To,
The Members,
Emergent Industrial Solutions Limited
Your Directors have pleasure in presenting the 40th Annual
Report on the Business and Operations along with the Audited Financial Statements of the
Company for the Financial Year ended 31st March, 2023.
FINANCIAL PERFORMANCE
The Financial Performance for the Financial Year ended 31st
March, 2023 are summarized below:
(Rs. In Lacs)
|
|
Standalone |
Consolidated |
S. NO. |
PARTICULARS |
2022-23 |
2021 22 |
2022-23 |
2021 22 |
1. |
Sales and other Income |
15454.14 |
10810.56 |
15442.79 |
10797.19 |
2. |
Expenditure |
15255.54 |
10611.46 |
15256.47 |
10612.10 |
3. |
Profit Before Tax |
198.60 |
199.10 |
186.32 |
185.09 |
|
Provision for Taxation |
|
|
|
|
|
(1) Current Tax |
51.07 |
52.47 |
51.07 |
52.47 |
4. |
(2) Earlier Year Tax |
(0.20) |
0.19 |
(0.20) |
0.19 |
|
(3) Deferred Tax |
(1.50) |
(1.15) |
(4.02) |
(3.20) |
5. |
Profit after Tax |
149.23 |
147.59 |
139.47 |
135.63 |
6. |
Other Comprehensive Income |
0.91 |
(1.75) |
0.91 |
(1.75) |
7. |
Total Comprehensive Income |
150.14 |
145.84 |
140.38 |
133.88 |
8. |
Earning Per Equity Share: |
|
|
|
|
|
(1) Basic |
3.27 |
3.23 |
3.05 |
2.97 |
|
(2) Diluted |
3.27 |
3.23 |
3.05 |
2.97 |
9. |
Equity Share Capital |
456.90 |
456.90 |
456.90 |
456.90 |
10 |
Other Equity |
1919.58 |
1769.44 |
1770.08 |
1629.71 |
REVIEW OF PERFORMANCE
During the year under review, the Company generated revenue from its
operations of Rs.15054.02 lacs as compared to Rs.10473.28 lacs in the previous year. It
recorded Profit Before Tax of Rs. 198.60 lacs in FY 2022-23, while in FY 2021-22 it stood
at Rs. 199.10 lacs. Net profit of the company is Rs. 149.23 lacs during the year under
review as against Rs. 147.59 lacs in the previous year. The Shareholders' funds
increased from Rs. 2226.34 lacs as on 31st March, 2022 to Rs. 2376.48 lacs as
on 31st March, 2023.
CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company during the
year under review.
TRANSFER OF UNCLAIMED AMOUNT TO INVESTORS EDUCATION AND PROTECTION FUND
(IEPF)
Pursuant to the provisions of Section 124, 125 and other relevant rules
of the Act, the dividend declared by the Company which remain unpaid/ unclaimed for a
period of seven years shall be transferred by the Company to Investor Education and
Protection Fund established by the Central Government. During the year under review, the
Company has not transferred any amount to Investor Education and Protection Fund.
ANNUAL RETURN
Pursuant to Section 92 read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return of the Company for the F.Y. 2022-23 is
available on the website of the Company at www.eesl.in.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and 134(5) of
the Companies Act, 2013, the Board to best of their knowledge and ability hereby confirm
that for the year ended 31st March, 2023:
a) In the preparation of the annual accounts for the year ended 31st
March, 2023, the applicable Accounting Standards have been followed along with proper
explanation relating to material departures;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at 31st March, 2023
and of the Profit and Loss of the Company for that period;
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 for the period ended
31st March, 2023 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
operating effectively;
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, discussions on state of
Company's affairs have been covered as part of the Management
Discussion and Analysis (MDA) in a separate section to this Report
annexed as Section A.
INDEPENDENT DIRECTORS
The Company has received necessary declarations from the Independent
Director(s) under Section 149(7) of the Companies Act, 2013 that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Independent
Directors have complied with the Code for Independent Directors prescribed in Schedule IV
to the Act.
The Independent Directors of the Company have undertaken requisite
steps towards the inclusion of their name in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the
Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rule, 2014.
STATUTORY AUDITORS
M/s O.P. BAGLA & CO LLP, Chartered Accountants (FRN:
000018N/N500091), was appointed as Statutory Auditors for a period of 5 years from the
conclusion of 37th Annual General Meeting till the conclusion of 42th Annual General
Meeting of the Company.
