Composition Of Board

The Company has an optimum combination of Executive and Non-Executive Directors in its Board and comprises of nine Directors, each having expertise in their field of operation including one Woman Director. The total number of NonExecutive Directors is more than 50% of the total number of Directors which is in conformity with the requirement of Regulation 17 (1) (a) of SEBI (LODR) Regulations, 2015.

The Chairman of the Board is a Non- Executive Independent Director, and there is optimum combination of more than one third of board as independent directors as per Regulation 17 (1) (b) of the SEBI (LODR) Regulations, 2015.

The brief profile of each Director is given below:

Mr. S. K. Saboo (Non-Executive Chairman, Non Independent Director)

Mr. Sushil Kumar Saboo has more than 50 years of management experience. Presently he is the Group Advisor (Chairman’s Office) for Aditya Birla Group, one of the premier business groups of India.

Mr. R. K. Krishnamurthi (Non-Executive, Independent Director)

Mr. R. K. Krishnamurthi, a Solicitor in the Mumbai High Court and the Supreme Court of England, has a rich and wide experience of over 45 years in the field of Law. He is a retired Partner of Mulla & Mulla Craigie Blunt & Caroe, a reputed firm of Advocates, Solicitors and Notaries.

Mr. G. C. Vasudeo (Non-Executive, Independent Director)

Mr. G. C. Vasudeo is a fellow member of the Institute of Chartered Accountants of India, The Institute of Company Secretaries of India, an Associate member of The Institute of Cost and Works Accountants of India and a Law Graduate from the University of Mumbai. He has a wide and rich industrial experience of over 39 years. He is presently the Whole Time Director & Country Manager of SI Group – India Private Limited and is in charge of Corporate Finance, Accounts and Information Technology. He has been instrumental in the restructuring of the Group and also in Mergers and Acquisitions within the Group.

Dr. Satish Ugrankar (Non Executive Independent Director)

Dr. Satish Ugrankar was appointed as an Independent Director of the Company at the 22nd Annual General Meeting held on 10th August, 2016, not liable to retire by rotation, to hold office for a term of five consecutive years commencing from 10th August, 2016. Dr. Satish Ugrankar is M.S., D’ORTH (CPS), and F.C.P.S. (CPS), (Mumbai) and practicing since last 41 years. He is on the Board of FDC Limited.

Mr. Krishna Kumar Karwa (Managing Director, Promoter)

Mr. Krishna Kumar Karwa, a rank holder Member of the Institute of Chartered Accountants of India, is the Promoter, Managing Director of the Company. Mr. Krishna Kumar Karwa has a rich and varied experience of 30 years in all aspects of the Equity Capital Markets. He was a Director of Titagarh Agrico Private Limited. He is also a Director in West Coast Paper Mills Limited.

Mr. Prakash Kacholia (Managing Director, Promoter)

Mr. Prakash Kacholia, a Member of the Institute of Chartered Accountants of India, is the Promoter and Managing Director of the Company. Mr. Kacholia has a rich experience of 29 years in the capital markets with a focus on the derivative segment. He was associated as Director with various prominent Companies like Central Depository Services (India) Limited, Bombay Stock Exchange Limited and BOI Shareholding Limited.

Mrs. Priti Kacholia (Non executive, Woman Director)

Mrs. Priti Kacholia is a woman Director on the Board of Directors of the Company. She comes with rich knowledge in the field of Business Management. Mrs. Priti Kacholia is the wife of Mr. Prakash Kacholia-Managing Director of the Company.

Dr. Bharat Kumar Singh (Non Executive,Independent Director)

Dr. Bharat Kumar Singh has been appointed as an Additional Director of the Company w.e.f. 29th January, 2018 as per the provisions of Section 149 of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015. Dr. Bharat Kumar Singh is B.E (Mech), MBA (IIM-C), Ph.D (Mumbai Univ (JBIMS). Dr. Bharat Kumar Singh comes with a well-rounded and rich experience of 46 years, of which 14 years involved a stint in two large MNCs (ITC & Sandoz Group) and 32 years in Indian Houses (RPG & Aditya Birla Group) in senior capacity. He has a wide experience in acquiring business knowledge, restructuring, reorganizing and building relationships with relevant institutions. Presently he is on the Board of Aditya Birla Power Company Limited and Aadhyathma Management Pvt. Limited.

