Directors Report of Emkay Taps and Cutting Tools Ltd.

Mar 31, 2024

Your Board of Directors is pleased to present the 29th Annual Report for the financial year 2023-24, together with the Standalone and consolidated Audited Financial Statements for the year ended on March 31, 2024.

Financial Highlights: Amount in Crores (INR)

Particulars	Standalone		Consolidated
	F.Y. 2024	F.Y. 2023	F.Y. 2024	F.Y. 2023
Total Revenue from Operations	103.4513	88.6157	103.4513	88.6157
Other Income	44.8147	16.4165	44.8147	16.4165
Total Expenditure (excl. depreciation, interest and tax)	55.3495	45.1555	55.3495	45.1555
Profit before depreciation, interest and tax	92.9165	59.8767	92.9165	59.8767
Less: Interest	0.2251	0.1427	0.2251	U.1427
Less: Depreciation and amortization expense	2.6125	3.1114	2.6125	3.1114
Profit before tax	90.0789	56.6226	90.0789	56.6226
Less: Net tax expense	18.1802	12.4948	18.1802	12.4948
Profit for the year	71.8987	44.1278	71.8987	44.1278
Add: Surplus carry forward from the last year Balance sheet	208.3718	164.244	208.3718	164.2440
Balance carried over to Balance Sheet	280.2705	208.3718	280.2705	21)7.371:8
Earnings Per share ('')	67.38	41.35	67.38	41.35

The total revenue from operation for the F.Y. 2023-24 is ''10345.13 Lakhs marking increase of 16.74% to last year''s operational revenue generation of ''8861.57 Lakhs.

The working of both divisions of the Company is given as below:

â¦ Taps and Cutting Tools

During the year under review, the turnover for Taps and Cutting Tools segment has increased by 17.23% from the last financial year. Cutting Tools Industry plays a major role in production of automobiles, which includes 2 wheelers, 4 wheelers and heavy commercial vehicles. Apart from automobiles, there are many ancillaries with supply to these auto companies and are also expanding their capacities for exports.

â¦ Wind Power

The company has two wind farm projects one at Shivapura Kavalu Village, Belur Taluka, Hassan District in Karnataka and the other at Kita & Ugawa District, Jaisalmer in Rajasthan, both are developed and maintained by Suzlon Global Services Limited and Wind World India Limited respectively. The combined contribution of the two wind farm projects to the gross revenues in the F.Y. 2023-24 was Rs. 1.4659 crores from the power sale during the year under review.

Share Capital

The paid-up equity share capital as on 31st March 2024 was 10671300 equity shares of ''10/- each (Rupee Ten only) amounting to total of ''10,67,13,000. The Company has not issued any shares with

differential voting rights or granted stock options or sweat equity or through any other permissible mode during the FY 2023-24.

Dividend

Your Board of Directors did not recommend dividend for the year under review.

Transfer to Reserve

The Company has not transferred any amount to any reserve during the year under review.

Material changes / developments during the year:

Your Board of Directors in their meeting held on June 29, 2023 has approved the Scheme of Arrangement between Emkay Taps and Cutting Tools Limited ("the Demerged Company") and Emkay Tools Limited ("Resulting Company") and their respective Shareholders and Creditors under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules and regulations framed thereunder. An application under Regulation 37 of the SEBI (LODR) Regulations, 2015 for the proposed Scheme of Arrangement has been submitted to National Stock Exchange of India Limited ("NSE" or "the Stock Exchange") and Securities Exchange Board of India (SEBI) through the Stock Exchange for obtaining their Observation Letter(s) (NOC) to file the Scheme for seeking approval of NCLT.

Material Changes / Events after the date of balance sheet date

During the year under review, there are no material changes / events after the balance sheet date.

Change in the nature of business

During the year under review, there is no change in the nature of business of the company.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

The Company has made compliance with the provisions of Section 186 of the Companies Act, 2013 during the financial year under review. Please refer to Note 13, 14 and 19 to the financial statement for F.Y. 2023-24.

Subsidiary, Associate and Joint Venture

The Company have a wholly owned subsidiary named Emkay Tools Ltd, but does not have any Associate and Joint Venture Company during the year under review.

Corporate Governance

The Company has taken all necessary steps to implement the provisions of the Regulations and detailed Corporate Governance Report for the F.Y. 2023-24 forms an integral part of this Annual Report.

Management Discussion and Analysis [MDA]

Management Discussion and Analysis, for the year under review, as stipulated under Regulation 34 (2) (e) of SEBI (LODR), 2015, is presented in a separate section forming integral part of this Annual Report.

Related party transactions

All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. There were no materially significant transactions with related parties during the financial year which were in the conflict of interest of the Company. An "Annexure A- Form AOC-2"on Related Party disclosures for the year under review, form part of this Annual Report.

Board Meetings

During the year under review Seven (7) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of Meetings of the Board and its Committees are given in the Corporate Governance Report.

Committees

Pursuant to the provisions of the Act and Rules made there under and SEBI (LODR) regulation, 2015, the board has constituted various committees. Composition and other details on the committee are given in the Corporate Governance Report.

Directors and Key Management Personnel

I. Retirement by Rotation

In accordance with the provisions of section 152[6] of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Ajayprakash Kanoria (DIN: 00041279) was retired by rotation at the Annual General Meeting (AGM) on September 18, 2023.

II. Profile of the Directors seeking Appointment / Reappointment No Director retired by rotation and seeking appointment / reappointment at the ensuing 29th Annual General meeting.

III. Re-appointment of Managing Director and Whole time Director

In accordance with the provisions of section 196[2] of the Companies Act, 2013 Mr. Ajayprakash Kanoria and Mrs. Alka Kanoria have been reappointed as Managing Director and Whole Time Director respectively, to be effective from 1st April, 2024 for 5 years (till March, 31 2029) by the Members of the Company at the Annual General Meeting held on September 18, 2023.

IV. Key Managerial Personnel

Pursuant to Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the Key Managerial Personnel and during the year there was a change in KMP''s of the Company;

Mr. Ajayprakash Kanoria- Chairman, Managing Director& CEO

Mrs. Alka Kanoria - Whole Time Director

Mr. Vishnu Sontakke- Chief Financial Officer (CFO)

Mr. Aditya Vinod Kokil -Company Secretary and Compliance Officer(appointed in the Board meeting held on 22nd November 2023)

Ms. Shruti Sohane- Company Secretary and Compliance Officer has resigned from the Company with effect from 31st October 2023.

