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Emergent Industrial Solutions Ltd.

BSE: 506180 Sector: Others
NSE: N.A. ISIN Code: INE668L01013
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P/E 19.31
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OPEN 140.00
CLOSE 140.00
VOLUME 1
52-Week high 153.90
52-Week low 139.65
P/E 19.31
Mkt Cap.(Rs cr) 64
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Emergent Industrial Solutions Ltd. (EMERGENTINDUST) - Director Report

Company director report

To

The Members

Emergent Industrial Solutions Limited

The Directors have pleasure in presenting their 37th Annual Report on theBusiness and Operations along with the Audited Financial Statements of the Company for theFinancial Year ended 31st March 2020.

FINANCIAL RESULTS

The Financial Results for the Financial Year ended 31st March 2020 are summarizedbelow:

(Rs. In Lacs)

Standalone

Consolidated

S. PARTICULARS 2019 - 20 2018 -19 2019 - 20 2018 - 19
NO.
1 Sales and other Income 16713.96 9690.76 16702.70 9548.16
2 Expenditure 16644.99 9548.36 16641.96 9453.85
3 Profit Before Tax 68.97 142.40 60.74 94.31
Provision for Taxation
4 (1) Current Tax 18.09 38.11 18.09 38.11
(2) Earlier Year Tax (1.10) - 2.43 -
(3) Deferred Tax 0.60 (1.22) (5.21) 3.91
5 Profit after Tax 51.38 105.51 45.43 52.29
6. Other Comprehensive Income (1.27) (0.17) (1.27) (0.17)
7. Total Comprehensive Income 50.11 105.34 44.16 52.12
8. Earning Per Equity Share: (1) Basic 1.12 2.31 0.99 1.14
(2) Diluted 1.12 2.31 0.99 1.14
9. Equity Share Capital 456.90 456.90 456.90 456.90
10 Other Equity 1191.68 1141.57 1075.24 1031.07

The Company has adopted Indian Accounting Standard ("Ind AS") notified by theMinistry of Corporate Affairs with effect from April 01 2017 and accordingly theseFinancial Statements have been prepared in accordance with the recognition and measurementprinciples laid down in the "Ind AS" prescribed under Section 133 of theCompanies Act 2013 read with relevant rules issued thereunder.

CHANGE IN NATURE OF BUSINESS IF ANY

There is no change in the nature of business of the Company during the year underreview.

CHANGE OF NAME

During the year under review the Company has changed its name from EMERGENT GLOBALEDU AND SERVICES LIMITED to 'EMERGENT INDUSTRIAL SOLUTIONS LIMITED' by way ofapproval of Shareholders through Postal Ballot in compliance with Section-110 of CompaniesAct 2013.

ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and Administration) Rules 2014 in Form No. MGT - 9is enclosed herewith. In accordance with Clause 22 of the Secretarial Standard on reportof Board of Directors (SS-4) a copy of the Annual return for the year ended is uploadedon the website of the company at www.eesl.in.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act2013 the Board to best of their Knowledge and ability hereby confirm that for the yearended March 312020:

a. In the preparation of the annual accounts for the year ended 31st March2020 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;

b. The Directors have 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 at the end of Financial Year ended March31st 2020 and of the Profit and Loss of the Company for that period;

c. The Directors have 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 have prepared the Annual Accounts for the period ended 31stMarch 2020 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 are adequate and operating effectively;

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declarations from the Independent Director(s) underSection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in Section 149(6) of the Companies Act 2013.

The Independent Directors of the Company have undertaken requisite steps towards theinclusion of their name in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs in terms of Section 150 of the Companies Act 2013read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rule2014

EXPLANATIONS OR COMMENTS BY THE BOARD ON

a. Statutory Auditors report

There were no qualifications reservations or adverse remarks made by the Auditors intheir Report.

b. Secretarial Audit Report

There were no qualifications reservations or adverse remarks made by the PracticingCompany Secretary in his Secretarial Audit Report.

