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EMA India Ltd.

BSE: 522027 Sector: Engineering
NSE: N.A. ISIN Code: INE279D01016
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OPEN 3.49
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VOLUME 100
52-Week high 19.60
52-Week low 3.33
P/E
Mkt Cap.(Rs cr) 0
Buy Price 3.66
Buy Qty 100.00
Sell Price 3.33
Sell Qty 50.00

EMA India Ltd. (EMAINDIA) - Director Report

Company director report

To

The Members

Your directors have pleasure to present the 48 Annual Report of the Company togetherwith the Audited Accounts for the financial year ended on 31 March 2019.

Financial Results:

The summarised financial results of the Company for the financial year ended 31 March2019 as compared to the previous year were as under:

(Amount in Rs.)
Particulars F.Y. 2018 -19 F.Y. 2017 -18
Revenue from Operations 145000 768600
Other Income 3035678 913395
Total Income 3180678 1681995
Total Expenditure 5142852 6289392
Profit / (Loss) before Interest Depreciation and Tax (1617670) (4225718)
Less: Finance Costs 1010 34465
Less: Depreciation and Amortization Expenses 343495 347214
Profit / (Loss) before Exceptional / Prior Period Items and Tax (1962175) (4607397)
Less: Exceptional Items - -
Profit / (Loss) before Tax (1962175) (4607397)
Less: Tax Expenses - -
Profit / (Loss) for the year (1962175) (4607397)
Other Comprehensive Income:
Add: Items that will not be reclassified to profit or loss (2370009) 474305
Other Comprehensive Income for the year (2370009) 474305
Total Comprehensive income for the year (4332184) (4133092)

State of Company's Affairs:

The Company has shut down its manufacturing activities which results into uneconomicaloperations and disposing off the discarded and unviable machines equipments and otherassets of the Company.

Subsidiaries Joint Ventures or Associate Companies:

The Company has no subsidiary joint venture or an associate company. Accordinglyinformation in prescribed Form AOC-1 is not required.

Material Changes and Commitments:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the Financial Statements relate and the date of this Report.

Change in the Nature of Business:

During the year under review there were no changes in nature of the business of theCompany.

Dividend:

Your Directors are not in a position to recommend dividend as the Company is incurringlosses for past 10 years.

Reserves & Surplus:

The loss of Rs. 4332184 incurred during the year has been adjusted under the headReserves & Surplus of the Balance Sheet.

Directors & Key Managerial Personnel:

Ms. Rakshita Bhargava (DIN: 00234224) Director of the Company retires by rotation atthe ensuing Annual General Meeting of the Company and being eligible has offered herselffor re-appointment and the Board recommends her reappointment.

The Board considered for immense benefit to the Company and it is desirable to continueto avail services of Mr. Krishna Das Gupta (DIN 00374379) and Mr. Mahabir Prasad Sharma(DIN 06491244) as independent directors and proposed to shareholders to re-appoint themfor another term of Five years in the ensuing AGM.

Ms. Ranjana Bhargava Whole Time Director and also designate her as Chief FinancialOfficer of the Company was re-appointed in the 46 Annual General Meeting of theShareholders held on 25 September 2017 for a period of three years and your Board alsorecommended to the shareholders re-appoint her for term or three years w.e.f. 1 April2020.

The brief resume of directors for seeking re-appointment at the ensuing Annual GeneralMeeting their experience in specific functional areas and the companies in which theyhold directorship and/or membership/chairmanship of the committees of the Board theirshareholdings etc. as stipulated under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is given in the Notice of the 48 Annual General Meeting.

Changes in Share Capital if any

During the year under review there is no change in the share capital of the Company.

Statutory Auditors & Audit Report:

Pursuant to provisions of Section 139 of the Act and Rules thereunder M/s. Rishabh& Co. Chartered Accountants Kanpur (FRN 010915C) were appointed as StatutoryAuditors of the Company for a term of five years to hold office from the conclusion of 46Annual General Meeting of the Company held on 25 September 2017 till the conclusion ofthe 51 Annual General Meeting to be held in the year 2022 subject to ratification oftheir appointment at every subsequent Annual General Meeting.