INTERNAL AUDITORS
The Board appointed M/s. Anuj Kumar & Associates, Chartered
Accountants (FRN No.029518N) as Internal Auditors to conduct Internal Audit of the Company
for the Financial Year 2022-23. The Audit Committee of the Board provides direction and
monitors the effectiveness of the Internal Audit function. The Internal Auditor reports to
the Audit Committee. The Audit Committee reviews the report presented by the Internal
Auditor and takes necessary actions to close the gaps identified in timely manner.
COST AUDITORS
The provisions of Companies (Cost Records and Audit) Rules, 2014 are
not applicable to the Company.
SECRETARIAL AUDITORS
Pursuant to the provisions of the Section 204 of the Companies Act,
2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014, the Board had appointed M/s Kumar Wadhwa & Co., Practising Company Secretaries
(C.P NO:7027) as Secretarial Auditors for Financial Year 2022-23. The Secretarial
Audit Report for Financial Year ended on 31st March, 2023 is annexed to this report Annexure-1.
The Report does not contain any qualification/ reservation or adverse remark.
Further, pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, the Company is required to obtain a
certificate from a Practicing Company Secretary that none of the Directors on the board of
the Company have been debarred or disqualified from being appointed or continuing as
directors of Companies by Board/Ministry of Company Affairs or any such statutory
authority. The declaration in this regard has been obtained by all the Directors and
accordingly the said certificate is being obtained from M/s Kumar Wadhwa & Co.,
Practicing Company Secretaries, (C.P NO: 7027), which is annexed to this report as Annexure-
2.
SECRETARIAL STANDARDS
The Directors have devised proper system and process of complying with
the Secretarial Standards issued by Institute of Company Secretaries of India
(ICSI') and such systems were adequate and operating effectively. The Company
has complied with the applicable Secretarial Standards i.e., SS -1 and SS -2, relating to
Meetings of Board of Directors' and General Meetings' respectively.
EXPLANATIONS OR COMMENTS BY THE BOARD ON
a. Statutory Auditors Report
There were no qualifications, reservations or adverse remarks made by
the Auditors in their Report.
b. Secretarial Audit Report
There were no qualifications, reservations or adverse remarks made by
the Practicing Company Secretary in his Secretarial Audit Report.
DETAILS OF REPORT OF FRAUD BY AUDITORS
During the year under review the Statutory Auditors and Secretarial
Auditors have not reported any instances of frauds committed by the officers or employees
of the Company to the Audit Committee as per Section 143(12) of the Act details of which
needs to be mentioned in this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The Company has not made investments, provided any guarantees or
security under the provisions of Section 186 of the Companies Act 2013, during the period
under review. The particulars of loans covered under Section 186 of the Companies Act,
2013 have been given in the notes to accounts to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions with related parties during the year under review,
were reviewed and approved by the Audit Committee and were at arm's length and in
ordinary course of business. Prior omnibus approval was obtained from the Audit Committee
for related party transactions which were repetitive in nature and in ordinary course of
business. The transactions entered into pursuant to the omnibus approval were periodically
placed before the Audit Committee for review. All related party transactions entered into
during the year were in ordinary course of business and at an arm's length basis. The
related party by virtue of the quantities it procures is in a better position to negotiate
better rates/pricing from global suppliers and miners, hence the Company proposes to enter
into transactions with the Related party.
The disclosure of Related Party Transactions as required in terms of
Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is annexed hereto as Annexure-3.
Further the Company has in place, a policy on related party transactions, which is
uploaded on Company's website at
https://eesl.in/pdf/policies/Policy_Related_Party.pdf
DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR ENTITY
BELONGING TO THE PROMOTER / PROMOTER GROUP:
Transactions with persons or entities belonging to the promoter/
promoter group which hold(s) 10% or more shareholding in the Company as required under
Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulation, 2015, if any, have been disclosed in the
accompanying Financial Statements.
RESERVES
An amount of Rs.149.23 Lacs (Rupees One Hundred Forty-Nine Lacs Twenty
Three Thousand only) available for appropriation is proposed to be retained in Profit
& Loss account.
DIVIDEND
The Board of Directors have decided to plough back the profits and have
hence have not recommended any dividend for the year under review.
DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy containing the requirements mentioned
in Regulation 43A of the SEBI Listing Regulations can be accessed at www.eesl.in .
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the Financial Year to which this Financial Statements relates
and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As the Company's Operations do not involve any manufacturing or
processing activities the particulars as per the Companies (Accounts) Rules, 2014
regarding conservation of energy, technology absorption are not reportable.
