Dear Members,
Your directors are pleased to present the 12th Annual Report of the Company
covering the operating and financial performance together with the Audited Standalone
Financial Statements and the Auditors' Report thereon for the Financial Year ended on
March 31,2025.
1. FINANCIAL RESULTS AND REVIEW OF OPERATIONS:
The financial highlights of the Company during the period ended March 31,2025 are as
below:
(Rs. in Lakhs)
Particulars |
Financial Year 2024-25 |
Financial Year 2023-24 |
Revenue from operations (Net) |
5,920.04 |
3,356.18 |
Other income |
83.11 |
71.67 |
Total Revenue |
6,003.15 |
3,427.85 |
Profit/loss before depreciation, Finance Costs, Exceptional items and
Tax Expense |
817.85 |
1,535.55 |
Less: Depreciation expense |
9.56 |
5.54 |
Profit/loss before Finance Costs, Exceptional items and Tax Expense |
808.29 |
1,530.01 |
Less: Finance costs |
0.79 |
- |
Profit/Loss before Exceptional Items, Extraordinary Items and Tax
Expense |
807.50 |
1,530.01 |
Less: Exceptional Items |
- |
- |
Profit/Loss before Extraordinary Items |
807.50 |
1,530.01 |
Less: Extraordinary Item/ Prior Period Item |
- |
0.87 |
Profit/ (Loss) before tax |
807.50 |
1,529.15 |
Income Tax- Earlier Year |
(0.09) |
5.67 |
Less: Tax expense: |
|
|
(a) Current tax expense |
205.74 |
404.03 |
(b) Deferred tax |
(6.81) |
(10.28) |
Profit / (Loss) for the year |
608.66 |
1,129.72 |
2. STATE OF COMPANY AFFAIRS
GEM Enviro Management Limited is a Waste Management Agency dedicated to building a
greener and more responsible future. With a PAN-India presence and a strong network of
waste collectors and recyclers, GEM enables businesses across sectors to reduce their
environmental impact through efficient and responsible solutions.
Our comprehensive range of services spans across:
• Extended Producer Responsibility (EPR) Credits for diverse waste streams
including Plastics, E- waste, and Batteries.
• Waste collection and transportation, ensuring efficient transfer of waste to
authorized recyclers across India.
• ESG {Environmental, Social, and Governance) Consulting, helping organizations
align with global sustainability standards.
• Information, Education and Communication (IEC) activities, creating awareness
among the general public on responsible waste disposal, reuse, recycling, and sustainable
waste management practices.
Further strengthening its position as a holistic sustainability partner, GEM is
expanding into ESG-focused infrastructure and wastewater management solutions. These
sustainability driven initiatives complement our existing strengths in plastic and e-waste
EPR services, reinforcing GEM's leadership as a comprehensive solutions provider in the
India's ESG landscape.
During the financial year ended March 31, 2025, your Company's revenue from operations
was Rs. 5,920.04 (in Lakhs) as against Rs. 3,356.18 (in Lakhs) of the previous year. The
Company has made Net Profit of Rs. 608.66 (in Lakhs) as against Rs. 1,129.72 (in Lakhs) of
the previous year.
3. TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the General Reserve.
4. DIVIDEND
During the financial year under review, the Company has paid the Final Dividend of Rs.
0.50/- (10%) per equity share of Face value of Rs. 5 /- each fully paid for the financial
year 2023-24.
Further, the Board of Directors of the Company are pleased to recommended the final
Dividend of Rs. 0.25/- (5%) per equity share of Face value of Rs. 5 /- each fully paid for
the financial year 2024-25. The final dividend shall be payable post shareholder's
approval at the ensuing Annual General Meeting ("AGM") of the Company, to the
eligible shareholders within the prescribed timeline in accordance with the applicable
laws.
5. INITIAL PUBLIC OFFER (IPO)
The Company came out with an Initial Public Offer (IPO) of equity shares in accordance
with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, wherein
14,97,600 Equity Shares of Rs. 5/- each were issued as Fresh Issue and 44,92,800 Equity
Shares of Rs. 5/- each were issued as Offer for Sale (OFS).