As the first proviso to sub-section (1) of Section 139 of the Act requiringratification has been omitted by the Companies (Amendment) Act 2017 as notified by theMinistry of Corporate Affairs on 7 May 2018 resolution seeking ratification of theirappointment does not form part of the Notice convening the 48 Annual General Meeting.

The report of Statutory Auditors does not require any comments from directors as thereis no qualification reservation adverse remark or disclaimer.

Frauds reported by Auditors:

As per Section 143 of the Act the report of Auditors states that the Company has notcommitted any frauds during the year.

Particulars of Loans Guarantees or Investment:

There were no loans guarantees or investments made by the Company under Section 186 ofthe Act during the year under review and hence the provisions of the said Section havebeen complied with.

Related Party Transactions:

The Company has not entered into any transactions with related party. Accordinglyinformation in prescribed Form AOC-2 is not required.

Deposits:

1. Accepted during the year: NIL

2. Remained unpaid or unclaimed as at the end of the year: NIL

3. If there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved:

a. At the beginning of the year: NIL

b. Maximum during the year: NIL

c. At the end of the year: NIL

Deposits not in compliance with Chapter V of the Act:

The Company has not accepted any deposits covered under the provisions of Section 73 ofthe Act and the Rules made there under.

Managerial Remuneration:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details is given below:

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year

Name of the director Designation DIN Ratio
Ms. Ranjana Bhargava Whole Time Director and CFO 00234421 14.07:1

2. Percentage increase in remuneration of each director CFO and CS in the financialyear:

Name of the director/CEO Designation DIN/PAN Percentage increase
Ms. Ranjana Bhargava Whole Time Director and CFO 00234421 10.71%
Ms. Namita Sabarwal Company Secretary FVUPS5879D NIL

3. Percentage increase in the median remuneration of employees in the financial year: NIL

4. Number of permanent employees on the rolls of Company: 5

5. The Company is giving statutory increase in average remuneration of workers sincethe Company is incurring losses.

6. We confirm that the remuneration is as per the remuneration policy of the Company.

7. The Company has no employee including the directors of the Company who are inreceipt of remuneration in excess of Rs.8.5 lakh per month or Rs. 102 lakh per annum.

The statement containing names of top ten employees in terms of the remuneration drawnand the particulars of employees as required pursuant to Section 197 (12) of the Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of the employees of the Company are available forinspection by members at the Registered Office of the Company 21 days before the AnnualGeneral Meeting during business hours on any working days (Monday to Friday) of theCompany upto the date of the ensuing Annual General Meeting. Any member who is interestedin obtaining a copy thereof may write to the Company Secretary at the Registered Officeof the Company and the same will be furnished on such request.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Act your directors statethat:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;

(b) 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 and of the profit and loss of the Companyat the end of the financial year;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and were operatingeffectively; and

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

Compliance of Secretarial Standards:

During the financial year under review the Company has complied with the applicableSS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (SecretarialStandard on General Meetings) issued by The institute of Company Secretaries of India andapproved by the Central Government.

Declaration by Independent Directors:

The Company has received declaration from all the independent directors of the Companyin accordance with the provisions of Section 149 of the Act whose names are as under:

1. Mr. Krishna Das Gupta

2. Mr. Mahabir Prasad Sharma

Audit Committee:

As per the Section 177 of the Act The audit committee consists of the followingnon-executive directors. The composition of Audit Committee is as under:

Name of the Director Position held in the Committee Category of the Director
Ms. Rakshita Bhargava Chairperson Non-Executive Non Independent Director
Mr. Krishna Das Gupta Member Non-Executive Independent Director
Mr. Mahabir Prasad Sharma Member Non-Executive Independent Director

