies (Accounts) Rules, 201
A, 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 achieved earnings of Rs.
138039.31/- in foreign currency, with corresponding expenditure of Rs. 76522.23/- in
foreign currency throughout the year.
RISK MANAGEMENT
Earlier the Risk Management Policy was not applicable to the Company as
per the Listing Regulations. During the year, following to the approval of migration of
the Company from BSE SME Platform to BSE Main Board, it became mandatory for the Top 1000
Listed entities to constitute the Risk Management Committee with majority of the members
of Committee to be amongst the directors and senior executives of the Company with at
least one independent director and chairperson to be a member of Board.
Accordingly, the Board of Directors in their meeting held on May 17,
2022, constituted a Risk Management Committee, comprising, Mr. Naveen Sharma (Chairman),
Mr. Burhanuddin Ali Husain Maksi Wala (Member) and Mr. Manish Kumar Dabkara (Member).
The Risk Management Committee is responsible to frame, implement and
monitor the risk management plan for the Company. The Committee is responsible for
development and implementation of a Risk management Policy for the Company including
identification therein elements of risk, if any, which in the opinion of the Board may
threaten the existence of the Company and is responsible for reviewing the risk management
plan and its effectiveness.
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 Eguity) Regulations, 2021.
During the year under review, 15,413 Stock Options under the ESOS were
exercised after vesting and allotted.
Voting rights on the shares issued to employees underthe 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) 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, the Company has credited Rs.200 to IEPF pursuant to the provisions of the Act.
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 guantum 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, 2023.
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, Ms. Astha Pareek, who was appointed as an
Additional Non-Executive Independent Director w.e.f. July 1, 2022 for a period of 1 year,
was regularised by the members in the AGM held on September 29,2022.
Additionally, Ms. Astha Pareek has been re-appointed for the period of
5 years, by members of the Company in 01st Extra-Ordinary General Meeting duly held on
August 14, 2023 w.e.f., July 1,2023.
Further, Ms. Priyanka Dabkara, Non-Executive, Non- Independent Director
of the Company resigned from the board of the Company w.e.f., November 11, 2022, due to
personal commitments.
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Ms. Sonali Sheikh (DIN: 08219665), Executive Non-
Independent Director who is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, offers herself for re-appointment. The said Director is not
disgualified from being re- appointed as a Director of a Company as per the disclosure
received from her pursuant to Section 164(2) of the Act. Your directors recommend their
approval.
A brief profile of Ms. Sonali Sheikh 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 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 reguired under Section 149(6) of the Act and
Regulation 16(1Xb) of the Listing Regulations. In the opinion of the Board, all the
Independent Directors possess the integrity, expertise and experience including the
proficiency reguired 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.
The Board is of the opinion that the Independent Directors of the
Company hold highest standards of integrity and possess reguisite expertise and experience
reguired to fulfill their duties as Independent Directors.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 203 of the Act, the key
managerial personnel of the Company as on date are Mr. 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 reguirements 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 subseguently presented to
the entire Board.
Subseguently, 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 gualifications, 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 lA(fourteen) times during the financial year
ended March 31, 2023 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 reguired 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 Seven (7) times during the financial year ended
March 31, 2023. 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 Nine (9) times during the
financial year ended March 31, 2023. 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 four (A) times during the
financial year ended March 31, 2023. 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, 201 A, 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 three (3) times
during the financial year ended March 31, 2023. 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 31,2023. 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
During the year under review, M/s D.N. Jhamb and Co., Practicing
Chartered Accountants, was appointed in 10th Annual General Meeting of the Company to
conduct Statutory Audit till the conclusion of 14th Annual General Meeting of the Company.
However, the respective firm has resigned with effect from November 10, 2022 from the
aforementioned position due to pre-occupancy.