The foreign exchange earnings and outgo as required under Section
134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 are:
Foreign Exchange Earnings and outgo-
1. Foreign exchange earnings in terms of actual inflows were NIL during
the Year.
2. Foreign exchange outgo in terms of actual outflows was Rs.13695.79
lacs during the Year.
STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and other
applicable provisions, the Company has in place a mechanism to identify, assess, monitor
and mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Audit Committee and of the
Board of Directors of the Company. The Audit Committee regularly reviews the risk
management strategy of the Company to ensure the effectiveness of risk management policies
and procedures. The risk management policy of the Company is available at the website of
the Company at https://eesl.in/policies.php.
FAMILIARIZATION AND TRAINING OF BOARD MEMBERS
In terms of Regulation 25(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company familiarized the Independent
Directors in the following areas:
a) Nature of the Industry in which the entity operates;
b) Business model of the entity; c) Role, rights and responsibilities
of Independent Directors
Presentations are made to the Board/Committees of the Board on regular
intervals which inter-alia cover the business strategies & reviews, operations,
industry developments, management structure, quarterly and year to date financial results,
budgets/business plans, review of Internal audit and risk management framework.
Further as per Regulation 46(2)(i) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the required details are as follows:
Details of familiarization
program imparted to Independent Directors |
FY 2022-23 |
Cumulative till date |
Number of programmes attended by Independent
Directors |
4 |
32 |
Number of hours spent by
Independent Directors in such programmes |
4 |
40 |
SHARE CAPITAL
The paid-up share capital of the Company is Rs.456.90 lacs (Rupees Four
Hundred and Fifty-Six lacs and ninety thousand only) consisting of 45,69,000 equity shares
of Rs.10/- each. The Company has not issued any shares during the Financial Year. Hence,
there are no changes in the share capital of the Company during the Period under review.
CONSOLIDATED FINANCIAL STATEMENTS
The Company has a wholly owned unlisted subsidiary Indo Education
Private Limited (CIN: U74999DL2002PTC114185) the said subsidiary is a Board managed
company with its Board having the rights and obligations to manage the Company in the best
interest of its stakeholders.
As per provisions of Section 129 (3) of the Companies Act, 2013 and
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Consolidated Financial Statements are prepared in accordance with the Indian Accounting
Standards prescribed by ICAI. Accordingly, the Consolidated Financial Statements
incorporating the accounts of Subsidiary Company along with Auditors Report thereon, forms
part of this Annual Report.
NOMINATION AND REMUNERATION POLICY
The Board of Directors of the Company has adopted, on recommendation of
the Nomination and Remuneration Committee, a Policy for Selection and Appointment of
Directors, Key Management Personnel and Senior Management Personnel and their
Remuneration. The policy is also posted on the website of the Company at
https://eesl.in/pdf/policies/Policy_Nomination and Remuneration.pdf
PARTICULARS OF REMUNERATION OF EMPLOYEES
The information required pursuant to the Section 197 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given below:
A. The Company had no employee in receipt of remuneration of more than
Rs.1,02,00,000/- (Rupees One Crore Two Lac) p.a. or Rs 8,50,000/- (Rupees Eight Lac Fifty
Thousand) per month in respect of whom disclosure is required to be made pursuant to
Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
B. Further, pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel), Amendment Rules, 2016, a statement showing the names and other particulars of
the top ten employees is enclosed as "Annexure-4" and forms integral part
of this Report
C. The Directors of the Company have not received any remuneration
during the Financial Year under Review.
D. The Details of remuneration received by Key Managerial Personnel
(KMP) for the Financial year 2022-23 is as under:
Sl. No |
Name of KMP |
Designation |
Remuneration (Rs.in Lacs) |
% increase in remuneration |
% of Remarks revenu e |
1 |
Ms. Sabina Nagpal |
Company Secretary and Law
Officer |
16.17 |
1.90% |
0.10% - |
2 |
Mr. Vikash Rawal |
Chief Executive Officer |
31.76 |
2.75% |
0.20% - |
3 |
Mr. Nitin Kumar |
Chief Financial Officer |
11.97* |
11.14% |
0.07% (Ceased to be CFO
w.e.f.25. 02.2023) |
* Employed part of the year and includes Gratuity paid at the time of
Full & Final settlement
I. The median remuneration for the year 2022-23 is Rs. 90,001/- per
month (Rupees Ninety Thousand One Only).
II. The Percentage increase in the median remuneration of the employees
in the financial year is:
235%.