V. Board Evaluation

The Policy for Evaluation of Performance of the Board of Directors was formulated by Nomination and Remuneration Committee of the Board of Directors and same has been approved and adopted by the Board of Directors in their Meeting held on -05 February 2024

The criteria for evaluation have been provided in the Corporate Governance Report, which forms an integral part of this Report. Also, the Policy for Evaluation of Performance of the Board of Directors is available on the website of the Company, for reference

viMlwww.'' ''Ml.''om.

VI. Declaration by Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149[6].

VII. Familiarization Program for Independent Directors

With the commencement of SEBI (LODR) Regulation, 2015 w.e.f. December 2, 2015 the listed entity is required to conduct the program for the new joining director of the company to get him/her familiarized with the company. No new Director joined the Board of the Company during the year under review; hence no such program has been conducted during the FY 2023-24.

VIII. Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies.

We seek to promote and follow the highest level of ethical standards in all our business transactions. All our corporate governance policies are available on our website (http://etctl.com). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. Key policies that have been adopted by the Company are available on www.etctl.com

Key policies that have been adopted by the Company are available on www.etctl.com

POLICY NAME	BRIEF DESCRIPTION
Insider Trading Policy	The Company has adopted the Code of Conduct to regulate, monitor and report trading by insiders and Code of fair disclosure of unpublished price sensitive information for the Directors, KMP and other designated officers and connected persons of the Company.
Code of Conduct	The Company has formulated and adopted Code of Conduct for the Senior Management and officers of the Company.
Policy on Vigil Mechanism (Whistleblower Policy)	The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics.
CSR Policy	The company believes in the Philosophy of moving together and growing together. The Directors have adopted policy on CSR to spend as required under the Companies Act, 2013 for activities those are benefiting to the Society as a Whole.
Nomination & Remuneration Policy	As required under the provisions of the Companies Act, 2013 Board of Directors has adopted policy for appointment of the Director and for determination of remuneration payable to them.
Policy for Determination of Materiality of Event or Information	This policy which has been formulated by the Board of Directors deals with the determination of materiality of the Event/Information and its dissemination to the Stakeholders at large.
Archival Policy	This policy is for retention and preservation of documents and records of the Company.
Prevention of Sexual Harassment at workplace policy	This policy has been formulated to define the guidelines and the process to be followed in order to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment in addition to the matters connected therewith or incidental thereto.
Policy for Evaluation of Performance of the Board of Directors	The company has formulated this policy for annual performance evaluation of the Directors individually as well as its committees and has been carried out by the Board in compliance of SEBI (LODR) Regulations, 2015

Directors'' Responsibility Statement

In terms of section 134[3] [c] of the Act, your Directors state that:

i. in the preparation of the annual financial statements for the year ended on March 31, 2024, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any,

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31, 2024 and of the profit of the company for the year ended on that date,

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

iv. the annual financial statements are prepared on a going concern basis,

v. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

Statutory Audit

During the year under review, M/s. P.S. Thakare & Co., Chartered Accountants, (FRN No. 128572W), who were re-appointed for 5 consecutive financial years i.e. from conclusion of 28^th AGM which was held on September 18, 2023 till the conclusion of 33^rd AGM remain the statutory auditors of the Company, in accordance with provisions of Section 139(1) of the Companies Act, 2023.

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts. The Observations and comments, appearing in the Auditor''s Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.

M/s P.S. THAKARE & Co., Chartered Accountants, has submitted Auditor''s Report with unmodified opinion and unmodified figures for the F.Y. March 31, 2024 in compliance of Reg. 33 (1) (d) of SEBI (LODR) Regulations, 2015. The Board has duly reviewed the Auditor''s Report and the Observations and comments, appearing in the Auditor''s Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors. Secretarial Audit

Accordingly, the Secretarial Audit Report given by M/s H. Roshan & Associates, Nagpur for the F.Y. 2023-24 is annexed herewith as "Annexure B". The Board has duly reviewed the Secretarial Auditor''s Report and the observations and comments, appearing in the report are self- explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013.

Details of Fraud Report by Auditor

As per auditors'' report, no fraud u/s 143(12) of the Companies Act, 2013 reported by the auditor.

Maintenance of Cost Records

In compliance with rule (8) sub-rule (5) clause (ix) of Companies (Accounts) amendment Rules, 2018, the Board of Directors of your company confirms the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained by the Company.

Business Risk Management

The Company has in place a comprehensive Risk Management framework to identify, monitor, review various risk elements. On a periodic basis all necessary steps towards mitigation of various risk elements which can impact the existence of the Company are taken by the Management of the Company. All the identified risks are managed through continuous review of business parameters by the Management and the Board of Directors are also informed of the risks and concerns.

Discussion on risks and concerns is covered separately under section the Management Discussion and Analysis Report, which forms integral part of this Annual Report.

Vigil Mechanism

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances.

Internal Control Systems

The Internal Financial Control systems of the Company are adequate with reference to the Financial Statement, size and operations of the Company. Internal Auditor of the Company observes the effective functioning of internal financial controls. The scope and functions of Internal Auditor is defined and reviewed by the Audit Committee.

During the year under review, the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed.

Insider Trading Code

Regulating, monitoring and reporting of trading by Insiders along with policy on legitimate purpose. Your Company also has a Code of Practices and Procedures of fair disclosures of unpublished price sensitive information and these code(s) are in line with the PIT regulations.

Corporate Social Responsibility

The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this report in "Annexure D".

Particulars of Employees

The information required under section 197 of the Act read with Rule 5[1] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is given in "Annexure E" that forms part of the Board''s Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the Annexure- "F" that forms part of this Report.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rule (8) sub-rule (5) clause (x) of Companies (accounts) amendment Rules 2018, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace and Internal complaint Committee has been constituted for the prevention and redressal of complaints of sexual harassment and to look after the matters connected therewith or incidental thereto.

Significant and Material Orders

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operation.

Details of Frauds Reported by Auditors

There are no frauds against the Company reported by the Auditors for the period under report.

Acknowledgement

The Directors express their gratitude and warm appreciation for the sincere co-operation to the Dealers, Suppliers, Shareholders, NSE, Bankers, workers and Employees and various government authorities for their support and look forward to their continued support in the future.