The Composition of the Board, Directorship/Committee positions in other companies as on 31st March, 2021 and number of Meetings held and attended during the year is as follows:

INDEPENDENT DIRECTORS

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company’s business and policy decisions are considered by the Nomination, Remuneration and Compensation Committee, for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons. The Board considers the Committee’s recommendation, and takes appropriate decision. Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law. The Non-Executive Directors, including Independent Directors on the Board, possess requisite experience and specialization in diverse fields such as legal, finance, banking, administration etc.

The Company has issued letter of appointment to Independent Directors which covers the code for Independent Directors as per schedule IV as provided in the Companies Act, 2013 and the Company has disclosed the terms and conditions of appointment of an Independent Director on the website of the Company. The Company has also informed to the BSE Limited and the National Stock Exchange of India Limited regarding the appointment of Independent Directors. The Company has also received a declaration from them in the manner as provided in the Companies Act, 2013.

A sample of the letter of appointment is available on the website of the Company and can be accessed through the link: www.emkayglobal.com/investor-relations/disclosures.

Familiarization Programme

Your Company has put in place a structured induction and familiarization programme for all its Directors including the Independent Directors. The Company, through this programme, familiarizes not only the Independent Directors but any new appointee on the Board, with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, operations of the Company etc. They are also informed of the important policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel and the Code of Conduct to Regulate, Monitor and Report, Trading by Insiders, etc.

The familiarization programme for Independent Directors in terms of Schedule V (C ) (2) (g) of Regulation 34(3) of SEBI (LODR) Regulations, 2015 is uploaded on the website of the Company and can be accessed through the following link: www.emkayglobal.com/investor-relations/disclosures.

Evaluation of Board’s Effectiveness

In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and 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 a “Guidance note on Board Evaluation” to help companies to improve the evaluation process by the companies, derive the best possible benefit and achieve the objective of the entire process.

Accordingly, the Board of Directors, on recommendation of the Nomination, Remuneration and Compensation Committee, has evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended 31st March, 2018. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the effectiveness of their contribution. In the evaluation, the Directors who are subject to evaluation do not participate.

Meetings of Independent Directors

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and regulation 25 of the SEBI (LODR) Regulations, 2015 and as per Clause VII of Schedule IV of the Companies Act, 2013, Regulation 25(3) and (4) of the SEBI (LODR) Regulations, 2015 and as per guidance note on Board Evaluation, a separate meeting of the Independent Directors of the Company was held on 19th March, 2021 without the attendance of non-independent directors and members of management to inter alia:

• Review the performance of Non-Independent Directors and the Board as a whole
• Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors
• Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Board Meetings:

During the Financial Year 2020-2021, 4 Board Meetings were held on 17th June, 2020, 14th August, 2020, 30th October, 2020 and 4th February, 2021. The gap between any two Meetings did not exceed one hundred twenty days.

The Company Secretary prepares the agenda papers in consultation with the Managing Directors and circulates the same to each Director sufficiently before Board and Committee Meetings. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meetings. Wherever it is not practicable to attach any document to the agenda, the same is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted. To enable the Board to discharge its responsibilities effectively, both the Managing Directors apprise the Board at every meeting on the overall performance of the Company, followed by a detailed presentation.

The Board periodically reviews strategies, business plans, annual operating and capital expenditure budgets and evaluates the functions of the management in order to meet shareholders’ aspiration. Some of the important matters that are discussed in the meeting of the Board are listed below: (The list mentioned below is only indicative and not exhaustive).

• The minutes of the Board meeting of unlisted Subsidiary Companies.
• Minutes of the meetings of Audit Committee and other Committees of the Board.
• Declaration of Independent Directors at the time of appointment/annually and every year.
• Annual operating plans of various businesses, budgets and any updates on the same.
• Statement of all significant transactions, related party transactions and arrangements with the Subsidiary Companies.
• Quarterly Results of the Company on Standalone & Consolidated basis.
• Annual Financial Results of the Company, Auditor’s Report and the Report of the Board of Directors.
• Dividend/Interim Dividend declaration, if any.
• Compliance Certificate certifying compliance with all the laws as applicable to the Company.
• Consideration and review of investments and exposure limits.
• Action taken report on the decisions taken at the previous meeting of the Board and other Committees.

