Emkay Global Financial Services Ltd Directors Report.

Dear Members,

Your Directors present the Twenty Seventh Annual Report of your Company and the Audited Financial Statements for the year ended 31st March, 2021.

1. FINANCIAL RESULTS

An overview of the financial performance of your Company along with its Subsidiaries for the year 2020-21 is as under:

(Rs) (Amount in Lacs)

Particulars

Standalone for the year ended

Consolidated for the year ended

31.03.2021 31.03.2020 31.03.2021 31.03.2020
Total Income 14594.65 11971.75 16498.47 13512.72
EBITDA 2293.03 (354.47) 3028.17 (199.77)
Less : Depreciation and Amortization 748.47 761.89 762.53 771.63
Less : Finance Cost 538.53 607.86 528.79 685.16
Profit before exceptional item and tax 1006.03 (1724.22) 1736.85 (1656.56)
Exceptional item 135.00 (75.50) 0.00 0.00
Profit before tax 1141.03 (1799.72) 1736.85 (1656.56)
Less : Tax expenses 339.57 (541.86) 553.27 (490.09)
Profit after tax 801.46 (1257.86) 1183.58 (1166.47)
(Less)/ Add : Share of (loss)/ profit of associate - - (69.70) (71.81)
Add : Profit/ (loss) from discontinued operations - - (0.59) (21.08)
(Loss)/ (profit) attributable to shareholders of the Company 801.46 (1257.86) 1113.29 (1259.36)
Opening balance in statement of profit and loss 528.42 2083.09 2586.73 4148.77
Other adjustments - - - (5.87)
Amount available for appropriation 1329.88 825.23 3700.02 2883.54
Appropriations
Dividend paid on equity shares - 246.19 - 246.19
Dividend distribution tax on dividend - 50.62 - 50.62
Transfer to special reserve u/s 45-IC of RBI Act - - 66.59 -
Closing balance in statement of profit and loss 1329.88 528.42 3633.43 2586.73

2. DIVIDEND

The Board of Directors is pleased to recommend a final dividend at the rate of Rs 1/- (10 %) per equity share of the face value of Rs 10 each for the year ended 31st March, 2021 (Previous year Rs Nil) per equity share. This would involve a payout of Rs 246.19 Lacs (previous year NIL) based on the number of shares as on 31st March, 2021. The dividend would be paid to all the shareholders, whose names appear in the Register of Members/ list of Beneficial Holders on the Book Closure date. This Dividend is subject to approval of the Members at the forthcoming 27th Annual General Meeting subject to deduction of tax as may be applicable.

3. REVIEW OF OPERATIONS

The Information on the operations of the Company is given in the Management Discussion & Analysis Report forming part of the Annual Report.

Standalone

During the year under review, your Company recorded a total income of Rs 14,594.65 Lacs as compared to Rs 11,971.75 Lacs in the previous financial year, marking an increase of 21.91%. The Profit for the same period stood at Rs 801.46 Lacs as compared to the loss of Rs 1,257.86 Lacs in the previous financial year.

Consolidated

During the year under review, your Company recorded a total income of Rs 16,498.47 Lacs as compared to Rs 13,512.72 Lacs in the previous financial year, marking an increase of 22.10%. The Profit for the same period stood at Rs 1113.29 Lacs as compared to the loss of Rs 1259.36 Lacs in the previous financial year.

4. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

There have been no material changes and commitments between the end of Financial Year 2020-21 and the date of this report, adversely affecting the financial position of the Company.

5. ANNUAL RETURN

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at http://www. emkayglobal.com/Investor relations.

6. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2020-21, 4 meetings were held on 17th June, 2020, 14th August, 2020, 30th October, 2020 and 4th February, 2021.

The details of the attendance of Directors at these meetings are as under:

Name of the Director Category

Board Meetings during Financial Year 2020-21

Held Attended
Mr. S. K. Saboo NED 4 3
Mr. R. K. Krishnamurthi NED (I) 4 4
Mr. G. C. Vasudeo NED (I) 4 4
Mr. Krishna Kumar Karwa ED 4 4
Mr. Prakash Kacholia ED 4 4
Mrs. Priti Kacholia NED 4 1
Dr. Satish Ugrankar NED (I) 4 4
Dr. Bharat Kumar Singh NED (I) 4 4

Category: NED - Non Executive Director, NED (I) NonExecutive Director & Independent, ED-Executive Director.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. AUDIT COMMITTEE

The Committee comprises of Mr. G. C. Vasudeo as the Chairman and Mr. R. K. Krishnamurthi, Dr. Satish Ugrankar, Dr. Bharat Kumar Singh and Mr. Prakash Kacholia as the members of the Committee. More details pertaining to the Audit Committee are included in the Corporate Governance Report, which forms part of this report.

