Your Directors present their 24th Annual Report together with AuditedStatement of Accounts of your Company for the year ended 31st March 2016.
|Financial Results ||(Rs. in Lacs) ||(Rs. in Lacs) |
| ||2015-2016 ||2014-2015 |
|Profit / (Loss) before Interest || || |
|Depreciation and Tax ||(65.20) ||(8.86) |
|Depreciation: ||2.72 ||6.87 |
|Deferred Tax ||(21.39) ||(3.94) |
|Net Profit / (Loss) ||(46.53) ||(11.79) |
Operations Managements discussions and analysis:
We reported last year that we were negotiating with an Indo-Canadian joint venturecompany for sub-leasing our excess land. We are happy to announce that it has beensuccessfully & fruitfully concluded. We are in the process of completing the balancelegal formalities. We will be getting the regular sub-lease rent from the beginning of thenext financial year which will be easing our working capital situation which in turnwill help improve our top and bottom lines from the next year onwards.
As the Company has accumulated losses no dividend is recommended.
Change in nature of business if any:
There has been no change in the nature of business of the Company during the year underreview.
Amounts transferred to Reserves:
No amount is transferred to reserves.
During the financial year 2015-16 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
The company has not issued shares with voting rights and / or differential votingrights nor granted stock options nor sweat equity during the year under review.
Material Changes affecting the Financial Position of the Company:
There have been no material changes / events occurring after balance sheet date tillthe date of the report to be stated.
Details of Directors and Key Managerial Personnel:
In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Dr. (Mrs.) Anuradha S. Raghavan and Dr. (Mrs.) Sarada S. RaghavanDirectors of the Company retire by rotation at the forthcoming Annual General Meeting andbeing eligible offer themselves for re-appointment.
Pursuant to the provisions of the Company's Act 2013 a structured questionnaire wasprepared after taking into consideration of the various aspects of the Board'sfunctioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance.
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 and the Clause 49 of the listingAgreement that the Independent Directors of the Company meet with the criteria of theirIndependence laid down in Section 149(6).
The performance evaluation of the independent Directors was completed. The performanceevaluation of the Chairman and the Non-independent Directors was carried out by theindependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
Number of Meetings of the Board:
During the Financial Year 2015-2016 four meeting of the Board of Directors were heldon 14th May 2015 12th August 2015 6th November 2015 and 5th February 2016
Particulars of Loans Guarantees or Investments by Company:
Details of Loans Guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements.
Whistle Blower Policy:
The Company has a whistle blower policy to report genuine concerns or grievances.
Remuneration and Nomination Policy:
The Company has formulated the Nomination & Remuneration policy for its directorskey managerial personnel and other employees keeping in view the followings
the level and composition of remuneration is
reasonable and sufficient to attract retain and motivate directors of the qualityrequired to run the company successfully;
relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the company and its goals:
This policy also lays down criteria for selection and appointment of Board Members.
Company established a vigil mechanism pursuant to the provisions of section 177(9)& (10) of the Companies Act 2013 and as per Clause 49 of the Listing Agreement fortheir directors and employees to report their genuine concerns or grievances.
Risk Management Policy:
Company has developed and implements Risk Management Policy including identification ofelements of risk which in the opinion of the Board may threaten to the existence of thecompany. Company also reviewed & evaluates the implementation process of riskmanagement policy time to time so that future risk can be minimized.
Related Party Transactions:
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 are not attracted.
Significant and Material Orders passed by the Regulators or Courts:
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:
(i) That in the preparation of the Annual Accounts for the year ended March 31st 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(ii) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 st March 2016 and of the profit/ loss of the Company for that period;
(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) The annual accounts have been prepared on a going concern basis;
(v) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and\
(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Corporate Social Responsibility (CSR):
The company is not covered under the Companies (Corporate Social Responsibility) Rules2013.
Internal Control System and Adequacy:
The company has a proper and adequate internal control system to ensure that its assetsare safeguarded and protected against unauthorized use and disposition and all thetransactions are properly recorded and reported. The company also has a system ofmanagement reviews to ensure compliance with the prescribed procedures and authoritylevels.
Statutory Auditors and Explanation to Auditors Remarks:
M/s. V. Sankar Aiyar & Co Chartered Accountants who are statutory auditors of theCompany hold office up to the forthcoming Annual General Meeting and are recommended forre-appointment to audit the accounts of the Company as required under the provision ofsection 139 of Companies Act 2013. The Audit Report does not contain any qualification /adverse remark.
Audit of Cost Records is not applicable to the Company for year 2015-2016 as perSection 148 and relevant rules issued under the said Section.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed Shri. Dinesh Kumar Deora a firm of CompanySecretaries in Practice (Mem. FCS No. 5683 C.O.P. No. 4119) to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is included as Annexure - B and formsan integral part of this Report.
In regards to the qualification mentioned on Secretarial Auditor Report the Companyhas been in the process of appointing a CFO and Company Secretary as the Company is notgetting candidates in view of small size of business operations of the Company.
Particulars of Employees:
The Company at present does not have any employee details of which are required to bedisclosed pursuant to Section 197 read with rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Details of Subsidiary Joint Venture or Associates:
There is no subsidiary Joint Venture or Associate Company.
Disclosures under sexual harassment of Women at workplace (Prevention Prohibition& Redressal) Act 2013:
There are no cases filed under the above Act and hence no comments required on disposalof the cases under the same.
Statement Pursuant to Listing Agreements:
The Company's shares are listed with the BSE Ltd. Your Company has paid the annuallisting fees up to date.
Extract of Annual Returns:
The extract of Annual Return in format MGT -9 for the Financial Year 2015-16 has beenenclosed with this report as per Annexure A.
Conservation of Energy and Technology Absorption:
As the Company's own factory has not been in operation no special energy savingmeasures is required and hence no report on technology absorption is required.
Foreign Exchange Earnings and Outgo:
|Earnings ||' 3018020/- |
|Outgo ||' 46200/- |
The Company is exempted under Regulations 15(2)(a) of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 as regards the compliance of corporate governanceand report of the same in Annual Report since the paid up equity share capital of theCompany is not exceeding Rupees Ten Crore and net worth is not exceeding Rupees: TwentyFive Crore..
Your Directors wish to place on record their appreciation of the wholeheartedco-operation received by the Company from the Shareholders Employees and its Bankersduring the year under review.
|By the order of the Board || |
|For Emmessar Biotech & Nutrition Limited || |
|Place: Mumbai || |
|Date: 27.05.2016 ||Managing Director |