The public issue was opened on June 19,2024 and closed on June 21,2024 for all the
applicants at an offer price of Rs. 75/- per equity share, including a share premium of
Rs. 70/- per equity share aggregating to Rs. 4492.80 Lakhs.
The Equity shares of the Company were listed on BSE SME Platform with effect from June
26,2024. The Company has paid requisite annual listing fees to BSE Limited (BSE) where its
securities are listed.
6. SHARE CAPITAL
A. Authorized Share Capital
During the financial year under review, there was no change in the Authorized Share
Capital of the Company. On March 31, 2025, the Authorized share capital of the Company was
Rs. 15,00,00,000/- (Rupees Fifteen Crores only) comprising of 3,00,00,000 (Three Crores)
equity shares of Rs. 5/- (Rupees Five only) each.
B. Paid Up Share Capital
During the financial year under review, the paid-up share capital of the Company
increased pursuant to the fresh issue of 14,97,600 (Fourteen Lakh Ninety-seven Thousand
Six Flundred) equity shares through an Initial Public Offering.
As a result, the paid-up share capital of the Company rose from Rs. 10,52,64,000
(Rupees Ten Crore Fifty-Two Lakh Sixty-Four Thousand only) comprising of 2,10,52,800 (Two
Crore Ten Lakh Fifty-Two Thousand Eight Hundred) equity shares of Rs. 5 (Rupees Five only)
each to Rs. 11,27,52,000 (Rupees Eleven Crore Twenty-Seven Lakh Fifty-Two Thousand only)
comprising of 2,25,50,400 (Two Crore Twenty-Five Lakh Fifty Thousand Four Hundred) equity
shares of Rs. 5 (Rupees Five only) each.
7. CHANGE IN THE NATURE OF BUSINESS
During the financial year under review, there is no change in the nature of the
business of the Company.
8. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES
As on March 31,2025, the Company has one Wholly Owned Subsidiary namely GEM Green Infra
Tech Private Limited, which was incorporated on March 21,2025. Furthermore, the Company
does not have any joint ventures or associate companies.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
Appointment and Cessation
Mrs. Mamta Gupta (DIN: 02789086) has tendered her resignation and ceased to be the Non-
Executive Independent Director of the Company with effect from the close of business hours
on May 12, 2025. Consequently, she ceased to be a member in the various committees of the
Board of Directors of the Company. The Board praised her valuable guidance and
contribution to the Company during her association with the Company.
With a view to broad base the Board and to fill the vacancy created on the Board due to
resignation of Mrs. Mamta Gupta, the Board of Directors of the Company, on the
recommendation of Nomination and Remuneration Committee, at their meeting held on Friday,
August 01,2025 had appointed Ms. Sandhya Kohli (DIN: 10527387) as an Additional Director
in the category of Non- Executive Independent Director with effect from August 01,2025,
for the first term of five consecutive years, subject to the approval of shareholders of
the Company in the ensuing AGM and shall not be liable to retire by rotation. Based on the
recommendation of the Nomination and Remuneration Committee, the Board of directors
recommend the proposal of her appointment for consideration of the shareholders at the
ensuing AGM of the Company.
Retire by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013 ("the
Act"), Mr. Sachin Sharma (DIN: 05281526), Managing Director of the Company is liable
to retire by rotation at the ensuing AGM and being eligible, offers himself for
re-appointment.
Based on the performance evaluation, your directors recommend the proposal of his
re-appointment for consideration of the shareholders at the ensuing AGM of the Company.
Brief profile of the Directors proposed to be appointed/ reappointed as required under
Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 C'SEBI Listing Regulations, 2015") and Secretarial Standard - II on
General meetings (SS2) issued by the Institute of Company Secretaries of India (ICSI), are
provided in the Notice of 12th AGM of the Company.
Kev Managerial Personners Appointments and Cessations
Mr. Vijay Kumar Sharma has tendered his resignation from the position of Company
Secretary of the Company with effect from the close of business hours on December 18,
2024, on account of personal reasons.
Mr. Amar Jeet ceased to be acting as the Chief Financial Officer of the Company with
effect from the close of business hours on January 13,2025.
