Emk.Global Fin. Director Discussions


Dear Members,

Your Directors presents the Twenty Ninth Annual Report of your Company and the Audited Financial Statements for the year ended 31st March, 2023.

1. FINANCIAL RESULTS

An overview of the financial performance of your Company along with its Subsidiaries for the year 2022-23 is as under:

( Rs in Lacs )

Particulars

Standalone for the year ended

Consolidated for the year ended

31.03.2023 31.03.2022 31.03.2023 31.03.2022
Total Income 19,853.31 18,107.64 21,547.60 27,376.70

EBITDA

2,138.93 2,622.95 2,600.61 5,684.93
Less : Depreciation and Amortization 883.55 734.11 918.04 757.78
Less : Finance Cost 442.91 286.70 428.02 315.69

Profit before exceptional item and tax

812.47 1,602.14 1,254.55 4,611.46
Exceptional item (115.00) 252.50 - -

Profit before tax

697.47 1,854.64 1,254.55 4,611.46
Less : Tax expenses (365.99) 523.02 (145.94) 1,122.04

Profit after tax

1,063.46 1,331.62 1,400.49 3,489.42
(Less)/Add : Share of (loss)/profit of associate - - 12.76 (105.68)
Add : Profit/(loss) from discontinued operations - - (5.64) (3.37)

Profit attributable to shareholders of the Company

1,063.46 1,331.62 1,407.61 3,380.37

Opening balance in statement of profit and loss

2,415.31 1,329.88 6,603.39 3,633.43
Other adjustments - - (833.11) -
Amount available for appropriation 3,478.77 2,661.50 7,177.89 7,013.80

Appropriations

Dividend paid on equity shares 308.00 246.19 308.00 246.19
Transfer to special reserve u/s 45-IC of RBI Act - - 71.42 164.22
Closing balance in statement of profit and loss 3,170.77 2,415.31 6,798.48 6,603.39

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 2023 (Previous year Rs 1.25) per equity share. This would involve a payout of Rs 246.40 Lacs (previous year Rs 308 Lacs) based on the number of shares as on 31st March, 2023. The dividend would be paid to all the shareholders, whose names appear in the Register of Members/Beneficial Holders list on the Book Closure date. This Dividend is subject to approval of the Members at the forthcoming 29th Annual General Meeting. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

3. REVIEW OF OPERATIONS

The information on 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 19,853.31 Lacs as compared to 18,107.64 Lacs in the previous financial year, higher by 9.64%. The profit for the same period stands at Rs 1,063.46 Lacs as compared to the profit of Rs 1,331.62 Lacs in the previous financial year, lower by 20.14%. The profits are lower as upfront expenditure has been incurred in development of a vertical the benefit of which would accrue in the years to come.

Consolidated

During the year under review, your Company recorded a total income of Rs 21,547.60 Lacs as compared to Rs 27,376.70 Lacs in the previous financial year, lower by 21.29%. The profit for the same period stands atRs 1,407.61 Lacs as compared to the profit of Rs 3380.37 Lacs in the previous financial year, lower by 58.36 % over previous year. There was a one-off income in a product in one of the subsidiaries.

4. SHARE CAPITAL

The issued, subscribed and paid-up capital of the Company stands at 2,46,40,230 equity shares of Rs 10/- each fully paid-up.

5. RECEIPT OF IN-PRINCIPLE APPROVAL FROM SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) FOR SPONSORING MUTUAL FUND

The Company has received in-principle approval from Securities and Exchange Board of India, Investment Management Department on 31st March, 2023, for sponsoring Mutual Fund under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996. The Company is in the process of completing necessary formalities as stipulated in the in-principle approval for getting final approval from SEBI for launch of Mutual Fund in the capacity of Sponsor.

