Dear Shareholders,
Your Board of Directors is pleased to present the 29th Annual Report for the financial year 2023-24, together with the Standalone and consolidated Audited Financial Statements for the year ended on March 31, 2024.
Financial Highlights: Amount in Crores (INR)
Particulars |
Standalone |
Consolidated |
||
F.Y. 2024 | F.Y. 2023 | F.Y. 2024 | F.Y. 2023 | |
Total Revenue from Operations |
103.4513 | 88.6157 | 103.4513 | 88.6157 |
Other Income |
44.8147 | 16.4165 | 44.8147 | 16.4165 |
Total Expenditure (excl. depreciation, interest and tax) |
55.3495 | 45.1555 | 55.3495 | 45.1555 |
Profit before depreciation, interest and tax |
92.9165 | 59.8767 | 92.9165 | 59.8767 |
Less: Interest |
0.2251 | 0.1427 | 0.2251 | 0.1427 |
Less: Depreciation and amortization expense |
2.6125 | 3.1114 | 2.6125 | 3.1114 |
Profit before tax |
90.0789 | 56.6226 | 90.0789 | 56.6226 |
Less: Net tax expense |
18.1802 | 12.4948 | 18.1802 | 12.4948 |
Profit for the year |
71.8987 | 44.1278 | 71.8987 | 44.1278 |
Add: Surplus carry forward from the last year Balance sheet |
208.3718 | 164.244 | 208.3718 | 164.2440 |
Balance carried over to Balance Sheet |
280.2705 | 208.3718 | 280.2705 | 208.3718 |
Earnings Per share () |
67.38 | 41.35 | 67.38 | 41.35 |
The total revenue from operation for the F.Y. 2023-24 is 10345.13 Lakhs marking increase of 16.74% to last years operational revenue generation of 8861.57 Lakhs. The working of both divisions of the Company is given as below:
8 Taps and Cutting Tools
During the year under review, the turnover for Taps and Cutting Tools segment has increased by 17.23% from the last financial year. Cutting Tools Industry plays a major role in production of automobiles, which includes 2 wheelers, 4 wheelers and heavy commercial vehicles. Apart from automobiles, there are many ancillaries with supply to these auto companies and are also expanding their capacities for exports.
8 Wind Power
The company has two wind farm projects one at Shivapura Kavalu Village, Belur Taluka, Hassan District in Karnataka and the other at Kita & Ugawa District, Jaisalmer in Rajasthan, both are developed and maintained by Suzlon Global Services Limited and Wind World India Limited respectively. The combined contribution of the two wind farm projects to the gross revenues in the F.Y. 2023-24 was Rs. 1.4659 crores from the power sale during the year under review.
Share Capital
The paid-up equity share capital as on 31st March 2024 was 10671300 equity shares of 10/- each (Rupee Ten only) amounting to total of 10,67,13,000. The Company has not issued any shares with differential voting rights or granted stock options or sweat equity or through any other permissible mode during the FY 2023-24.
Dividend
Your Board of Directors did not recommend dividend for the year under review.
Transfer to Reserve
The Company has not transferred any amount to any reserve during the year under review.
Material changes / developments during the year:
Your Board of Directors in their meeting held on June 29, 2023 has approved the Scheme of Arrangement between Emkay Taps and Cutting Tools Limited ("the Demerged Company") and Emkay Tools Limited ("Resulting Company") and their respective Shareholders and Creditors under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules and regulations framed thereunder. An application under Regulation 37 of the SEBI (LODR) Regulations, 2015 for the proposed Scheme of Arrangement has been submitted to National Stock Exchange of India Limited ("NSE" or "the Stock Exchange") and Securities Exchange Board of India (SEBI) through the Stock Exchange for obtaining their Observation Letter(s) (NOC) to file the Scheme for seeking approval of NCLT.
Material Changes / Events after the date of balance sheet date During the year under review, there are no material changes / events after the balance sheet date.
Change in the nature of business
During the year under review, there is no change in the nature of business of the company. Deposits During the year under review, the Company did not accept any deposits from the public within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 The Company has made compliance with the provisions of Section 186 of the Companies Act, 2013 during the financial year under review. Please refer to Note 13, 14 and 19 to the financial statement for F.Y. 2023-24.
Subsidiary, Associate and Joint Venture
The Company have a wholly owned subsidiary named Emkay Tools Ltd, but does not have any Associate and Joint Venture Company during the year under review.
Corporate Governance
The Company has taken all necessary steps to implement the provisions of the Regulations and detailed Corporate Governance Report for the F.Y. 2023-24 forms an integral part of this Annual Report.
