EKI Energy Services Ltd.
|BSE: 543284||Sector: Others|
|NSE: N.A.||ISIN Code: INE0CPR01018|
|BSE 00:00 | 25 Nov||1427.90||
|NSE 05:30 | 01 Jan||EKI Energy Services Ltd|
|Mkt Cap.(Rs cr)||3,927|
|Mkt Cap.(Rs cr)||3926.72|
EKI Energy Services Ltd. (EKIENERGY) - Director Report
Company director report
Your Director's are pleased to present the 11th Annual Report onbusiness and operations of your Company along with the audited financial statements forthe year ended March 31 2022.
(Rs. In Lakh)
PERFORMANCE REVIEW & COMPANY AFFAIRS
The Company's total revenue for the year under review amounted toRs. 180131.43 Lakhs as compared to Rs. 19101.83 Lakhs of the previous year. The Profitbefore Tax for the year under review amounted to Rs. 51581.99 Lakhs as compared to Rs.2491.57 Lakhs of the previous year. The Profit after Tax for the year under reviewamounted to Rs. 38336.29 Lakhs as compared to Rs. 1869.51 Lakhs of the previous year.
The Authorised share capital of the Company is Rs. 80000000comprising of 8000000 Equity Shares of Rs. 10 each. The issued subscribed and paid-upShare Capital of the Company stood at Rs. 6.87.40.000 as at March 31 2022 comprising of68.74.000 Equity Shares of Rs. 10 each fully paid- up.
During the year the authorized share capital of the Company increasedfrom Rs. 75000000 to Rs. 80000000. This includes the increase pursuant to ESOPscheme for issuance of shares to employee of the Company.
The closing balance of general reserves as on March 31 2022 is Rs.38877.88 Lakhs.
In March 2022 your directors declared an interim dividend of Rs. 20per equity share of Rs. 10 each. The interim dividend was paid in April 2022.
The total dividend for the year is Rs. 20 per equity share as againstRs. 1 per equity share for the previous year.
LISTING OF SHARES
The Equity Shares of the Company was listed on BSE SME Ltd. as on March31 2022.
However the Company has migrated its Equity Shares from BSE SMEPlatform to BSE Main Board w.e.f. July 4 2022.
The Equity Shares of the Company are presently listed at BSE Ltd.Further the Company has paid listing fees to BSE Ltd. for the year 2021-2022.
During the year under review your Company has not accepted anydeposits from public in accordance with the Provisions of Section 73 and 74 of theCompanies Act 2013 & rules made thereunder.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review your Company contributed to identifiedsocial sectors in urban and rural areas in education sector through Raginiben BipinchandraSevakarya Trust.
During the year under review the Company has spent Rs. 2119000 whichis over 2% of the average net profits of last three financial years on CSRactivities.
Further details on the prescribed CSR spend under Section 135 of theCompanies Act 2013 and the amount committed and disbursed during the year under revieware provided in the Annual Report on CSR activities annexed to this report as AnnexureI.
The CSR Policy indicating the activities to be undertaken by theCompany is annexed herewith as Annexure II.
SUBSIDIARY AND ASSOCIATE COMPANIES
In accordance with the provisions of Section 136 of the Companies Act2013 the annual report annual financial statement and the related documents of thesubsidiaries are placed on the website of the Company. Shareholders may download theannual financial statements and detailed information of the subsidiary companies from theCompany's website or may write to the Company for the same.
The Company has Four (4) Subsidiaries as on March 31 2022.
i. EKI Energy Services Ltd (EKIESL) and Shell Overseas Investments B.V.(The Netherlands) a unit of Shell pic. have joined hands to develop operations innature-based sector (NBS) in India. As a part of their Joint Venture a Company in name ofAmrut Nature Solutions Private Ltd. (ANSPL) is incorporated as Subsidiary of EKIESL.
ii. On December 12 2021 a Company named as EnKing International FZCODubai was incorporated as a wholly owned subsidiary of EKIESL in the territory of Dubai.To expand the business in global carbon market & Western Asia.
iii. On January 06 2022 GHG Reduction
Technologies Private Limited was incorporated as a Subsidiary Companyof EKIESL.
The new company will oversee for the backward integration ofcarbon credit supply through implementation of EKIESL's community development project- the Green Cooking initiative.