DETAILS OF REPORT OF FRAUD BY AUDITORS

During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed by the officers or employees of the Company tothe Audit Committee as per Section 143(12) of the Act details of which needs to bementioned in this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

The Company has not made any investments nor provided any guarantees under theprovisions of Section 186 of the Companies Act 2013 during the period under review. Theparticulars of loans covered under Section 186 of the Companies Act 2013 have been givenin the notes to accounts to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions with related parties during FY 2019-20 were reviewed and approved bythe Audit Committee and were at arm's length and in ordinary course of business. Prioromnibus approval was obtained from the Audit Committee for related party transactionswhich were repetitive in nature and in ordinary course of business. The transactionsentered into pursuant to the omnibus approval were periodically placed before the AuditCommittee for review. All related party transactions entered into during the year were inordinary course of business and at an arm's length basis. The Related party by virtue ofthe quantities it procures is in a better position to negotiate better

rates/pricing from global suppliers and miners hence the Company proposes to enterinto transactions with the Related party.

The disclosure of Related Party Transactions as required in terms of Section 134(3) (h)of the Companies Act 2013 in Form AOC-2 is annexed hereto. Further the Company has inplace a policy on related party transactions which is uploaded on Company's website atwww.eesl.in.

RESERVES

An amount of Rs.51.38 Lacs (Rupees Fifty One lacs thirty eight thousand only) isavailable for appropriation is proposed to be retained in Proft & Loss account.

DIVIDEND

The Board of Directors has decided to plough back the profits and have hence notrecommended any dividend for the year under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATESAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the Financial Year to which this Financial Statements relates and thedate of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company's Operations do not involve any manufacturing or processing activitiesthe particulars as per the Companies (Accounts) Rules 2014 regarding conservation ofenergy technology absorption are not reportable.

The foreign exchange earnings and outgo as required under Section 134(3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are:

a) Foreign Exchange Earnings and outgo-

1. Foreign exchange earnings in terms of actual inflows were NIL during the Year.

2. Foreign exchange outgo in terms of actual outflows was Rs.129.62 crores during theYear.

STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OFTHE COMPANY

Pursuant to Section 134 (3) (n) of the Companies Act 2013 and other applicableprovisions the Company has in place a mechanism to identify assess monitor and mitigatevarious risks to key business objectives. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.These are discussed at the meetings of the Audit Committee and of the Board of Directorsof the Company. The Audit Committee regularly reviews the risk management strategy of theCompany to ensure the effectiveness of risk management policies and procedures.

INDUCTION AND TRAINING OF BOARD MEMBERS

In terms of Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company familiarized the Independent Directors in thefollowing areas:

(a) Nature of the Industry in which the entity operates;

(b) Business model of the entity ;

(c) Role rights and responsibilities of Independent Directors

Presentations are made to the Board/committees of the board on regular intervals whichinter-alia cover the business strategies & reviews operations industry developmentsmanagement structure quarterly and year to date financial results budgets/businessplans review of Internal audit and risk management framework.

Further as per Regulation 46(2)(i) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the required details are as follows:

Details of familiarization program imparted to Independent Directors FY 2019-20 Cumulative till date
Number of programmes attended by Independent Directors 4 20
Number of hours spent by Independent Directors in such programmes 6 28

SHARE CAPITAL

The paid-up share capital of the Company is Rs.45690000/- consisting of 4569000equity shares of Rs.10/- each. The Company has not issued any share during the FinancialYear. Hence there are no changes in the share capital of the Company during the Periodunder review.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has a wholly owned unlisted subsidiary-Indo Education Private Limited (CIN:U74999DL2002PTC114185) the said subsidiary is a Board managed company with its Boardhaving the rights and obligations to manage the Company in the best interest of itsstakeholders.

As per provisions of Section 129 (3) of the Companies Act 2013 and Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ConsolidatedFinancial Statements are prepared in accordance with the Indian Accounting Standardsprescribed by ICAI. Accordingly the Consolidated Financial Statements incorporating theaccounts of Subsidiary Company along with Auditors Report thereon forms part of thisAnnual Report.

