To the Shareholders,
The Directors of your Company with immense pleasure, presenting the 41st
(Forty First) Annual Report together with the Audited Financial Statements (Standalone
& Consolidated) and the Auditors Report of your Company for the Financial Year ended
on 31st March, 2023. The summarized financial performance for the year ended 31st March,
2023 is as follows:
FINANCIAL PERFORMANCE (STANDALONE & CONSOLIDATED):
(In Lacs)
|
Standalone |
Consolidated |
| Particulars |
2023 |
2022 |
2023 |
2022 |
| Total Income |
975.56 |
636.41 |
975.56 |
636.41 |
| Less: Total Expenses excluding Depreciation and tax |
953.47 |
645.15 |
955.53 |
645.20 |
| Profit before Depreciation & Tax |
22.09 |
(8.74) |
20.03 |
(8.78) |
| Less: Depreciation |
- |
- |
- |
- |
| Less: Exceptional Items |
- |
- |
- |
- |
| Profit/(Loss)before Tax |
22.09 |
(8.74) |
20.03 |
(8.78) |
| Less: Tax |
|
|
|
|
| i. Current Tax |
4.05 |
- |
4.05 |
- |
| ii. Deferred Tax |
- |
- |
- |
- |
| Profit/(Loss)after tax |
18.03 |
(8.74) |
15.98 |
(8.78) |
• Figures are rounded off to the nearest decimal
OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:
During the current financial year ended March 31, 2023 the Company has reported
Standalone and Consolidated Profit before Depreciation & Tax of Rs. 22.09 Lacs &
Rs. 20.03 Lacs respectively.
The Company is predominantly engaged in the business of trading in IT related products
and other peripherals etc. There has been no change in the business of the Company during
the financial year ended 31st March, 2023. Your Company is geared to take advantage of the
increased demand, especially in the segment of high-end IT products with gradual expansion
of its trading activities in line with demand trends.
FINANCIAL STATEMENTS:
The audited Standalone and Consolidated Financial Statements of the Company for the
year ended March 31, 2023 has been prepared in accordance with provisions of the Companies
Act, 2013 Regulation 33 of the Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations, 2015 and the Indian Accounting Standards (Ind
AS).
The Company has adopted a Policy for determining Material Subsidiaries in terms of
Regulation 16(1 )(c) of the Listing Regulations. The Policy, as approved by the Board, is
uploaded on the Companys website.
DIVIDEND:
Considering the need to conserve cash and to deploy it in future projects your Board of
Directors has not recommended any dividend on the equity shares of the Company for the
financial year 2022-2023.
RESERVES:
The Company does not propose to transfer any amount to the General Reserve out of the
amount available for appropriations.
SHARE CAPITAL:
During the year under review, the Company has not altered/modified its authorised share
capital and has not issued any shares including equity shares with differential rights as
to dividend, voting or otherwise. The Company has not issued any sweat equity shares to
its directors or employees. The Company has not bought back any of its securities during
the Financial Year under review. The Company has not issued any debentures, bonds or any
other non-convertible securities or warrants during the financial year under review.
Authorized Share Capital:
The Authorized Share Capital of the Company as at March 31, 2023 is Rs.
1,25,00,00,000/- (Rupees One Twenty-Five Crore Only) divided into 1,25,00,00,000 Equity
Shares of Re. 1/- each.
Issued & Subscribed Share Capital:
The Issued & Subscribed Capital of the Company as at March 31,2023 is Rs.
1,16,37,98,560/- (Rupees One Sixteen Crore Thirty-Seven Lakhs Ninety-Eight Thousand Five
Hundred Sixty Only) divided into 1,16,37,98,560 Equity Shares of Re. 1/- each.