The new company will offer carbon offset solutions in a phasedmanner starting from the manufacturing of cook stoves to the subsequent generation andsupply of carbon credits to companies globally.
iv. During the year the Company acquired 51% stakes in Glofix AdvisoryServices Private Limited to expand business in the field of environment and to setstandards for carbon footprints through Al technology and implementation of software insustainability.
v. During the year the Company establishes a stronger presence inEurope with establishment of a branch office in Switzerland. With this the company willexpand its footprint and business operations across Europe servicing clients in the regionwith a comprehensive bouquet of best-in-class climate solutions. The company will nowdeliver services in both the compliance and voluntary carbon markets across Europe.
vi. During the year the Company has established a laisoing office inTurkey to expand its presence in Turkey which is the biggest carbon market across theGlobe.
Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement containing salient features of Financial Statements of subsidiarycompanies of the Company in Form AOC-1 forms part of the Annual Report. The FinancialStatements of the subsidiaries of the Company are available on the website of the Company(www. Enkingint.org). Financials of the Company and its subsidiaries shall also beavailable for inspection by members of the Company at its Registered office.
PARTICULAR OF EMPLOYEES
The information in accordance with the provisions of Section 197(12) ofthe Companies Act 2013 read with Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure III to thisReport.
PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF EMPLOYEEAT THE WORKPLACE
The Company has a Prevention of Sexual Harassment Policy in force forall of its employees in terms of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The objective of this policy is to ensure a safesecure and friendly work environment where employees will deliver their best without anyinhibition threat of fear. The company has constituted Internal Complaints Committee(ICC) as per the requirement of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. No complaints were reported during the year underreview under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES
The Company has not made any loans or provided guarantees andsecurities covered under the provisions of Section 186 of the Companies Act 2013.However full particulars of the investments made by the Company during the financial yearunder review covered under the provisions of Section 186 of the Companies Act 2013 hasbeen furnished in Note No : 14 of the notes to accounts which forms part of the financialStatements of the Company.
PARTICUALR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particular of contracts or arrangements with related parties areprescribed in Form No. AOC- 2 in accordance with the Companies (Accounts) Rules 2014 isannexed to this report as Annexure IV as per the provisions of section 188(1) ofthe Act. Details of related party transactions are given in the notes to the financialstatements.
The policy on Related Party Transactions of the Company ensures properapproval and reporting of the concerned transactions between the Company and its relatedparties. The policy on Related Party Transactions is placed on the Company's website.
All the related party transactions were placed before the AuditCommittee for approval wherever applicable. Audit Committee has granted prior omnibusapproval forthe related party transactions which cannot be foreseen and accordingly therequired disclosures are made to the Committee on quarterly basis for its approval.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO
During the year under review earnings in foreign currency stood at Rs.177790.59 Lakhs and expenditure in foreign currency stood at Rs. 46933.24 Lakhs. TheCompany is in business of consultancy & supply of Carbon Credit and hence itsoperations are not energy intensive. The Company is cognizant of the importance ofimbibing measures towards optimum energy utilization and conservation.
EMPLOYEE STOCK OPTION SCHEME (ESOS)
During the year under review your Company has introducedEESL-Employees Stock Option Plan 2021 to provide benefits to the employee of the company.
Presently stock options granted to the employees operate under thefollowing scheme EESL- Employees Stock Option Plan 2021. There has been variation in theterms of the scheme the same has been placed before Members for approval in the notice ofmeeting forming part of this report. The scheme are in compliance with the SEBI (Share
Based Employee Benefits) Regulations 2014.
During the year the Company approved the grant of 43120 stock optionsrepresenting 43120 equity shares of Rs. 10 each to eligible employees and directors ofthe Company under EESL-Employees Stock Option Plan 2021. The exercise price wasdetermined in accordance with the pricing formula approved by the Board.
The options are exercisable over a period of three years from the dateof their respective vesting. None of the options have vested during the year. Furtherdetails are disclosed on the website of the Company.
UNCLAIMED DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTIONFUND
As at March 31 2022 dividend amounting to Rs. 32000 had not beenclaimed by shareholders of the Company. The Company has taken various initiatives toreduce the quantum of unclaimed dividend.
Unclaimed dividend amounting to Rs. 200 for FY 2011-12 is due fortransferred to the IEPF on October 07 2019. However the concerned shareholders may claimthe unclaimed dividend and shares from IEPF the procedure for which is detailed in theInvestor section on website.