All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

9. NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE

The Nomination, Remuneration and Compensation Committee constituted by the Board in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015] comprises of Mr. G. C. Vasudeo, an Independent Director as the Chairman and Mr. R. K. Krishnamurthi, Dr. Satish Ugrankar and Mr. S. K. Saboo as the members of the Committee.

The Committee consists of only Non-Executive Directors as its members. All the members of the Committee are Independent Directors except Mr. S. K. Saboo who is a NonExecutive Non-Independent Director.

The Remuneration Policy of the Company is available on the Companys website i.e. www.emkayglobal.com/Investor relations. The details of composition, terms of reference of the Nomination, Remuneration and Compensation Committee, numbers and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the Corporate Governance Report which forms part of the Board of Directors Report.

10. PERFORMANCE EVALUATION

In terms of provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI (LODR) Regulations, 2015 and further circular no. SEBI/ HO/CFD/CMD/CIR/P/2017/004 dated 05/01/2017 issued by SEBI on "Guidance note on Board Evaluation", evaluation process was carried out internally for the performance of the Board, its Committees and Individual Directors.

The Independent Directors at their meeting held on 19th March, 2021 have reviewed the performance evaluation of Non-Independent Directors and the Board as a whole including the Chairman.

The Nomination, Remuneration and Compensation Committee carried out evaluation of performance of each Director in their meeting held on 20th May, 2021. The Board of Directors carried out performance evaluation of the Board, each Director and the Committees for the Financial Year ended 31st March, 2021 in their meeting held on 20th May, 2021 based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the effectiveness of their contribution.

11. AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 ("the Act") read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), S. R. Batliboi & Co. LLP, Chartered Accountants bearing Firm Registration Number 301003E/E300005 with the Institute of Chartered Accountants of India (ICAI) were appointed as the Statutory Auditors of the Company at the 23rd Annual General Meeting (AGM) held on 11th August, 2017 for a period of five years commencing from the conclusion of the 23rd Annual General Meeting (AGM) till the conclusion of the 28th Annual General Meeting of the Company to be held for the Financial Year 2021-2022 subject to ratification of their appointment by the members at every subsequent AGM. In accordance with the amendment to section 139 of the Act, the requirement of ratification of appointment by members every year is no longer required.

M/s. S. R. Batliboi & Co LLP have confirmed their eligibility and qualification required under section 139 and 141 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force, for their continuation as statutory auditors.

In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

There are no qualifications or observations or remarks made by the Auditors in their report.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

CHANGE IN ACCOUNTING POLICY

As per MCA Notification G.S.R. 365 (E) dated 30.03.2016 stock broking companies were covered under Non-Banking Finance Companies and the IND-AS was applicable to NBFC listed entities having net worth below Rs 500 cr. effective from April 2019.

Accordingly, the Company has adopted Indian Accounting Standards (IND - AS) with effect from April 1, 2019 with effective date of such transition as April 1, 2018.

12. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, Company Secretaries, Mumbai to carry out Secretarial Audit of the Company for the Financial Year 2020-2021. The Secretarial Audit Report received from them is appended as "Annexure A" which forms part of the Boards report.

The Secretarial Audit Report for the Financial Year 2020-21 does not contain any qualification, reservation and adverse remarks.

13. INTERNAL AUDIT

As per the requirements of Section 138 of the Companies Act, 2013 and rules made there under, M/s. Lovi Mehrotra & Associates, Chartered Accountants, Mumbai were appointed as Internal Auditors of the Company for the Financial Year 2020-2021.

The internal control systems are supplemented by extensive internal audits, regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data. The Management Information System (MIS) forms an integral part of the Companys control mechanism. The Company has regular checks and procedures through internal audit periodically. The reports on internal audit are deliberated and executive summary of the same along with Action Taken Report (ATR) for steps taken by the Management to address the issues are placed before the Audit Committee meeting/ Board meeting for their review. Reports of internal auditors are reviewed by the Audit Committee, and corrective measures, if any, are carried out towards further improvement in systems and procedures in compliance with Internal Control System. The Board also recognizes the work of the auditors as an independent check on the information received from the management on the operations and performance of the Company.

14. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with all the applicable mandatory secretarial Standards issued by the Institute of Company Secretaries of India.

15. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

16. PUBLIC DEPOSITS

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under Section 186 of the Companies Act, 2013, are given under notes to the Financial Statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The details of the related party transactions, as per requirement of Accounting Standards -18 are disclosed in notes to the financial statements of the Company for the Financial Year 2020-21. All the directors have disclosed their interest in Form MBP-1 pursuant to Section 184 of the Companies Act, 2013 and as and when any changes in their interest take place, such changes are placed before the Board at its meetings. None of the transactions with any of the related parties was in conflict with the interest of the Company. The particulars of contracts or arrangements with related parties referred to in Section 188 (1), in prescribed Form AOC - 2 under Companies (Accounts) Rules, 2014 are appended as "Annexure B".

19. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo required under Section 134 (3) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as "Annexure C" which forms part of the Boards Report .

21. LEVERAGING DIGITAL TECHNOLOGY

Innovative ideas and technology are introduced continuously to provide great user experience to our customers, business associates and employees.

In association with the IT Team, the Company with active support from management has been investing time and effort in information technology solutions to demonstrate technological leadership.

22. BUSINESS RISK MANAGEMENT

Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per provisions of the SEBI (LODR) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy in place. An ongoing exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The details of the same are set out in the Corporate Governance Report which forms part of the Boards Report.

23. CORPORATE SOCIAL RESPONSIBILITY

In view of applicability of Corporate Social Responsibility (CSR) provisions in the year 2016-2017, in compliance with the requirements of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, the Board at its meeting held on May 23, 2016, had constituted a Corporate Social Responsibility Committee comprising three Directors of the Company including one Independent Director. The members of the Committee are Mr. G. C. Vasudeo, Mr. Krishna Kumar Karwa and Mr. Prakash Kacholia. The Company has evolved a Corporate Social Responsibility Policy and is actively practicing the same. The objectives of CSR Policy are to contribute to social and economic development of the communities in which the Company operates, to improve the quality of life of the communities through long term value creation for stakeholders and to generate, through its CSR initiatives, a community goodwill for the Company and help reinforce a positive and socially responsible image of the Company as a corporate entity. During FY 2020-21, the company has spent an amount of Rs 66.88 lacs on CSR activities through a company established under section 8 of the Companies Act, 2013. There is no unspent outstanding amount on CSR activities as on 31st March, 2021.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure D" which forms an integral part of this report.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in all cases. The details of the policy are posted on the website of the Company under the link https:// www.emkayglobal.com/investor-relations. There were no complaints received during the year 2020-21.

25. DIRECTORS & KEY MANAGERIAL PERSONNEL Appointments

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Sushil Kumar Saboo (DIN: 00373201) aged 78 years, a Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Your Board recommends his re-appointment to the Shareholders by passing a Special resolution pursuant to Regulation 17(1 A) of the SEBI (LODR) Regulations, 2015.

A brief profile of Mr. Sushil Kumar Saboo (DIN:00373201), Director of the Company as required under Regulation 36 (3) of the SEBI (LODR) Regulations, 2015 and justification for his re-appointment are given in the explanatory statement to Notice of the 27th Annual General Meeting.

Dr. Satish Ugrankar (DIN 00043783) was appointed as an Independent Director of the Company pursuant to Section 149 of the Companies Act, 2013 for first term of 5 years at the Annual General Meeting held on 10th August, 2016 and will be holding office upto 9th August 2021. Dr. Ugrankar (DOB 18th September, 1945) turned 75 years old on 18th September, 2020.

Considering the knowledge, expertise and vast experience and the valuable contribution made by Dr. Satish Ugrankar, during his tenure as an Independent Director of the Company, the Nomination, Remuneration and Compensation Committee and the Board approved his appointment as an Independent Director with effect from 10th August, 2021 for second term of five years and has recommended his re-appointment as an Independent Director on the Board of the Company to hold office for the second term of five consecutive years commencing from 10th August, 2021 upto 9th August, 2026 and not liable to retire by rotation by passing a Special resolution.

The Company has received declaration from Dr. Satish Ugrankar that he meets the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with the Schedule and Rules issued there under and Regulation 16 of SEBI (LODR) Regulations, 2015, (as amended), he has made online registration with the Indian institute of Corporate Affairs for inclusion of his name in the Independent Director Data bank. His Registration No. is IDDB-DI-202005-026847) and he is eligible for appointment as an Independent Director of the company.

