Emergent Industrial Solutions Ltd Directors Report.

To,

The Members,

Emergent Industrial Solutions Limited

Your Directors have pleasure in presenting the 39th Annual Report on the Business and Operations along with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2022.

FINANCIAL PERFORMANCE

The Financial Performance for the Financial Year ended 31st March, 2022 are summarized below:

(Rs. In Lacs)

Standalone

Consolidated

S. NO. PARTICULARS 2021-22 2020 - 21 2021-22 2020 - 21
1. Sales and other Income 10810.56 51,916.48 10797.19 51,903.84
2. Expenditure 10611.46 51,339.51 10612.10 51,340.43
3. Profit Before Tax 199.10 576.97 185.09 563.41
Provision for Taxation
(1) Current Tax 52.47 148.62 52.47 148.62
4. (2) Earlier Year Tax 0.19 - 0.19 -
(3) Deferred Tax (1.15) (0.98) (3.20) ( 3.20)
5. Profit after Tax 147.59 429.33 135.63 417.99
6. Other Comprehensive Income (1.75) 2.59 (1.75) 2.59
7. Total Comprehensive Income 145.84 431.92 133.88 420.58
8. Earning Per Equity Share:
(1) Basic 3.23 9.40 2.97 9.1 5
(2) Diluted 3.23 9.40 2.97 9.15
9. Equity Share Capital 456.90 456.90 456.90 456.90
10 Other Equity 1769.44 1,623.60 1629.71 1,495.82

The Company has adopted Indian Accounting Standard ("Ind AS") notified by the Ministry of Corporate Affairs with effect from 1st April, 2017 and accordingly these Financial Statements have been prepared in accordance with the recognition and measurement principles laid down in the "Ind AS" prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder.

REVIEW OF PERFORMANCE

During the year under review, the Company generated revenue from its operations of Rs. 10473.28 lacs as compared to Rs. 51391.12 lacs in FY2020-21. It recorded Profit Before Tax of Rs. 199.10 lacs in FY 2021-22, while in FY 2020-21 it stood at Rs. 576.97 lacs. Net profit of the company is Rs. 147.59 lacs in the year under review as against Rs. 429.33 lacs in the previous year. The Shareholders funds increased from Rs. 2080.50 lacs as on 31st March, 2021 to Rs. 2226.34 lacs as on 31st March, 2022.

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. 2021-2022 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,2022:

a) In the preparation of the annual accounts for the year ended 31st March, 2022, 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, 2022 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, 2022 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 Companys affairs have been covered as part of the Management Discussion and Analysis (MDA) in a separate section to this Report.

DECLARATION OF 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.

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 Company has duly 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, 2022 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., Practising 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 arms 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 arms 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 Companys website at https://eesl.in/pdf/policies/Policy Related Party.pdf

RESERVES

An amount of Rs.147.59 Lacs (Rupees One Hundred Forty-Seven Lacs Fifty-Nine Thousand only) available for appropriation is proposed to be retained in Profit & Loss account.

DIVIDEND

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board has formulated and adopted a Dividend Distribution Policy which is hosted on the website of the Company www.eesl.in.

After considering the parameters as specified in Divided Distribution Policy of the Company and future requirements for working capital, the Board of Directors of your Company has not recommended any dividend for the financial year ended March 31, 2022

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 Companys 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.10098.89 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 2021-22 Cumulative till date
Number of programmes attended by Independent Directors 4 28
Number of hours spent by Independent Directors in such programmes 4 36

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 share 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 for the Financial year 2021-22 is as under:

I. Name of KMP: Ms. Sabina Nagpal, Company Secretary

Remuneration: Rs.15,87,233/- (Rupees Fifteen Lacs Eighty-Seven Thousand Two Hundred Thirty- Three only)

% increase in remuneration: 5.25%

% of revenue: 0.15%

II. Name of KMP: Mr. Vikash Rawal, Chief Executive Officer

Remuneration: Rs. 30,91,508/- (Rupees Thirty Lacs Ninety-One Thousand Five Hundred Eight Only) % increase in remuneration: 4.01%

% of revenue: 0.29%

III. Name of KMP: Mr. Nitin Kumar, Chief Financial Officer

Remuneration: Rs. 8,59,574/- (Rupees Eight Lacs Fifty-Nine Thousand Five Hundred Seventy-Four only)

% increase in remuneration: 6.70%

% of revenue: 0.08%

IV. The median remuneration for the year 2021-22 is Rs. 38,252/- (Rupees Thirty-Eight Thousand Two Hundred Fifty Two Only)

