To,
The Members of EMS LIMITED
The Directors take Pleasure in Presenting the 14th (Fourteenth) Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
4 Financial summary & highlights
The Board's Report is prepared based on the standalone financial statements of the Company.
The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and the provisions of the Companies Act, 2013. The Company's standalone and consolidated financial performance for the year ended March 31, 2024, is summarized below:
(Rs in Lakhs)
FINANCIAL PERFORMANCE
• Consolidated Performance
During the year under review, the consolidated revenue of the Company increased to Rs 79,331.08 lakhs
compared to Rs 53,816.17 lakhs in the previous year, registering a growth of 47.41%. The consolidated net profit after tax increased to '15,266.32 lakhs compared to '10,885.13 lakhs in the previous year, representing a growth of 40.25%.
• Standalone Performance
During the year under review, the standalone revenue of the Company increased to Rs 71,936.17 lakhs
compared to '48,424.80 lakhs in the previous year, registering a growth of 48.55%.
The standalone net profit after tax increased to '14,995.72 lakh compared to '10,318.54 lakhs in the previous year, representing a growth of 45.33%
Company derives revenues from three types of activities:
a) Construction contract- This includes the Completes Contracts from lying of Sewerage pipe line to establishing a Sewerage Treatment Plant & also includes Contracts related to Treatment of Industrial Waste and Water Supply.
b) Operation and Maintenance contracts- Customer
Contracts towards operation and maintenance of Sewerage Treatment Project, Water Supply Project & Industrial waste project.
c) Manufacturing- The Company is also engaged in manufacturing of own items which are used for construction purpose.
During the financial year 2023-24, description of revenue breakup is as below:
Construction contract- Total revenue from this segment stood at '71,459.07 Lakhs in the Financial year 2023-24 as compared to '48,098.01 Lakhs in the previous fiscal 2022-23. The annual growth within this segment stood at 48.57%.
Operation and Maintenance contracts- Total revenue from this segment stood at '215.22 Lakhs in the Financial year 2023-24 as compared to '136.51 Lakhs in the previous fiscal year 2022-23. The annual growth within this segment stood at 57.66%.
Manufacturing- Total revenue from this segment stood at '36.49 Lakhs in the Financial year 2023-24 as compared to no revenue in the previous fiscal 2022-23.
Dividend
The Board of Directors, in its meeting held on November 14, 2023 declared an interim dividend of Rs 1/- per equity share of face value of '10/- each, (i.e. 10%) to all the shareholders whose names were recorded on the Register of Members as on 24th November, 2023, being the record date for this purpose.
In addition to the Interim Dividend, Your Directors are pleased to recommend a Final Dividend of Rs 1/- per equity share of face value of '10/- each, (i.e. 10%) for the Financial Year 2023-24.
The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits of the year.
The said dividend, if approved by the Members at the ensuing Annual General Meeting (‘the AGM') will be paid to those Members whose name appears on the register of Members of the Company as on September 20, 2024. The said dividend, if approved by the Members, would involve cash outflow of '5.55 crore, resulting in a payout of 3.70% of the standalone net profit of the Company for FY24.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
Pursuant to Regulation 43A (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), the Board of the Company has formulated and adopted Dividend Distribution Policy which has been hosted on the website of the Company https://ems.co.in/home/images/ pdfs/Dividend-Distribution-Policy EMS.pdf.
Record Date
The Company has fixed Friday, September 20, 2024 as the "Record Date" for the purpose of determining the entitlement of Members to receive the final dividend for financial year 2023-24.
Transfer to Reserves
The Board does not propose to carry any amount to the general reserves for the financial year ending 31st March 2024. The entire amount of profit for the year forms part of the ‘Retained Earnings'.
Change in nature of Business of the Company
There was no change in the nature of business of the Company during the financial year ended 31st March, 2024.
SHARE CAPITAL STRUCTURE Authorized Capital
As on March 31, 2024, The Authorized share Capital of the Company is Rs 60,00,00,000 (Rupees Sixty Crore only), which comprised with 6,00,00,000 (Six Crore) Equity Shares of Rs 10/- each.