AUDITORS AND THEIR REPORTS:
Statutory Auditor:
As per the provisions of Section 139 of the Act, M/s. Rishi Sekhri and Associates,
Chartered Accountants, (Firm Registration No.128216W) were appointed as Statutory Auditors
of the Company by the members at the 40th Annual General Meeting held on 30th
September, 2022 for a term of five (5) consecutive financial years and their term expires
at the conclusion of 45th Annual General Meeting of the Company.
Auditors Report:
The Auditors Report on the financial statements of the Company forms a part of the
Annual Report. There is no qualification, reservation, adverse remark, disclaimer or
modified opinion in the Auditors Report, which calls for any further comments or
explanations.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder,
the Company has appointed M/s. Heena Gulrajani & Associates, Practicing Company
Secretaries, Membership No. A- A68255, COP No. 25423 to undertake the Secretarial Audit of
the Company. Secretarial Audit Reports for FY 2022-23 of the Company is annexed, which
forms part of this report as Annexure-I.
There are no qualifications, reservation or adverse remarks given by Secretarial
Auditors of the Company.
Internal Auditor:
M/s. Mohandas & Co., Chartered Accountant, (Firm Registration Number - 106529W),
are the Internal Auditors of the Company and they have submitted the Internal Auditors
Report for the current year 202223 as per the requirement of the Act.
The Internal Auditor has not reported any qualification, reservation or adverse opinion
during the period under review.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from public was outstanding as on the date of
the balance sheet for the Financial Year 2022-2023.
CHANGE IN NATURE OF BUSINESS:
During the year, there was no material change in the nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There were no significant or material orders passed by the Regulators or Courts or
Tribunals which may impact the going concern status and Companys operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT
There is no material change and commitment affecting the financial position of the
Company which has occurred between end of the Financial Year under review and the date of
this Report.
MANAGEMENT DISCUSSION & ANALYSIS
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Management Discussion and Analysis Report
outlining the business of your Company forms part of this Annual Report as Annexure-II.
CORPORATE GOVERNANCE
A report on Corporate Governance is attached as Annexure-III and forms part of
this report. The Company has complied with the conditions relating to Corporate Governance
as stipulated in Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015.
PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has 05 (Five) subsidiary companies viz. Empower Housing Private Limited,
Empower Tradex Private Limited, Empower E-Ventures LLP, Empower Retail Private Limited and
Empower Bollywood Private Limited.
The consolidated financial statements of the company and its subsidiaries were prepared
in accordance with the applicable accounting standards have been annexed to the Annual
Report.
A report containing the salient features of the subsidiaries as required under Section
129(3) of the Companies Act 2013 has been annexed herewith in AOC - 1 and is attached as Annexure-IV
to this report.
The Company does not have Joint Venture or Associate Company.
DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):
Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Sumit Subhash Pawar (DIN: 09779498), of the Company is
liable to retire by rotation and being eligible, offers himself for re-appointment. The
Board recommends the re-appointment of Mr. Sumit Subhash Pawar as Director in the ensuing
AGM of the Company. Your Board has recommended his re-election.
Changes in the Board/KMP (Appointment and Resignation) during the reporting period
• Mr. Mohd. Zulfikar Khan (DIN: 00020477) is resigned from the post of Managing
Director of the Company due to personal commitments and other pre-occupations w.e.f. 28th
October, 2022.
• Mr. Rajgopalan Srinivasa Iyengar (DIN: 00016496) is designated as Managing
Director (Executive Director) of the Company by the Board of Directors of the Company
w.e.f. 14th November, 2022.
• Mr. Sumit Subhash Pawar (DIN: 09779498) is appointed as Additional Director
(Non-Executive) & Chairman of the Company by the Board of Directors of the Company
w.e.f. 14th November, 2022.
• Mr. Rajaram Ashok Gawde (DIN: 09784855) is appointed as Additional Director
(Non-Executive) of the Company by the Board of Directors of the Company w.e.f. 14th
November, 2022.
• Mr. Pankaj Mishra (DIN: 07999390) is resigned from the post of Non-Executive
Director & Chairman of the Company w.e.f. 14th November, 2022.