For and on behalf of the Board of Directors EMKAY TAPS AND CUTTING TOOLS LIMITED

Nagpur, Saturday August 10, 2024

Ajayprakash Kanoria Chairman, Managing Director & CEO

Mar 31, 2023

Your Board of Directors is pleased to present the 28^th Annual Report for the financial year 2022-23, together with the Standalone Audited Financial Statements for the year ended on March 31, 2023.

Financial Highlights:
Particulars	Amount	in Crores (INR)
	F.Y. 2023	F.Y. 2022
Total Revenue from Operations	88.62	70.81
Other Income	16.42	13.87
Total Expenditure (excl. depreciation, interest and tax)	45.16	37.24
Profit before depreciation, interest and tax	59.88	47.44
Less: Interest	0.14	0.11
Less: Depreciation and amortization expense	3.11	3.33
Profit before tax	56.63	44.00
Less: Net tax expense	12.50	8.74
Profit for the year	44.13	35.26
Add: Surplus carry forward from the last year Balance sheet	164.24	128.98
Balance carried over to Balance Sheet	208.37	164.24
Earnings Per share (INR)	41.35	33.04

Results of Operations

The total revenue from operation for the F.Y. 2022-23 is INR 8,861.57 lakh marking increase of 25.15% to last year''s operational revenue generation of INR 7,080.67 lakh. The company has earned Profit before depreciation, Interest and Taxes (PBDIT) of INR 5987.67 lakh during the financial year under review over the previous financial year''s PBDIT of INR 4744.29 lakh. The profit after tax for the financial Year 2022-23 was INR 4412.78 as against profit after tax of INR 3525.91 lakh for the financial year 2021-22.

Amidst adverse global economic difficulties, the company was able to secure satisfactory growth in the national and international business during the year under review. The Company managed well to navigate the challenges ahead and gain market share.

The working of both divisions of the Company is given as below:

â¦ Taps and Cutting Tools

During the year under review, the turnover for Taps and Cutting Tools segment has increased by 24.39% from the last financial year. Cutting Tools Industry plays a major role in production of automobiles, which includes 2 wheelers, 4 wheelers and heavy commercial vehicles. Apart from automobiles, there are many ancillaries to supply to these auto companies and also expanding their capacities for exports.

â¦ Wind Power

The company has two wind farm projects one at Shivapura Kavalu Village, Belur Taluka, Hassan District in Karnataka and the

other at Kita & Ugawa District, Jaisalmer in Rajasthan, both are developed and maintained by Suzlon Energy Limited and Enercon (India) Limited respectively. The combine contribution of the two wind farm projects to the gross revenues in the F.Y. 2022-23 was INR 149.49 lakh from the power sale during the year under review.

Share Capital

The paid-up equity share capital as on 31^st March 2023 was 10671300 equity shares of INR 10/- each (Rupee Ten only) amounting to total of INR 10,67,13,000. The Company has not issued any shares with differential voting rights or granted stock options or sweat equity or through any other permissible mode during the FY 2022-23.

Dividend

Your Board of Directors did not recommend dividend for the year under review.

Transfer to Reserve

The Company has not transferred any amount to any reserve during the year under review.

Material changes / developments during the year:

There are no material changes and development affecting the financial position of the Company which has occurred during the Financial Year ended on 31^st March 2023.

Material Changes / Events after the date of balance Date Proposed Scheme of Arrangement - Demerger of Manufacturing Undertaking

Change in the nature of business

During the year under review, there is no change in the nature of business of the company.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

Pursuant to Section 186 of the Companies Act, 2013, the details of the Loans given, guarantees on securities provided and investments made are as under:

â¦ Loans given: Nil

â¦ Guarantees provided: NIL

â¦ Investment Made: Details regarding investment made during the period under review are given in the Note No. 13 to the financial statement. for F.Y. 2022-23

Subsidiary, Associate and Joint Venture

The Company does not have any Associate and Joint Venture Company during the year under review. However, the Board of Directors in their meeting held on March 30, 2023 has decided to incorporate a wholly owned Subsidiary with an authorized capital of INR 15,00,000/-, which has been subsequently increased to INR 1,25,00,00/-, and a paid up capital of INR 1,00,000/-. Emkay Tools Limited, a Wholly Owned Subsidiary has been incorporated by Registrar of Companies, Maharashtra Mumbai on April 25, 2023. Corporate Governance

The Company has taken all necessary steps to implement the provisions of the Regulations and detailed Corporate Governance Report for the F.Y. 2022-23 forms integral part of this Annual Report. Management Discussion and Analysis [MDA]

Management Discussion and Analysis, for the year under review, as stipulated under Regulation 34 (2) (e) of SEBI (LODR), 2015, is

presented in a separate section forming integral part of this Annual Report.

Related party transactions

All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. There were no materially significant transactions with related parties during the financial year which were in the conflict of interest of the Company. An "Annexure A- Form AOC-2" on Related Party disclosures for the year under review, form part of this Annual Report.

Extract of Annual Return

In accordance with section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return is available on www.etctl.com Board Meetings

During the year under review 05 (five) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The details of Meetings of the Board and its Committees are given in the Corporate Governance Report.

Committees

Directors and Key Management Personnel

I. Retirement by Rotation

In accordance with the provisions of section 152[6] of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Ajayprakash Kanoria (DIN: 00041279) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Board recommends him reappointment by the members at the ensuing AGM.

II. Profile of the Directors seeking Appointment / Reappointment

As required under Regulation 36 (3) of SEBI (LODR), 2015, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 28^th Annual General Meeting.

III. Re-appointment of Managing Director and Whole time Director

In accordance with the provisions of section 196[2] of the Companies Act, 2013 Mr. Ajayprakash Kanoria and Mrs. Alka Kanoria has been reappointed as Managing Director and Whole-time Director respectively, to be effective from 1^st April, 2024 for 5 years till 31^st March, 2029 by the Board of Directors in their meeting held on August 25, 2023 subject to approval of Members of the Company at this annual general meeting.

IV. Key Managerial Personnel

Pursuant to Section 2(51) and Section 203 of the Companies, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the Key Managerial Personnel and during the year there was no change in KMP''s of the Company;

â¦ Mr. Ajayprakash Kanoria - Chairman, Managing Director & Chief Executive Officer (CEO)

â¦ Mrs. Alka Kanoria - Whole-time Director

â¦ Mr. Vishnu Sontakke - Chief Financial Officer (CFO)

Ms. Shruti Sohane - Company Secretary & Compliance Officer

V. Board Evaluation

The criteria for evaluation have been provided in the Corporate Governance Report, which forms integral part of

this Report. Also, the Policy for Evaluation of Performance of the Board of Directors is available on the website of the Company, for reference visit www.etctl.com.