During the year there was no change in the Authorized Share Capital.
The Company's issued share capital structure is as mentioned below:
Issued, Subscribed and Paid-up Capital
As on March 31, 2024, the issued, subscribed and Paid-up Capital of the Company is Rs 55,53,08,070 (Rupees Fifty-Five Crore Fifty-Three Lakhs Eight Thousand Seventy Only), which comprised with 5,55,30,807 (Five Crore Fifty-Five Lakhs Thirty Thousand Eight Hundred Seven) Equity Shares of Rs 10/- each.
All the Equity Shares of the Company are in dematerialization form.
During the Fiscal year under review, in two instances, when issued share capital of the company was increased, as mentioned here:
I. Raising Capital through Private Placement
In pursuant to the members approval obtained in their Extra-ordinary General Meeting held on March 15, 2023, the Board of Directors of the Company in their meeting held on July 18, 2023 allotted 16,00,000 (Sixteen Lakhs) Equity Shares of the face value of '10/- each, at the premium of Rs 201 each share, on the private placement basis.
Through the above private placement, the Company has raised the overall amount of Rs 33,76,00,000/- (Rupees Thirty-Three Crore Seventy-Six Lakhs Only).
II. Initial public offer & Utilization of Proceeds
Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the applicable sections of the Companies Act, 2013, the Company successfully completed its Initial Public Offer (IPO) of 1,52,24,925 Equity Shares of '10/- each at an issue price of Rs 211/- per Equity Share.
The issue comprised of a Fresh Issue of 69,30,807 Equity Shares of Rs 10/- each amounting to Rs 14,624.00 lakhs at a Premium of Rs 201 per equity share and Offer for Sale (OFS) of 82,94,118 Equity Shares of Rs 10/- each by the promoter amounting to Rs 17,500.059 lakhs at a Premium of Rs 201 per equity share.
The Company's IPO received an overwhelming response from the investors and the issue was oversubscribed. Consequently, the Equity Shares of your Company listed on the National Stock Exchange of India Limited (‘NSE') and BSE Limited (‘BSE') on September 21, 2023.
Your Company has appointed ICRA Limited as the Monitoring Agency in terms of Regulation 41 of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilization of IPO proceeds and has obtained a monitoring report for every quarter and submitted the same with Stock Exchanges as required under Listing Regulations. The proceeds realized by the Company from the IPO are being utilized as per objects of the Issue disclosed in the Prospectus of the Company.
The details of the utilisation of fund as on March 31, 2024 are given below:
(Rs in Crore)
Listing of shares
The Equity Shares of the Company got listed on BSE Limited and National Stock Exchange of India Limited with effect from September 21, 2023. The annual listing fees for FY 2024-2025 has been paid to both the Stock Exchanges i.e., BSE and NSE.
As per the market capitalization list released by NSE and BSE, the ranking of your Company stood at 901 and 920, respectively, as of 31st March, 2024.
Annual Return
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year 31st March, 2024 is uploaded on the website of the Company and can be accessed at www.ems.co.in.
Number of Meetings of the Board
During the Financial Year 2023-24, 81 (Eighty-One) number of Board meetings were held and the details of same are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and applicable provisions.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Meetings of the Independent Directors of the Company was also held on February 12, 2024, without the presence of Non- Independent Directors and members of the management, to inter alia review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company Management and the Board.
Deposit
Your Company has not accepted any deposits from the public, during the financial year 2023-24, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of Financial Year 2023-2024.
Corporate Social Responsibility (CSR)
The Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135 of the Act. As on March 31, 2024, the Committee consisted with the following Directors of the Company:
As a responsible corporate citizen, our Company plays a vital role in the nation's sustainable and inclusive growth. Our CSR initiatives focus on promoting healthcare facilities; empowering underprivileged communities through education and gender equality; and ensuring environmental sustainability.
During the year under review, on account of resignation of Mr. Neeraj Srivastava, Director and Member of Corporate Social Responsibility Committee (‘CSR Committee') w.e.f. November 14, 2023, the Board of Directors of the Company, at its meeting held on November 14, 2023, has re-constituted the CSR Committee by introducing Mr. Ashish Tomar, Managing Director of the Company, as a member of the Committee, in accordance with the provisions of the Act.
