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Emkay Global Financial Services Ltd.

BSE: 532737 Sector: Financials
NSE: EMKAY ISIN Code: INE296H01011
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VOLUME 2732
52-Week high 139.80
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P/E 18.17
Mkt Cap.(Rs cr) 247
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OPEN 101.40
CLOSE 98.75
VOLUME 2732
52-Week high 139.80
52-Week low 59.60
P/E 18.17
Mkt Cap.(Rs cr) 247
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Emkay Global Financial Services Ltd. (EMKAY) - Director Report

Company director report

Dear Members

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

1. FINANCIAL RESULTS

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

(Rs) (Amount in Lacs)

Particulars

Standalone for the year ended

Consolidated for the year ended

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

2. DIVIDEND

The Board of Directors is pleased to recommend a final dividend at the rate of Rs 1/-(10 %) per equity share of the face value of Rs 10 each for the year ended 31st March2021 (Previous year Rs Nil) per equity share. This would involve a payout of Rs 246.19Lacs (previous year NIL) based on the number of shares as on 31st March 2021. Thedividend would be paid to all the shareholders whose names appear in the Register ofMembers/ list of Beneficial Holders on the Book Closure date. This Dividend is subject toapproval of the Members at the forthcoming 27th Annual General Meeting subject todeduction of tax as may be applicable.

3. REVIEW OF OPERATIONS

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

Standalone

During the year under review your Company recorded a total income of Rs 14594.65 Lacsas compared to Rs 11971.75 Lacs in the previous financial year marking an increase of21.91%. The Profit for the same period stood at Rs 801.46 Lacs as compared to the loss ofRs 1257.86 Lacs in the previous financial year.

Consolidated

During the year under review your Company recorded a total income of Rs 16498.47 Lacsas compared to Rs 13512.72 Lacs in the previous financial year marking an increase of22.10%. The Profit for the same period stood at Rs 1113.29 Lacs as compared to the loss ofRs 1259.36 Lacs in the previous financial year.

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

There have been no material changes and commitments between the end of Financial Year2020-21 and the date of this report adversely affecting the financial position of theCompany.

5. ANNUAL RETURN

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the Company's website at http://www. emkayglobal.com/Investor relations.

6. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

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

Name of the Director Category

Board Meetings during Financial Year 2020-21

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

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

7. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

8. AUDIT COMMITTEE

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

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

9. NOMINATION REMUNERATION AND COMPENSATION COMMITTEE

The Nomination Remuneration and Compensation Committee constituted by the Board incompliance with Section 178 of the Companies Act 2013 and Regulation 19 of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 [SEBI (LODR) Regulations 2015] comprises of Mr. G. C. Vasudeo an IndependentDirector 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 membersof the Committee are Independent Directors except Mr. S. K. Saboo who is a NonExecutiveNon-Independent Director.

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

10. PERFORMANCE EVALUATION

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

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

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

11. AUDITORS AND THEIR REPORT

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

M/s. S. R. Batliboi & Co LLP have confirmed their eligibility and qualificationrequired under section 139 and 141 and other applicable provisions of the Companies Act2013 and the Companies (Audit and Auditors) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force for theircontinuation as statutory auditors.

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

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

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

CHANGE IN ACCOUNTING POLICY

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

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

12. SECRETARIAL AUDIT REPORT

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

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

13. INTERNAL AUDIT

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

The internal control systems are supplemented by extensive internal audits regularreviews by management and standard policies and guidelines to ensure reliability offinancial and all other records to prepare financial statements and other data. TheManagement Information System (MIS) forms an integral part of the Company's controlmechanism. The Company has regular checks and procedures through internal auditperiodically. The reports on internal audit are deliberated and executive summary of thesame along with Action Taken Report (ATR) for steps taken by the Management to address theissues are placed before the Audit Committee meeting/ Board meeting for their review.Reports of internal auditors are reviewed by the Audit Committee and corrective measuresif any are carried out towards further improvement in systems and procedures incompliance with Internal Control System. The Board also recognizes the work of theauditors as an independent check on the information received from the management on theoperations and performance of the Company.