The Board expresses their gratitude and appreciation towards Mr. Vijay Kumar Sharma and
Mr. Amar Jeet, for all the co-operation, support and guidance provided to the Board and
Management, during their association with the Company in the respective roles.
Based on the recommendation of Nomination and Remuneration Committee, the Board of
Directors of the Company had appointed Mr. Bhubanesh Pinani as Chief Financial Officer of
the Company and Ms. Tripti Goyal (Membership No.: ACS73180) as Company Secretary and
Compliance Officer of the Company with effect from January 14,2025.
10. DECLARATION OF INDEPENDENT DIRECTORS
The Company has received the declaration from all the Independent Directors confirming
that they meet the criteria of independence as laid down under Section 149(6) of the Act
and Regulation 16{1)(b) of SEBI Listing Regulations, 2015 and comply with the code for
Independent Directors as specified under Schedule IV of the Act and that they are not
aware of any circumstances or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.
All Independent Directors have also confirmed that they have registered themselves with
the databank maintained by the Indian Institute of Corporate Affairs pursuant to Section
150 of the Act read with the rules made thereunder.
In the opinion of the Board, all the Independent Directors of the Company possess
requisite qualifications, experience and expertise and hold highest standards of integrity
to discharge the assigned duties and responsibilities as mandated by the Act and SEBI
Listing Regulations, 2015 diligently.
Familiarisation Programme
The Company proactively keeps its directors informed about the activities of the
Company, nature of the industry in which the Company operates, its management and its
operations. The policy on familiarization programme of Independent Directors is available
on the Company's website at
https://aemrecvclina.com/policies1/
11. AUDITORS AND AUDITOR'S REPORT
Statutory Auditors:
Pursuant to the provisions of Section 139 of the Act read with rules made thereunder,
the Shareholders of the Company in their 11th AGM held on September 30, 2024,
had appointed M/s Rajiv Mehrotra & Associates, Chartered Accountants (Firm Reg.
Number: 002253C) as the Statutory Auditors of the Company for the period of five
consecutive years and to hold the office till the conclusion of 16th AGM of the
Company to be held for the financial year ended March 31,2029.
The report of the Statutory Auditor does not contain any qualification, reservation,
adverse remark or disclaimer. The auditor's report is self-explanatory and does not
require any explanation or comments from the Board.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Act read with rules made thereunder,
the Board of Directors of the Company in their meeting held on September 05,2024, had
re-appointed M/s Rastogi Sunil & Associates, Chartered Accountants (Firm Reg. Number:
512906C) as the Internal Auditors of the Company for the financial year 2024-25.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act read with rules made thereunder,
the Board of Directors of the Company in their meeting held on September 05, 2024, had
appointed M/s Flemant Kumar Sajnani & Associates, Practicing Company Secretaries
(Membership No.: FCS 7348 and COP No. 14214), as Secretarial Auditor of the Company for
the financial year 2024-25.
The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31,2025
is attached as Annexure I to the Directors' Report and forming part of this Annual
Report.
With regard to the observation of Secretarial Auditor's in their report for the
financial year ended on March 31,2025 stating non - inclusion of certain disclosures as
part of the explanatory statement to the Notice of the Annual General Meeting concerning
the appointment of the statutory auditor, as required under Regulation 36(5) of the SEBI
Listing Regulations, 2015, your directors wish to clarify that the Company has included
the required disclosures under Regulation 36(5) of SEBI Listing Regulations, 2015, under
Statutory Auditors section of the Director's Report for the Financial year ended March
31,2024, while the same was inadvertently omitted to disclose as a part of the explanatory
statement of the Notice of 11th AGM held in the financial year under review.
Further, the details of remuneration paid to the Statutory Auditors is provided under
clause 2 p of Note No. 1 of the Financial Statements for the financial year ended March
31,2025 forming the integral part of this annual report.
The omission of Explanatory statement was completely inadvertent and unintentional,
with no malafide intention. The Company acknowledges the lapse and assures that it remains
committed to adhering strictly to all applicable laws and regulations in both letter and
spirit
The secretarial auditor report for the financial year ended March 31, 2025 does not
contain any other observations, qualifications, reservations, adverse remarks or
disclaimer.