VI. Declaration by Independent Directors

VII. Familiarization Program for Independent Directors

VIII. Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies.

Directors'' Responsibility Statement

In terms of section 134[3] [c] of the Act, your Directors state that:

i. in the preparation of the annual financial statements for the year ended on March 31, 2023, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any,

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit of the company for the year ended on that date,

iv. the annual financial statements are prepared on a going concern basis,

v. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

Statutory Audit

In accordance with provisions of Section 139(1) of the Companies Act, 2013 M/s. P.S. Thakare & Co., Chartered Accountants, (FRN No. 128572W), has been appointed as statutory auditors of the company for 5 consecutive financial years i.e. from conclusion of 23^rd AGM till the conclusion of 28^thAGM.

In accordance with provisions of Section 139(1) of the Companies Act, 2013 they have completed 5 consecutive financial years and is eligible to be reappointed for further 5 consecutive financial years i.e. from conclusion of 28^th AGM till the conclusion of 33^rd AGM.

M/s P.S. Thakare, Peer Reviewed Chartered Accountants, Nagpur, (FRN No. 128572W), has submitted their eligibility and consent under section 141 of the Companies Act, 2013 and the rules made thereunder, to the Board of Directors on August 19, 2023 and are eligible for appointment as Peer Reviewed Statutory Auditors for the FY 2023-24.

Section 139(1) of the Companies Act, 2013, further provides that the appointment of statutory auditors shall be placed before the members for their approval. Accordingly, a resolution seeking members approval for the appointment of M/s. P.S. Thakare & Co., Chartered Accountants, (FRN No. 128572W), as statutory auditors of the company is included at Item No. 3 of the Notice convening the AGM.

In view of the above and on recommendation of Audit Committee, the Board of Directors approves and recommends their appointment as Peer Reviewed Statutory Auditors at the ensuing

Annual General Meeting from the conclusion of the 28^th AGM till the conclusion of 33^rd AGM and to conduct statutory audit and report thereon from FY 2023-24 till FY 2027-28.

Board''s Comment on the Auditors'' Report

M/s Thakare & Co., Chartered Accountants, has submitted Auditor''s Report with unmodified opinion and unmodified figures for the F.Y. March 31, 2023 in compliance of Reg. 33 (1) (d) of SEBI (LODR) Regulations, 2015. The Board has duly reviewed the Auditor''s Report and the Observations and comments, appearing in the Auditor''s Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.

Secretarial Audit

Pursuant to the provisions of section 204[1] of the Act read with rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, company is required to annex the Secretarial Audit report with its Board Report. Accordingly, the appointment of M/s H. Roshan & Associates, Nagpur has been made by the Board in their meeting held on August 22, 2023 to conduct Secretarial Audit and report thereon for F.Y. 2022-23. Accordingly, the Secretarial Audit Report given by M/s H. Roshan & Associates, Nagpur for the F.Y. 2022-23 is annexed herewith as "Annexure B". The Board has duly reviewed the Secretarial Auditor''s Report and the observations and comments, appearing in the report are self- explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013.

Details of Fraud Report by Auditor

As per auditors'' report, no fraud u/s 143(12) of the Companies Act, 2013 reported by the auditor.

Maintenance of Cost Records

Business Risk Management

Discussion on risks and concerns is covered separately under section the Management Discussion and Analysis Report, which forms integral part of this Annual Report.

Vigil Mechanism

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances.

Internal Control Systems

During the year under review, the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed.

Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the PIT Regulations") and amendments thereto on prevention of Insider Trading, your Company has a comprehensive Code of Conduct for Regulating, monitoring and reporting of trading by Insiders along with policy on legitimate purpose. Your Company also has a Code of Practices and Procedures of fair disclosures of unpublished price sensitive information and these code(s) are in line with the PIT regulations.

Corporate Social Responsibility

The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this report in "Annexure D".

Particulars of Employees

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Significant and Material Orders

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operation.

Acknowledgement

Mar 31, 2018

Dear Shareholders,

The Board of Directors is pleased to present the 23rd Annual Report for the financial year 2017-18, together with the Standalone Audited Financial Statements for the year ended on March 31, 2018.

Financial highlights:

Particulars		Amount ( Rs. In Crores)
	F.Y. 2018	F.Y. 2017	Increase/ (Decrease)
Total Revenue from Operations	53.89	44.73		9.16
Other Income	6.21	2.13		4.08
Total Expenditure (excl. depreciation, interest and tax)	31.05	29.20		1.85
Profit before depreciation, interest and tax	29.05	20.83		8.22
Less: Interest	0.41	0.34		0.07
Less: Depreciation and amortization expense	3.15	2.84		0.31
Profit before tax	25.47	17.66		7.81
Net tax expense	5.58	5.81		(0.23)
Profit for the year	19.89	11.85		8.04
Add: Surplus carry forward from the last year Balance sheet	76.91	65.06		14.05
Less: Dividend Paid (Incl. Tax)	0.43	--		0.43
Balance carried over to Balance Sheet	96.37	76.91		19.46
Paid-up share Capital	1.78	1.78		--
Reserves and Surplus	102.15	82.68		19.47
Earnings Per share (Rs.)	111.82	66.62		45.20

Results of Operations

The total revenue from operation for the F.Y. 2017-18 is Rs. 53.89 crores marking considerable increase as compared to Rs. 44.73 crores in last F.Y. 2016-17. Performance accelerated during the second half of the year under review.

The working of both divisions of the Company is given as below:

- Taps and Cutting Tools

During the year under review, the turnover for Taps and Cutting Tools segment has increased by 21.54% from the last financial year. Cutting Tools Industry plays a major role in production of automobiles, which includes 2 wheelers, 4 wheelers & heavy commercial vehicles. Apart from automobiles, there are many ancillaries to supply to these auto companies and also expanding their capacities for exports.

Automobile industry has been seeing a very good growth during the last few years and it is presumed that going forward this tempo of growth will be maintained in the coming years.

- Wind Power

The company has two wind farm projects one at Shivapura Kavalu Village, Belur Taluka, Hassan District in Karnataka and the other at Kita & Ugawa District, Jaisalmer in Rajasthan, both are developed and maintained by Suzlon Energy Limited and Enercon (India) Limited respectively. The combine contribution of the two wind farm projects to the gross revenues in the F.Y. 17-18 was Rs. 1.28 crores from the power sale during the year under review.