PARTICULARS OF REMUNERATION OF EMPLOYEES

The information required pursuant to the Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:

A. The Company had no employee in receipt of remuneration of more than Rs.10200000/- (Rupees One Crore Two Lac) p.a. or Rs 850000/- (Rupees Eight Lac FiftyThousand) per month in respect of whom disclosure is required to be made pursuant toSection 197 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

B. The Directors of the Company have not received any remuneration during the FinancialYear under Review.

C. The Details of remuneration received by Key Managerial Personnel is as under:

i) Name of KMP: Ms.Sabina Nagpal Company Secretary

Remuneration: Rs. 1414980/- (Rupees Fourteen Lac fourteen thousand nine hundredeighty Only)

% increase in remuneration: 17.34% increase in remuneration.

% of revenue: 0.08%

ii) Name of KMP: Mr.Vipin Yadav Chief Executive Officer (employed part of the year)

Remuneration: Rs. 861807/- (Rupees Eight Lac Sixty-one thousand eight Hundred sevenOnly)

% increase in remuneration: Not applicable % of revenue: 0.05%

iii) Name of KMP: Mr.Nitin Kumar Chief Financial Officer

Remuneration: Rs.758332- (Rupees Seven Lac fifty-eight Thousand Three Hundredthirty-two Only)

% increase in remuneration: 13.80% increase in remuneration.

% of revenue: 0.04%

D. There are 7 (Seven) Permanent Employees in the Company as on 31st March2020 as follows.

• Mr. Vikash Rawal

Remuneration: Rs.249627/- (Per Month)

• Ms. Sabina Nagpal (Company Secretary)

Remuneration: Rs.126375/- (Per Month)

• Mr.Vipin Yadav (CEO)

Remuneration: Rs.93061/- (Per Month)

• Mr. Nitin Kumar(CFO)

Remuneration: 67562/- (Per Month)

• Mr. Naresh Sharma Remuneration: Rs. 21344/- (Per Month)

• Mr. Anil Rout

Remuneration: Rs.17400/- (Per Month)

• Mr.Amit Kumar Arya Remuneration: Rs.12836/- (per month)

E. The median remuneration for the year 2019-20 is Rs. 67562/- .

F. The Percentage increase in the median remuneration of the employees in the financialyear is: 9.47%.

G. The Company affirms that the remuneration is as per the Remuneration Policy of theCompany.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented policy on Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.

DIRECTORS

The Board of Directors has an optimum combination of Independent and Non-ExecutiveDirectors. As on 31st March 2020 the Board comprises of 4 Directors. The Company isprofessionally managed and its Board of Directors comprises of professionally qualifiedDirectors who have rich experience in diversified fields.

The Board of the Company comprises of:

S. No Name Designation DIN
1. Mr. Tarun Kumar Somani Director 00011233
2. Mr. Rakesh Suri Director 00155648
3. Mr. Rakesh Chandra Khanduri Director 03048392
4. Ms. Shobha Sahni Director 07478373

Mrs. Shobha Sahni (DIN 07478373) Director retires by rotation and being eligibleoffers herself for re-appointment at the ensuing Annual General Meeting.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

A. The Board of Directors of the Company met five (5) times during the FinancialYear 2019-20.

The Meetings were held on 18.04.2019 30.05.2019 12.08.2019 07.11.2019 and13.02.2020. The periodicity between two Board Meetings was within the maximum time gap asprescribed under Secretarial standards.

The Composition of the Board of Directors their attendance at Board Meetings and lastAnnual General Meeting is as under:

Name of Director

Number of Board Meetings under tenure

Last AGM attended
Held Attended
Mr. Tarun Kumar Somani 5 5 Yes
Mr. Rakesh Chandra Khanduri 5 5 Yes
Mr. Rakesh Suri 5 5 Yes
Ms. Shobha Sahni 5 4 Yes

The last Annual General Meeting AGM) was hed on September 30th 2019.

B. The Independent Directors of the Company met one (1) time during the FinancialYear 2019-20. The Meeting of Independent Directors was held on 07.11.2019.