The Annual Report on CSR Activities undertaken by the Company during the financial year 2023-24 under review, in accordance with the Companies (Corporate Social responsibility) Rules, 2014 is attached as ‘Annexure-A' to this Report.
The CSR Policy of the Company is disclosed on the website of the Company which can be viewed at https://ems.co.in/home/images/ pdfs/CSR-Policy.pdf.
Directors
Resignation: During the financial year 2023- 24, Mr. Neeraj Srivastava (DIN: 05309378) Professional Director of the Company was resigned from his post of Director w.e.f. November 14, 2023.
Furthe, in pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ramveer Singh (DIN: 02260129), Director of the Company who was liable to retire by rotation at the 13 th Annual General Meeting being eligible, re-appointed by the members vide ordinary resolution in the AGM held on September 30, 2023.
Retirement by rotation and subsequent re-appointment
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ashish Tomar (DIN: 03170943) Managing Director & CFO of the Company, is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment. The Board recommends for his re-appointment.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards (‘SS')- 2 on General Meetings are given in the Notice of AGM, forming part of the Annual Report.
Board Evaluation
An annual performance evaluation of the Board, its Committees and of individual directors was carried out by the Board in terms of the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rule, 2014.
In compliance with Regulation 17(10) of the SEBI LODR Regulations, the Board carried out performance evaluation of independent directors without the participation of director being evaluated. In a separate meeting of independent directors, performance of non- independent directors, the Board as a whole and the Chairman was evaluated.
The Board's performance was subjected to a comprehensive assessment, evaluating key aspects like the structure and composition of the Board, its culture, effectiveness of processes, overall functioning, execution, and performance in fulfilling specific duties, obligations, and governance responsibilities. Similarly, the Committees' performance was meticulously appraised, with the Board seeking valuable inputs from respective committee members. The assessment criteria for Committees includes the composition of committees, the efficacy of committee meetings, and the quality of recommendations provided to the Board, among other relevant factors.
The Board and NRC reviewed individual Directors based on their contributions to meetings, preparedness, and constructive inputs. The Chairman's performance was also evaluated separately. Independent Directors assessed Non-Independent Directors, the Board's overall performance, and the Chairman's effectiveness, considering views from all Directors. The Independent Directors' evaluation was conducted collectively by the entire Board.
Performance evaluation of independent directors was conducted based on criteria such as ethics and values, knowledge and proficiency, behavioral traits, etc. The Board of Directors has expressed its satisfaction with the evaluation process.
Statement of declaration by Independent Directors
In terms of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations, 2015 Mrs. Chetna, Mrs. Swati Jain, Mr. Mukesh Garg, and Mr. Achal Kapoor are the Independent Directors of the Company as on date of this Report.
All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
The Company has received confirmation from all the existing IDs of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.
None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.
Key Managerial Person
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on March 31, 2024:
1. Mr. Ashish Tomar, Managing Director
2. Mrs. Kritika Tomar, Whole-time Director
3. Mr. Gajendra Parihar, Chief Financial Officer
During the year under review, the following changes were made in the position of whole-time Key Managerial Personnel:
However, subsequent to end of financial year following changes were also made in the Key
Managerial Personnel of the company:
• The Board of Directors of the Company in its meeting held on May 29, 2024 took note and accepted the resignation of Mr. Gajendra Parihar as Chief Financial Officer of the company w.e.f. June 5, 2024 and also on the recommendation of the Nomination and Remuneration Committee, Board of Director approved the appointment of Mr. Ashish Tomar (DIN:03170943) as Chief financial Officer of the company w.e.f. June 5, 2024, who already hold the position of Managing Director of the Company.
• Further, on the recommendation of Nomination and Remuneration committee of the Board, the Board of Directors of the Company in its meeting held on June 28, 2024, approved the appointed of Mr. Nand Kishore Sharma (Membership No. A72046) as Company Secretary and Compliance officer of the Company w.e.f. June 28, 2024.
Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013
The particulars of loans given, investments made and guarantees provided by the Company under Section 186 of the Companies Act, 2013, have been disclosed in the financial statements provided in this Integrated Annual Report. Please refer to Note No. 9 and 16 of the Standalone Financial Statements.
Report on Subsidiaries, Associates and Joint Venture Companies
On March 31, 2024, the Company has Five subsidiary companies:
1. SK UEM Water Projects Pvt Ltd,
2. EMS Green Energy Pvt Ltd,
3. EMS TCP JV Private Limited,
4. Mirzapur Ghazipur STPS Pvt Ltd and
5. Canary Infrastructure Pvt Ltd.
On March 31, 2024, the Company has Three Joint Ventures:
1. EMS Himal Hydro JV
2. EMS Construction
3. EMS Singh JV
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared consolidated financial statements of the Company, which form part of the Annual Report.
A statement containing the salient features of the financial statements of our subsidiaries in the prescribed format Form AOC-1 is annexed with financial statement of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the standalone audited financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at www.ems.co.in.
Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year
During the financial year there is no Company which become or ceased as subsidiaries, Joint Venture or Associate of the Company.
Contracts or Arrangements with Related Parties under section 188(1) of the Companies Act, 2013
All contracts/arrangements/transactions entered by the Company during Financial Year 2023-24 with related parties were on an arm's length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus approval route.
As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPTs') exceeds '1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members' approval. In this regard, during the year under review, the Company has taken necessary Members' approval.
All contracts/ arrangements entered with Related Parties in terms of Section 188 of the
Companies Act, 2013 were in the ordinary course of business and on an arm's Length basis.
Details of contracts/arrangements/ transactions with related party which are required to be reported in Form No. AOC- 2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure B to this Report.
As per the provisions of the Act and Regulation 46(2)(g) of the SEBI LODR Regulations, your Company has formulated a policy on Related Party Transactions which is available on Company's website at the link https://ems.co.in/home/images/pdfs/ Policv-on-Related-Partv-Transactions.pdf.
Members may refer Note No. 39 of the Standalone Financial Statements which sets out related party disclosures pursuant to Ind AS.
Energy conservation, Technology absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure -C.
Particulars of Remuneration of Directors/ KMP/Employees
Disclosure pertaining to remuneration and other details as required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-D to this Report.
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing top ten employees in respect of their remuneration and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed as Annexure -E.
Statutory Auditors
As per section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in its 11th Annual General Meeting held on November 30th, 2021, approved the appointment of, M/s Rishi Kapoor & Co., Chartered Accountants, (Firm Registration No. 006615C), as Statutory Auditors of the Company for a period of 5 (Five) years, to hold the office from the conclusion of 11th annual general meeting till the conclusion of the 16th annual general meeting to be held in the year 2026.
Statutory Auditors' Report
The report of the Statutory Auditor forms part of the Annual Report. The Statutory Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimers.
Cost Auditor
As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.
Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has appointed M/s Jatin Sharma & co., Cost Accountant (Firm Registration No. 101845) as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2023-24.
During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.
Secretarial Auditor
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vikram Grover & Company, Practicing Company Secretary having membership number 12304 & COP number 21638, as the Secretarial Auditor of the Company, for conducting the Secretarial
Audit for financial year ended March 31, 2024.
The Report given by the Secretarial Auditor in form MR-3 is annexed herewith as Annexure - F and forms integral part of this Report.
Secretarial Auditors' Report
All the qualifications, reservations reported by the Secretarial Auditor Report in its report are itself the self-explanatory except the following:
• Web-Links provided in the corporate Governance (CG) report under regulation 27(2) are not accurate and specific as they will not redirect to the relevant documents/ section of the website. Only the home page weblink was mentioned in CG report.
Remarks: In respect to the above observation Management gave their representation that at the time of filing of Corporate Governance Report website of the Company was under maintenance. Hence, exact link was not given.