The profile of the Independent Directors forms part of the Corporate Governance Report.

The following four persons were formally noted as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

• Mr. Krishna Kumar Karwa - Managing Director
• Mr. Prakash Kacholia - Managing Director
• Mr. Saket Agrawal - Chief Financial Officer
• Mr. B. M. Raul - Company Secretary

26. PARTICULARS OF REMUNERATION

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 details of the ratio of remuneration of each Director to the median employees remuneration is provided in "Annexure E" which forms part of the Boards Report.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Pursuant to the provisions of Section 134 (5) (f) of the Companies Act 2013, the Company has devised proper systems to ensure compliance with the provisions of all applicable laws. Each department of the organization ensured that it had complied with the applicable laws and furnished its report to the Head of department who then along with the Company Secretary discussed on the compliance status of the department. Any matter that required attention was immediately dealt with. The Company Secretary reported to the Audit Committee and the Board on the overall compliance status of the Company. Such compliance system was largely found to be adequate and operating effectively. The directors in the Directors Responsibility Statement under paragraph 7(f) hereinabove have also confirmed the same to this effect.

28. SUBSIDIARY COMPANIES

The Company has 6 wholly owned subsidiaries as on 31st March, 2021. Besides, there are two associate companies within the meaning of Section 2(6) of the Companies Act, 2013.

During the year, the Company has set up a new wholly owned subsidiary in the name of "Emkay Global Financial Services Pte. Ltd." in Singapore to undertake corporate finance advisory services. Certificate of Constitution relating to incorporation of the company has been issued by the concerned Singapore authority on 10th February, 2021. The Company is in the process of getting necessary approvals / permissions from RBI and local Singapore authorities for infusion of share capital and commencement of business activities.

The Consolidated Financial Statements of the Company form part of this Annual Report. Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

The Company will make available the annual accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The Annual Report of the Company and all its subsidiary companies are also available on the website of the Company i.e. www.emkayglobal.com.

29. EMPLOYEE STOCK OPTION SCHEMES

With a view to remain a preferred employer, the Company had granted Stock Options under two Schemes viz. Employees Stock Option Plan 2007 (ESOP 2007) and Employee Stock Option Plan 2018 (ESOP 2018) to the employees of the Company and the employees of the Subsidiary Companies.

Details of the shares issued under Employees Stock Option Plan (ESOP) as also disclosure in compliance with SEBI (Share Based Employees Benefits) Regulations, 2014 are uploaded on the website of the Company https://www. emkayglobal.com/key-annocuments. During the year, the Company has issued stock options in excess of 1% of the issued share capital to Mr. Nirav Sheth, CEO - Institutional Clients Group under ESOP 2018 Scheme after passing a Special resolution through the Postal ballot process on 19th December 2020.

(a) ESOP 2007

The Nomination, Remuneration and Compensation Committee of the Company had granted stock options under ESOP-2007 scheme to the eligible employees (each option carrying entitlement for one share of the face value of Rs 10/- each. The summary of the same as on 31st March 2021 is as under :

Summary of ESOP 2007 as on 31st March 2021:

Total no. of stock options approved under the Scheme 24,26,575
No. of Options Date of Grant Exercise Price Per Option
14,42,000 17.01.2008 63/-
2,44,000 19.06.2009 63/-
2,07,500 24.07.2009 61/-
1,00,000 04.05.2010 93/-
6,11,500 27.07.2010 77/-
2,00,000 21.01.2012 37/-
13,95,000 28.05.2018 * 145.45 (Re-priced at Rs 75.60)
4,81,000 08.07.2019 74.65
7,02,120 14.11.2019 75.60
61,738 14.11.2019 74.65
1,66,740 24.01.2020 70.70
2,46,000 04.02.2021 74.90
Exercise Period 2-3 years
Re-Issued Options 34,31,023
Total no. of stock options granted under the scheme 58,57,598
Stock Options lapsed 38,57,948
Stock Options vested but not exercised 0
Stock Options exercised 2,41,530
Outstanding Stock Options 17,58,120

Note: *1. Re-priced during the Financial Year 2019-20

2. During the Financial Year 2020-21, no options were vested and exercised under the ESOP 2007.

(b) EMPLOYEE STOCK OPTION PLAN - 2010 THROUGH TRUST ROUTE

The Nomination, Remuneration and Compensation Committee of the Company had granted total no. of 6,47,000 options under ESOP-2010 scheme through trust route to the eligible employees (each option carrying entitlement for one share of the face value of Rs 10/- each) till date. Summary of the same as on 31.03.2021 is as under.