The Composition of the Independent Directors their attendance at their Meeting is asunder:

Name of Director

Number of Board Meetings under tenure

Held Attended
Mr. Rakesh Chandra Khanduri 1 1
Mr. Rakesh Suri 1 1

COMMITTEES OF THE BOARD AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013. The Audit Committee has reviewed over sighted andconfirmed the Company's financial reporting process appointment re-appointment andremoval of external auditors fixation of audit fee and also approval for payment for anyother services financial statements and draft audit report including quarterly / halfyearly financial information related party transactions as per Ind AS - 24 and hasreviewed the following mandatory information:

S Management discussion and analysis of financial condition and results of operations;

S Statement of significant related party transactions submitted by management;

S Management letters / letters of internal control weaknesses issued by StatutoryAuditors;

S Appointment removal and terms of remuneration of Internal Auditor.

The Composition Name of Members and Chairman

As on 31st March 2020 the Audit Committee had three Non-Executive Directors of whomtwo were Independent Directors. Mr. Rakesh Chandra Khanduri an Independent Director isthe Chairman of the Committee. During the Financial Year ended 31st March2020 4 (Four) Audit Committee Meetings were held on 30.05.2019 12.08.2019 07.11.2019and 13.02.2020. Mr. Rakesh Chandra Khanduri Chairman of the Audit Committee was presentat the last Annual General Meeting held on 30th September 2019.

The Composition of the Audit Committee and the attendance of each Member at thesemeetings are as under:

Name of the Directors No. of Meetings attended
Mr. Rakesh Chandra Khanduri 4
Mr. Tarun Kumar Somani 4
Mr. Rakesh Suri 4

The Company Secretary of the Company also acts as Compliance Officer to the Committee. NOMINATIONAND REMUNERATION COMMITTEE

The Company has duly constituted a Nomination and Remuneration Committee in line withthe provisions of Section 178 of the Companies Act 2013 consisting of three Non-ExecutiveDirectors of whom two are Independent Directors. The committee formulated policy onnomination remuneration and performance evaluation of Board of Directors and KMP. Thescope of the Committee is recommending to the Board theappointments/re-appointments/performance evaluation/remuneration of the Directors and theKey Managerial Personnel.

The Nomination and Remuneration committee comprises of following:

Name of the Directors
Mr. Rakesh Chandra Khanduri
Mr. Tarun Kumar Somani
Mr. Rakesh Suri

The nomination and remuneration committee met on 18.04.2019.

Non-Executive Directors' compensation and disclosures

No remuneration or sitting fees is being paid to the Non-Executive Directors. No stockoptions were granted to Non-Executive Directors or Independent Directors during the yearunder review.

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

The Shareholders/Investors Grievance Committee has been constituted to look into theredressal of investors' grievances. The Committee as on 31st March 2020comprises of Mr. Rakesh Chandra Khanduri Mr. Tarun Kumar Somani and Mr. Rakesh SuriDirectors of the Company.

Ms. Sabina Nagpal is designated as the Compliance Officer to oversee the investors'grievances. During the period under review the Company did not receive any investorcomplaint. No transfer application was pending for registration of transfer as on 31stMarch 2020.

STATUTORY AUDITORS

M/s Rajendra K.Goel & Co Chartered Accountants (FRN 001457N) will be retiring atthe ensuing Annual General Meeting as their tenure will be completed as per the provisionsof the Act.

M/s O.P.BAGLA & CO LLP Chartered Accountants (FRN: 000018N/N500091) is proposedto be appointed as Statutory Auditors for a period of 5 years from the conclusion of 37thAnnual General Meeting till the conclusion of 42th Annual General Meeting ofthe Company. An eligibility cum consent in this regard has been received by the Companyfrom M/S O.P.Bagla & Co LLP on 10th July 2020.

INTERNAL AUDITORS

The Company has duly appointed Ms. Bhawana Jain Chartered Accountant (Membership No.88072) as an Internal Auditor to conduct Internal Audit of the Company. The AuditCommittee of the Board provides direction and monitors the effectiveness of the InternalAudit function. The Internal Auditor reports to the Audit Committee. The Audit Committeereviews the report presented by the Internal Auditor and takes necessary actions to closethe gaps identified in timely manner.

