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You can view full text of the latest Director's Report for the company.

BSE: 544166ISIN: INE0SDC01012INDUSTRY: Auto Ancl - Others

BSE   ` 81.34   Open: 81.34   Today's Range 81.34
81.34
+0.00 (+ 0.00 %) Prev Close: 81.34 52 Week Range 68.99
264.00
Year End :2024-03 

Your Directors have pleasure in presenting before you their 1st Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2024.

FINANCIAL RESULTS

The financial results of the Company for the 1st Financial year under review are summarized for your consideration:

(Amount in INR)

Particulars

Standalone

1st FY ending on

31.03.2024

Consolidated

1st FY ending on

31.03.2024

Gross Income

412390875

412829835

Expenses

336611106

337306103

Profit Before Interest and Depreciation

75779769

75523732

Finance Cost/Interest

8305040

8500343

Depreciation

9701907

10059681

Net Profit Before Tax

57772822

56963708

Provision for Tax

15112216

16080738

Net Profit After Tax

42660606

40882970

STATE OF COMPANY’S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS

This is the first financial year of the company. Our Company was originally formed as a partnership firm under the Indian Partnership Act, 1932 (“Partnership Act”) in the name and style of “M/s. Emmforce Inc.”, pursuant to a Deed of Partnership dated September 25, 2012 and it was thereafter converted from Partnership Firm to a Limited Company under Part I chapter XXI of the Companies Act, 2013 with the name and style of “Emmforce Autotech Limited” on October 13, 2023. Thereafter the company applied for listing its securities on SME Platform of BSE Limited and got listed on 29.04.2024.

SUMMARY OF BUSINESS

Our company is engaged in the business of manufacturing niche automotive drivetrain parts like Differential Housings, Differential Lockers, Differential Covers,4WD Locking Hubs, Spindles, Axles & Shafts, Gear Shifters, Yokes, Differential Spools, Differential Tools and various differential forged / cast parts primarily for 4-wheel Drive and performance racing vehicles. The company has been engaged in exports ever since its inception. We have established itself as a manufacturer of Drivetrain Parts in India and is one stop shop for quality cost competitive drivetrain parts and providing out-of-the-box solutions to its customers through designing and development of complex / special parts.

SHARE CAPITAL

At the time of incorporation the initial authorized, issued, subscribed and paid up capital of the company was Rs. 15,00,00,000 consisting of 1,50,00,000 equity shares of Rs. 10 each.

This Authorized capital was increased to ?21,00,00,000 (Twenty One Crore) divided into 2,10,00,000 (Two Crore Ten Lakhs) Equity Shares of ?10 each pursuant to a resolution passed by our Shareholders in ExtraOrdinary General Meeting held on November 1,2023. As on 31.03.2024 the issued, subscribed and paid up capital of the company was Rs. 15,00,00,000 only.

Thereafter in 2024-25, the company came out with Initial Public Offer on SME platform of BSE Limited for 54,99,600 equity shares of Rs. 10 each at a premium of Rs. 88 each which was fully subscribed.

The present issued, subscribed and paid-up share capital of the company as on date of this report is Rs. 20,49,96,000 consisting of 2,04,99,600 equity shares of Rs. 10 each.

- The Company has not bought back any of its securities during the year under review.

- The Company has not issued any Sweat Equity Shares or Employee Stock Option Schemes during the year under review.

- No Bonus Shares were issued during the year under review.

- The company has not issued any shares with differential voting rights during the financial year.

DIVIDEND

This is the first year of incorporation of the company after its conversion from partnership firm to a limited company. The directors have not recommended any dividend for the current financial year.

RESERVES

Entire amount of Net Profit of Rs. 426.61 lakhs has been transferred to Profit and Loss Surplus account, which appears under the head “Reserves and Surplus.” No amount has been transferred to any other reserves.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds pending which were required to be transferred to Investor Education and Protection Fund (IEPF).