The unclaimed dividend in respect of FY 2020- 21 must be claimed byshareholders on or before September 07 2028 failing which the Company will betransferring the unclaimed dividend and the corresponding shares to the IEPF within aperiod of 30 days from the said date.>
CHANGE IN ACCOUNTING POLICIES
During the year under review the Company has voluntarily adoptedIndian Accounting Standard (INS-AS) - to be implemented from the financial year 2022-23to enhance the investor's ability to compare the investments on a global basis.
DIRECTORS & KEY MANAGERIAL PERSONNEL
a) Board of Directors
During the year under review
Ms. Sonali Sheikh Whole Time Director and Chief FinancialOfficer (CFO) of the Company resigned as CFO of the Company with effect from October 12021. The board placed on record her appreciation for the invaluable guidance and servicesprovided by her during her association as CFO. However Ms. Sonali Sheikh shall continueher appointment as Whole Time Director of the Company.
Mr. Mohit Agarwal has been appointed as the Chief FinancialOfficer of the Company w.e.f. October 1 2021 In accordance with the provisions of theAct.
During the year under review no director has been appointed on theBoard of the Company or has resigned from the Board of the Company. Hence there is nochange in the structure of Board during the financial As required under Section 149(7) ofthe Companies Act. 2013 read with SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations 2018 the Independent Directors have given the necessarydeclaration of their independence in terms of the conditions laid down under Section149(6) of the Companies Act 2013 the Board have taken on record there declarations afterundertaking the due assessment of the veracity of the same.
In accordance with the provisions of Section 152 of the Companies Act2013 and the Articles of Association of the Company Mr. Naveen Sharma (DIN: 07351558 )Whole Time Director who is liable to retirement by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The said Director is notdisqualified from being re- appointed as a Director of a Company as per the disclosurereceived from him pursuant to Section HHH 164(2) of the Companies Act 2013. Yourdirectors recommend their approval.
Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on date are Mr. Manish Kumar Dabkara - ManagingDirector Mr. Naveen Sharma - Whole Time Director Ms. Sonali Sheikh - Whole TimeDirector Mr. Mohit Agarwal - Chief Financial Officer and Ms. Itisha Sahu - CompanySecretary and Compliance Officer.
meeting of directors
The Board of Directors met 11(eleven) times during the financial yearended March 31 2022 in accordance with the provisions of the Companies Act 2013 andrules made thereunder. The Details of the meetings held are provided in the Report of theHHBH Directors on Corporate Governance which forms part of this report.
The Audit Committee of Directors was constituted pursuant to theprovisions of Section 177 of the Companies Act 2013.
The Audit Committee met 7 (Seven) times during the financial year endedMarch 31 2022. The Details of the meetings held are provided in the Report of theDirectors on Corporate Governance which forms part of this report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of Directors was constitutedpursuant to the provisions of Section 178 of the Companies Act 2013.
The Nomination and Remuneration Committee met 4 (Four) times during thefinancial year ended March 31 2022. The Details of the meetings held are provided in theReport of the Directors on Corporate Governance which forms part of this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of Directors was constitutedpursuant to the provisions of Section 178 of the Companies Act 2013.
The Stakeholders Relationship Committee met 4 (Four) times during thefinancial year ended March 31 2022. The Details of the meetings held are provided in theReport of the Directors on Corporate Governance which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the provisions of Section 135 of the Act read with Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors hasconstituted a Corporate Social Responsibility (CSR) Committee.
The Corporate Social Responsibility (CSR) Committee met 2 (Two) timesduring the financial year ended March 31 2022. The Details of the meetings held areprovided in the Report of the Directors on Corporate Governance which forms part of thisreport.
a. Statutory Auditor
M/s D. N. Jhamb and Company Chartered Accountants (Firm RegistrationNo.0019675C) were appointed as Statutory Auditors of the Company at the Annual GeneralMeeting held on November 11 2020 for a term of 5 consecutive years commencing from April1 2019 to March 31 2024.
The Auditor's Report does not contain any qualificationreservation or adverse remark or disclaimer and no explanation on part of the Board ofDirectors is called for.
b. Secretarial Auditor
During the year Company has appointed M/s. Ruchi Joshi & Co. (CPNo. 14971) (M. No. 8570) Practicing Company Secretary to conduct Secretarial Audit forthe Financial Year 2021-22 however the respective firm has resigned with effect fromApril 212022 for the aforementioned services due to some unavoidable reasons.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed Messrs Vinod Kothari & Company practicing Company secretaries toundertake the secretarial audit of the Company for the financial year 2021-22.