The information as specified in Regulation 17 (7), Part A of Schedule II, of the SEBI (LODR) Regulations, 2015 is regularly made available to the Board, whenever applicable, for discussion and consideration.
The minutes of the proceedings of each Board and Committee Meeting are duly recorded. A draft of the minutes is circulated to all the members of the Board/ Board Committee for their comments.

Board Committees

The Board has constituted Committee(s) of directors, with adequate delegation of powers. The Company Secretary of the Company acts as the Secretary to the Committees. The Board is responsible for constituting, assigning and co-opting the members of the Committees. Each Committee has its own charter which sets forth the purposes, goals and responsibilities of the Committees.

AUDIT COMMITTEE

A. Qualified and Independent Committee

The present composition of the Audit Committee is as follows:

Mr. G. C. Vasudeo	Chairman
Dr. Bharat Kumar Singh	Member
Mr. R. K. Krishnamurthi	Member
Dr. Satish Ugrankar	Member
Mr. Prakash Kacholia	Member

The Audit Committee comprises of four Non-Executive Independent Directors and one Executive Director. The Chairman of the Audit Committee, Mr. G. C. Vasudeo is a Non- Executive Independent Director having expertise in the field of accounting and related financial management. All the members of the Committee are financially literate.

The Statutory Auditors, Internal Auditors, Managing Director, Chief Financial Officer (CFO) and Chief Operating Officer are permanent invitees to the Meetings. Company Secretary acts as the Secretary to the Audit Committee of the Board of Directors.

Meetings

During the Financial Year 2020-2021, 5 meetings of the Committee were held on 17th June, 2020, 14th August, 2020, 30th October, 2020, 4th February, 2021 and 19th March 2021. The attendance of each Committee member was as under:

Name	No of Meetings Attended
Mr. G. C. Vasudeo	5
Mr. R. K. Krishnamurthi	5
Dr. Satish Ugrankar	5
Mr. Prakash Kacholia	4
Dr. Bharat Kumar Singh	4

The Chairman of the Audit Committee attended Annual General Meeting to answer shareholders queries..

Terms of Reference

The role and terms of reference of the Audit Committee are set out in Regulation 18(3) read with Part C of Schedule II of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors of the Company. The terms of reference of the Audit Committee broadly are:

• Approval of annual internal audit plan;
• Review and approval of related party transactions;
• Review of financial reporting systems;
• Ensuring compliance with regulatory guidelines;
• Reviewing the quarterly, half yearly and annual financial results;
• Discussing the annual financial statements and auditors report before submission to the Board with particular reference to the
  • Director’s Responsibility Statement;
  • major accounting entries;
  • significant adjustments in financial statements arising out of audit findings;
  • compliance with SEBI (LODR) Regulations, 2015 etc.;
• Interaction with statutory, internal and cost auditors;
• Recommendation for appointment and remuneration of auditors; and
• Reviewing and monitoring the auditor’s independence and performance etc.
• Reviewing the functioning of the whistle blower mechanism/ vigil Mechanism;
• Evaluation of internal financial controls and risk management systems.
• Reviewing the utilization of loans and/ or advances from/ investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

Further the Audit Committee also mandatorily reviews the following information:

• Management Discussion and Analysis of financial condition and results of operations;
• Statement of significant related party transactions submitted by management;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses;
• The appointment, removal and terms of remuneration ofvthe internal auditor shall be subject to review by the Audit Committee; and
• Statement of deviations:
  • Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI (LODR) Regulations, 2015;
  • Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7) of SEBI (LODR) Regulations, 2015.

In addition to the above, the Audit Committee also reviews the financial statements and details of investments made by the Subsidiary Companies.

NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE

The composition of the Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.