V. The Percentage increase in the median remuneration of the employees in the financial year is: Nil.

VI. 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 2022, 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.

The Board of the Company comprises of:

S. No Name Designation DIN
1. Mr. Tarun Kumar Somani Chairman and Non-Executive Director 00011233
2. Mr. Rakesh Suri Non-Executive Independent Director 00155648
3. Mr. Rakesh Chandra Khanduri Non-Executive Independent Director 03048392
4. Mrs. Shobha Sahni Women Non-Executive NonIndependent Director 07478373
5. Mr. Vikram Modi* (*Appointed w.e.f. 31.08.2022) Additional Non-Executive Independent Director 00876031

Mrs. Shobha Sahni, (DIN 07478373), Director retires by rotation and being eligible offers herself for reappointment at the ensuing Annual General Meeting.

Mr. Vikram Modi, (DIN 00876031) appointed as an Additional Non-Executive Independent Director of the Company in the Board meeting held on August 31, 2022. Mr.Modi has an experience of more than 25 years and has expertise in administration, consulting, structuring of commercial transactions, developing sales and business development strategy. Board of Directors are of the view that Mr.Modis association with the Company shall be beneficial for the Company.

Mr.Rakesh Chandra Khanduri (03048392), Independent Director shall complete his second term of 5 years at the conclusion of the ensuing Annual General Meeting . Consequently, he will cease to be the Director with effect from the ensuing Annual General Meeting to be held on 30th September, 2022. The Board appreciates Mr.Rakesh Khanduris guidance and contribution towards the growth of the Company, during his tenure as an Independent Director.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

The Board of Directors of the Company met five times during the Financial Year 2021-22.

The Meetings were held on 07.04.2021, 30.06.2021, 12.08.2021, 11.11.2021 and 14.02.2022. The intervening gap between two Board Meetings was as permissible under law. The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

Name of Director

Number of Board Meetings under tenure

Last AGM attended
Held Attended
Mr. Tarun Kumar Somani 5 5 Yes
Mr. Rakesh Chandra Khanduri 5 5 Yes
Mr. Rakesh Suri 5 5 Yes
Mrs. Shobha Sahni 5 4 Yes

The last Annual General Meeting (AGM) was held on September 30th, 2021.

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 Companys 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, 2022, the Audit Committee had three Non-Executive Directors of whom two were Independent Directors. Mr. Rakesh Chandra Khanduri, an Independent Director is the Chairman of the Committee. During the Financial Year ended 31st March, 2022, 5 (Five) Audit Committee Meetings were held on 07.04.2021, 30.06.2021, 12.08.2021, 11.11.2021 14.02.2022. Mr. Rakesh Chandra Khanduri, Chairman of the Audit Committee was present at the last Annual General Meeting held on 30th September, 2021.

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 Chandra Khanduri 5
Mr. Tarun Kumar Somani 5
Mr. Rakesh Suri 5

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 and SEBI (LODR) Regulations. 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 meeting of the Nomination and Remuneration Committee was held on 12.8.2021. The Composition of the Nomination and Remuneration committee as on March 31, 2022 is as under:

Name of the Directors Designation
Mr. Rakesh Chandra Khanduri Chairman
Mr. Tarun Kumar Somani Member
Mr. Rakesh Suri Member

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.

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

The Shareholders/Investors Grievance Committee has been constituted to look into the redressal of investors grievances. The Committee as on 31st March, 2022 comprises of Mr. Rakesh Chandra Khanduri, Mr. Tarun Kumar Somani and Mr. Rakesh Suri, 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, 2022.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met one (1) time during the Financial Year 2021-22. The Meeting of Independent Directors was held on 12.08.2021.

The Composition of the Independent Directors as on March 31, 2022, their attendance at the Meeting is as under:

Name of Director Number of Meetings
Held Attended
Mr. Rakesh Chandra Khanduri 1 1
Mr. Rakesh Suri 1 1

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act, comprising of three Directors including 2 Independent Directors.

The Committees core responsibility is to assist the Board in discharging its social responsibility by formulating and monitoring implementation of the framework of the CSR Policy along with an Annual Action Plan.

Terms of Reference :

• Formulation and recommendation to the Board, CSR Policy, which shall indicate the activities to be undertaken by the Company, in the areas or subject, as specified in Schedule VII of the Companies Act, 2013.

• Recommend the amount of expenditure to be incurred on the CSR activities.