COST AUDITORS

The provisions of Companies (Cost Records and Audit) Rules 2014 are not applicable tothe Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of the Section 204 of the Companies Act 2013 and theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed Kumar Wadhwa & Company Practising Company Secretaries as SecretarialAuditors for the Financial Year 2019-20. The Secretarial Audit Report for the FinancialYear ended on 31st March 2020 is annexed to this report. The Report does notcontain any qualification/ reservation or adverse remark.

Further pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations 2018 the Company is required to obtain a certificate from aPracticing Company Secretary that none of the Directors on the board of the Company havebeen debarred or disqualified from being appointed or continuing as directors of Companiesby Board/Ministry of Company Affairs or any such statutory authority. The declaration inthis regard has been obtained by all the Directors and accordingly the said certificate isbeing obtained from M/S Kumar Wadhwa & Co. Company Secretaries which is annexed tothis report.

Pursuant to Section 204 of the Companies Act 2013 M/S Kumar Wadhwa & Co. has beenappointed as Secretarial Auditors to conduct Secretarial Audit of the Company for thefinancial year ending 31st March 2021.

SECRETARIAL STANDARDS

The Directors have devised proper system and process of complying with the SecretarialStandards issued by Institute of Company Secretaries of India ('ICSI') and such systemswere adequate and operating effectively. The Company has complied with the provisions ofboth mandatory and nonmandatory Secretarial Standards issued by the Institute of CompanySecretaries of India.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism and Whistleblower Policy in place to enable itsDirectors and Employees to report genuine concerns if any and oversees the VigilMechanism through the Audit Committee. The Company has also provided adequate safeguardsagainst victimization of employees and directors who express their concerns. The Companyhas also provided direct access to the Chairman of the Audit Committee on reporting issuesconcerning the interests of the employees and the Company. The vigil mechanism is uploadedon website of the Company at www.eesl.in.

SKILLS EXPERTISE AND COMPETENCE OF THE BOARD

Skills Expertise and competence is identified by the Board in the context of thebusiness of the Company.

The Board of Directors oversees the functioning of the management comprising of theexecutives at various levels of the organization and provides necessary guidance anddirection towards the attainment of corporate business objectives.

The Company is mainly engaged in imports and international trading of coal coke ironore steel and ferro alloys etc. The skill sets required for such business and theindustry in general and the overall experience in trading of these items commercialknowledge relevant for such trading knowledge of foreign trade policy customsregulations international trade agreements financial knowledge etc.

The above skill sets expertise and competence are largely available with the Board ofDirectors of the Company at present.

BOARD EVALUATION

In a separate meeting of Independent Directors performance of non-IndependentDirectors performance of the Board as whole and performance of the Chairman wasevaluated.

Schedule IV of the Companies Act 2013 states that the performance evaluation ofIndependent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated.

The framework of performance evaluation of the Directors captures the following points:

a) Performance of the directors and key attributes of the Directors that justifyhis/her extension/continuation on the Board of the Company

b) Participation of the Directors in the Board proceedings and their effectiveness.

c) Fulfillment of the Independence criteria and their independence from the managementas specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 including any statutory modification (s) or enactment thereof for the time being inforce) in case of Independent Directors

d) The evaluation of its own performance by Board of Directors as a whole and of itscommittees and individual Directors was conducted based on the criteria and frameworkadopted by the Board. The exercise was carried out through a structured evaluation processcovering various aspects of the Board's functioning such as composition of the Board andcommittees experience and competencies performance of specific duties and obligationsgovernance issues participation and effectiveness

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Joint Venture and Associate Company. However it has one whollyowned subsidiary Company whose details are provided below:

S. No. NAME RELATION CIN
1. Indo Education Private Limited Subsidiary U74999DL2002PTC114185

The details of financial performance of subsidiary Company is furnished and attached tothis report.

DEPOSITS

In terms of the provisions of Section 73 of the Companies Act 2013 read with Rulesthe Company has no opening and closing balances and also the Company has not accepted anydeposit during the Financial Year under review and as such no amount of principal andinterest outstanding as on 31st March 2020.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

There are no significant and material orders issued against the Company by anyregulatory authority or court or tribunal affecting the going concern status and Company'soperation in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established internal control systems which is commensurate with itssize and nature of operations so as to ensure smoothness of operations and compliance withapplicable legislation.