6. BUYBACK OF EQUITY SHARES OF EMKAY COMMOTRADE LIMITED AND EMKAY FINCAP LIMITED, WHOLLY OWNED SUBSIDIARIES OF THE COMPANY

During the Financial Year the company had bought back equity shares offered by following two wholly owned subsidiary companies as under :

a) Emkay Commotrade Limited - 21,24,150 fully paid-up equity shares of Rs 10/- each (Rupees Ten only) (representing 24.99% of the issued and paid-up equity share capital of the Company) at a price of Rs 25/- per equity share for an aggregate amount of Rs 5,31,03,750.

b)Emkay Fincap Limited - 54,97,800 fully paid-up equity shares of Rs 10/- each (Rupees Ten only) (representing 24.99% of the issued and paid-up equity share capital of the Company) at a price of Rs 10/- per equity share for an aggregate amount of Rs 5,49,78,000.

Post buyback both these subsidiary companies continues to be wholly owned subsidiaries of the Company as earlier.

7. 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 2022-23 and the date of this report, adversely affecting the financial position of the Company.

8. 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.

9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2022-23, 4 meetings were held on 24th May, 2022, 8th August, 2022, 7th November, 2022 and 30th January, 2023.

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

Name of the Director

Category

Board Meetings during Financial Year 2022-23

Held Attended
Mr. S. K. Saboo NED 4 4
Mr. R. K. Krishnamurthi NED (I) 4 4
Mr. G. C. Vasudeo NED (I) 4 3
Mr. Krishna Kumar Karwa ED 4 4
Mr. Prakash Kacholia ED 4 4

Mrs. Priti Kacholia (ceased to be a Director on 8th August, 2022)

NED 4 1
Dr. Satish Ugrankar NED (I) 4 4
Dr. Bharat Kumar Singh NED (I) 4 4

Mrs. Hutokshi Wadia ( Appointed with effect from 25th May, 2022 )

NED (I) 4 3

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

10. 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 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.

11. 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.

12. 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 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 Non-Executive 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 care separately in the attached Corporate Governance Report forming part of the Boards Report.

13. 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 Guidance note issued by SEBI vide circular no. SEBI/HO/CFD/ CMD/CIR/P/2017/004 dated 05th January, 2017 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 23rd March, 2023 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 15th May, 2023. The Board of Directors carried out performance evaluation of the Board, each Director and the Committees for the financial year ended 31 st March, 2023 in their meeting held on 15th May, 2023 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.

14. 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 re-appointed as the Statutory Auditors of the Company on expiry of their first term at the 28 th Annual General Meeting (AGM) held on 8th August, 2022 for a second term of five years commencing from the conclusion of the 28th AGM till the conclusion of the 33rd AGM of the Company. 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) the time being in force as statutory auditors. In terms of the Listing Regulations, the Auditors have issued by the confirmed that they hold a valid certificate Peer Review Board of the ICAI.

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

Reporting of Fraud

The Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors as specified under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

Change In Accounting Policy

The Company had adopted Indian Accounting Standards (IND - AS) with effect from April 1, 2019 with effective date of such transition as April 1, 2018. There is no change in the Accounting Policy thereafter.

15. 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 2022-2023. The Secretarial Audit Report received from them is appended as "Annexure A" and forms part of this report.

The Secretarial Audit Report for the Financial year 2022-23 does not contain any qualification, reservation and adverse remarks.

16. INTERNAL AUDIT

As per the requirement 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 2022-2023.

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 are deliberated and executive summary of the same along orre-enactment(s)thereoffor 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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 2022-23. 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".

22. 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.

23. 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" and forms part of this Report of the Board of Directors.

24. LEVERAGING DIGITAL TECHNOLOGY

Innovative ideas and technology is 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.

25. BUSINESS RISK MANAGEMENT

Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 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 for monitoring of both business and non-business risk. 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 forming part of the Board of Directors Report.

26. CORPORATE SOCIAL RESPONSIBILITY

TheCompanyhasevolvedaCorporateSocialResponsibility

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 2022-23, as per the computation made pursuant to the provisions of section 135(5) of the Companies Act, 2013, the average net profit of last three years was not falling in the criteria determined for statutorily spending any amount on CSR activities during the financial year 2022-23. Accordingly, the Company had not spent any . amount on CSR activities during the financial year 2022-23

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

27. 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 http://www.emkayglobal.com/Investor-relations. There were no complaints received during the year 2022-23.