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

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

15. MANAGEMENT DISCUSSION AND ANALYSIS

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

16. PUBLIC DEPOSITS

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

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

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

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

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

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

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

The prescribed particulars of Conservation of Energy Technology Absorption and ForeignExchange Earning and Outgo required under Section 134 (3) (m) read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is attached as "Annexure C" which forms part ofthe Board's Report .

21. LEVERAGING DIGITAL TECHNOLOGY

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

In association with the IT Team the Company with active support from management hasbeen investing time and effort in information technology solutions to demonstratetechnological leadership.

22. BUSINESS RISK MANAGEMENT

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

23. CORPORATE SOCIAL RESPONSIBILITY

In view of applicability of Corporate Social Responsibility (CSR) provisions in theyear 2016-2017 in compliance with the requirements of Section 135 of the Companies Act2013 read with Companies (Corporate Social Responsibility) Rules 2014 the Board at itsmeeting held on May 23 2016 had constituted a Corporate Social Responsibility Committeecomprising three Directors of the Company including one Independent Director. The membersof the Committee are Mr. G. C. Vasudeo Mr. Krishna Kumar Karwa and Mr. Prakash Kacholia.The Company has evolved a Corporate Social Responsibility Policy and is activelypracticing the same. The objectives of CSR Policy are to contribute to social and economicdevelopment of the communities in which the Company operates to improve the quality oflife of the communities through long term value creation for stakeholders and to generatethrough its CSR initiatives a community goodwill for the Company and help reinforce apositive and socially responsible image of the Company as a corporate entity. During FY2020-21 the company has spent an amount of Rs 66.88 lacs on CSR activities through acompany established under section 8 of the Companies Act 2013. There is no unspentoutstanding amount on CSR activities as on 31st March 2021.

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

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a Vigil Mechanism Policy to deal with instances of fraudand mismanagement if any. The policy also provides for adequate safeguards againstvictimization of persons who use such mechanism and makes provision for direct access tothe chairperson of the Audit Committee in all cases. The details of the policy are postedon the website of the Company under the link https://www.emkayglobal.com/investor-relations. There were no complaints received during the year2020-21.

25. DIRECTORS & KEY MANAGERIAL PERSONNEL Appointments

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

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

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

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

The Company has received declaration from Dr. Satish Ugrankar that he meets thecriteria of independence as laid down under section 149(6) of the Companies Act 2013 readwith 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 instituteof Corporate Affairs for inclusion of his name in the Independent Director Data bank. HisRegistration No. is IDDB-DI-202005-026847) and he is eligible for appointment as anIndependent Director of the company.

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

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

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

26. PARTICULARS OF REMUNERATION

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

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Auditors monitor and evaluate the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.

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

28. SUBSIDIARY COMPANIES

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

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

The Consolidated Financial Statements of the Company form part of this Annual Report.Pursuant to the provisions of Section 129 (3) of the Act a statement containing thesalient features of financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company.

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

29. EMPLOYEE STOCK OPTION SCHEMES

With a view to remain a preferred employer the Company had granted Stock Options undertwo Schemes viz. Employees Stock Option Plan 2007 (ESOP 2007) and Employee Stock OptionPlan 2018 (ESOP 2018) to the employees of the Company and the employees of the SubsidiaryCompanies.

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

(a) ESOP 2007

The Nomination Remuneration and Compensation Committee of the Company had grantedstock options under ESOP-2007 scheme to the eligible employees (each option carryingentitlement for one share of the face value of Rs 10/- each. The summary of the same as on31st March 2021 is as under :

Summary of ESOP 2007 as on 31st March 2021:

Total no. of stock options approved under the Scheme 2426575
No. of Options Date of Grant Exercise Price Per Option
1442000 17.01.2008 ' 63/-
244000 19.06.2009 ' 63/-
207500 24.07.2009 ' 61/-
100000 04.05.2010 ' 93/-
611500 27.07.2010 ' 77/-
200000 21.01.2012 ' 37/-
1395000 28.05.2018 *' 145.45 (Re-priced at Rs 75.60)
481000 08.07.2019 ' 74.65
702120 14.11.2019 ' 75.60
61738 14.11.2019 ' 74.65
166740 24.01.2020 ' 70.70
246000 04.02.2021 ' 74.90
Exercise Period 2-3 years
Re-Issued Options 3431023
Total no. of stock options granted under the scheme 5857598
Stock Options lapsed 3857948
Stock Options vested but not exercised 0
Stock Options exercised 241530
Outstanding Stock Options 1758120

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

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

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

The Nomination Remuneration and Compensation Committee of the Company had grantedtotal no. of 647000 options under ESOP-2010 scheme through trust route to the eligibleemployees (each option carrying entitlement for one share of the face value of Rs 10/-each) till date. Summary of the same as on 31.03.2021 is as under.