12. DETAILS OF FRAUD REPORTED BY AUDITOR
During the financial year under review, there were no instances of fraud reported by
the auditors of the Company to the Audit Committee or to the Board under Section 143(12)
of the Act.
13. DEPOSITS
During the financial year under review, the Company has neither invited nor accepted
any deposits from the public under Chapter V of the Act.
14. COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Company has duly complied with the
applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the
Board of Directors' and ‘General Meetings', respectively, issued by the Institute of
Company Secretaries of India.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, your Directors to the best of
its knowledge and ability, in respect of the financial year ended March 31,2025, confirm
that:
(a) In the preparation of the annual accounts for the financial year ended on March
31,2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has laid down the set of standards, processes and structure which enables
to implement internal financial control across the Company and ensure that the same are
adequate and operating effectively.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with the operating systems, accounting
procedures and policies of the Company and to maintain the objectivity and independence of
Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the
Board.
Based on the report of Internal Auditor, the Company undertake the corrective action in
their respective areas and thereby strengthen the control.
17. ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) &Section 92(3) of the Act read
with rules made thereunder, the copy of Annual return in Form No. MGT-7 is placed on the
website of the Company at
https://qemrecvclinq.com/wp-content/uploads/2025/08/Annual-Return-FY-2024-25.pdf.
18. COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS
The Board of Directors along with its committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby enhancing
stakeholder value.
A. BOARD OF DIRECTORS:
The Board has a fiduciary relationship in ensuring that the rights of all stakeholders
are protected. The Board of Directors of the Company comprises of four directors as on
March 31,2025.
Composition of Board of Directors:
S. No. |
Name of Director |
Category |
Designation |
1. |
Mr. Dinesh Pareekh |
Non- Executive |
Chairman and Director |
2. |
Mr. Sachin Sharma |
Executive |
Managing Director |
3. |
Mr. Anil Kumar Behl |
Non- Executive |
Independent Director |
4. |
Mrs. Mamta Gupta* |
Non- Executive |
Independent Director |
5. |
Mrs. Sandhya Kohli** |
Non- Executive |
Independent Director |
* Mrs. Mamta Gupta {DIN: 02789086), Independent Director of the Company ceased to be a
Director of the Company w.e.f. May 12,2025.
**Mrs. Sandhya Kohli (DIN: 10527387) was appointed as an Independent Director of the
Company w.e.f. August 01,2025.
Meetings of Board of Directors:
During the financial year 2024-25, the Board of Directors of the Company had met 11
times. The intervening gap between the two meetings was within the period prescribed under
the Act and SEBI Listing Regulations, 2015. The details of the Board Meeting held during
the financial year and attendance of Directors are as follows:
|
Date of |
|
Directors |
|
S. No* |
Meeting |
Sachin Sharma |
Dinesh Pareekh |
Anil Kumar Behl |
Mamta Gupta |
1. |
01-04-2024 |
Yes |
Yes |
Yes |
Yes |
2. |
20-04-2024 |
Yes |
Yes |
Yes |
Yes |
3. |
27-05-2024 |
Yes |
Yes |
Yes |
Yes |
4. |
12-06-2024 |
Yes |
Yes |
Yes |
Yes |
5. |
24-06-2024 |
Yes |
Yes |
Yes |
Yes |
6. |
10-08-2024 |
Yes |
Yes |
Yes |
Yes |
7. |
05-09-2024 |
Yes |
Yes |
Yes |
Yes |
8. |
14-11-2024 |
Yes |
Yes |
Yes |
Yes |
9. |
13-01-2025 |
Yes |
Yes |
Yes |
Yes |
10. |
10-02-2025 |
Yes |
Yes |
Yes |
Yes |
11. |
07-03-2025 |
Yes |
Yes |
Yes |
Yes |
B. COMMITTEES
During the financial year under review, the Board has 4 (Four) Committees viz:
1) Audit Committee
2) Nomination & Remuneration Committee
3) Stakeholder Relationship Committee
4) Corporate Social Responsibility Committee
Further, the Board constituted Business and Finance Committee with effect from May
12,2025.