Annual Secretarial Compliance Report
A Secretarial Compliance Report for the financial year ended 31st March, 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Vikram Grover & Company, Practicing Company Secretary, Secretarial Auditor of the Company.
Credit Rating
During the Financial year, on January 31, 2024 Company has obtained the following Credit Rating from ICRA Limited:
The details on credit ratings are also available on the website of the Company in the Investors Section.
During the year ended March 31st 2024, there was no change in the above rating by ICRA Limited
Committees of the Board of Directors
As on March 31, 2024 the Board of Directors has constituted the following committees, in terms of the provisions of the Companies Act, 2013 and rules made thereunder and the SEBI (LODR) Regulations:
• Audit Committee
• Nomination and Remuneration
Committee
• Stakeholders Relationship Committee
• Corporate Social Responsibility
• Risk Management Committee
• IPO Committee
Details of terms of reference, composition of the Committees, and the number of meetings held and attendance of various members at such meetings etc., are provided in the Corporate Governance Report, which forms part of this Report.
Further, all the recommendations made by the various Committees were accepted by the board.
Policy on Directors' appointment and remuneration
The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules made thereunder and the Listing Regulations.
The Policy lays down the criteria for determining the qualifications, positive attributes and independence for Directors and to provide guidelines for the appointment and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company.
The Nomination and Remuneration Policy can be accessed on the Company's website at: https://ems.co.in/home/images/pdfs/
Nomination-and-Remuneration-Policy.pdf.
Corporate Governance
Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a statutory auditor of the Company i.e. M/s Rishi Kapoor & Company, certifying compliance with conditions of Corporate Governance is annexed to this Report in a separate section forming part of the Annual Report.
Compliance with Secretarial Standards
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
Transfer of unclaimed dividend to investor education and protection fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund ("IEPF").
Details of the Nodal Officer
After the closure of financial year 2023- 24, Board of Director of the Company in its board meeting held on June 28, 2024, approved the appointment of Mr. Nand Kishore Sharma, Company Secretary and Compliance Officer of the Company as the Nodal officer as per the provisions of IEPF. The details of the same may be accessed on the Company's website at: www.ems.co.in.
Disclosure under sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of Sexual Harassment at workplace. Further, Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability etc. All women associate's (permanent, temporary, contractual & trainees) as well as any women visiting the Company's office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.
The following is a summary of sexual harassment complaints received and disposed off during the year:
a) Number of complaints pending at the beginning of the year: 0
b) Number of complaints received during the year: 0
c) Number of complaints disposed off during the year: 0
d) Number of cases pending at the end of the year: 0
Risk Management Policy
The Board of Directors has constituted a Risk Management Committee which is entrusted with the responsibility of overseeing various organizational risks. Risk Management Committee is compliant with the Regulation 21 of the SEBI LODR Regulations as regards composition, frequency and quorum of the meetings.
The Board has defined the roles, responsibilities and functions of the Committee. The details of the composition, number of meetings held and attendance thereat during the financial year under review and terms of reference are furnished in the Corporate Governance Report, forming part of the Annual Report.
The Company has formulated a Risk Management Policy and monitors the risk management plan on a periodic basis. The Company has defined a structured approach to manage uncertainty and to make use of these in the decision making in business decisions and corporate functions.
The Risk Management Policy put on the website of the Company and can be accessed at https://ems.co.in/home/images/pdfs/Risk-managment-policy.pdf.
Internal Financial Controls
Your Company has an effective internal financial control system, which is continuously evaluated by the internal and statutory auditors. The internal financial controls are designed to ensure that financial and other records are reliable for preparing financial information and for maintaining accountability of assets. All financial and audit control systems are also reviewed by the Board of the Company.
Internal Auditor
M/s Garg Sanjay Kumar & Associates, Chartered Accountants (Firm Registration No. 007230C), who were appointed as an Internal Auditors of the Company for FY 2023-24, have conducted the internal audits periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and follow- up actions thereon from time to time.
During the financial year 2023-24, they have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
Vigil Mechanism Policy
Pursuant to provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Policy ensures adequate safeguards against victimization of employees who use this mechanism and allows direct access to the Chairman of the Audit Committee. Notably, no employee has been denied access to the Chairman of the Audit Committee as per the Company's policy.