DIRECTORS & KEY MANAGERIAL PERSONNEL

The company was formed after conversion of partnership firm into a public limited company. The Board of directors of the company are as under:

Mr. Ashok Mehta: Managing Director Mr. Azeez Mehta: Wholetime Director & CFO Mrs. Neetu Mehta: Non Executive Woman Director Mr. Raman Tewari: Independent Director Mr. Manish: Independent Director

Mrs. Neetu Mehta was earlier appointed as Wholetime Director of the company. Subsequently she resigned from the office of wholetime director and continued as Non-Executive director w.e.f. 16.10.2023.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Neetu Mehta, Director of the Company retires by rotation in the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

As at the end of the financial year under review, the Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name

Designation

Mr. Ashok Mehta

Managing Director

Mr. Azeez Mehta

Wholetime Director cum Chief Financial Officer

Ms. Parul Gupta

Company Secretary

• Mr. Ashok Mehta, appointed as Chairman & Managing Director w.e.f. October 13, 2023

• Mrs. Neetu Mehta, appointed as Whole Time Director w.e.f. October 13, 2023. Further, she was Redesignated as Non-Executive Director w.e.f. October 16, 2023

• Mr. Azeez Mehta appointed as Whole Time Director w.e.f. October 13, 2023 and also designated as Chief Financial Officer w.e.f. November 1,2023.

• Mr. Raman Tewari appointed as Independent Director w.e.f. November 02, 2023.

• Mr. Manish appointed as Independent Director w.e.f. October 20, 2023.

• Ms. Parul Gupta was appointed as Company Secretary and Compliance Officer of the company w.e.f. December 1, 2023.

NUMBER OF MEETINGS OF BOARD

During the year 2023-24, 10 (Ten) Board Meetings were held. The details regarding the dates of such Board Meetings along with the attendance of directors therein is provided hereunder:

Sr. No.

Date of Board Meeting

No. of Directors entitled

Attendance of Directors

1

13.10.2023

3

3

2

16.10.2023

3

3

3

20.10.2023

3

3

4

28.10.2023

4

4

5

01.11.2023

4

4

6

10.11.2023

5

4

7

01.12.2023

5

5

8

05.12.2023

5

4

9

26.12.2023

5

4

10

14.03.2024

5

4

Apart from the Board meetings, as per the provisions of Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors of the company was held on 14.03.2024 which was attended by both the Independent Directors.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and in order to comply with the requirement of Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, an Audit Committee is duly constituted. The Audit Committee as on March 31,2024 comprises of the following Directors:

Mr. Raman Tewari

Chairman

Non-Executive Independent Director

Mr. Manish

Member

Non-Executive Independent Director

Mr. Ashok Mehta

Member

Managing Director

Ms. Parul Gupta, the Company Secretary of the company acts as the Secretary of the Audit committee.

All members of audit committee are financially literate. 1 (One) audit committee meeting was held on 1st November 2023 in the financial year ending 31.03.2024.

Name of the Members of Audit committee

No. of held

meetings

No. of Meetings attended

Mr. Raman Tewari

1

1

Mr. Manish

1

1

Mr. Ashok Mehta

1

1

Terms of reference of the Audit Committee are as per the governing provisions of the Companies Act (Section 177) & the Listing Regulations (Part C of Schedule II) and inter alia includes:

1. Oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to;

• matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013

• changes, if any, in accounting policies and practices and reasons for the same

• major accounting entries involving estimates based on the exercise of judgment by management

• significant adjustments made in the financial statements arising out of audit findings

• compliance with listing and other legal requirements relating to financial statements

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

21. To review the functioning of the whistle blower mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of section 178 of the Companies Act, 2013, Nomination & Remuneration Committee as on March 31,2024 comprises of the following Directors

Mr. Manish

Chairman

Non-Executive

Director

Independent

Mr. Raman Tewari

Member

Non-Executive

Director

Independent

Mrs. Neetu Mehta

Member

Non-Executive Director

Ms. Parul Gupta, Company Secretary of the company acts as the Secretary of the Nomination & Remuneration committee.