AUDIT COMMITTEE;
The Audit Committee has been constituted by the Board in compliance with the
requirements of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations,
2015. The terms of reference of Audit Committee are available on the website of the
Company at https://qemrecvclinq.com/wp-
content/uploads/2025/03/Terms-of-reference-of-Audit-Committee.pdf.
Composition of Audit Committee:
As on March 31,2025, the Audit Committee of your Company comprised of three Directors.
The details of the composition of the Audit Committee are as follows:
S. No. |
Name of Director |
Designation |
Category |
1 |
Mr. Anil Kumar Behl |
Chairman |
Independent Director |
2 |
Mr. Sachin Sharma |
Member |
Managing Director |
3 |
Mrs. Mamta Gupta* |
Member |
Independent Director |
4 |
Mrs. Sandhya Kohli** |
Member |
Independent Director |
*Mrs. Mamta Gupta ceased to be a member of the committee w.e.f. May 12,2025 due to
cessation as Independent Director of the Company.
**Mrs. Sandhya Kohli {DIN: 10527387), Non-Executive Independent Director is the Member
of the Audit Committee with effect from August 02,2025.
All the Members of the Audit Committee have the requisite qualification for appointment
on the Committee and possess sound knowledge of finance, accounting practices and internal
controls. The Company Secretary of the Company acts as the Secretary to the Audit
Committee.
Meeting of Audit Committee:
During the financial year 2024-25, the Audit Committee of the Company had met 5 times.
As per the provisions of Regulation 18 of the SEBI Listing Regulations, 2015, the Audit
Committee shall meet at least four times in a financial year and not more than one hundred
and twenty days shall elapse between two consecutive meetings. The committee has convened
its meetings during the financial year under review as per the applicable provisions. The
details of the Audit Committee meeting held during the financial year and attendance of
Directors are as follows:
S. No. |
Date of Meeting |
Anil Kumar Behl |
Directors Sachin Sharma |
Mamta Gupta |
1. |
20-04-2024 |
Yes |
Yes |
Yes |
2. |
10-08-2024 |
Yes |
Yes |
Yes |
3. |
05-09-2024 |
Yes |
Yes |
Yes |
4. |
14-11-2024 |
Yes |
Yes |
Yes |
5. |
10-02-2025 |
Yes |
Yes |
Yes |
The Board of directors has accepted all the recommendations of the Audit Committee
during the financial year under review.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) has been constituted by the Board in
compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations, 2015. The terms of reference of NRC are available on the website of
the Company at
https://aemrecvclina.com/wp-content/uploads/2025/Q3/Terms-of-reference-of-Nomination-and-
Remuneration-Committee.pdf.
Composition of Nomination and Remuneration Committee:
As on March 31, 2025, the NRC of your Company comprised of three Directors. The details
of the composition of the NRC are as follows:
S. No. |
Name of Director |
Designation |
Category |
1 |
Mr. Anil Kumar Behl |
Chairman |
Independent Director |
2 |
Mr. Dinesh Pareekh |
Member |
Non- Executive Director |
3 |
Mrs. Mamta Gupta* |
Member |
Independent Director |
4 |
Mrs. Sandhya Kohli** |
Member |
Independent Director |
*Mrs. Mamta Gupta ceased to be a member of the committee w.e.f. May 12, 2025 due to
cessation as Independent Director of the Company.
**Mrs. Sandhya Kohli (DIN: 10527387), Non-Executive Independent Director is the Member
of the Audit Committee with effect from August 02,2025.
The Company Secretary of the Company acts as the Secretary to the Nomination and
Remuneration Committee.
Meeting of Nomination and Remuneration Committee:
During the financial year 2024-25, the NRC of the Company had met 4 times. As per the
provisions of Regulation 19 of the SEBI Listing Regulations, 2015, the NRC shall meet at
least once in a financial year. The committee has convened its meetings during the year
under review as per the applicable provisions. The details of the NRC meeting held during
the financial year and attendance of Directors are as follows:
S. No. |
Date of Meeting |
Anil Kumar Behl |
Directors Dinesh Pareekh |
Mamta Gupta |
1. |
05-09-2024 |
Yes |
Yes |
Yes |
2. |
13-01-2025 |
Yes |
Yes |
Yes |
3. |
10-02-2025 |
Yes |
Yes |
Yes |
4. |
07-03-2025 |
Yes |
Yes |
No |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee (SRC) has been constituted by the Board in
compliance with the requirements of Section 178 of the Act and Regulation 20 of the SEBI
Listing Regulations, 2015.