The Whistle-Blower Policy is put on the Company's website and can be accessed at: https://ems.co.in/home/images/pdfs/Vigil-Mechanism-Policy.pdf.
The Company has not received any complaints under the Whistle Blower Policy during the Financial year ended March 31, 2024.
Code of Conduct for Prevention of Insider Trading Practices
The Company has formulated a "Code of Conduct to Regulate, Monitor, Report Trading by Insider" to deter the insider trading in the securities of the Company based on the unpublished price sensitive information.
The Company has adopted a Code of Prevention of Insider Trading with a view to regulating trading in securities by the Promoters, Directors and Designated Persons of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Promoters, Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code is put on the website of the Company and can be accessed at https://ems.co.in/home/images/pdfs/ Code-of-Conduct-to-Regulate-Monitor-and- trading-bv-insders.pdf.
In Compliance with the abovementioned Regulations, Structural Digital Database (SDD) was maintained by the company and necessary entries were made to monitor and record the flow of sharing of Unpublished Price Sensitive Information (UPSI).
All the Directors, employees and third parties (intermediaries and fiduciaries) such as auditors, consultants etc. who could have access to the Unpublished Price Sensitive Information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the Code.
Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year
During the year under review, no application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
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
During the year under review, no such valuation was required to be done.
Significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and company's operations in future
During the period under review, no such order is passed by any Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
Cyber Security Incident
The Company has installed fire walls and other software's to protect against the cyber- crime. The back-ups are also being kept on Cloud to prevent any kind of data loss. No incident relating to cyber security, breaches or loss of data or documents has been reported during the year under review.
Material developments during the financial year 2023-24
Save as mentioned elsewhere in this Report, there was no other material development during the financial year 2023-24.
Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company and the date of this Report.
Directors' Responsibility Statement
Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors confirm:
a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
b) That they had 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 at the end of the financial year and of the profit and loss of the Company for that period;
c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That they had prepared the annual accounts on a going concern basis;
e) That they 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) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Statement of Deviation or Variation
During the financial year, Company has raised the gross amount of Rs 146.24 Crore by way of fresh issue of Equity shares (Other than offer for sale) through Initial Public offering and got listed the equity shares on both the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited, on 21st September 2023.
Pursuant to regulation 32 of SEBI (LODR) Regulations 2015, Company has filed a statement of Deviation or Variation for every quarter to stock exchanges stating that Company is utilizing the raised amount only for the object which was mentioned in the prospectus. Hence, there is no deviation in the utilization of the funds.
Green Initiative
Your Company has implemented the "Green Initiative" to enable electronic delivery of notice/documents/annual reports to shareholders. The Annual Report for the financial year 2023-24 and Notice of the 14th Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/ Depository Participant(s). Members may note that the Notice and Annual Report 2023-24 is also available on the Company's website www.ems.co.in and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.
The above are in compliance with relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, from time to time. The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 14th Annual General Meeting.
Business Responsibility and Sustainability Report (BRSR)
The Business Responsibility & Sustainability Report for the year under review, as required pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, is presented in a separate section and forms an integral part of the Annual Report. The Report provides a detailed overview of initiatives taken by the Company from environmental, social and governance perspectives.
General Disclosure
Your director's state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme
3. Revision of financial statements and Directors' Report of your Company.
Management Discussion and Analysis
Pursuant to Regulation 34(3) of the SEBI LODR Regulations, Management Discussion and Analysis Report for the year under review, is presented in a separate section and forms an integral part of the Annual Report.
Acknowledgements
The Board of Directors takes this opportunity to place on record its appreciation of the significant contribution made by the employees for their dedicated service and firm commitment to the goals & vision of the Company. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Board also wishes to place on record its sincere appreciation for the whole-hearted support received from the government, dealers, distributors, Joint venture partners, vendors and other business associates and from the neighborhood communities of Plant locations. We look forward to continued support of all these partners in the future.
Your director's also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and Shareholders for their cooperation and support extended to the Company.