Nomination comprises and Remuneration Committee:

As per the Section 178(1) of the Act the Company's Nomination and RemunerationCommittee of following three Non-executive Directors:

Name of the Director Position held in the Committee Category of the Director
Mr. Krishna Das Gupta Chairman Non-Executive Independent Director
Mr. Mahabir Prasad Sharma Member Non-Executive Independent Director
Ms. Rakshita Bhargava Member Non-Executive Non Independent Director

Stakeholder Relationship Committee:

The members of Stakeholder Relationship Committee are as follows:

Name of the Director Position held in the Committee Category of the Director
Ms. Rakshita Bhargava Chairperson Non-ExecutiveNon Independent Director -
Mr. Krishna Das Gupta Member Non-Executive Independent Director -
Mr. Mahabir Prasad Sharma Member Non-Executive Independent Director -

Role of Nomination and Remuneration Committee:

1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director'sperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

3. The Committee shall ensure that the level and composition of remuneration isreasonable and sufficient to attract retain and motivate Directors of the qualityrequired to run the Company successfully and relationship of remuneration to performanceis clear and meets appropriate performance benchmarks.

4. The Committee shall ensure that the remuneration to Directors Key ManagerialPersonnel and senior management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of theCompany and its goals.

5. Regularly review the Human Resource function of the Company and reassess theadequacy of this charter periodically and recommend any proposed changes to the Board forapproval from time to time

6. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the Board from time to time and make reports to the Board as appropriate.

7. Such other work and policy related and incidental to the objectives of thecommittee as per provisions of the Act and rules made there under.

Remuneration Policy:

1. The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board Meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.

2. The Non-Executive Directors are paid remuneration by way of Sitting Fees. TheNon-Executive Directors are paid sitting fees for each meeting of the Board of Directorsattended by them.

Annual Evaluation of Board of its own performance of its Committees and IndividualDirectors:

The Company has established a framework for performance evaluation in line withapplicable regulatory provisions and in compliance with the Act and the performanceevaluation of the Board and its Committees were carried out during the year under review.

The evaluation was made in the overall context of the effectiveness of the Board andthe respective Committees in providing guidance to the operating management of theCompany level of attendance in the Board/Committee meetings constructive participationin the discussion on the agenda items effective discharge of the functions and roles ofthe Board/ Committees. A detailed discussion followed on the basis of the aforesaidcriteria and the Board collectively agreed that the Board and all its Committees fulfilledthe above criteria and positively contributed in the decision making process at theBoard/Committee level.

The Board has evaluated the performance of all the individual directors on the basis ofevaluation criteria specified in the Nomination and Remuneration policy of the Company.

The Nomination and Remuneration Committee has reviewed the performance of all theindividual directors (Independent Directors Non-Independent Directors and the Chairpersonof the Company) based on their knowledge level of preparation and effective participationin meetings understanding of their role as Directors etc.

The Independent Directors of the Company have also reviewed the performance of the Non-Independent Directors the Chairperson and the Board. Structured questionnaires wereevolved and used by the reviewers to assess Board effectiveness and for evaluation ofNon-Independent Directors Independent Directors Committees and Chairperson. The Boardwould use the results of the evaluation process to improve its effectiveness in the bestinterest of the Company.

Corporate Social Responsibility:

The provisions of Corporate Social Responsibility under the Act are not applicable tothe Company.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

A) Conservation of Energy:

The operations of the Company are not energy intensive therefore no capital investmenthas been made on energy conservation equipments during the year. The Company hasendeavoured to conserve energy consumption wherever feasible and has not utilizedalternate sources of equipments.

B) Technology Absorption:

No new technology has been imported during last 5 years. However the technology forTransistorized Converters other equipments and parts of Induction Heating Machinesimported has been fully absorbed.