Changes in the Board/KMP (Appointment and Resignation) after the closure of reporting
period
• Mrs. Rani Challayesteru (DIN: 07008155) is resigned from the post of
Non-Executive - Independent Director of the Company w.e.f. 28th April, 2023.
• Mr. Naveenakumar Kanjaru (DIN: 07087891) is appointed as Non-Executive -
Independent Director of the Company by the Board of Directors of the Company w.e.f. 28th
April, 2023.
• Mr. Rajaram Ashok Gawde (DIN: 09784855) has been regularized as Non-Executive
Director of the Company w.e.f. 14th June, 2023 by the members of the company
through the resolution passed by Postal Ballot process.
• Mr. Sumit Pawar (DIN: 09779498) has been regularized as Non-Executive Director
and designated as Chairman of the Company w.e.f. 14th June, 2023 by the members of the
company through the resolution passed by Postal Ballot process.
• Mr. Naveenakumar Kanjaru (DIN: 07087891) has been regularized as Non-Executive
Independent Director of the Company w.e.f. 14th June, 2023 by the members of the company
through the resolution passed by Postal Ballot process.
• Mr. Rajgopalan Srinivasa Iyengar (DIN: 00016496) has been appointed as Managing
Director (Executive Director) of the Company w.e.f. 14th November, 2022 by the members of
the company through the resolution passed by Postal Ballot on 14th June, 2023.
The composition of Board of Directors as on 31st March, 2023 specifically
stated in Corporate Governance Report as Annexure-III.
Declaration/Disclosures of Directors proposed to be appointed / re-appointed
None of the directors of the company are disqualified under the provisions of the
Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
All the Directors have made necessary disclosures as required under the various
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Brief profile of Mr. Sumit Subhash Pawar (DIN: 09779498) proposed to be re-appointed
and his Qualification, Experience alongwith the name of Companies in which he hold the
Directorship and Listed Companies in which he hold Chairmanship/membership of the
Committees of the Board, as stipulated under Regulations 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on
General Meetings is given as Annexure to the Notice convening the 41st Annual
General Meeting.
MEETINGS OF BOARD OF DIRECTORS & COMPOSITION OF COMMITTEES:
During the reporting period, the Board of Directors met 11 (Eleven) times during the
financial year. As required under Section 177(8) read with Section 134(3) of the Companies
Act, 2013 and the rules framed thereunder the composition and meetings of the Audit
Committee were in line with the provisions of the Companies Act, 2013 and the Listing
Regulations.
During the year under review, all the recommendations of the Audit Committee were duly
accepted by the Board of Directors. The requisite details of Audit Committee alongwith
composition, number of meetings of all other Board Committees held during the year under
review and attendance at the meetings are provided in the Report on Corporate Governance
forming a part of the Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors of your Company have severally given a declaration pursuant
to Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence
as laid down under Section 149(6) of the Companies Act, 2013 and that they are registered
in the data bank of Indian Institute of Corporate Affairs for life-time as per Section 150
of the Companies Act, 2013 and rules made there under. They have also furnished the
Declaration and Confirmation pursuant to Regulation 25(8) of the Listing Regulations
affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b)
of the Listing Regulations, as amended. The Independent Directors have individually
confirmed that they are not aware of any circumstances or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence. Based on
the declarations and confirmations of the Independent Directors and after undertaking due
assessment of the veracity of the same, the Board of Directors recorded its opinion that
all the Independent Directors are independent of the Management and have fulfilled all the
conditions as specified under the governing provisions of the Companies Act, 2013 and the
Listing Regulations.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES. AND INDIVIDUAL
DIRECTORS
A formal evaluation of the performance of the Board, its Committees, the Chairman and
the individual Directors was carried out for the year 2022-23. Led by the Nomination &
Remuneration Committee, the evaluation was done using individual questionnaires covering
amongst others vision, strategy & role clarity of the Board, Board dynamics &
processes, contribution towards development of the strategy, risk management, budgetary
controls, receipt of regular inputs and information, functioning, performance &
structure of Board Committees, ethics & values, skill set, knowledge & expertise
of Directors, leadership etc.