Management Discussion and Analysis [MDA]
Management Discussion and Analysis, for the year under review, as stipulated under Regulation 34 (2) (e) of SEBI (LODR), 2015, is presented in a separate section forming integral part of this Annual Report.
Related party transactions
All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. There were no materially significant transactions with related parties during the financial year which were in the conflict of interest of the Company. An "Annexure A- Form AOC-2"on Related Party disclosures for the year under review, form part of this Annual Report.
Board Meetings
During the year under review Seven (7) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The details of Meetings of the Board and its Committees are given in the Corporate Governance Report.
Committees
Pursuant to the provisions of the Act and Rules made there under and SEBI (LODR) regulation, 2015, the board has constituted various committees. Composition and other details on the committee are given in the Corporate Governance Report.
Directors and Key Management Personnel I. Retirement by Rotation
In accordance with the provisions of section 152[6] of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Ajayprakash Kanoria (DIN: 00041279) was retired by rotation at the Annual General Meeting (AGM) on September 18, 2023.
II. Profile of the Directors seeking Appointment / Reappointment No Director retired by rotation and seeking appointment / reappointment at the ensuing 29th Annual General meeting. III. Re-appointment of Managing Director and Whole time Director In accordance with the provisions of section 196[2] of the Companies Act, 2013 Mr. Ajayprakash Kanoria and Mrs. Alka Kanoria have been reappointed as Managing Director and Whole Time Director respectively, to be effective from 1st April, 2024 for 5 years (till March, 31 2029) by the Members of the Company at the Annual General Meeting held on September 18, 2023.
IV. Key Managerial Personnel
Pursuant to Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the Key Managerial Personnel and during the year there was a change in KMPs of the Company; Mr. Ajayprakash Kanoria- Chairman, Managing Director& CEO Mrs. Alka Kanoria - Whole Time Director Mr. Vishnu Sontakke- Chief Financial Officer (CFO) Mr. Aditya Vinod Kokil -Company Secretary and Compliance Officer(appointed in the Board meeting held on 22nd November 2023) Ms. Shruti Sohane- Company Secretary and Compliance Officer has resigned from the Company with effect from 31st October 2023.
V. Board Evaluation
Pursuant to the provisions of the Act and Rules made thereunder and as provided under Schedule IV of the Act and Regulation 17(10) of SEBI(LODR), 2015, annual performance evaluation of the Directors individually as well as its committees has been carried out by the Board.
The Policy for Evaluation of Performance of the Board of Directors was formulated by Nomination and Remuneration Committee of the Board of Directors and same has been approved and adopted by the Board of Directors in their Meeting held on -05 February 2024 The criteria for evaluation have been provided in the Corporate Governance Report, which forms an integral part of this Report. Also, the Policy for Evaluation of Performance of the Board of Directors is available on the website of the Company, for reference visit www.etctl.com.
VI. Declaration by Independent Directors
The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149[6].
VII. Familiarization Program for Independent Directors
With the commencement of SEBI (LODR) Regulation, 2015 w.e.f. December 2, 2015 the listed entity is required to conduct the program for the new joining director of the company to get him/her familiarized with the company. No new Director joined the Board of the Company during the year under review; hence no such program has been conducted during the FY 2023-24.
VIII. Policies
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. We seek to promote and follow the highest level of ethical standards in all our business transactions. All our corporate governance policies are available on our website (http://etctl.com). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. Key policies that have been adopted by the Company are available on www.etctl.com
Key policies that have been adopted by the Company are available on www.etctl.com
POLICY NAME |
BRIEF DESCRIPTION |
Insider Trading Policy |
The Company has adopted the Code of Conduct to regulate, monitor and report trading by insiders and Code of fair disclosure of unpublished price sensitive information for the Directors, KMP and other designated officers and connected persons of the Company. |
Code of Conduct |
The Company has formulated and adopted Code of Conduct for the Senior Management and officers of the Company. |
Policy on Vigil Mechanism (Whistleblower Policy) |
The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. |
CSR Policy |
The company believes in the Philosophy of moving together and growing together. The Directors have adopted policy on CSR to spend as required under the Companies Act, 2013 for activities those are benefiting to the Society as a Whole. |
Nomination & Remuneration Policy |
As required under the provisions of the Companies Act, 2013 Board of Directors has adopted policy for appointment of the Director and for determination of remuneration payable to them. |
Policy for Determination of Materiality of Event or Information |
This policy which has been formulated by the Board of Directors deals with the determination of materiality of the Event/Information and its dissemination to the Stakeholders at large. |
Archival Policy |
This policy is for retention and preservation of documents and records of the Company. |
Prevention of Sexual Harassment at workplace policy |
This policy has been formulated to define the guidelines and the process to be followed in order to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment in addition to the matters connected therewith or incidental thereto. |
Policy for Evaluation of Performance of the Board of Directors |
The company has formulated this policy for annual performance evaluation of the Directors individually as well as its committees and has been carried out by the Board in compliance of SEBI (LODR) Regulations, 2015 |
Directors Responsibility Statement
In terms of section 134[3] [c] of the Act, your Directors state that: i. in the preparation of the annual financial statements for the year ended on March 31, 2024, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any, ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31, 2024 and of the profit of the company for the year ended on that date, iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities, iv. the annual financial statements are prepared on a going concern basis, v. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.