Share Capital

The paid up equity share capital as on 31st March 2018 was Rs.1, 77, 85,500. During the period under review, the Company has not issued any shares with differential voting rights or granted stock options or sweat equity during the FY 2017-18.

Dividend

Your Board of Directors is pleased to recommend final dividend of Rs.3.00 per equity share, on 1778550 total outstanding equity shares of Rs.10/each, amounting to Rs. 53, 35,650/- in respect of the financial year 201718.

Bonus Issue of Shares

Your Board of Directors recommends Bonus Issue of shares in the ratio of 5:1 to the existing shareholders of the company, if same is approved by the shareholders in the ensuing Annual General Meeting.

Material changes /commitments/ developments during the year

- Introduction and Implementation of GST Regime:

The Board of Directors welcome the GST regime of the Government of India that has been made effective from July 1, 2017 as One Nation One Tax and we hope that it will result in desirably positive changes in Goods and services industry of the country.

As phrased by Indian Machine Tool Manufacturersâ Association (IMTMA), âFrom an end-customerâs outlook the indirect tax cost applicable on machine tools was on the higher side, attracting excise duty and VAT depending on the state. Additionally, there was a cascading of taxes, which has been eliminated with the standard rate of GST at 18% for machine tools.â

With the implementation of GST, prices in the automobile sector are likely to go down and this may have positive impact on the demand of automobile industry and on our business as well. However, the financial impact of GST will vary from company to company and though there are positive vibes in the industry, we will have to wait and watch the real impact of GST on the machine tool industry.

- Capacity Expansion:

In the F.Y. 2016-17, your Board of Directors reported for completion of major part of the expansion project that has been started in FY 2015-16 with a capital outlay of approximately Rs.11 crores which will likely increase plant capacity to 17 lakhs units from 12 lakhs units with technology upgradation as well.

By the end of the FY 2017-18 the aforementioned project was on completion stage and the Company shall be reaping the fruits of implementation of expansion in the years to come.

However, the effect of this expansion will be gradual on the capacity expansion because of the initial teething troubles in starting up various machines.

Material Changes / Events after the date of balance Date There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the Financial Year i.e. 31st March 2018 and the date of Report. Change in the nature of business

During the year under review, there is no change in the nature of business of the company.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

Subsidiary, Associate and Joint Venture

The Company does not have any subsidiary Associate and Joint Venture Company during the year under review.

Corporate Governance

The Company has taken all necessary steps to implement the provisions of the Regulations and detailed Corporate Governance Report for the F.Y. 2017-18 is presented in a separate section forming integral part of this Annual Report.

Management Discussion and Analysis [MDA]

Related party transactions

All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on armâs length basis. There were no materially significant transactions with related parties during the financial year which were in the conflict of interest of the Company. An âAnnexure A- Form AOC-2âon Related Party disclosures for the year under review, form part of this Annual Report.

Board Meetings

During the year under review 5 (five) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of Meetings of the Board and its Committees are given in the Corporate Governance Report.

Committees

Extract of Annual Return

In accordance with section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return in Form No.MGT-9 is attached as âAnnexure-Câ forms part of the Boardâs Report.

Directors and Key Management Personnel

I. Retirement by Rotation

In accordance with the provisions of section 152[6] of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mrs. Alka Ajayprakash Kanoria (DIN: 00041346) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers herself for re-appointment. The Board recommends her reappointment by the members at the ensuing AGM.

II. Re-appointment of Managing Director and Whole time Director In accordance with the provisions of section 196[2] of the Companies Act, 2013 Mr. Ajayprakash Kanoria and Mrs. Alka Kanoria has been reappointed as Managing Director and Whole Time Director respectively, to be effective from 1st April, 2019 for 5 years (till March, 31 2024) by the Board of Directors in their meeting held on August 18, 2018, subject to approval of Members of the Company at this annual general meeting.

III. Profile of the Directors seeking Appointment / Reappointment As required under Regulation 36 (3) of SEBI (LODR), 2015, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 23rdAnnual General Meeting.

IV. Resignation of Director

Mr. Rahul Bagadia, an Independent Director on Board of the Company has resigned from the Board w.e.f. December 11, 2017. The Board has noted his resignation and places their thanks for his contribution as Independent Director on Board of the Company.

V. Key Managerial Personnel

- lr. Ajayprakash Kanoria- Chairman and Managing Director

- Mrs. Alka Kanoria - Whole Time Director

- lr. Vishnu Sontakke- Chief Financial Officer (CFO)

- liss. Shruti Sohane- Company Secretary and Compliance Officer

VI. Board Evaluation

Pursuant to the provisions of the Act and Rules made thereunder and as provided under Schedule IV of the Act and Regulation 17(10) of SEBI(LODR), 2015, annual performance evaluation of the Directors individually as well as its committees has been carried out by the Board. The Policy for Evaluation of Performance of the Board of Directors was formulated by Nomination and Remuneration Committee of the Board of Directors and same has been approved and adopted by the Board of Directors in their Meeting held on March 8, 2018.

The criteria for evaluation have been provided in the Corporate Governance Report, which forms integral part of this Report. Also the Policy for Evaluation of Performance of the Board of Directors is available on the website of the Company, for reference visit www.emkaytapsandtools.com

VII. Declaration by Independent Directors

VIII. Familiarization Program for Independent Directors

IX. Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies.