28. DIRECTORS & KEY MANAGERIAL PERSONNEL Cessation

Mrs. Priti Kacholia (DIN-03481747) was retiring by rotation in the previous Annual General Meeting(AGM) held on 8th August, 2022 and was proposed to be reappointed in that AGM. However, at the Board Meeting held prior to the AGM, she submitted a letter showing her unwillingness to get re-appointed as Director of the Company. Accordingly, the vacancy caused by her unwillingness to get re-appointed was not filled up in the AGM. Mrs. Priti Kacholia had been associated with the Company as woman Director since 30th March, 2015. The Board placed on record its sincere appreciation for the valuable contribution made by Mrs. Priti Kacholia during her tenure as Director of the Company.

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. S. K. Saboo (DIN:00373201), a Non-Executive Non-Independent 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.

Dr. Bharat Kumar Singh (DIN 00274435) 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 14th August,2018 and will be holding office up to 13th August 2023. Dr. Bharat Kumar Singh (DOB 23rd July, 1946) had completed the age of 75 years on 23rd July, 2021 and pursuant to provision of Regulation 17(1A) of SEBI (LODR) Regulations, 2015 a special resolution was passed for his continuation as Independent Director on the Board at the AGM held on 28th August, 2020

Considering the knowledge, expertise and vast experience and the valuable contribution made by Dr. Bharat Kumar Singh, during his tenure as an independent Director of the Company, the Nomination, Remuneration and Compensation Committee and the Board approved his re-appointment as an Independent Director with effect from 14th August, 2023 for second term of five years and recommend to the members his re-appointment as an Independent Director on the Board of the Company to hold office for the second term of five commencing from 14th August, 2023 up to 13th August, 2028 and not liable to retire by rotation by passing a Special resolution.

The Company has received declaration from Dr. Bharat Kumar Singh 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 Number is IDDB-DI-202006-027831 and he is eligible for re-appointment as an Independent Director of the company.

Brief profile of Mr. S. K. Saboo (DIN:00373201), Director and Dr. Bharat Kumar Singh (DIN: 00274435), Independent Director of the Company as required under Regulation 36 (3) of the SEBI (LODR) Regulations, 2015 and justification for their re-appointment are given in the explanatory statement to Notice of the 29th Annual General Meeting. Further, the Company has received declaration from all the Independent directors that they meet 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. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. They are exempt from the - requirement to undertake the online proficiency assessment test conducted by IICA.

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

The above appointment/re-appointment forms part of the Notice of the forthcoming 29th Annual General Meeting and the respective resolutions are recommended for your approval.

Details of amount received from Directors of the Company falling under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014, are given under Related Party Disclosure note no. 42 in the Financial Statements.

Code of Conduct

All the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of consecutive years Conduct of the Company

Key Managerial Personnel (KMP)

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

29. 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 are provided in "Annexure E" which forms part of the Boards Report.

30. 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. along Significant with corrective actions thereon are presented to the Audit Committee of the Board.

Pursuant to the provisions of Section 134 (5) (f) of the Act, 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. In effect, such compliance system was largely found to be adequate and operating effectively. The directors in the Directors Responsibility Statement under paragraph 10(f) hereinabove have also confirmed the same to this effect.

31. MAINTENANCE OF COST RECORDS & COST AUDIT

The Company is engaged in carrying stock broking and related activities and hence provisions related to maintenance of cost records and requirement of cost audit as prescribed under section 148 (1) of the Act are not applicable.

32. SUBSIDIARY COMPANIES

The Company has six subsidiaries as on 31st March, 2023. Besides, there is one associate company within the meaning of Section 2(6) of the Act. 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 Consolidated Financial Statements of the Company form part of this Annual Report.

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 will also be available on the website of the Company i.e. www.emkayglobal.com.

33. EMPLOYEE STOCK OPTION SCHEMES

With a view to remain a preferred employer, the Company had granted Stock Options under two Schemes viz. Employee 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.

Other disclosures in compliance with the provisions of the SEBI (Shared Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the website of the Company https://www.emkayglobal.com/key-announcement.