The secretarial audit report issued by Messrs Vinod Kothari &Company Practicing Company Secretaries in Form MR-3 for the financial year 2021-22forms part of the Directors Report as Annexure V.
The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer requiring explanation.
c. Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act 2013read with Rule 13 of the Companies (Accounts) Rules 2014 M/s Arora Banthiya andTulsiyan (FRN No: 007028C) Chartered Accountants was appointed as an Internal Auditorofthe Company forthe Financial year 2021-22 based on the recommendation of the AuditCommittee of the Company.
Further based on the recommendation of the Audit Committee of theCompany the Board in its meeting held on March 28 2021 appointed M/s Protiviti IndiaMember Private Limited as Internal Auditor of the Company for the financial year 2022-23.
d. Cost Auditor
The Provisions of section 148 of the Companies Act 2013 read with Rule14 of the Companies (Audit & Auditors) Rules 2014 relating to the cost audit are notapplicable to the Company during the period under review.
e. Reporting of Frauds by Statutory Auditors under Section 143(12).
During the year under review there were no incidences are reported offrauds by Statutory Auditors of the Company under Section 143(12) of the Act read withCompanies (Accounts) Rules 2014.
Pursuant to the provisions of Section 177(9) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 a listedCompany and every such class of companiesas prescribed thereunderare required to frame aVigil Mechanism to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The Company has framed an appropriate Vigil mechanism policy andfurther re-affirms that the Company is committed to adhere to the highest standards ofethical moral and legal conduct of business operations.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3) (c) read with Section 134 (5)of the Companies Act 2013 in relation to the audited financial statements of the Companyfor the year ended March 31 2022 the Board of Directors hereby confirms that:
a) In the preparation of the annual accounts for the year ended March31 2022 the applicable accounting standards read with requirements set out under scheduleIII to the act have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2022and of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors have prepared the annual accounts on a going concernbasis;
e) The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls withreference to financial statements. All the transactions are properly authorized andrecorded. The Company is following all the applicable Accounting Standards for properlymaintaining the books of accounts and reporting in financial statements. The InternalAudit is conducted by outside auditing firms which evaluate the functioning and quality ofinternal controls and check; and provides assurance of its adequacy and effectiveness. TheInternal Audit Reports are actively reviews by the Audit Committee and adequate remedialmeasures if any are taken. The Internal Audit Reports are also reviews by the Board ofDirectors periodically. During the year no reportable material weaknesses in the designor operations were observed.
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) ofthe Companies Act. 2013 the copy of Annual Return of the company as on March 31. 2022 isplaced on the website of the company at the following web -address: https://enkingint.org/wp-content/uploads/2022/08/MGT-7_Annual- Return_Final.pdf
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY FROM THE FINANCIAL YEAR END TILL THE DATE OF THIS REPORT
There are no material changes and commitments which could affect theCompany's financial position have occurred between the end of the financial year ofthe Company and date of this report.
COMPLIANCE WITH SECRETARIAL STANDARDS
As per SEBI Listing Regulations the Corporate Governance Report withthe Auditors' Certificate thereon and the Management Discussion and Analysis areattached which forms part of this report.
The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.
Other disclosures as per provisions of Section 134 of the Act read withCompanies (Accounts) Rules. 2014 are furnished as under:
1. No orders have been passed by any Regulator or Court or Tribunalwhich can have impact on the going concern status and the Company's operations infuture.
2. The Company has not issued any sweat equity shares during the yearunder review and hence no information as per provisions of Section 54(1)(d) of the Actread with Rule 8(13) of the Companies (Share Capital and Debenture) Rules. 2014 isfurnished.
3. During the year under review there were no applications made orproceedings pending in the name of the Company under the Insolvency Bankruptcy Code. 2016.
4. During the year under review there has been no one time settlementof Loans taken from Banks and Financial Institutions.
ACKNOWLEDGEMENTS AND APPRECIATION
The directors place on record their gratitude for the support ofvarious regulatory authorities including. SEBI. the Bombay Stock Exchange (BSE). Ministryof Corporate Affairs. Registrar of Companies. National Securities Depository Limited andCentral Depository Services (India) Limited.
The Company acknowledges the role of all its key stakeholders -shareholders clients. Channel partners and other stakeholders for their continuedsupport to the Company. Your directors place on record their appreciation for the hardwork and dedication of all the employees and support services of the Company and theco-operation of all its subsidiary and associate companies especially during thedifficult times of the pandemic.