Pursuant to the provisions of Section 139(8), 141 and 142 of the Act
and the Companies (Audit and Auditors) Rules, 2014, M/s Walker Chandiok & Co. LLP,
Chartered Accountants (Firm Registration No.001076N/N500013), were appointed as Statutory
Auditors of the Company at the Extra Ordinary General Meeting held on December 07, 2022 to
fill the casual vacancy caused by the resignation of the existing Statutory Auditor i.e.,
M/s D.N. Jhamb and Co. to undertake the Statutory Audit of the Company for the financial
year 2022-23, who shall hold the office till the conclusion of the 12th Annual General
Meeting of the Company.
The Company in its board meeting held on July 13, 2023, on the
recommendation of the audit Committee, decided to remove M/s Walker Chandiok & Co.
LLP, Chartered Accountant ("WCC"), the Statutory Auditors of the Company.
Following the board's decision, the Company submitted an application in
e-from ADT 2 to the Hon'ble Regional
Director on July 14, 2023, seeking approval for the removal of the
previous statutory auditor. The application is currently under review, and the Company is
awaiting official confirmation.
The Company recognizing its responsibility to shareholders, introduced
the proposition to disengage WCC during the 1st Extraordinary General Meeting held on
August 14, 2023. This proposal received resounding affirmation, garnering support from
99.82 % of the shareholders, thus affirming their endorsement of this strategic shift,
subject to receipt of approval from Hon'ble Regional Director as mentioned above.
During the year, the board of directors, in its meeting held on August
11, 2023, proposed the appointment of M/s Dassani & Associates, Chartered Accountant
(FRN: 009096C), as the Joint Statutory Auditor of the Company till the conclusion of
ensuing 12th Annual General Meeting.
The proposal for the appointment of M/s Dassani & Associates was
presented to the shareholders in the 2nd Extraordinary General Meeting held on September
06, 2023. The resolution received overwhelming support from 100 % of the shareholders,
confirming their confidence in the new audit partner.
The Auditor's Report issued by M/s Dassani & Associates contain
gualified opinion on letter issued by M/s Walker Chandiok & Co. LLP, Chartered
Accountant, Joint Statutory Auditors of the Company under Section 143(12) of the Companies
Act, 2013.
Based on the recommendation of the Audit Committee, the Board has
recommended the appointment of M/s Dassani & Associates, Chartered Accountants, as
Statutory Auditors of the Company, for a second term of five (5) consecutive years from
the conclusion of 12th AGM till the conclusion of 17th AGM of the Company, subject to the
approval of the Members in the ensuing AGM.
They have confirmed their eligibility and gualification reguired under
the Act for holding the office, as Statutory Auditors of the Company.
Secretarial Auditor
During the year under review, the Board of the Company in its meeting
held on August 31, 2022 has appointed M/s. Vinod Kothari & Company, Practicing Company
Secretaries as Secretarial Auditor of the Company for the financial year 2022-23.
Subseguently, M/s. Vinod Kothari & Company, Practicing Company
Secretaries, had undertaken certain consulting assignments with the Company, which may
potentially conflict with the attestation service to be provided by them as the
Secretarial Auditor of the Company.
To avoid any such conflict, M/s. Vinod Kothari & Company,
Practicing Company Secretaries has tendered their resignation as Secretarial Auditors for
FY 2022-23 to the Company with effect from August 10, 2023.
The Board of Director in its meeting held on August 11,2023 appointed
M/s Ruchi Joshi & Co., Practicing Company Secretary as Secretarial Auditor of the
Company for the financial year 2022-23.
The Secretarial Audit Report, issued by M/s Ruchi Joshi & Co.,
Practicing Company Secretary, in Form MR-3 for the financial year 2022-23 does not contain
any qualification, reservation, disclaimer or adverse remark forms part of the Director's
Report as Annexure F.