• Formulte and recommend to the Board, an Annual Action Plan in pursuance of CSR Policy, which shall include

a) List of CSR Projects / programmes to be undertaken in the areas or subject specified in Schedule VII of the Companies Act, 2013.

b) Manner of execution of such Projects / programmes.

c) Modalities of utilization of funds and implementation schedules of such Projects / programmes.

d) Monitoring and reporting mechanism for such Projects / programmes.

e) Details of need and impact assessment, if any, for the projects undertaken by the Company.

f) Monitor CSR Policy of the Company from time to time

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 is annexed hereto as Annexure-5 and forms an integral part of this Report. The Policy has been uploaded on Companys website at https://eesl.in/pdf/policies/Policy CSR.pdf

The Company has incurred the necessary CSR expenditure in line with the provisions of Companies Act, 2013 during the year under review. During the year, the Company was required to spend Rs.5,25,563/-_ (2% of the average net profit of the past three financial years. The total amount spent during the year was Rs.5,26,000/- - Corporate Social Responsibility is an integral part of the Companys ethos and policy and it has been pursuing it on a sustained basis. As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive and the CSR Activities undertaken by the Company were under the thrust areas are in accordance with Schedule VII of the Act and the Companys CSR policy.

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 REPORT

Pursuant to the Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report is Not applicable to the Company.

LISTING FEES

Your Company has paid the requisite Annual Listing fees for FY 2022-23 to BSE Limited (Scrip Code: 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-6.

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 Boards 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, 2022.

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 Companys 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, auditors 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, 2022. The CEO certificate to this effect forms part of this report as Annexure-7.

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)/Pioneer, 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
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
2019 September 30 10.30 A.M GH Arbitration Centre, A-8, Pamposh Enclave, Delhi-110048

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 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.

b) Special Resolution at AGM 2020:

- Date of AGM- 30.09.2020

- Voting Period - 27.09.2020 to 30.09.2020

- Declaration of result: 1.10.2020

- 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:

c) 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. 39th Annual General Meeting

Date : 30th September, 2022 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 Book Closure

The Companys Register of Members and Share Transfer Books will remain closed from Saturday, 24th September, 2022 to Friday, 30th September, 2022 (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 Companys shares are available for trading in the depository system of both NSDL and CDSL. As on 31st March, 2022, 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 2022-23

Financial results for the first quarter ended June 30, 2022-August 2022 Financial results for the second quarter ended September 30, 2022-November 2022 Financial results for the third quarter ended December 31, 2022- February 2023 Financial results for the fourth quarter ended March 31, 2023- May 2023

x. Market Price Data

Following is the month-wise high/ low price data of the shares of the Company on BSE for Financial Year 2021-22:

Month High Price Low Price
April, 2021 139.65 139.65
May, 2021 139.65 139.65
June, 2021 139.65 139.65
July, 2021 139.65 139.65
August,2021 139.65 139.65
September, 2021 146.60 146.60
October, 2021 153.90 153.90
November, 2021 147.00 140.00
December, 2021 135.05 98.05
January, 2022 103.00 93.50
February, 2022 102.90 84.65
March, 2022 102.90 84.65

xii. Shareholding Pattern as on 31st March, 2022

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 77548 1.70
6. Indian Public 170251 3.72
Total 4569000 100.00

xiii. Distribution Schedule of Shareholding as on 31st March, 2022

No. of Equity Shares. No. of Shareholde rs % to Total No. of Shares held % to Total shareholding
1 Up to 500 105 79.55 3834 0.08
501 to 1000 2 1.52 1188 0.03
1001 to 2000 3 2.27 4361 0.10
2001 to 3000 5 3.79 11786 0.26
3001 to 4000 0 0 0 0
4001 to 5000 1 0.75 4050 0.09
5001 to 10000 3 2.27 25228 0.55
10001 & Above 13 9.85 4518553 98.90
TOTAL 132 100.00 4569000 100.00

xiv. Address for Correspondence

The shareholders may address their communication/ suggestion/ grievances/ queries to the Companys 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, 2022 is Rs. 456.90 Lacs (Rupees Four Hundred Fifty-Six Lacs and ninety thousand) and Rs. 2,226.34 lacs (Rupees Two Thousand two hundred twenty-six lakhs and thirty-four 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: 31.08.2022 ( RA KE S H CHANDRA KHANDURI) TARUN KUMAR SOMANI
PLACE: New Delhi (DIRECTOR) (DIRECTOR)
DIN:03048392 DI N:00011233
Registered Office:
8B, Sagar Apartments, 6, Tilak Marg,
New Delhi-110 001
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