The SRC considers and resolves the grievances of our shareholders, including complaints
relating to nonreceipt of annual report, transfer and transmission of securities,
non-receipt of dividends/interests and such other grievances as may be raised by the
security holders from time to time. The term of reference of SRC is available on the
website of the Company at https://aemrecvclina.com/wp-
content/uploads/2025/03/Terms-of-reference-of-Stakeholders-Relationship-Committee.pdf.
Composition of Stakeholders Relationship Committee:
As on March 31, 2025, the SRC of your Company comprised of three Directors. The details
of the composition of the SRC are as follows:
S. No. |
Name of Director |
Designation |
Category |
1 |
Mr. Dinesh Pareekh |
Chairman |
Non-Executive Director |
2 |
Mr. Anil Kumar Behl |
Member |
Independent Director |
3 |
Mr. Sachin Sharma |
Member |
Managing Director |
The Company Secretary of the Company acts as the Secretary to the Stakeholders
Relationship Committee.
Meeting of Stakeholders Relationship Committee:
During the financial year 2024-25, the SRC of the Company had met once. As per the
provisions of Regulation 20 of the SEBI Listing Regulations, 2015, the SRC shall meet at
least once in a financial year. The committee has convened its meetings during the year
under review as per the applicable provisions. The details of the SRC meeting held during
the financial year and attendance of Directors are as follows:
The details relating to Number of complaints received and resolved to the satisfaction
of investors during the financial year ended March 31,2025, are as under:
Number of investor complaints pending at the beginning of year |
0 |
Number of investor complaints received during the year |
2 |
Number of investor complaints disposed off during the year |
1 |
Number of investor complaints those remaining unresolved at the end of
year |
1 |
With respect to the pending complaint, the complainant lodged the complaint via SCORES
platform on March 17,2025. The Company submitted its Action Taken Report (ATR) on March
21,2025. Thereafter, SEBI disposed off the complaint on April 2,2025.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility (CSR) Committee has been constituted by the Board
in compliance with the requirements of Section 135 of the Act. The terms of reference of
CSR Committee are available on the website of the Company at
https://qemrecvclina.com/wp-content/uploads/2Q25/03/Terms-of-
reference-of-Corporate-Social-Responsibilitv-Committee.pdf.
Composition of Corporate Social Responsibility Committee:
As on March 31,2025, the CSR Committee of your Company comprised of three Directors.
The details of the composition of the CSR Committee are as follows:
S. No. |
Name of Director |
Designation |
Category |
1 |
Mr. Sachin Sharma |
Chairman |
Managing Director |
2 |
Mr. Anil Kumar Behl |
Member |
Independent Director |
3 |
Mr. Dinesh Pareekh |
Member |
Non- Executive Director |
s.np |
Date of |
Directors |
. |
Meeting |
Dinesh Pareekh |
Anil Kumar Behl |
Sachin Sharma |
1 |
10-02-2025 |
Yes |
Yes |
Yes |
The Company Secretary of the Company acts as the Secretary to the Corporate Social
Responsibility Committee.
Meeting of Corporate Social Responsibility Committee:
During the financial year 2024-25, the CSR Committee Company had met 4times. The
committee has convened its meetings during the year under review as per the applicable
provisions. The details of the CSR Committee meeting held during the financial year and
attendance of Directors are as follows:
S. No. |
Date of Meeting |
Sachin Sharma |
Directors Anil Kumar Behl |
Dinesh Pareekh |
1 |
20-04-2024 |
Yes |
Yes |
Yes |
2 |
12-06-2024 |
Yes |
Yes |
Yes |
3 |
24-06-2024 |
Yes |
Yes |
Yes |
4 |
10-02-2025 |
Yes |
Yes |
Yes |
INDEPENDENT DIRECTOR'S:
Pursuant to the provisions of the Schedule IV of the Act and Regulation 25 of the SEBI
Listing Regulations, 2015, the Independent Directors of the Company shall meet at least
once in a financial year, without the presence of non- independent Directors and members
of the management. During the financial year, the Meetings of Independent Directors was
held in following manner:
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the financial year under review, as
required under Regulation 34(2) read with Schedule V of the SEBI Listing Regulations, 2015
has been enclosed separately in the Annual Report.