We seek to promote and follow the highest level of ethical standards in all our business transactions. All our corporate governance policies are available on our website (http://emkaytapsandtools.com/corporate-governance/). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Key policies that have been adopted by the Company are as follows:

POLICY NAME	BRIEF DESCRIPTION	WEB LINK
Insider Trading Policy	The Company has adopted the Code of Conduct to regulate, monitor and report trading by insiders and Code of fair disclosure of unpublished price sensitive information for the Directors, KMP and other designated officers and connected persons of the Company.	http://emkaytapsandtools.com/ insider-trading-policy/
Code of Conduct	The Company has formulated and adopted Code of Conduct for the Senior Management and officers of the Company.	http://emkaytapsandtools.com/ code-of-conduct/
Policy on Vigil Mechanism (Whistleblower Policy) CSR Policy	The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companyâs code of conduct and ethics. The company believes in the Philosophy of moving together and growing together. The Directors have adopted policy on CSR to spend as required under the Companies Act, 2013 for activities those are benefiting to the Society as a Whole.	http://emkaytapsandtools.com/ vigil-mechanism-policy/ http://emkaytapsandtools.com/ csr-policy/
Nomination & Remuneration Policy Policy for Determination of Materiality of Event or Information	As required under the provisions of the Companies Act, 2013 Board of Directors has adopted policy for appointment of the Director and for determination of remuneration payable to them. This policy has been formulated by the Board of Directors deals with the determination of materiality of the Event/ Information and its dissemination to the Stakeholders at large.	http://emkaytapsandtools.com nomination-remuneration-policy/ http://emkaytapsandtools.com/ corporate-governance/policy-for- determination-of-materiality-of- event-or-information/
Archival Policy	This policy is for retention and preservation of documents and records of the Company.	http://emkaytapsandtools.com/ corporate-governance/archival- policy-for-retention-of-documents etctl/
Prevention of Sexual Harassment at workplace policy	This policy has been formulated define the guidelines and the process to be followed in order to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment in addition to the matters connected therewith or incidental thereto.	http://emkaytapsandtools.com/wp- content/uploads/2016/02/Policy- on-Prevention-Prohibition-and- Redressal-of-Sexual- Harassment_EMKAYTOOLS.pdf
Policy for Evaluation of Performance of the Board of Directors	The company has formulates this policy for annual performance evaluate of the Directors individually as well as its committees has been carried out by the Board in compliance of SEBI (LODR) Regulations,2015	i http://emkaytapsandtools.com/wp-content/uploads/2016/02/POLICY-FOR-EVALUATION-OF-PERFORMANCE-OF-THE-BOARD-OF-DIRECTORS_ETCTL.pdf

Directorsâ Responsibility Statement

In terms of section 134[3] [c] of the Act, your Directors state that:

i. in the preparation of the annual financial statements for the year ended on March 31, 2018, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any,

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit of the company for the year ended on that date,

iv. the annual financial statements are prepared on a going concern basis,

v. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

Statutory Audit

In accordance with provisions of Section 139(1) of the Companies Act, 2013 M/s. Vijay Agrawal & Co., Chartered Accountants, (FRN No. 138350W), has been appointed as statutory auditors of the company for 5 consecutive financial years i.e. from conclusion of 19th AGM till the conclusion of 24th AGM. Pursuant to Listing of the Company tenure of said Statutory Auditor shall end at the conclusion of 23rd AGM. They have completed consecutive tenure of 10 (ten) year (including transition period) as provided under section 139(2) of the Companies Act, 2013and the rules made thereunder.

M/s P.S. THAKARE, Peer Reviewed Chartered Accountants, Nagpur, (FRN No. 128572W), has submitted their eligibility and consent under section 141 of the Companies Act, 2013 and the rules made thereunder, to the Board of Directors on May 27, 2017 and are eligible for appointment as Statutory Auditors for the FY 2018-19.

In view of the above and on recommendation of Audit Committee, the Board of Directors approves and recommends their appointment as Statutory Auditors at the ensuing Annual General Meeting from the conclusion of the 23rd AGM till the Conclusion of 28th AGM and to conduct statutory audit and report thereon from FY 2018-19 till FY 2022-23.

M/s. Vijay Agrawal & Co., Chartered Accountants being the Statutory Auditor of the Company for the year under review, has audited books for the F.Y. March 31, 2018 and accordingly has submitted Independent Auditorâs Report on the same for F.Y. 2017-18.

The Board has duly reviewed the Statutory Auditorâs Report on the Accounts. The Observations and comments, appearing in the Auditorâs

Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.

Peer Review Audit

M/s K.P.R.K. & Associates, Chartered Accountants, from Nagpur (Peer Reviewed by the ICAI, New Delhi) being the Peer Review Auditor of the Company, has submitted Auditorâs Report with unmodified opinion and unmodified figures for the F.Y. March 31, 2018 in compliance of Reg. 33 (1) (d) of SEBI (LODR) Regulations, 2015. The Board has duly reviewed the Peer Review Auditorâs Report and the Observations and comments, appearing in the Auditorâs Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors.

Secretarial Audit

Pursuant to the provisions of section 204[1] of the Act read with rule 9 of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, company is required to annex the Secretarial Audit report with its Board Report. Accordingly, the appointment of M/s H. Roshan & Associates, Nagpur has been made by the Board in their meeting held on July 18, 2017 to conduct Secretarial Audit and report thereon for F.Y. 2017-18.

Accordingly, the Secretarial Audit Report given by M/s H. Roshan & Associates, Nagpur for the F.Y. 2017-18 is annexed herewith as âAnnexure Bâ. The Board has duly reviewed the Secretarial Auditorâs Report and the observations and comments, appearing in the report are self- explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013.

Maintenance of Cost Records

Business Risk Management

Discussion on risks and concerns is covered separately under section the Management Discussion and Analysis Report, which forms integral part of this Annual Report.

Vigil Mechanism

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns & grievances.

Internal Control Systems

During the year under review the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed.

Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (âthe PIT Regulationsâ) on prevention of Insider Trading, your Company has a comprehensive Code of Conduct for Regulating, monitoring and reporting of trading by Insiders. Your Company also has a Code of Practices and Procedures of fair disclosures of unpublished price sensitive information and these code(s) are in line with the PIT regulations.

Corporate Social Responsibility

The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this report in âAnnexure Dâ.

Particulars of Employees

The information required under section 197 of the Act read with Rule 5[1] of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is given in âAnnexure Eâ that forms part of the Boardâs Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Significant and Material Orders

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operation.

Details of Frauds Reported by Auditors

There are no frauds against the Company reported by the Auditors for the period under report.

Acknowledgement

The Directors express their gratitude to the Dealers, Suppliers and Banks for their support, and express their warm appreciation for the sincere co-operation and dedicated work by a majority of the employees of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support and look forward to their continued support in the future.

For and on behalf of the Board of Directors

EMKAY TAPS AND CUTTING TOOLS LIMITED

Nagpur, Saturday August 18, 2018 Aj aypraka sh Kanoria

Chairman & Managing Director

Mar 31, 2016

Dear Shareholders,

The Directors have great pleasure in presenting the 21â Annual Report on the business and operations of the Company together with the Standalone Audited Financial Statements for the year ended on March 31,2016.