Summary of ESOP 2010 (through trust route) as on 31st March 2021 :

Total no. of stock options approved under the Scheme 24,41,995
No. of options Date of Grant Exercise Price Per Option
5,55,000 21.10.2010 93/-
27,000 02.05.2011 63/-
15,000 22.10.2011 48/-
50,000 21.01.2012 37/-
Exercise Period 3 years
Total no. of stock options granted under the scheme 6,47,000
Stock Options lapsed 6,06,500
Stock Options vested but not exercised 0
Stock Options exercised 40,500
Outstanding Stock Options 0

d) ESOP 2018

The Nomination, Remuneration and Compensation Committee of the Company had granted options under ESOP-2018 scheme to the eligible new employees (each option carrying entitlement for one share of the face value of Rs 10/- each) as per criteria determined by the committee

The summary of the same as on 31.03.2021 is as under : Summary of ESOP 2018 as on 31st March 2021:

Total no. of stock options approved under the Scheme 24,53,403
No. of Options Date of Grant Exercise Price Per Option
4,17,760 14/08/2018 133.25
3,32,167 30/10/2018 101.80
4,12,861 08/01/2019 108.20
9,23,380 01/03/2019 108.20 (Re-priced at Rs 75.60)
1,00,000 01/03/2019 72.55
2,70,600 28.05.2019 *Rs 93.20 (Re-priced at Rs 75.60)
24,620 08.07.2019 74.65
61,738 14.11.2019 *Rs 93.20 (Re-priced at Rs 75.60)
2,46,000 28.08.2020 59.60
30,000 07.12.2020 68.20
6,15,667 04.02.2021 59.60
Exercise Period 2 years
Re-Issued Options 89.723
Total no. of stock options granted under the scheme 34,34,793
Stock Options lapsed 11,14,548
Stock Options vested but not exercised 0
Stock Options exercised 0
Outstanding Stock Options 23,20,245

Note: *1. Re-priced during the Financial Year 2019-20.

2. During the Financial Year 2020-21, no options were vested and exercised under the ESOP 2018.

The disclosures required to be made in the Directors Report in respect of the aforesaid ESOP Schemes, in terms of the SEBI (Share Based Employee Benefits) Regulations, 2014 are contained in "Annexure F" which forms part of the Boards Report.

30. TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND SUCH SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, the Company has transferred on due dates, the unpaid or unclaimed dividends upto the financial year 2011-2012 to the Investor Education and Protection Fund (IEPF) established by the Central Government. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded on its website the details of unpaid and unclaimed amounts lying with the Company.

Further, in terms of the provisions of section 124(6) of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 notified by the Ministry of Corporate Affairs, New Delhi w.e.f. 7th September, 2016, and further notifications issued by Ministry of Corporate Affairs, amending the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 which has come into force w.e.f. 28th February 2017, 3,105 shares in respect of which dividend had not been paid or claimed for seven consecutive years or more as provided under subsection (6) of Section 124 have been transferred to the Special Demat Account of IEPF Authority as on 31st March, 2021.

The details of the unclaimed/unpaid dividends are available on the Companys website at www.emkayglobal.com and also on Website of Ministry of Corporate affairs at www.mca. gov.in.

31. PARTICULARS OF EMPLOYEES

In terms of the provisions of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to members of your Company. The said information is available for inspection at the registered office of your

Company during working hours and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

32. CORPORATE GOVERNANCE REPORT

The Company adheres to the principles of Corporate Governance mandated by the Securities and Exchange Board of India and has implemented all the prescribed stipulations thereof. As stipulated in Regulation 27 of the SEBI (LODR) Regulations, 2015, a detailed report on Corporate Governance and the requisite Auditors Certificate confirming compliance with the conditions of Corporate Governance, is appended as "Annexure G" which forms part of the Boards Report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSSED BY THE COURTS OR REGULATORS

During the year no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

34. LISTING WITH STOCK EXCHANGES

The Equity shares of the Company are listed on National Stock Exchange of India Ltd. and BSE Ltd.

35. ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.

For and on behalf of the Board of Directors

Krishna Kumar Karwa Prakash Kacholia
Managing Director Managing Director
DIN:00181055 DIN:00002626
Place: Mumbai
Date: 20th May, 2021