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Emmessar Biotech & Nutrition Ltd.

BSE: 524768 Sector: Industrials
NSE: N.A. ISIN Code: INE634B01016
BSE 00:00 | 26 Nov 25.60 0.85
(3.43%)
OPEN

25.15

HIGH

25.90

LOW

25.05

NSE 05:30 | 01 Jan Emmessar Biotech & Nutrition Ltd
OPEN 25.15
PREVIOUS CLOSE 24.75
VOLUME 2790
52-Week high 55.65
52-Week low 13.80
P/E 10.32
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.15
CLOSE 24.75
VOLUME 2790
52-Week high 55.65
52-Week low 13.80
P/E 10.32
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Emmessar Biotech & Nutrition Ltd. (EMMESSARBIOTECH) - Director Report

Company director report

Your Directors present their 29th Annual Report together with AuditedStatement of Accounts of your Company for the year ended 31st March 2021.

Financial Results: 2020-2021 2019-2020
(Rs. inLacs) (Rs. inLacs)
Turnover: 845.64 486.10
Expenses: 614.42 105.94
Profit / (Loss) before Interest Depreciation and Tax: 231.22 79.53
Depreciation: 5.77 5.77
Provision for Current Tax (MAT) 47.00 16.00
Deferred Tax 44.76 (2.05)
MAT Credit Available (6.25) (15.66)
Excess / (Short) Provision of earlier year (5.03) 0.10
Profit / (Loss) after tax 144.97 75.37
Other Comprehensive income (114) 0.05
Total Comprehensive income 143.83 75.42
Brought Forward Profit/ Loss Account Balance (73.36) (148.78)
Carried Forward Profit/ Loss 70.47 (73.36)

Account Balance

Operations & State of Company's .Affairs: _

During the year under review the Company's total Turnover was Rs.845.64 Lakhs againstthe Previous Year for Rs.486.10 Lakhs. This is on account of the increase in the salesturnover of Fine Chemicals for Rs.657.51 Lakhs against the Previous Year for 286.11Lakhsthough there was a reduction in the sales turnover of Health products for for Rs.6.71Lakhs against the previous year for Rs.53.48 Lakhs.

With the termination of the related party contracts w.e.f. 01st April 2021 the entiresales from the Fine Chemicals and the total turnover of is expected to be reduced to thatextent.

The Board of Directors has initiated necessary steps to explore the new possibilitiesin the Covid-19 Pandemic situation in Health Care Products.

Dividends:

To augmentlong term funds 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.

Deposits:

The Company has not accepted any deposits from the public during the year under review.

Share Capital:

The subscribed issued and Paidup Share capital of the Company is Rs. 49961000divided into 4996100 Equity Shares of Rs.10/- each.

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.

During the year under review there is no change in the paid-up share capital of theCompany.

Further it has not provided any money to its employees for purchase of its own shareshence the Company has nothing to report in respect of Rule 4(4) Rule 12(9) and Rule 16 ofthe Companies (Share Capital & Debentures) Rules 2014.

As on 31stMarch 2021 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company. The Company has not issued any Debentures /debt securities 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 except the existing Related Party arrangements /contracts with Emmessar Technologies Limited has been terminated with effect from 01stApril 2021. Consequently the Company's turnover and Profit will be reduced to thatextent.

The Company's arrangement of contract manufacturing of Fine Chemicals lapsed on31.03.2021 and the same is not renewed w.e.f. 01.04.2021. Consequently the entireturnover / profit of the Fine Chemical Division will be affected from Financial year2021-22. The expected reduction in the turnover is Rs.6.30 crores based on the previousyear turnover of fine chemicals. Your Directors will explore new possibilities with thepotential markets.

Directors and Key Managerial Personnel:

(A) Independent Directors:

The Company as on March 31 2021 has three Independent Directors on Board as follows:

1. Mr Ashok M. Kadakia

2. Mr Vijay K. Agrawal

3. Mr. Anatharama Sethumani Subramanian

All Independent Directors have furnished declarations that they meet the criteria ofIndependence as laid down under section 149 of the Companies Act 2013.