Financial highlights:

Particulars	Amount (	in crores)*
Particulars	F.Y. 2016	F.Y. 2015
Total Revenues (including Other Income)	46.66	40.23
Profit before depreciation, interest and tax	21.45	19.14
Less: Interest	0.12	0.09
Less: Depreciation and amortization expense	2.22	2.64
Profit before tax	19.11	16.41
Net tax expense#	5.06	6.06
Profit for the year	14.05	10.84
Add; Surplus carry forward from the last year Balance sheet	51.01	41.24
Less: Bonus Shares issued During the year	0.00	1.06
Balance carried over to Balance Sheet	65.06	51.01
Earnings per equity share(Rs.)	78.98	58.75

- Results of operations:

The financial statement reflects satisfactory growth in the Sales and Profit for the Year 2015-16. The turnover for the F.Y. 2015-16 is Rs. 46.66 crores as compared to Rs. 40.23 crores last F.Y. 2014-15 whereas profit for the year has been increased from Rs. 10.84 crores for F.Y. 2014-15 to Rs. 14.05 crores for the F.Y. 201 5-16.

The working of both divisions of the Company is given as below:

- Taps and Cutting Tools: Sales growth in the cutting tool industry largely depends on the sales growth of auto sector. Apart from the auto sector, the auto ancillary sector is also growing at a very rapid pace because of good export orders.

The turnover for taps and Cutting Tools segment has increased by approximately 15% from the last financial year.

- Wind Power: The Government of India has announced a laudable Renewable Energy target of 175GW by 2022 out of which 60GW will be coming from wind power. Overall the future of Wind Energy in India is bright as energy security and self-sufficiency is identified as the major driver.

Source: http:/Amv:mduLm\mdpoKcr.coin/

The company has two wind farm projects one at Shivapura Kavalu Village, Belur Taluka, Hassan District in Karnataka and the other at Kita & Ugawa District laisalmer in Rajasthan, both are developed and maintained by Suzlon Energy Limited and Enercon (India) Limited respectively.

The combine contribution of the two wind farm projects to the gross revenues in the F.Y. 15-16 is Rs. 1.35 crores and its turnover has marked decrease of 3% in this year as compared to the previous F. Y. 2014-15.

Dividend:

Your Directors decide to plough back the profit for timely execution of the expansion plan of the Company, as mentioned below in Material Changes and Commitments, and do not recommend any dividend for the year ended March 31, 2016. Every Decision of the Board of Directors is always directed towards creating value for their shareholders in the long term.

- Material changes and commitments:

- Capacity L:\pansion

During the year, your Board of Directors has planned for expansion with a capital outlay of approximately Rs. 11 crores. This will result in, likely increase of 17 lakhs units from 12 lakhs units in the plant capacity and technology up gradation as well.

Further, to implement the aforementioned expansion plan of the Company with ease, the Company has availed Term Loan amounting to Rs. 65 Million from ICICI Bank, Ramdaspeth Branch, Nagpur

It is proposed to complete the execution of the above expansion plan in year to come.

- Uniform L isting Agreement

The Securities and Exchange Board of India (SEBI) on September 2, 2015 has notified new Listing Regulations, 2015 called as SEBI (LODR) Regulations, 2015 w.e.f. December 1,2015applicable all the Listed Entities, with a view to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability; alignment of Securities Law and Listing Agreement with the Companies Act, 2013 and amendments thereto. Accordingly all the Compliances here onwards (December 2, 2015) are/ shall be made by the Company in compliance of SEBI (LODR) Regulation, 2015.

Pursuant to these regulations, Listed Entities were required to execute new Listing Agreement called as Uniform Listing Agreement with the Stock Exchange on which the Securities of the Company are listed within six months from the date of its notification. The Company executed the same on January 29,2015 with National Stock Exchange of India Limited.

- Change in the nature of business

During the year under review, there is no change in the nature of business of the company

- Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

- Particulars of loans, guarantees or investments under section 186 of the Companies act, 2013

Pursuant to Section 186 of the Companies Act, 2013, the company has not given/taken Loans, Guarantees or Securities from/ to any person or other Body Corporate. Details regarding Investments made are provided in the notes to the financial statement. Please refer to Note 13,14 & 19 to the financial statement

- Corporate Governance

The Company believes in sound corporate governance to win the investors trust Our aim is to always ensure that our performance is driven by integrity. Your Board of Directors exercises their fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Our Corporate governance report for the F Y. 2015-16 forms integral part of this Annual Report

- Management Discussion and Analysis [MDA]

Management Discussion and Analysis, for the year under review, as stipulated under Regulation 34 (2) (e) of SEBI (LODR), 2015, is presented in a separate section forming integral part of this Annual Report.

- Related party transactions

Your Directors draw your attention to âAnnexure A-Form AOC-2â on Related Party disclosures for the year under review.

- Directors and Key Management Personnel

I. Retirement bv rotation:

In accordance with the provisions of section 152[6] of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mrs. Alka Kanoria (DIN: 00041346) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers herself for re-appointment. The Board recommends her reappointment by the members at the ensuing AGM.

II. Profile of the Directors seeking appointment / reappointment:

As required under Regulation 36 (3) of SEB1 (LODR),

2015, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 2 l âAnnual General Meeting.

III. Kev Managerial Personnel:

The following persons are the Key Managerial Personnel(s) of the Company:

so Mr. Ajayprakash Kanoria, Chairman and Managing Director

Mrs. Alka Kanoria, Whole Time D irector no Mr. Vishnu Sontakke, ChiefFinancial Officer (w.e.f April 15,2015)

Ms. Shruti Sohane, Company Secretary (w.e.f April 10,2015)

IV. Board Evaluation:

The criteria for evaluation have been provided in the Corporate Governance Report, which forms integral part of this Report

Also the Policy for Evaluation of Performance of the Board of Directors is uploaded on the website of the Company, for reference visit wwwemkavtansandtools com.

V. Declaration bv Independent Directors:

VI. Familiarization Program for Independent Directors:

The new independent directors were introduced into the Board during the year under review in the month of April. Earlier as per the provisions of Listing Agreement entered with NSE pursuant to listing on August 13, 2015, familiarization program for Independent Directors was not required to be conducted. Hence the company has not conducted any specific Program called âFamiliarization Program for Independent Directorsâ during the F. Y. 201516; however in the Board meeting after their appointment formal introduction and factory visit has been made.

In future whenever Independent Director will be appointed on Board of the Company the applicable provisions shall be complied.

VII. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies.