The Secretarial Compliance Report issued by M/s. Vinod Kothari &
Company, Practicing Company Secretaries for the financial year ended March 31, 2023, 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/2023/06/Secretarial-Compliance- Report_FY-2021-23.pdf
Pursuant to the provisions of Section 204 of the Act and Rules made
thereunder, M/s Ruchi Joshi & Co., Company Secretaries, appointed as Secretarial
Auditors to conduct the Secretarial Audit of the Company for FY 2023-24.
Internal Auditor
Pursuant to the provisions of Section 138 of the Act, read with the
Companies (Accounts) Rules, 2014, the Internal Audit of the Company for the FY 2022-23 was
carried out by M/s Protiviti India Member Private Limited. During the audit, the internal
auditor noted certain observations regarding internal controls and identified areas where
control measures could be strengthened. It's noteworthy that there were no significant
qualifications, reservations, disclaimers, or adverse remarks raised in the audit report
and the company is progressive towards strengthening the internal controls.
Pursuant to the provisions of Section 138 of the Act and Rules made
thereunder, on completion of tenure of M/s Protiviti India Member Private Limited, the
Company has appointed M/s. Mahesh C Solanki & Co., (FRN No: 006228C), Chartered
Accountants, as Internal Auditor of the Company for financial year 2023-24.
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.
Reporting under Section 143(12) by Statutory Auditor.
During the year under review, on July 10, 2023 M/s Walker Chandiok
& Co. LLP ("WCC"), Chartered Accountants had issued notice under section
143(12) of the Act to the audit committee of the Company.
The Audit Committee and the company's Board have responded to the WCC
with a factual report, asserting that they have implemented appropriate procedures and
conducted independent assessments of the issues outlined in the letter dated July 10,
2023.
Their examination yielded two key findings: (i) no violation of
existing laws and regulations and (ii) no adverse financial impact on the company's past
or current financial statements.
VIGIL MECHANISM/ WHISTLE - BLOWER POLICY
I n accordance with Section 177(9)of the Act, and Rule7ofthe
CompaniesfMeetings of Board and its Powers) Rules, 2014, it is mandatory fora 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 orregulatory 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/2023/05/Whistle-Blower-Policy.pdf
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34(2Xf) 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, 2023, the Board of Directors hereby confirms that:
a) In the preparation of the annual accounts for the year ended March
31, 2023 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, 2023
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
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 adeguacy 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 guarterly reviews by its Statutory Auditors.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section 134(3Xa) of the
Act, the Annual Return of the Company as on March 31, 2023 is placed on the website of the
company at the following web -address: https://enkingint.org/wp-
content/uploads/2023/10/AN NUAL-RETURN-FY-2023.pdf
COMPLIANCE WITH SECRETARIAL STANDARDS
As per Listing Regulations, the Corporate Governance Report with the
Auditors' Certificate thereon, and the Management Discussion and Analys 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 adeguate 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 Fluman Resources plays a critical role in your
Company's talent management process.
OTHER DISCLOSURE
Other disclosures as per provisions of Section 134 of the Act read with
Companies (Accounts) Rules, 2014 are furnished as under:
1. No orders have been passed by any Regulator or Court or Tribunal
which can have impact on the going concern status and the Company's operations in future.
2. The Company has not issued any sweat eguity shares during the year
under review and hence no information as per provisions of Section 54(1 Xd) of the Act
read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
3. During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.
4. During the year under review, there has been no one time settlement
of Loans taken from Banks and Financial Institutions.
5. There was no failure to implement any Corporate Action.
ACKNOWLEDGEMENTS AND APPRECIATION
The directors place on records their gratitude for the support of
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).
Your Directors express their deep sense of gratitude to the banks,
financial institutions, stakeholders, business associates, Central and State Governments
for their cooperation and support and look forward to their continued support in future.
Your directors very warmly thank for the hard work and dedication of
all the employees and support services of the Company and the co-operation of all its
subsidiary and associate companies. We applaud them for their superior levels of
competence, dedication and commitment to your Company.
|
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: 23.09.2023 |
DIN: 03496566 |
DIN: 07351558 |
|