Terms of Reference of the NRC Committee are as follows:

• Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance

• Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors

• Determine our Company's policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

• Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors

• Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose

• Decide the amount of Commission payable to the Whole Time Directors

• Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and

• To formulate and administer the Employee Stock Option Scheme

Two NRC meetings were held on 1st November 2023 and 1st December 2023 during the financial year ended on 31.03.2024. The details of meeting held of the Nomination and Remuneration Committee is as under:

Name of the Members of Nomination and remuneration Committee

No. of meetings held

No. of Meetings attended

Mr. Manish

2

2

Mr. Raman Tewari

2

2

Mrs. Neetu Mehta

2

2

REMUNERATION OF DIRECTORS

Remuneration paid to Directors is decided by the Board on the recommendations of the Nomination and Remuneration Committee and approved by the shareholders at General Meetings.

The remuneration to directors during the year under review is as under:

Sr. No.

Name

Designation

Remuneration

1

Ashok Mehta

Managing Director

Rs. 50,00,000

2

Azeez Mehta

Wholetime Director cum Chief Financial Officer

Rs. 28,42,206

Apart from the above stated, there have been no other material pecuniary relationships or transactions by the Company with Non-executive directors during the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Stakeholders Relationship Committee is duly constituted with following composition as on March 31,2024

Mr. Ashok Mehta

Chairman

Managing Director

Mrs. Neetu Mehta

Member

Non-Executive Director

Mr. Manish Verma

Member

Independent Director

Ms. Parul Gupta, Company Secretary of the company acts as the Secretary of the Stakeholders Relationship committee.

The details of Meetings attended by the members during the year are given below:

Name of the Members of Stakeholder Relationship Committee

No. of meetings held

No. of Meetings attended

Mr. Ashok Mehta

1

1

Mrs. Neetu Mehta

1

1

Mr. Mansih Verma

1

1

Terms of Reference of the Committee are as follows:

• Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

• Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

• Review the process and mechanism of redressal of Shareholders' /Investor's grievance and suggest measures of improving the system of redressal of Shareholders' /Investors' grievances

• Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties

• Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them

• Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

• Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

• Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

During the financial year, no investor complaints or grievances were received by the company and no such complaints were pending for redressal at the end of the financial year.

CODE OF CONDUCT

The Board has laid down a well-defined Code of Ethics and Conduct (the "Code") to be followed by Board members and senior management of the Company. Duties of independent Directors, as specified under Companies Act, 2013, have been incorporated in the code. The code is available on the website of the company (www.emmforce.com). All the Board members and Senior Management Personnel have affirmed compliance with the code. A declaration signed by the Managing Director to this effect is enclosed at the end of this report.

The Code is available on the website of the Company. In accordance with the Listing Regulations, all Directors and Senior Management personnel have affirmed compliance with this Code. A declaration signed by the Managing Director to this effect forms part of this report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 read over with Regulation 25 of SEBI (LODR) Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place “Policy for Prevention and Redressal of Sexual Harassment” in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as ‘the said Act') and Rules made there under. As per the provisions of Section 4 of the said

Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) at the Registered Office of the Company to deal with the Complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report in details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr.

No. of cases pending as on the

No. of complaints filed

No. of cases pending as on the

No.

beginning of the financial year

during the financial year

end of the financial year under

under review

under review

review

1.

NIL

NIL

NIL

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The shares of the company have been listed on SME Platform of BSE Limited w.e.f. 29.04.2024. Other than that there is no material changes or commitments, effecting the financial position of the Company happening between the end of the Financial Year of the Company and date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure-1 to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Company's business

b. Generally in the class of business in which the Company has an interest CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, (LODR Regulations) the regulations 17-27 of the LODR Regulations pertaining to requirements of Corporate Governance are not applicable to the company. Hence the report on Corporate Governance is not applicable to the company.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure-2, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as Annexure-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure-4 forming part of this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:

Criteria for evaluation of the Board of Directors as a whole:

The Frequency of Meetings Quantum of Agenda Administration of Meetings

Flow and quantity of Information from the Management to the Board Number of Committees and their role.