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

Total no. of stock options approved under the Scheme 2441995
No. of options Date of Grant Exercise Price Per Option
555000 21.10.2010 ' 93/-
27000 02.05.2011 ' 63/-
15000 22.10.2011 ' 48/-
50000 21.01.2012 ' 37/-
Exercise Period 3 years
Total no. of stock options granted under the scheme 647000
Stock Options lapsed 606500
Stock Options vested but not exercised 0
Stock Options exercised 40500
Outstanding Stock Options 0

d) ESOP 2018

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

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

Total no. of stock options approved under the Scheme 2453403
No. of Options Date of Grant Exercise Price Per Option
417760 14/08/2018 ' 133.25
332167 30/10/2018 ' 101.80
412861 08/01/2019 ' 108.20
923380 01/03/2019 108.20 (Re-priced at Rs 75.60)
100000 01/03/2019 ' 72.55
270600 28.05.2019 *Rs 93.20 (Re-priced at Rs 75.60)
24620 08.07.2019 ' 74.65
61738 14.11.2019 *Rs 93.20 (Re-priced at Rs 75.60)
246000 28.08.2020 ' 59.60
30000 07.12.2020 ' 68.20
615667 04.02.2021 ' 59.60
Exercise Period 2 years
Re-Issued Options 89.723
Total no. of stock options granted under the scheme 3434793
Stock Options lapsed 1114548
Stock Options vested but not exercised 0
Stock Options exercised 0
Outstanding Stock Options 2320245

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

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

The disclosures required to be made in the Directors' Report in respect of theaforesaid ESOP Schemes in terms of the SEBI (Share Based Employee Benefits) Regulations2014 are contained in "Annexure F" which forms part of the Board's Report.

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

Pursuant to the provisions of Section 124 and 125 of the Companies Act 2013 theCompany has transferred on due dates the unpaid or unclaimed dividends upto the financialyear 2011-2012 to the Investor Education and Protection Fund (IEPF) established by theCentral 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 unclaimedamounts lying with the Company.

Further in terms of the provisions of section 124(6) of the Companies Act 2013 readwith The Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 notified by the Ministry of Corporate Affairs New Delhi w.e.f. 7thSeptember 2016 and further notifications issued by Ministry of Corporate Affairsamending the Investor Education and Protection Fund Authority (Accounting Audit Transferand Refund) Amendment Rules 2017 which has come into force w.e.f. 28th February 20173105 shares in respect of which dividend had not been paid or claimed for sevenconsecutive years or more as provided under subsection (6) of Section 124 have beentransferred to the Special Demat Account of IEPF Authority as on 31st March 2021.

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

31. PARTICULARS OF EMPLOYEES

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

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

Company during working hours and any member desirous of obtaining such information maywrite to the Secretarial Department of your Company and the same will be furnished onrequest.

32. CORPORATE GOVERNANCE REPORT

The Company adheres to the principles of Corporate Governance mandated by theSecurities and Exchange Board of India and has implemented all the prescribed stipulationsthereof. As stipulated in Regulation 27 of the SEBI (LODR) Regulations 2015 a detailedreport on Corporate Governance and the requisite Auditor's Certificate confirmingcompliance with the conditions of Corporate Governance is appended as "AnnexureG" which forms part of the Board's Report.

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

During the year no significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.

34. LISTING WITH STOCK EXCHANGES

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

35. ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere gratitude to thecustomers bankers and other business associates for the continued cooperation andpatronage. Your Directors gratefully acknowledge the ongoing co-operation and supportprovided by the Government Regulatory Bodies and the Stock Exchanges. Your Directorsplace on record their deep appreciation for the exemplary contribution made by theemployees at all levels. The Directors also wish to express their gratitude to the valuedshareholders for their unwavering trust and support.

For and on behalf of the Board of Directors

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

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