III. The total number of employees of the Company as on 31st March,
2023 is 13.
IV. The Company affirms that the remuneration is as per the
remuneration policy of the Company.
DIRECTORS
The Board of Directors has an optimum combination of Independent and
Non-Executive Directors. As on 31st March 2023, the Board comprised of 4 Directors. The
Company is professionally managed and its Board of Directors comprises of professionally
qualified Directors, who have rich experience in diversified fields. As on March 31, 2023,
the Board of the Company comprises of:
S. No |
Name |
Designation |
DIN |
1. |
Mr. Tarun Somani |
Chairman and Non-Executive
Director |
00011233 |
2. |
Mr. Rakesh Suri |
Non-Executive Independent
Director |
00155648 |
3. |
Mrs. Shobha Sahni |
Women Non-Executive Non-
Independent Director |
07478373 |
4. |
Mr. Vikram Modi* (*Appointed
w.e.f. 31.08.2022) |
Non-Executive Independent
Director |
00876031 |
Mr.Tarun Somani (DIN 00011233), Director retires by rotation and being
eligible offers himself for reappointment at the ensuing Annual General Meeting.
Mr.Rakesh Chandra Khanduri (03048392), Independent Director completed
his second term of 5 years on 30.9.2022 and ceased to be a director of the company from
the said date.
Mr.Vikram Modi (DIN 00876031) has been appointed as a Non-Executive
Independent Director w.e.f 31.08.2022.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR
The Board of Directors of the Company met five times during the
Financial Year 2022-23.
The Meetings were held on 30.05.2022, 09.08.2022, 31.08.2022,
11.11.2022 and 09.02.2023. The intervening gap between two Board Meetings was as
permissible under law. The Composition of the Board of Directors and their attendance at
Board Meetings and last Annual General Meeting is as under:
Name of Director |
Number of Board tenure
Held |
Meetings under Attended |
Last AGM attended |
Mr. Tarun Somani |
5 |
5 |
Yes |
Mr. Rakesh Chandra Khanduri* |
3 |
3 |
Yes |
Mr. Rakesh Suri |
5 |
5 |
Yes |
Mrs. Shobha Sahni |
5 |
4 |
Yes |
Mr.Vikram Modi |
2 |
2 |
Yes |
Mr.Rakesh Chandra Khanduri, Independent Director completed his second
tenure on 30.09.2022 and ceased to be a Director from the said date.
The last Annual General Meeting (AGM) was held on September 30th, 2022.
COMMITTEES OF THE BOARD AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the
provisions of Section 177 of the Companies Act, 2013. The Audit Committee has reviewed,
over sighted and confirmed the Company's financial reporting process, appointment,
re-appointment and removal of external auditors, fixation of audit fee and also approval
for payment for any other services, financial statements and draft audit report, including
quarterly / half yearly financial information, related party transactions as per Ind AS 24
and has reviewed the following mandatory information:
Management discussion and analysis of financial condition and results
of operations;
Statement of significant related party transactions, submitted by
management;
Management letters / letters of internal control weaknesses issued by
Statutory Auditors;
Appointment, removal and terms of remuneration of Internal Auditor.
The Composition, Name of Members and Chairman
As on 31st March, 2023, the Audit Committee had three Non-Executive
Directors of whom two were Independent Directors. Mr. Rakesh Suri, an Independent Director
is appointed as the Chairman of the Committee. During the Financial Year ended 31st March,
2023, 4 (Four) Audit Committee Meetings were held on 30.05.2022, 09.08.2022, 11.11.2022,
09.02.2023. The Chairman of the Audit Committee was present at the last Annual General
Meeting held on 30th September, 2022.
The Composition of the Audit Committee and the attendance of each
Member at these meetings are as under:
Name of the Directors |
No. of Meetings attended |
Mr. Rakesh Suri |
4 |
Mr. Tarun Somani |
4 |
Mr. Vikram Modi |
2 |
Mr.Rakesh Chandra Khanduri* |
2 |
* Mr.Rakesh Chandra Khanduri, ceased to be the Chairman of the
Committee since his tenure as Independent Director completed on 30.9.2022. Mr.Rakesh Suri
is appointed as the Chairman of the Committee after the cessation of Mr. Rakesh Chandra
Khanduri as the Chairman of the Committee.
The Chairman of the Audit Committee was present at the last Annual
General Meeting held on 30th September, 2022.