(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 Rs10/- each. The summary of the same as on 31st March 2023 is as under:

Summary of ESOP 2007 as on 31st March 2023

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 Rs 63/-
2,44,000 19.06.2009 Rs 63/-
2,07,500 24.07.2009 Rs 61/-
1,00,000 04.05.2010 Rs 93/-
6,11,500 27.07.2010 Rs 77/-
2,00,000 21.01.2012 Rs 37/-

13,95,000

28.05.2018 *Rs 145.45/- ( Re-priced at Rs 75.60 )
4,81,000 08.07.2019 Rs 74.65/-
7,02,120 14.11.2019 Rs 75.60
61,738 14.11.2019 Rs 74.65
1,66,740 24.01.2020 Rs 70.70
2,46,000 04.02.2021 Rs 74.90
61,738 09.09.2021 Rs 74.90
70,000 25.01.2022 Rs 104.25
1,41,125 08.08.2022 Rs 72.95
1,50,000 07.11.2022 Rs 78.95

Exercise Period

2-3 years

Re-Issued Options

38,53,886

Total no. of stock options granted under the scheme

62,80,461

Stock Options lapsed

48,32,107

Stock Options vested but not exercised

2,25,029

Stock Options exercised

2,62,730

Outstanding Stock Options

11,85,624

During the Financial Year 2022-23, 1,81,129 options were vested, however no options were exercised under the ESOP- 2007 scheme.

(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 31.03.2023 is as under.

Summary of ESOP 2010 (through trust route) as on 31st March 2023

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 Rs 93/-
27,000 02.05.2011 Rs 63/-
15,000 22.10.2011 Rs 48/-
50,000 21.01.2012 Rs 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

c) 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 shares of the face value of Rs 10/- each) as per criteria determined by the committee The summary of the same as on 31.03.2023 is as under:

Summary of ESOP 2018 as on 31st March 2023

Total no. of stock options granted under the Scheme

24,53,403

No. of Options

Date of Grant Exercise Price Per Option
4,17,760 14/08/2018 Rs 133.25
3,32,167 30/10/2018 Rs 101.80
4,12,861 08/01/2019 Rs 108.20

9,23,380

01/03/2019 *Rs 108.20 (Re-priced at Rs 75.60)
1,00,000 01/03/2019 Rs 72.55

2,70,600

28.05.2019 *Rs 93.20 (Re-priced at Rs 75.60)
24,620 08.07.2019 Rs 74.65

61,738

14.11.2019 *Rs 93.20 (Re-priced at Rs 75.60)
2,46,000 28.08.2020 Rs 59.60
30,000 07.12.2020 Rs 68.20
6,15,667 04.02.2021 Rs 59.60
1,00,000 20.05.2021 Rs 72.40
1,53,917 08.08.2022 Rs 72.95

Exercise Period

2 years

Re-Issued Options

12,35,307

Total no. of stock options granted under the scheme

36,88,710

Stock Options lapsed

18,40,845

Stock Options vested but not exercised

4,30,213

Stock Options exercised

0

Outstanding Stock Options

18,47,865

During the Financial Year 2022-23, 1,20,704 options were vested, however no options were exercised under the ESOP- 2018 scheme. The disclosures required to be made in the Board Report in respect of the aforesaid ESOP Schemes, in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are contained in "Annexure F" forming part of the Directors Report and are also uploaded on the website of the Company i.e. https://www.emkayglobal.com/ key-announcement.

34. 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 up to the financial year 2015-2016 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. 7 th September, 2016, and further notifications issued by Ministry 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, 2023. As on the date of the Report total 10,089 no. of Shares have been transferred to IEPF Authority. 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.

35. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with 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.

36. 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 Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance and the requisite Auditors of Certificate Corporate Governance, is appended as "Annexure G" and forms part of this Report.

37. SIGNIFICANT AND MATERIAL ORDERS PASSSED BY THE COURTS OR REGULATORS During the year, no significant and material order were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

38. LISTING WITH STOCK EXCHANGES

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

39. ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued co-operation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges.

Your Directors places 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

S. K. Saboo

Chairman

DIN : 00373201

Place: Mumbai

Date: 15th May, 2023