The composition of the Nomination, Remuneration and Compensation Committee is as follows:

Mr. G. C. Vasudeo	Chairman
Mr. S. K. Saboo	Member
Mr. R. K. Krishnamurthi	Member
Dr. Satish Ugrankar (Appointed w.e.f.24.05.2017)	Member

The Committee comprises of only Non-Executive Directors as its members. All the members of the committee are Independent except Mr. S. K. Saboo. As per Regulation 19 of SEBI (LODR) Regulations, 2015, Chairman of the Board shall not chair the Nomination, Remuneration and Compensation Committee. Mr. G. C. Vasudeo, an Independent Director, has been appointed as a Chairman of the Committee.

Meetings

During the Financial Year 2020-21, Four Meeting were held on 17th June 2020, 28th August 2020, 30th October 2020 and 4th February 2021. The attendance of each Committee member was as under:

Name	No. of Meetings attended
Mr. G. C. Vasudeo	4
Mr. R. K. Krishnamurthi	4
Mr. S. K. Saboo	3
Dr. Satish Ugrankar	4

Terms of Reference

The Nomination, Remuneration and Compensation Committee determines the Company’s policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment and carry out the role as per the corporate governance regulations framed by the authorities from time to time as under :

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;
• Formulation of criteria for evaluation of performance of Independent Directors and the Board;
• Devising a policy on Board diversity;
• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report
• Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of the performance evaluation of Independent Directors.

The Chairman of the Nomination, Remuneration and Compensation Committee remains present at the Annual General Meeting, to answer the shareholders’ queries. However, it would be up to the Chairman to decide who should answer the queries.

The Nomination, Remuneration and Compensation Committee also meets as and when required for the purpose of proper administration and implementation of the ESOP Schemes formulated by the Company from time to time.

The main function of the committee includes implementation, administration and superintendence of the ESOP Scheme formulated by the Company from time to time and to formulate the detailed terms and conditions for the same including.

• The quantum of options to be granted under an ESOP Scheme per employee and in aggregate.
• The Eligibility Criteria
• The Schedule for Vesting of Employee Stock Options;
• The conditions under which the Employee Stock Option vested in Employees may lapse in case of termination of employment for misconduct;
• The procedure for making a fair and reasonable adjustment to the number of Employee Stock Options and to the Exercise Price in case of a corporate action such as rights issues, bonus issues, merger, sale of division and others.
• The procedure and terms for the Grant, Vest and Exercise of Employee Stock Option in case of Employees who are on long leave;
• The procedure for cashless exercise of employee stock options, if required
• Approve forms, writings and/or agreements for use in pursuance of the ESOP Schemes.
• Frame suitable policies and systems to ensure that there is no violation by an employee of
  • (a) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and
  • (b) Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations,1995
• Frame any other byelaws, rules or procedures as it may deem fit for administering ESOP.

Remuneration Policy

The Remuneration policy of your Company is a comprehensive policy which is competitive, in consonance with the industry practices and rewards good performance of the employees of the Company. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives.

The Board of Directors and Nomination, Remuneration and Compensation Committee of Directors are authorized to decide the remuneration of Executive Directors subject to the approval of the Members and Central Government, if required. Payment of remuneration to the Managing Directors is governed by the letter of appointment issued to them by the Company, containing the terms and conditions of appointment approved by the Board of Directors and Nomination, Remuneration and Compensation Committee and the Shareholders. The remuneration structure comprises of salary, perquisites, retirement benefits and performance linked bonus. No stock options are granted to the executive directors of the Company.

Remuneration to Non-Executive Independent Director(s)

During the financial year, the Non-executive Independent Directors did not have any pecuniary relationship or transactions with the Company.

The remuneration / commission is fixed as per the slabs and conditions mentioned in the Companies Act, 2013. Commission to Non-Executive Independent Directors may be paid within the monetary limit approved by the shareholders, subject to the limit of 1% of the profits of the Company computed as per the applicable provisions of the Act.

The Non- Executive Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed per meeting of the Board or Committee as may be prescribed in the Companies Act, 2013 and also subject to approval of the Board of Directors and Members Sitting fees for Board /Committees paid to all Non Executive Directors including Independent Directors fixed by the Board of Directors were within the limit as prescribed in the Companies Act, 2013. An Independent Director is not entitled to any stock option of the Company.