S. No. |
|
Directors |
| uate ot Meeting |
Anil Kumar Behl |
Mamta Gupta |
1 |
10-02-2025 |
Yes |
Yes |
20. CORPORATE GOVERNANCE REPORT
Pursuant to the provisions of Regulation 15 of SEBI Listing Regulations, 2015, the
compliance on Corporate Governance provisions shall not be mandatory for companies having
listed on SME Platform. Since, the Company has listed its Equity Shares on SME Platform of
BSE Limited, the report on Corporate Governance is not applicable to us.
21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Since the Company is SME Listed, the requirement of the Business Responsibility and
Sustainability Report for the financial year ended March 31,2025 is not applicable.
The Company has voluntarily enclosed Business Responsibility and Sustainability Report
as Annexure II to this report and forming part of this Annual Report.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the Section 135 of the Act, the Company has undertaken CSR
activities, projects and programs as provided in the CSR policy of the Company and as
identified under Schedule VII of the Act.
During the financial year under review, the Company has spent Rs. 20,00,000 (Rupees
Twenty Lakhs) through Gyan Daanam Gurukul and Rs. 6, 00,000 (Rupees Six Lakhs) through
Global Social Welfare Organisation on CSR activity. The Annual report on the CSR
activities undertaken during the financial year ended March 31,2025 is set out in Annexure
III to this report.
The CSR policy is available on the website of the Company at
https://aemrecvclina.com/wp- content/uploads/2024/02/GEM-CSR-Policv.pdf.
23. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Directors' appointment and remuneration was adopted by the Board on the
recommendation of the NRC which lays down a framework in relation to appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The said policy is in compliance with Section 178 of the Act and SEBI Listing
Regulations, 2015 and is available on the website of the Company at
https://aemrecvclina.com/wp-
content/uploads/2025/08/Nomination-and-Remuneration-policv.pdf.
24.VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/ Whistle Blower policy in accordance with
the Section 177 of the Act and SEBI Listing Regulations, 2015. The Whistleblower Policy
provides for adequate safeguards against victimization of director(s) / employee(s) who
avail the mechanism and also provides for direct access to the Chairperson of the Audit
Committee to report actual or suspected unethical
behaviour, fraud or violation of the Company's Code of Conduct/ ethics/ principles and
matters specified in the Policy.
The Policy ensures complete protection to the whistleblower and follows a
zero-tolerance approach to retaliation or unfair treatment against the whistleblower and
all others who report any concern under this Policy.
During the financial year under review, the Company did not receive any complaint of
any fraud, misfeasance, etc. The policy is available on the website of the Company at
https://qemrecvclinq.com/wp- content/uploads/2024/06/Whistle-Blower-Policv.pdf.
25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No Material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year 2024-25 and the date of this report.
26.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
During the financial year under review, no significant or material orders were passed
by the Regulators or Courts or Tribunals, which would impact the going concern status and
company's operations in future.
27. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to provisions of the Act and SEBI Listing Regulations, 2015, the Board of
Directors of the Company in their meeting held on February 10, 2025, has carried out the
annual evaluation of its own performance, board committees and of individual Directors.
The performance evaluation of Independent Directors was done by the entire Board of
Directors, excluding the director being evaluated.
The parameters considered for evaluation of the performance of the Board as a whole,
Individual Directors (including Independent Directors and Chairperson) and various
Committees of the Board were as per the SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2017/004 dated
January 5,2017 on Guidance Note on Board Evaluation and Guidance note issued by the
Institute of Company Secretaries of India in this regard. The Board of Directors expressed
their satisfaction with the evaluation process.