Overall performance of the Company

Criteria for evaluation of the Individual Directors including Independent Directors;

Experience and ability to contribute to the decision making process Problem solving approach and guidance to the Management Attendance and Participation in the Meetings Personal competencies and contribution to strategy formulation

Contribution towards statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 14.03.2024 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors. The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance. The Directors express their satisfaction with the evaluation process.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Emmforce Mobility Solutions Private Limited (EMSPL) has become the subsidiary of the company w.e.f. December 19, 2023. Report on the performance and financial position of the subsidiary in the specified format AOC-1 is annexed to the Directors' Report as Annexure -5.

STATUTORY AUDITORS

M/s Vijay Jindal & Associates, Chartered Accountants, Chandigarh, were appointed as first Statutory Auditors of the Company to conduct the audit for financial year ending 31.03.2024. In the ensuing Annual General Meeting they are being appointed as statutory Auditors for next five years.

STATUTORY AUDITORS REPORT

The Auditors' Report being self-explanatory requires no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2023-24.

SECRETARIAL AUDITORS AND THEIR REPORT

The provisions of Secretarial Audit were not applicable to the company for the financial year ended 31.03.2024. In the current financial year 2024-25, the company got listed and provisions of secretarial audit have become applicable. The Board has appointed Mr. Kanwaljit Singh, a Company Secretary in practice having CP no. 5870, as Secretarial Auditor of the Company for the financial years 2024-25 to 2029-30.

COST AUDIT

As per the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, the requirements for the appointment of the Cost Auditors and the cost audit report are not applicable to the company during the financial year.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the financial year ending 31.03.2024 are forming part of this annual report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Act, the Company has a well placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company and also the comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically as per the Risk Management Policy of the Company, framed in terms of the Companies Act, 2013. The risks faced by the Company and their minimization procedures are assessed by the Board. Further, the Company identifies risks, and control systems are instituted to ensure that the risks in each business process are mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular basis. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year ending 31.03.2024 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is nil. There was no non-compliance of requirement of Chapter V of Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUSAND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards on meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates, business model of the Company and related matters are communicated to the Independent Directors from time to time and are available on the website of the company at https://emmforce.com/wp-content/uploads/2023/11/Familization-Programmes.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility were not applicable to the company during the financial year 2023-24.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the website of the company at www.emmforce.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year the company has made investment in its subsidiary Emmforce Mobility Solutions Private Limited by acquiring 32,00,000 equity shares of Rs. 10 each.

The company has also extended unsecured loan to its subsidiary Emmforce Mobility Solutions Private Limited.

Details of Loans

Sr.

No.

Name of Entity/Person

Amount

Purpose

1

Emmforce Mobility Solution Private Limited

1,21,50,000

For meeting the working capital requirements of the subsidiary.

Details of Guarantees

Sr.

No.

Name of Entity/Person

Amount

Purpose

1

Nil

Details of Investments

Sr.

No.

Name of Entity/Person

Amount in Rs.)

Purpose

1.

Emmforce Mobility Solution Private Limited

3,20,00,000

Acquisition of shares of the company for meeting the working capital requirements of the subsidiary

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions that were entered into during the financial year were at arm's length, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There were no material transactions made by the Company during the year that would have required Members' approval.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with related party transactions as approved by the Board of Directors. The detail of related party transactions is attached as Annexure-6 in AOC-2.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of and also in terms of Regulation 4 (2) (d) and Regulation 22 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors 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) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDUSTRIAL RELATIONSHIPS

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads are placed before the Board every quarter confirming compliance by the Company with all applicable Laws.

LISTING AND LISTING REGULATIONS

The equity shares of the company are listed on the SME Platform of BSE Limited (BSE). The Company has also formulated the Policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable being listed on SME Platform.

The company is regular in paying the listing fee.

INSIDER TRADING

The Board of Directors has adopted The Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading policy of the company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation.

DEMATERIALIZATION OF SHARES

The Company's Equity Shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. The entire shareholding of the company is in dematerialized form. M/s Link Intime India Pvt. Ltd, is acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS 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).

SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

The details of dues towards Micro, small and medium enterprises is nil.

ONE TIME SETTLEMENTS

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the company itself under the IBC before the NCLT.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation to valued Clients, Bankers, Statutory Authorities and Employees of the company for their continued support & co-operation.