The Company Secretary of the Company also acts as Compliance Officer to
the Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition, powers, role and terms of reference of the Nomination
and Remuneration Committee are in accordance with the requirements mandated under Section
178 of the Act. Apart from the above, the Committee also carries out such functions/
responsibilities entrusted on it by the Board of Directors from time to time.
The meetings of the Nomination and Remuneration Committee were held on
30.05.2022, 31.08.2022, 11.11.2022 and 09.02.2023.
Mr.Vikram Modi has been appointed as the Chairman of the Nomination and
Remuneration Committee. The Composition of the Nomination and Remuneration committee as on
March 31, 2023 is as under:
Name of the Directors
Mr.Vikram Modi Mr. Tarun Somani Mr. Rakesh Suri
Mr.Rakesh Chandra Khanduri*
* Mr.Rakesh Chandra Khanduri, ceased to be the Chairman of the
Committee since his tenure as Independent Director completed on 30.9.2022. Mr.Vikram Modi
is appointed as the Chairman of the Committee after the cessation of Mr.Rakesh Chandra
Khanduri as the Chairman of the Committee.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES
No remuneration or sitting fees is being paid to the Non-Executive
Directors. No stock options were granted to Non-Executive Directors or Independent
Directors during the year under review.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has been constituted to look
into the redressal of investors' grievances. The Committee as on 31st March, 2023
comprises of Mr. Rakesh Suri, Mr. Vikram Modi and Mr.Tarun Somani, Directors of the
Company.
Ms.Sabina Nagpal is designated as the Compliance Officer to oversee the
investors' grievances. During the period under review, the Company did not receive any
investor complaint. No transfer application was pending for registration of transfer as on
31st March, 2023.
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company met one (1) time during the
Financial Year 2022-23. The Meeting of Independent Directors was held on 11.11.2022.
The Composition of the Independent Directors as on March 31, 2023,
their attendance at the Meeting is as under:
Name of Director |
Number of Meetings |
|
Held |
Attended |
Mr. Vikram Modi |
1 |
1 |
Mr. Rakesh Suri |
1 |
1 |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The provisions on Corporate Social Responsibility under the Companies
Act, 2013 are not applicable to the Company, since as per the financial statements of
preceding financial year, the company does not fall under the criteria specified in
Section-135 and accordingly Company is not required to implement the provisions of
Corporate Social Responsibility Initiatives as per Companies Act, 2013.
POLICY ON BOARD DIVERSITY
Pursuant to the provisions of the Companies Act, 2013 and under SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015 the Nomination and
Remuneration Committee (NRC) of the Company provides a framework for ensuring diversity of
the Board members based on factors, such as gender, age, qualifications, professional
experience, expertise, skills and ability to add value to the business.
BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT
Pursuant to the Regulation 34 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirements
relating to preparation and submission of Business Responsibility and Sustainability
Report are not applicable to the Company.
LISTING FEES
Your Company has paid the requisite Annual Listing fees for FY 2023-24
to BSE Limited (Scrip Code: Emergent/506180) where its securities are listed.
CEO/CFO Certification
As required under Regulation 17 (8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Chief Executive Officer and the Chief
Financial Officer of the Company have furnished necessary certificate to the Board on the
Financial Statements presented annexed hereto at Annexure-5.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism and Whistleblower Policy in place to
enable its Directors and Employees to report genuine concerns, if any and oversees the
Vigil Mechanism through the Audit Committee. The Company has also provided adequate
safeguards against victimization of employees and directors who express their concerns.
The Company has also provided direct access to the Chairman of the Audit Committee on
reporting issues concerning the interests of the employees and the Company. The vigil
mechanism is uploaded on website of the Company at
https://eesl.in/pdf/policies/Policy_whistle_blower.pdf
SKILLS, EXPERTISE AND COMPETENCE OF THE BOARD
Skills, Expertise and competence is identified by the Board in the
context of the business of the Company.
The Board of Directors oversees the functioning of the management
comprising of the executives at various levels of the organization and provides necessary
guidance and direction towards the attainment of corporate business objectives.
The Company is mainly engaged in imports and international trading of
coal, coke, iron ore, steel and ferro alloys etc. The skill sets required for such
business and the industry in general and the overall experience in trading of these items,
commercial knowledge relevant for such trading, knowledge of foreign trade policy,
customs, regulations, international trade agreements, financial knowledge etc.
The above skill sets, expertise and competence are largely available
with the Board of Directors of the Company at present.
BOARD EVALUATION
In a separate meeting of Independent Directors, performance of
non-Independent Directors, performance of the Board as whole and performance of the
Chairman was evaluated.