In compliance with Schedule IV of the Act and Regulation 25 of SEBI Listing
Regulations, 2015, a separate meeting of the Independent Directors was held on February
10, 2025, without the presence of nonindependent directors and members of the management.
The independent directors at their meeting reviewed the performance of non-independent
directors and the Board as a whole and performance of the Chairman of the Company after
taking into account the views of executive directors and non-executive directors of the
Company. They have also assessed the
quality, quantity and timeliness of flow of information between the management of the
Company and the Board of directors that is necessary for the Board to effectively and
reasonably perform their duties. The Independent Directors expressed their satisfaction on
the above reviews/evaluation.
28. RISK MANAGEMENT
The Company is aware of the risks associated with the business. It regularly analyses
and takes corrective actions for managing/mitigating the same.
The Company has framed a formal Risk Management Policy for risk assessment and risk
minimization which is periodically reviewed to ensure smooth operation and effective
management control. In the opinion of the Board, there are no risks that can threaten the
existence of the Company. The Audit Committee also reviews the adequacy of the risk
management framework of the Company, the key risks associated with the business and
measure and steps in place to minimize the same.
The Risk Management policy is available on the website of the Company at
https://qemrecvclinq.com/wp-content/uploads/2024/Q6/risk-manaqement-policv.pdf.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186 of the Act, the disclosure on particulars of loans or guarantee
or investment made by the Company is provided in the Note 11 of the Financials Statements
forming part of this Annual Report.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year under review, all contracts/ arrangements/ transactions
entered by the Company with the related parties were in the ordinary course of business
and on an arm's length basis. Further, the Company has not entered into any contracts/
arrangements/ transactions with related parties which qualify as material in accordance
with the Company's Policy on Related Party Transactions. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3) (h) of the Act, read with Rule
8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.
The details of the related party transactions as per Accounting Standards (AS) 18 are
set out in clause 2 (n) of Note No. 1 of the Financial Statements of the Company forming
part of this Annual Report and the Company's policy on Related Party Transaction is
available on the website of the Company at
https://qemrecvclino.com/wp-content/uploads/2024/06/Policv-on-dealinq-with-Related-Partv-
Transaction.pdf.
31. PARTICULARS OF EMPLOYEES
The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure IV to this Report.
The information showing names and other particulars of employees as per Rule 5(2) and
5(3) of the aforesaid Rules forms part of this report. However, pursuant to Section 136 of
the Act, the Annual report is being sent to the members and others entitled thereto
excluding the aforesaid information. Any member interested in obtaining a copy thereof,
may write to the Company Secretary and the said information is available for inspection by
members at the registered office of the Company during business hours on all working days
up to the date of ensuing AGM.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy, Technology Absorption
The Particulars as required under the provisions of Section 134(3)(m) of the Act in
respect of conservation of energy and technology absorption are not applicable to the
Company.
B. Foreign Exchange earnings and Outgo
33. MAINTENANCE OF COST RECORDS
The Company is not required to maintain the cost records as specified by the Central
Government under Section 148 of the Act
34. DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has Internal Complaints Committee as required under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the
financial year under review, there were no cases filed pursuant to the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
35.DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
Your Company confirms that no application has been made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016 ("the Code") during the year
under review. Your Company further confirms there are no past applications or proceedings
under the Code.
36.DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There was no instance of one- time settlement with any Bank or Financial Institution.
37. ACKNOWLEDGEMENT
Your directors wish to place on record its sincere gratitude to all the shareholders
for their unwavering support and continued confidence in the Company. We are also grateful
for the valuable support and cooperation received from regulatory authorities, bankers,
partner organizations, agencies, and external professionals associated with the Company.
Your directors also wish to place on record their sincere appreciation to all employees
across levels for their dedication, hard work, and commitment which have been instrumental
in enabling the Company to grow and thrive amidst challenges.
For and on behalf of the Board of Directors |
GEM ENVIRO MANAGEMENT LIMITED |
|
Sd/- |
Sd/- |
Dinesh Pareekh |
Sachin Sharma |
DIN: 00629464 |
DIN: 05281526 |
Chairman and Director |
Managing Director |
Date: 26 August, 2025 |
|
Place: Delhi |
|