DISCLOSURE UNDER 'THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013'

The Company has in place the 'Sexual Harassment at the Workplace (Prevention andRedressal) Policy' in line with the requirements of The Sexual Harassment of Women at WorkPlace (Prevention Prohibition and Redressal) Act 2013('POSH Act'). An InternalComplaints Committee has been set up to redress complaints on sexual harassment. TheCompany affirms that during the year under review no complaints were received by theCommittee under the said Act.

GENERAL DISCLOSURES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)REGULATIONS 2015

Code of Conduct

The Board of Directors has laid down Code of Conduct for all Board Members and SeniorManagement of the Company.

The Members of the Board of Directors and Senior Management personnel have affirmed thecompliance with the Code applicable to them during the year ended 31st March 2020.

Compliance with Regulations

The Company has complied fully with the requirements of the regulatory authorities oncapital markets.

Prohibition of Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 theCompany has constituted a comprehensive Code of Conduct for its Senior Management andStaff. The code lays down guidelines which advises them on procedure to be followed anddisclosures to be made while dealing with the Shares of the Company.

Accounting Standards

The Company has followed the Indian Accounting Standards (Ind-AS) as prescribed.

Means of Communication

The quarterly half yearly and yearly financial results of the Company are sent to theStock Exchange immediately after they are approved by the Board. These are also normallypublished in the Financial Express (English Edition)/Pioneer Jansatta (Hindi Edition)newspapers and are also uploaded on the website of the Company at www.eesl.in.

Annual General Meeting (AGM) details

The last three Annual General Meetings were held as per details below:

Year Date Time Venue
2019 September 30 10.30 A.M GH Arbitration Centre A-8 Pamposh Enclave Delhi- 110048
2018 September 29 10.30 A.M GH Arbitration Centre A-8 Pamposh Enclave Delhi- 110048
2017 September 29 10.30 A.M 'Eminent' C-56 Neeti Bagh New Delhi-110049.

All resolutions moved at the Last Annual General Meeting were passed by requisitemajority of members through e-voting and through Ballot papers.

No Special resolution was passed at the last three Annual General Meetings.

However the following special resolutions were passed through Postal Ballot:

a) Postal Ballot 2018:

- Date of Postal Ballot Notice- 14.6.2018

- Voting Period - 21.6.2018 to 21.7.2018

- Declaration of result : 23.7.2018

- Special Resolutions passed :

i) Alteration of Object Clause of MOA of the Company

ii) Adoption of new set of Articles of Association of the Company.

b) Postal Ballot 2020 :

- Date of Postal Ballot Notice 24.2.2020

- Voting Period : 28.2.2020 - 30.3.2020

- Declaration of result : 31.3.2020

- Special Resolutions passed:

i) Special Resolution for Change in the name of the Company and consequential amendmentin Memorandum and Articl es of Association of the Company

GENERAL SHAREHOLDERS INFORMATION

i. 37th Annual General Meeting

Date : 30th September 2020 Time : 10:30 A.M

Venue: Startup Tunnel - D-57 100 Feet Rd Pocket D Dr Ambedkar Colony ChhattarpurDelhi 110074

ii. Date of Book Closure

The Company's Register of Members and Share Transfer Books will remain closed fromWednesday 23th September 2020 to Wednesday 30th September 2020(both days inclusive).

iii. Financial Year: 1st April to 31st March

iv. Stock Exchanges: Shares of the Company are listed on Bombay Stock Exchange Limited(BSE)

v. Stock/Scrip Code: 506180

vi. Registrar and Share Transfer Agents

M/S RCMC SHARE REGISTRY PRIVATE LIMITED having its Registered Office at B-25/1 OkhlaIndustrial Area Phase-II New Delhi - 110020 is the Registrar and Share Transfer Agents ofthe Company.

vii. Share Transfer System

The Share Transfer Committee meets as often as possible to approve transfers andrelated matters as may be required by the Registrars and share Transfer Agents. Shareslodged for transfers are normally processed within ten days from the date of lodgment ifthe documents are clear in all respects.