Statutory Audit
During the year under review, M/s. P.S. Thakare & Co., Chartered Accountants, (FRN No. 128572W), who were re-appointed for 5 consecutive financial years i.e. from conclusion of 28th AGM which was held on September 18, 2023 till the conclusion of 33rd AGM remain the statutory auditors of the Company, in accordance with provisions of Section 139(1) of the Companies Act, 2023. The Board has duly reviewed the Statutory Auditors Report on the Accounts. The Observations and comments, appearing in the Auditors Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.
M/s P.S. THAKARE & Co., Chartered Accountants, has submitted Auditors Report with unmodified opinion and unmodified figures for the F.Y. March 31, 2024 in compliance of Reg. 33 (1) (d) of SEBI (LODR) Regulations, 2015. The Board has duly reviewed the Auditors Report and the Observations and comments, appearing in the Auditors Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors.
Secretarial Audit
Pursuant to the provisions of section 204[1] of the Act read with rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, company is required to annex the Secretarial Audit report with its Board Report. Accordingly, the appointment of M/s H. Roshan & Associates, Nagpur has been made by the Board in their meeting held on 25th August, 2023 to conduct Secretarial Audit and report thereon for F.Y. 2023-24. Accordingly, the Secretarial Audit Report given by M/s H. Roshan & Associates, Nagpur for the F.Y. 2023-24 is annexed herewith as "Annexure B". The Board has duly reviewed the Secretarial Auditors Report and the observations and comments, appearing in the report are self- explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013.
Details of Fraud Report by Auditor
As per auditors report, no fraud u/s 143(12) of the Companies Act, 2013 reported by the auditor.
Maintenance of Cost Records
In compliance with rule (8) sub-rule (5) clause (ix) of Companies (Accounts) amendment Rules, 2018, the Board of Directors of your company confirms the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained by the Company.
Business Risk Management
The Company has in place a comprehensive Risk Management framework to identify, monitor, review various risk elements. On a periodic basis all necessary steps towards mitigation of various risk elements which can impact the existence of the Company are taken by the Management of the Company. All the identified risks are managed through continuous review of business parameters by the Management and the Board of Directors are also informed of the risks and concerns.
Discussion on risks and concerns is covered separately under section the Management Discussion and Analysis Report, which forms integral part of this Annual Report.
Vigil Mechanism
The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances.
Internal Control Systems
The Internal Financial Control systems of the Company are adequate with reference to the Financial Statement, size and operations of the Company. Internal Auditor of the Company observes the effective functioning of internal financial controls. The scope and functions of Internal Auditor is defined and reviewed by the Audit Committee. During the year under review, the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed.
Insider Trading Code
In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the PIT Regulations") and amendments thereto on prevention of Insider Trading, your Company has a comprehensive Code of Conduct for
Regulating, monitoring and reporting of trading by Insiders along with policy on legitimate purpose. Your Company also has a Code of Practices and Procedures of fair disclosures of unpublished price sensitive information and these code(s) are in line with the PIT regulations.
Corporate Social Responsibility
The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this report in "Annexure D".
Particulars of Employees
The information required under section 197 of the Act read with Rule 5[1] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is given in "Annexure E" that forms part of the Boards Report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the Annexure- "F" that forms part of this Report.
Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rule (8) sub-rule (5) clause (x) of Companies (accounts) amendment Rules 2018, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace and Internal complaint Committee has been constituted for the prevention and redressal of complaints of sexual harassment and to look after the matters connected therewith or incidental thereto.
Significant and Material Orders
There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operation.
Details of Frauds Reported by Auditors
There are no frauds against the Company reported by the Auditors for the period under report.
Acknowledgement
The Directors express their gratitude and warm appreciation for the sincere co-operation to the Dealers, Suppliers, Shareholders, NSE, Bankers, workers and Employees and various government authorities for their support and look forward to their continued support in the future.
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