Schedule IV of the Companies Act, 2013 states that the performance
evaluation of Independent Directors shall be done by the entire Board of Directors
excluding the Director being evaluated. The framework of performance evaluation of the
Directors captures the following points:
a) Performance of the directors and key attributes of the Directors
that justify his/her extension/continuation on the Board of the Company
b) Participation of the Directors in the Board proceedings and their
effectiveness. c) Fulfillment of the Independence criteria and their independence from the
management as specified in the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 including any statutory modification (s) or enactment thereof for the
time being in force) in case of Independent Directors,
d) The evaluation of its own performance by Board of Directors as a
whole and of its committees and individual Directors was conducted based on the criteria
and framework adopted by the Board. The exercise was carried out through a structured
evaluation process covering various aspects of the Board's functioning such as
composition of the Board and committees, experience and competencies, performance of
specific duties and obligations, governance issues, participation and effectiveness.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no Joint Venture and Associate Company. However, it has
one wholly owned subsidiary Company whose details are provided below:
S. No. |
NAME |
RELATION |
CIN |
1. |
Indo Education Private Limited |
Subsidiary |
U74999DL2002PTC114185 |
The Subsidiary Company is exploring ways and means for finding new
opportunities in the education sector. The performance and financial position of the
Subsidiary forms part of the Annual Report.
DEPOSITS
In terms of the provisions of Section 73 of the Companies Act, 2013
read with Rules, the Company has no opening and closing balances and also the Company has
not accepted any deposit during the Financial Year under review and as such no amount of
principal and interest outstanding as on 31st March, 2023.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR
The Company has neither made any application nor any proceeding is
pending under Insolvency and Bankruptcy Code, 2016 during the year under review.
CREDIT RATING
The Company has not availed any credit Rating facility during the year
under review.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not availed any credit facility and the Company has not
done any one time settlement with the Banks during the year under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL
There are no significant and material orders issued against the Company
by any regulatory authority or court or tribunal affecting the going concern status and
Company's operation in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has established internal financial control systems which is
commensurate with its size and nature of operations so as to ensure smoothness of
operations and compliance with applicable legislation.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013'
The Company has in place, the Sexual Harassment at the Workplace
(Prevention and Redressal) Policy' in line with the requirements of The Sexual
Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act,
2013(POSH Act'). An Internal Complaints Committee has been set up to redress
complaints on sexual harassment. The Company affirms that during the year under review, no
complaints were received by the Committee under the said Act.
GREEN INITIATIVE
In support of "Green Initiative" taken by the Ministry of
Corporate Affairs ("MCA") by allowing service of documents by a Company to its
Members through electronic mode, the Company will continue to send various communications
and documents like notice calling general meetings, audited financial statements,
directors' report, auditor's report etc., in electronic form, to the email
address provided by the Members to the Depositories or to the Company. Your Company
impresses upon its shareholders to contribute to this green initiative in full measure by
registering their e-mail addresses, in respect of electronic holdings with the Depository
through their concerned Depository Participant. Members whose e-mail ID is not registered
with the Company/Depositories are requested to take necessary steps for registering the
same so that they can also become a part of the initiative and contribute to the Green
Movement.
GENERAL DISCLOSURES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
Code of Conduct
The Board of Directors has laid down Code of Conduct for all Board
Members and Senior Management of the Company. The Members of the Board of Directors and
Senior Management personnel have affirmed the compliance with the Code applicable to them
during the year ended 31st March, 2023. The CEO certificate to this effect forms part of
this report as Annexure-6.
Compliance with Regulations
The Company has complied fully with the requirements of the regulatory
authorities on capital markets.
Prohibition of Insider Trading
In compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has constituted a comprehensive Code of Conduct for its
Senior Management and Staff. The code lays down guidelines, which advises them on
procedure to be followed and disclosures to be made while dealing with the Shares of the
Company.
Accounting Standards
The Company has followed the Indian Accounting Standards (Ind-AS) as
prescribed.
Means of Communication
The quarterly, half yearly and yearly financial results of the Company
are sent to the Stock Exchange immediately after they are approved by the Board. These are
also normally published in the Financial Express (English Edition), Jansatta (Hindi
Edition) newspapers and are also uploaded on the website of the Company at www.eesl.in.