The industry has been under recession from past many years due to which manufacturingis unviable at low volumes and as a result of which Company is incurring losses from itsmanufacturing activities and has shut down manufacturing activities and dispose off plantand machinery.

C) Foreign Exchange Earnings and Outgo:

The details of earnings and outgo in foreign exchange are as under:

1. Foreign exchange outflows: Rs. 1.71 lakhs (previous year Rs. 1.46 lakhs)

2. Foreign exchange inflows: NIL (previous year NIL)

Extract of Annual Return:

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Act andrule 12 of the Companies (Management and Administration) Rules 2014 for the financialyear ended 31 March 2019 is appended as ANNEXURE-A to this Report.

Details of Board Meeting Held during the Year:

No. of Board Meetings held during the year: 4

Date of Board Meeting 17.05.2018

24.07.2018

02.11.2018 07.02.2019
No. of directors present 4 4 4 4

Secretarial Audit Report:

Pursuant to the provisions of Section 204(1) of the Act read with rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company in its meeting held on 7 February 2018 had appointed M/s. K.N.Shridhar & Associates Company Secretaries Kanpur for conducting the SecretarialAudit of the Company for the financial year 2017-18. However M/s. K.N. Shridhar &Associates had resigned as Secretarial Auditor of the Company w.e.f. 27 January 2019 dueto their pre-occupation.

Further the Board of Directors in its Meeting held on 7 February 2019 appointed Mr.Awashesh Dixit Company Secretary in Practice (CP. No. 15398) Kanpur as the SecretarialAuditor for conducting the Secretarial Audit of the Company and furnishes his report tothe Board.

The Secretarial Audit Report forms part of this Report as ANNEXURE-B. There are noqualifications or observations or other remarks made by the Secretarial Auditor on theaudit conducted by him in his Report for the year under review.

Internal Auditor:

M/s. Shishir Saxena and Co. Chartered Accountants having office at 502 GopalaChambers 14/123 Parade Kanpur (U.P.) - 208001 were appointed as the Internal Auditor ofthe Company for the financial year 2019-20.

Vigil Mechanism:

As per Section 177(9) and (10) of the Act the Company has established Vigil Mechanismfor directors and employees to report genuine concerns and made provisions for directaccess to the chairperson of the Audit Committee. Company has formulated the presentpolicy for establishing the vigil mechanism/Whistle Blower Policy to safeguard theinterest of its stakeholders Directors and employees to freely communicate and addressto the Company their genuine concerns in relation to any illegal or unethical practicebeing carried out in the Company.

Adequacy of Internal Financial Controls:

The Company has in all material respects an adequate system of internal controls overfinancial reporting and such internal controls over financial reporting were operatingeffectively as at 31 March 2019.

Management Discussion and Analysis Report:

The Company is facing losses from the last few years the Company has shut down itsmanufacturing activities due to continued recession in industry which results intouneconomical operations and disposing off the discarded and unviable machines equipmentsand other assets of the Company.The Company has adequate internal controls commensurate tothe size of the Company.

Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operations in future:

There are no significant and material orders passed by the Regulators or Courts orTribunals which may impact the going concern status and Company's operations in future.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. All employees are covered under this policy and during the year no complaintshave been received from them.

Risk Management Policy and Identification of Key Risks:

The Management of the Company has framed risk management policy and identified the keyrisks to the business and its existence. There are no risks identified that may threatenthe existence of the Company.

Cost Record:

Maintenance of cost record as specified by Central Government under section 148 (1) ofCompanied Act. 2013 is not required to the Company.

Acknowledgement:

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives Staff andWorkers of the Company.

On behalf of the Board
Ranjana Bhargava Rakshita Bhargava
Whole Time Director Director
DIN: 00234421 DIN: 00234224
Address: 28-Chandra Vihar Address: 28-Chandra Vihar
Lakhanpur Kanpur-208002 Lakhanpur Kanpur-208002
Place: Kanpur
Date: 7 May 2019
Profit / (Loss) before Tax