viii. Dematerialization of Shares

The shares of the Company are permitted for trading on dematerialized form only. TheCompany's shares are available for trading in the depository system of both NSDL and CDSL.As on 31st March 2020 4568950 equity shares of Rs.10/- each forming 99.99% of the sharecapital of the Company stands dematerialized. The ISIN with NSDL and CDSL is INE668L01013.

ix. Tentative Financial Calendar for Financial Year 2020-21

Financial results for the first quarter ended June 30 2020-August 2020

Financial results for the second quarter ended September 30 2020-November 2020

Financial results for the third quarter ended December 31 2020- February 2021Financial results for the fourth quarter ended March 31 2021- May 2021

x. Market Price Data

Following is the month-wise high/ low price data of the shares of the Company on BSEfor Financial Year 2019-20:

Month High Price Low Price
April 2019 129.60 129.60
May 2019 129.60 129.60
June 2019 129.60 129.60
July 2019 129.60 129.60
August 2019 129.60 129.60
September 2019 129.60 129.60
October 2019 129.60 129.60
November 2019 129.60 129.60
December 2019 129.60 129.60
January 2020 129.60 129.60
February 2020 129.60 110.65
March 2020 110.65 105.65

xi. Share Price performance in comparison to BSE Sensex Share Price Movement

xii. Shareholding Pattern as on March 31 2020

S. No Category No. of Shares % of shareholding
1. Promoters 3373600 73.84
2. Financial Institutions Banks and Mutual funds - -
3. Foreign Portfolio Investor 425000 9.30
4. Private Corporate Bodies 530602 11.61
5. NRI/ OCBs 77548 1.70
6. Indian Public 162250 3.55
Total 4569000 100

xiii. Distribution Schedule of Shareholding as on 31st March 2020

No. of Equity Shares. No. of Shareh olders % to Total No. of Shares held % to Total shareholding
1 Up to 500 80 74.77 3830 0.08
501 to 1000 2 1.87 1188 0.03
1001 to 2000 3 2.80 4365 0.10
2001 to 3000 5 4.67 11786 0.26
3001 to 4000 0 0.00 0 0.00
4001 to 5000 1 0.94 4050 0.09
5001 to 10000 3 2.80 25228 0.54
10001 & Above 13 12.15 4518553 98.89
107 100 4569000 100

xiv. Address for Correspondence

The shareholders may address their communication/ suggestion/ grievances/ queries tothe Company's registered office or its Share Transfer Agent. The questions relating toshare and requests for transactions such as transfer transmission and nominationfacilities change of address may please be taken up with the Registrar and TransferAgent at the address given at sub-clause vi of General Shareholders Information.

xv. Compliance Officer

The Board had Designated Ms. Sabina Nagpal Company Secretary of the Company as aCompliance Officer of the Company.

Compliance Officer
Emergent Industrial Solutions limited
8B Sagar 6 Tilak Marg
New Delhi-110001
E-mail: cs@somanigroup.com
Phone:011-23782022
Fax: 011-23782806

xvi. Corporate Governance Report

In terms of the Regulation 15(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the compliance of provisions of Corporate Governance is notmandatory for the time being in respect of our Company since the paid-up equity sharecapital and net-worth of our Company as on 31st March 2020 is Rs. 45690000(Rupees Four Crores Fifty-Six Lacs Ninety Thousand) and Rs.164857973/- (Rupees SixteenCrores Forty Eight Lac Fifty Seven Thousand Nine Hundred Seventy Three only) respectively.

ACKNOWLEDGEMENTS

The Directors are thankful to the Stakeholders Bankers Customers and Agents for theirvaluable support and assistance. The Directors wish to place on record their appreciationof the commendable work done dedication and sincerity by all the employees of the Companyat all levels during the Financial Year under review.

The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

By and on behalf of Board of Directors

For EMERGENT INDUSTRIAL SOLUTIONS LIMITED

Sd/- Sd/-
DATE: 10.07.2020 ( RAKESH CHANDRA TARUN KUMAR SOMANI
PLACE: New Delhi KHANDURI) (DIRECTOR)
(DIRECTOR) DIN:00011233
DIN:03048392

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