Annual General Meeting (AGM) details
The last three Annual General Meetings were held as per details below:
Year |
Date |
Time |
Venue |
2022 |
September 30 |
10.30 A.M |
Supremework Coworking space,
D-57, 100 Feet Rd, Pocket D, Chattarpur hills, Chattarpur Enclave, Chattarpur, New Delhi,
110074 |
2021 |
September 30 |
10.30 A.M |
Supremework Coworking space,
D-57, 100 Feet Rd, Pocket D, Chattarpur hills, Chattarpur Enclave, Chattarpur, New Delhi,
110074 |
2020 |
September 30 |
10.30 A.M |
Start-up Tunnel, D-57, 100
Feet Rd, Chattarpur Hills, Pocket D, Chattarpur Enclave, Chattarpur, New Delhi, 110074 |
All resolutions moved at the Last Annual General Meeting were passed by
requisite majority of members through e-voting and through Ballot papers.
Following Special Resolutions were passed at the last three Annual
General Meetings:
a) Special Resolution at AGM 2022:
- Date of AGM- 30.09.2022
- Voting Period 27.09.2022 to 29.09.2022
- Declaration of result: 1.10.2022
- Special Resolutions passed:
(i) Appointment of Mr. Vikram Modi (Din 00876031) as an Independent
Director.
b) Special Resolution at AGM 2021:
- Date of AGM- 30.09.2021
- Voting Period 27.09.2021 to 29.09.2021
- Declaration of result: 1.10.2021
- Special Resolutions passed:
(i) Re-appointment of Mr. Rakesh Suri (Din 00155648) as an Independent
Director.
(ii) Borrowing of monies in excess of the prescribed limit in terms of
the provisions of Section 180(1) (c) of the Companies Act,2013. (iii) Creation of
Charge/Mortgage/hypothecation on the movable and immovable properties of the Company, both
present and future, in respect of borrowings, in terms of the provisions of Section
180(1)(a) of the Companies Act, 2013.
c) Special Resolution at AGM 2020:
- Date of AGM- 30.09.2020
- Voting Period 27.09.2020 to 30.09.2020
- Declaration of result: 1.10.2021
- Special Resolutions passed:
(i) For increase in limits for making investments/extending loans,
giving guarantees or providing securities in connection with loans to any persons/bodies
corporates
Following Special Resolutions were passed through postal ballot during
Last three years:
d) Postal Ballot 2020:
- Date of Postal Ballot Notice 24.2.2020 - Voting Period: 28.2.2020
30.3.2020 - Declaration of result: 31.3.2020 - Special Resolutions passed: i) Special
Resolution for Change in the name of the Company and consequential amendment in Memorandum
and Articles of Association of the Company.
GENERAL SHAREHOLDERS INFORMATION
i. 40th Annual General Meeting
Day & Date : Friday, 29th September, 2023 Time : 10:30
A.M
Venue : Supremework Coworking space - D-57, 100 Feet Rd, Chattarpur
Hills, Pocket D, Chattarpur Enclave, Chattarpur, Delhi, 110074
ii. Date of Books Closure
The Company's Register of Members and Share Transfer Books will
remain closed from Saturday, 23rd September, 2023 to Friday, 29th
September, 2023 (both days inclusive). iii. Financial Year: 1st April to
31st March
iv. Stock Exchanges: Shares of the Company are listed on Bombay
Stock Exchange Limited (BSE)
v. Stock/Scrip Code: EMERGENT/506180
vi. Registrar and Share Transfer Agents
M/S RCMC Share Registry Private Limited, Registered Office: B-25/1,
Okhla Industrial Area Phase-II, New Delhi - 110020.
vii. Share Transfer System
The Share Transfer Committee meets as often as possible to approve
transfers and related matters as may be required by the Registrars and share Transfer
Agents. Shares lodged for transfers are normally processed within ten days from the date
of lodgment, if the documents are clear in all respects.
viii. Dematerialization of Shares
The shares of the Company are permitted for trading on dematerialized
form only. The Company's shares are available for trading in the depository system of
both NSDL and CDSL. As on 31st March, 2023, 4568950 equity shares of Rs.10/- each forming
99.99% of the share capital of the Company stands dematerialized. The ISIN with NSDL
and CDSL is INE668L01013.