As part of the evaluation process, the performance of non-independent Directors, the
Chairman and the Board was done by the independent Directors. The performance evaluation
of the respective Committees and that of independent and non-independent Directors was
done by the Board excluding the Director being evaluated. The Directors expressed
satisfaction with the evaluation process.
SECRETARIAL STANDARDS:
The Company has complied with the applicable provisions of Secretarial Standards 1 and
2 issued by the Institute of Company Secretaries of India and notified by Ministry of
Corporate Affairs.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All Related Party Transactions that were entered into during the financial year were on
an arms length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Regulations. There were no materially
significant Related Party Transactions made by the Company during the year that would have
required Shareholder approval under the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
repetitive in nature, whenever required. A statement of all Related Party Transactions is
placed before the Audit Committee for its review on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions.
Further, the details of the related party transactions as required under Section
134(3)(h) r/w Rule 8 (2) of the Companies (Accounts) Rules, 2014 and under Regulations
34(3) & 53(f) of Para A of Schedule V of SEBI (LODR) Regulations, 2015 is attached as Annexure-V.
As all the transactions with related parties have been conducted at an arms length basis
and are in the ordinary course of business, there are no transactions to be reported in Form
AOC-2 and as such do not form part of this report.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act,
2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement
attached hereto as Annexure-VI and forming part of the report.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return of the Company as on March 31, 2023 in form MGT - 9 in
accordance with section 92(3) read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is attached as Annexure-VII to this Report.
SAFETY. HEALTH. ENVIRONMENT AND SUSTAINABILITY:
The company recognizes and encourages the importance of occupational health and safety
of its employees. The safety and security of the workers are important aspect for building
healthy work environment. The company believes to have healthy and pleasant working
environment for every employee and the company is committed to provide the same in every
possible way. It has taken effective measures in the field of healthcare and safety.
DETAILS OF LOANS. GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:
The particulars of loans, guarantees and investments have been disclosed in the
financial statements for the financial year 2022-23 which forms an integral Part of this
annual report.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company believes that internal control is a prerequisite of the principle of
Governance and that freedom should be exercised within a framework of checks and balances.
The Company has a well- established internal control framework, which is designed to
continuously assess the adequacy, effectiveness and efficiency of financial and
operational controls. The management is committed to ensure an effective internal control
environment, commensurate with the size and complexity of the business, which provides an
assurance on compliance with internal policies, applicable laws, regulations and
protection of resources and assets.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies Act, 2013, read
with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure -
VIII, which is attached hereto and forms a part of the Directors Report.
CERTIFICATE FROM THE AUDITOR FOR COMPLIANCE OF CORPORATE GOVERNANCE
A Certificate of the Auditor confirming its compliance with the conditions of Corporate
Governance stipulated under the SEBI (LODR) Regulations, 2015 is attached as Annexure-IX.
CERTIFICATE OF THE MANAGING DIRECTOR AND CFO
A Certificate of the Managing Director and CFO of the Company in terms of Listing
Regulations, inter alia, confirming the correctness of the financial statements and cash
flow statements, adequacy of the internal control measures and reporting of matters to the
Audit Committee, is also annexed as Annexure- X.
CERTIFICATE FROM THE AUDITOR ON DIRECTOR DEBARMENT OR DISQUALIFICATION
A Certificate of the Auditor on verification of Debarment Or Disqualification of
Directors pursuant to Regulation 34 (3) read with Para C (10)(i) of Schedule V of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached as Annexure-XI.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant or material orders passed by the Regulators or Courts or
Tribunals which may impact the going concern status and Companys operations in future.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
For the financial year 2022-23, the provision of Section 135 of the Companies Act, 2013
was not applicable on the Company. Therefore, the Company has not made any contribution
towards CSR expenditure.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms affairs of the Company at the end of the financial year as on March 31, 2023
and of the profit of the Company for that period;
? The directors had taken proper and sufficient care for 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;
- The directors had prepared the annual accounts on a going concern basis; and
- 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.