Details of Remuneration paid to Managing Director(s) for the Financial Year 2017-18

On the basis of the recommendation of the Nomination, Remuneration and Compensation Committee and the Board of Directors of the Company at their meeting held on 23rd May,2016, the Members of the Company at their meeting held on 10th August, 2016 had approved re-appointment and payment of remuneration to Mr. Krishna Kumar Karwa-Managing Director and Mr. Prakash Kacholia-Managing Director for a further period of three years with effect from 1st October, 2016 subject to approval of the Central Government, if necessary by passing Special Resolutions.

As per Ministry of Corporate Affairs (MCA) notification No. S O. 2922 (E) dated 12.09.2016, the yearly limit without obtaining the Central Government approval for slab of effective capital of Rs.5 crore and above but less than Rs. 100 crore was increased from earlier Rs. 42 lac per annum to Rs. 84 lac per annum and further with twice the limit, if the resolution passed by the shareholders is a special resolution.

Accordingly, as per the enabling provision in the Special Resolutions passed at the 22nd Annual General Meeting held on 10th August, 2016, remuneration is being paid to Mr. Krishna Kumar Karwa-Managing Director and Mr. Prakash KacholiaManaging Director of the Company within the revised limits laid down in the amended schedule V of the Companies Act, 2013 with effect from date of their respective reappointment i.e. from 1st October, 2016 onwards.

REMENUERATION OF DIRECTORS

The following table gives details of remuneration paid to Directors. During 2017-18, the company did not advance any loan to any of its Directors. Further, no Director has been granted any stock options of the Company during the year..

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company comprises of three Directors as under::

Mr. R. K. Krishnamurthi	Chairman
Mr. Prakash Kacholia	Member
Mr. Krishna Kumar Karwa	Member

The Chairman of the Committee is the Non-Executive Independent Director. In case there is a request for transfer of shares, demat-remat of shares during a fortnight, the Committee meeting is held fortnightly else the Committee meets once in every quarter.

During the financial year 2020-21, 4 meetings of the Committee were held. These meeting were held on 16th June 2020, 13th August 2020, 29th October 2020 and 3rd February 2021.

The attendance of each Committee member was as under:

Name	No of Meetings Attended
Mr. R. K. Krishnamurthi	4
Mr. Krishna Kumar Karwa	4
Mr. Prakash Kacholia	4

The Stakeholders Relationship Committee looks into the redressal of shareholder and investor grievances, issue of duplicate / consolidated share certificates, remat /demat of shares and review of cases for refusal of transfer/ transmission and reference to statutory and regulatory authorities.

Mr. B. M. Raul the Company Secretary designated as the Compliance Officer under SEBI (LODR) Regulations. 2015 has been complying with the requirements of the Securities Law and the SEBI (LODR).

Stakeholders Relationship Committee

The composition of the committee is in Compliance with section 135(1) of the Companies Act, 2013.

The members of the CSR Committee are as under

Mr. G. C. Vasudeo	Chairman
Mr. Krishna Kumar Karwa	Member
Mr. Prakash Kacholia	Member

Meetings

During the Financial Year 2020-21, 2 Meeting of the Committee were held on 16th June 2020 and 29th October 2020. The attendance of each Committee member was as under:

Name	No. of Meetings attended
Mr. G. C. Vasudeo	2
Mr. Krishna Kumar Karwa	2
Mr. Prakash Kacholia	2

Terms of Reference

The term of reference of the CSR committee broadly are as under:

• Formulation of the corporate social responsibility policy and its review from time to time.
• Recommending various categories of expenditures on the CSR activities in alignment with the CSR policy and in compliance with the regulatory requirements.
• Monitoring the implementation of framework of CSR policy.
• Carrying out any other function in compliance with any statutory notification, amendment or modification, as may be applicable, necessary or appropriate.

Details of Shareholders/Investors Complaints for the Financial Year 2020-21 :

Number of shareholders’ complaints received during the year	Nil
Number not solved to the satisfaction of shareholders	Nil
Number of pending Complaints	Nil