ix. Tentative Financial Calendar for Financial Year 2023-24
Financial results for the first quarter ended June 30, 2023-August 2023
Financial results for the second quarter ended September 30,
2023-November 2023 Financial results for the third quarter ended December 31, 2023-
February 2024 Financial results for the fourth quarter ended March 31, 2024- May 2024
x. Market Price Data
Following is the month-wise high/ low price data of the shares of the
Company on BSE for Financial Year 2022-23:
Month |
High Price (Rs.) |
Low Price (Rs.) |
April, 2022 |
92.40 |
92.40 |
May, 2022 |
92.40 |
92.40 |
June, 2022 |
92.40 |
92.40 |
July, 2022 |
92.40 |
92.40 |
August,2022 |
92.40 |
92.40 |
September, 2022 |
92.40 |
92.40 |
October, 2022 |
92.40 |
92.40 |
November, 2022 |
92.40 |
92.40 |
December, 2022 |
92.40 |
92.40 |
January, 2023 |
92.40 |
92.40 |
February, 2023 |
87.90 |
87.80 |
March, 2023 |
91.00 |
86.07 |
xi. Share Price performance in comparison to BSE Sensex Share Price
Movement
xii. Shareholding Pattern as on 31st March, 2023
S. No |
Category |
No. of Shares |
% of shareholding |
1. |
Promoters |
3373600 |
73.84 |
2. |
Financial Institutions, Banks and |
- |
- |
|
Mutual funds |
|
|
3. |
Foreign Portfolio Investors |
425000 |
9.30 |
4. |
Private Corporate Bodies |
522601 |
11.44 |
5. |
NRI/ OCBs |
77598 |
1.70 |
6. |
Indian Public |
170201 |
3.72 |
|
Total |
4569000 |
100.00 |
xiii. Distribution Schedule of Shareholding as on 31st March,
2023
No. of Equity Shares. |
No. of Shareholders |
% to Total |
No. of Shares held |
% to Total shareholding |
1 Up to 500 |
113 |
81.29 |
4331 |
0.09 |
501 to 1000 |
1 |
0.72 |
591 |
0.01 |
1001 to 2000 |
3 |
2.16 |
4461 |
0.10 |
2001 to 3000 |
5 |
3.60 |
11786 |
0.26 |
3001 to 4000 |
0 |
0.00 |
0 |
0.00 |
4001 to 5000 |
1 |
0.72 |
4050 |
0.09 |
5001 to 10000 |
3 |
2.16 |
25228 |
0.55 |
10001 & Above |
13 |
9.35 |
4518553 |
98.90 |
TOTAL |
139 |
100.00 |
4569000 |
100.00 |
xiv. Address for Correspondence
The shareholders may address their communications/ suggestions/
grievances/ queries to the Company's registered office or its Share Transfer Agent.
The questions relating to share and requests for transactions such as transfer,
transmission and nomination facilities, change of address, may please be taken up with the
Registrar and Transfer Agent, at the address given at sub-clause vi of General
Shareholders Information.
xv. Compliance Officer
The Board had Designated Ms. Sabina Nagpal, Company Secretary of the
Company as a Compliance Officer of the Company.
Compliance Officer
Emergent Industrial Solutions Limited
8B, Sagar 6, Tilak Marg, New Delhi-110001 E-mail: cs@somanigroup.com
Phone: 011-23782022 Fax: 011-23782806
xvi. Corporate Governance Report
In terms of the Regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 the compliance of provisions of Corporate
Governance is not mandatory for the time being in respect of our Company since the
paid-up equity share capital and net-worth of our Company as on 31st March,
2023 is Rs.456.90 Lacs (Rupees Four Hundred Fifty-Six Lacs and ninety thousand) and
Rs.2,376.48 lacs (Rupees Two Thousand three hundred Seventy Six lacs and Forty Eight
thousand) respectively.
ACKNOWLEDGEMENTS
The Directors are thankful to the Stakeholders, Bankers, Customers and
Agents for their valuable support and assistance. The Directors wish to place on record
their appreciation of the commendable work done, dedication and sincerity by all the
employees of the Company at all levels during the Financial Year under review. The Company
will make every effort to meet the aspirations of its shareholders and wish to sincerely
thank them for their whole hearted co-operation and support at all times.
By and on behalf of Board of Directors For EMERGENT INDUSTRIAL
SOLUTIONS LIMITED
|
Sd/ |
Sd/ |
DATE: 14.08.2023 |
(SHOBHA SAHNI) |
TARUN SOMANI |
PLACE: New Delhi |
(DIRECTOR) |
(DIRECTOR) |
|
DIN:07478373 |
DIN:00011233 |
Registered Office: |
|
|
8B, Sagar Apartments, 6, Tilak Marg, |
|
|
New Delhi-110 001 |
|
|
Email:cs@somanigroup.com |
|
|
|