- 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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:
Pursuant to section 134(3) of the Companies Act, 2013, there was no frauds reported by
the Statutory Auditor of the Company under section 143(12) of the Companies Act, 2013.
DISCLOSURES RELATED TO POLICIES:
Policy on Nomination and Remuneration
Policy on Directors appointment and remuneration is to follow the criteria as laid
down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or
professions. The Remuneration Policy is uploaded on the Company website with the link as
https://empowerindia.in/en-in/wp-
content/uploads/files/Policies/Nomination-Remuneration-Policy.pdf
Risk Management Policy
Your Company has developed and implemented a Risk Management Policy, including
identification of element of risk and its severity that may impact the existence of the
Company. A dedicated Risk Management Committee of Senior Executives has been appointed by
the Company, to evaluate the risk and mitigation plan and monitor them. Based on their
evaluation, there is no element of risk identified by the Management that may, in the
opinion of the Board, threaten the existence of the Company.
Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
constituted a subcommittee of Directors to oversee the Enterprise Risk Management
framework
The Risk Management Committee periodically reviews the framework and high risks and
opportunities which are emerging or where impact is substantially changing.
There are no risks, which in the opinion of the Board threaten the existence of the
Company. However, the risks that may pose a concern are set out in the Management
Discussion and Analysis which forms a part of this Annual Report.
The Risk Management Policy is uploaded on the Company website with the link as
www.empowerindia.in Material Subsidiary Policy
Pursuant to the provisions of the Listing Regulations, the Company has adopted a Policy
for determining Material Subsidiaries which lays down the criteria for identifying
material subsidiaries of the Company.
The Policy for determining Material Subsidiaries was reviewed and revised to align it
with the changes in applicable law. The same may be accessed on the website of the Company
at www.empowerindia.in
Vigil Mechanism
In order to ensure that the activities of the company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behaviour, the company has adopted a vigil mechanism
policy; there is direct access to approach Mrs. Rani Challayesteru, Chairman of the Audit
Committee. The said policy is uploaded on the Companys website and can be viewed at
Company website with the link as www.empowerindia.in
Policy against Sexual Harassment
Your Company is committed to creating and maintaining an atmosphere in which employees
can work together without fear of sexual harassment, exploitation or intimidation. As
required under the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (Act), your Company has constituted an Internal
Complaints Committee. No complaints were received by the committee during the year under
review. Since the number of complaints filed during the year was NIL, the Committee
prepared a NIL complaints report.
HUMAN RESOURCE:
Your company has a structured approach to manage its human resources in line with
changing needs of the organization. Industrial relations remained harmonious during the
year at all levels.
Our people are our most precious asset, and we strive to create a high-performing
entrepreneurial organization where everyone is driven to achieve their full potential. We
are proud of our professional and healthy work culture, which is based on strong corporate
values. Employees are given an enabling working environment and culture, as well as equal
opportunities for learning and personal development. People are our most valuable asset,
and we invest in their total well-being.
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their deep sense of appreciation for the
co-operation received from the Members, Government authorities, customers, and vendors.
Your Directors also wish to place on record appreciation for the contribution made by each
and every employee of the Company. The Directors are also thankful to all the stakeholders
for their continued help, assistance and support.
By Order of the Board For Empower India Limited
Sd/-
Sumit Subhash Pawar Non-Executive
Director & Chairman DIN:09779498
Sd/-
Rajgopalan Srinivasa Iyengar
Managing Director & CFO DIN:00016496
Date: 05th September, 2023
Place: Mumbai
+91-9892691696