We seek to promote and follow the highest level of ethical standards in all our business transactions. All our corporate governance policies are available on our website fhttp://emkavtapsandtools com/corporate-novcrnance/1. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Key policies that have been adopted by the Company are as follows:

- Directorsâ Responsibility Statement

NAME OF THE POLICY	BRIEF DESCRIPTION	WEB LINK
Insider Trading Policy	The Company has adopted the Code of Conduct to regulate, monitor and report trading by insiders &Code of fair disclosure of unpublished price sensitive information for the Directors, KMP and other designated officers and connected persons of the Company.	http://emkaytapsandtools.com /insider-trading-policy/
Code of Conduct	The Company has formulated and adopted Code of Conduct for the Senior Management and officers of the Company.	http://emkaytapsandtools.com / code-of-conduct/
Policy on Vigil Mechanism (Whistleblower Policy)	The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics.	http://emkaytapsandtools. com /vigil-mechanism-policy/
CSR Policy	The company believes in the Philosophy of moving together and growing together. The Directors have adopted policy on CSR to spend as required under the Companies Act, 2013 for activities those are benefiting to the Society as a Whole.	http://emkaytapsandtools.com/csr-policy/
Nomination & Remuneration Policy	As required under the provisions of the Companies Act, 2013 Board of Directors has adopted policy for appointment of the Director and for determination of remuneration payable to them.	http ://emkaytapsandtools. com /nomination - remuneration-policy/
Policy for Deter monition of Materiality of Event or Information	This policy has been formulated by the Board of Directors deals with the determination of materiality of the Event/ Information and its dissemination to the Stakeholders at large.	http://emkaytapsandtools.com / corporate-governance/policy -for-determination-of-materiality-of-event-or-information/
Archival Policy	This policy is for retention and preservation of documents and records of the Company.	http://emkaytapsandtools.com / corporate-governance/ archival-policy-for-retention -of-documents_etctl/

In terms of section 134[3] [c] of the Act, your Directors state that:

i. in the preparation of the annual financial statements for the year ended on March 31, 2016, applicable accounting standards read with requirements set out under schedule III of the Act, have been followed along with proper explanation relating to material departures, if any,

ii. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 ''âMarch, 2016 and of the profit of the company for the year ended on that date,

iv. the annual financial statements are prepared on a going concern basis,

v. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

vi. the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

- Board Meetings

During the year under review 14 (fourteen) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of Meetings of the Board and it Committees are given in the Corporate Governance Report.

- Statutory Audit

In accordance with provisions of Section 139(1) of the Companies Act, 2013 M/s. Vijay Agarwal & Co., Chartered Accountants, (FRN No. 138350W), has been appointed as statutory auditors of the company for 5 consecutive financial years i.e. from conclusion of 19* AGM up to the conclusion of 24*^IAGM.

Section 139(1) of the Companies Act, 2013, further provides that the appointment of statutory auditors shal1 be placed before the members at every AGM for ratification. Accordingly, a resolution seeking members ratification for the continued appointment of M/s. Vijay Agarwal & Co., Chartered Accountants, (FRN No. 138350W), as statutory auditors of the company is included at Item No. 3 of the Notice convening the AGM

M/s. Vijay Agarwal & Co. has given their consent and confirmed their eligibility under section 141 of the Companies Act, 2013 and the rules made there under for continuing as statutory auditors of the company. The Board recommends the aforesaid resolution for approval of the members.

M/s. Vijay Agarwal & Co., Chartered Accountants being the Statutory Auditor of the Company, has audited books for the F.Y. March 31, 2016 and accordingly has submitted Independent Auditor''s Report on the same for F.Y. 2015-16. The Board has duly reviewed the Statutory Auditor''s Report on the Accounts. The Observations and comments, appearing in the Auditor''s Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act

Secretarial Audit

Pursuant to the provisions of section 204[ I ] of the Act read with rule 9 of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, company is required to annex the Secretarial Audit report with its Board Report. Accordingly, the appointment of M/s N. R. & Associates, Company Secretaries, Nagpur has been made by the Board in their meeting held on May 30,2016 to carry out secretarial audit for the financial year 2016-17.

The Secretarial Audit Report given by M/s N. R. & Associates, Company Secretaries, Nagpur for the F.Y. 2015-16 is annexed herewith as âAnnexure Bâ. The Board has duly reviewed the Secretarial Auditor''s Report and the observations and comments, appearing in the report are self- explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013,

Business Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report

Internal Control Systems

The company has in place an adequate internal control system, which is commensurate with the size, scale and complexity of the Company and nature of its business operations The Company has made appointment of Mr. Sumit Gaidhane, as Internal Auditor of the Company w.e.f. February 10, 2016 and he reports to the Chairman of the Audit Committee. The scope and functions of Internal Auditor is defined and reviewed by the Audit Committee.

During the year under review the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed.

Extract of Annual Return

The extract of the Annual Return in Form No.MGT-9 is attached as âAnnexure-Câ forms part of the Board''s Report.

- Committees

Pursuant to the provisions of the Act and Rules made there under and SEBI (LODR) regulation, 2015, the board has constituted various committees Composition and other details on the committee are given in the Corporate Governance Report.

Corporate Social Responsibility

Your Board of Directors has constituted a CSR Committee on July 13, 2015 under section 135 of the Act The Annual Report on CSR by the Company is given in âAnnexure-Dâ of this Board Report.

- Particulars of Employees

The information required under section 197 of the Act read with Rule 5[1] of The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is required to be given for the reporting period, as the Provision of Section 197(12) are applicable to the Company in financial year 2015-16.

In compliance of the same, âAnnexure Eâ is given that forms part of the Board''s Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressa 1) Act, 2013

In terms of provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace and Internal complaint Committee has been constituted for the prevention and redressal of complaints of sexual harassment and to look after the matters connected therewith or incidental thereto.

Significant and Material Orders

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operation.

- Acknowledgement:

We take this opportunity to thank our Customers, Vendors, Investors, Bankers and Government Agencies & Regulators, Suppliers & Costumers, Shareholders, National Stock Exchange, Merchant Bankers and all the Business Associates for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support and look forward to their continued support in the future.

For and on behalf of the Board of Directors

EMKAYTAPS AND CUTTING TOOLS LIMITED

Place: Nagpur

Date: Vlav 30,2016

Ajayprakash Kanoria . Alka Kanoria

Chairman &Managing Director Whole-time Director

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