The Company has received declarations with respect to independence from all theIndependent Directors of the Company.

The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act.

(B) Cessation of Directors:

There was no cessation of Directors during the year under review.

(C) Appointment of Directors:

During the year under review on the recommendation of the Nomination and RemunerationCommittee has appointed.

a) Mr. Anantharama Sethumani Subramanian was appointed as an Additional Director andsubject to approval of the Members of the Company as an Independent Director for a periodof 5 Years w.e.f. 6th November 2020; and

b) Mr. Jeyavel Balaiah Nadar the Chief Financial Officer (CFO) was appointed as aWhole-Time Director for a period of 5 Years w.e.f. 06th February 2021.

Your Directors recommend their respective appointments at the ensuing Annual GeneralMeeting of the Company. The Board of Directors at their meeting held on May 22 2019appointed Mr. Ashok Manilal Kadakia and Mr. Vijaykumar R. Agarwal as Independent Directorsof the Company w.e.f. September 27 2019 for a term of five years. Their appointment asIndependent Directors for a period of Five years which were duly approved by theshareholders at the Annual General Meeting held on September 27 2019.

(D) Retire by Rotation:

Dr. (Mrs.) Anuradha S. Raghavan retires by rotation at the ensuing Annual GeneralMeeting. She being eligible has offered herself for re-appointment as the Director ofthe Company. Your Directors recommend her appointment at the ensuing Annual GeneralMeeting of the Company.

(E) Key Managerial Personnel:

Mr Jeyavel Balaiah Nadar continues to act as Chief Financial Officer of the Company andalso carries out Internal Audit function.

The Company has appointed Mrs. Priyanka Sharma as Company Secretary w.e.f. 12thDecember 2020.

(F) Board Evaluation:

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 2020-2021 four meetings of the Board of Directors were heldon 30th June 2020 10th September 2020 6th November 2020 and 6th February 2021.

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

• 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.

Vigil Mechanism:

Company established a vigil mechanism pursuant to the provisions of section 177(9)& (10) of the Companies Act 2013 read with Regulation 22 of the Listing Regulationsas per Clause 49 of the Listing Agreement for their directors and employees to reporttheir genuine concerns or grievances.

Risk Management Policy:

The Board has been vested with specific responsibilities in assessing of riskmanagement policy process and system. The Board has evaluated the risks which may arisefrom the external factors such as economic conditions regulatory framework competitionetc. The Executive management has embedded risk management and critical support functionsand the necessary steps are taken to reduce the impact of risks. The Independent Directorsexpressed their satisfaction that the systems of risk management are defensible.

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 and the Rules made there under are not attracted. Thusdisclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. All Related PartyTransactions are placed before the Audit Committee.

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 31 2021the 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 31st March 2021 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 toensure 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 Auditor's Remarks:

M/s.V. S aSkar Aiyar & Co. Chartered Accountants Mumbai Statutory Auditors ofthe Company holds officer till the conclusion ofthe AGM to be held for the Finaneial Year2022-23. The req uirement to mlace the matte r relating to appoi ntment of Auditors forratification by Members at every AGM has been done away by the Companieu (Amendme nt) Act2017 w.e.f. May 7a018. The Audit Report does not contain any qualification / adverseremark. Cost Audit:

Audit of Cost Records is not applicable to the Company for year 2020-2021 as perSection 148 and relevant rules issued under the said Section.

Secretarial Audit:

Pursuant to the provisions of Section 2 04 of the Companies Act 2013 and rules madethere under the Company has appointed Mr Mohd. Akram a Company Secretary in Practice(Mem. ACS No. 22589 C.O.P. No. 9411) to undertake the Secretarial Audit of the Company.The Secretarial Audit Report is included as Annexure - A and forms an integral partof this Report.

Particulars of Employees:

The Company does not have any employee whose particulars are required to be givenpursuant to Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company.

Re-constitution of Committees:

During the year under review the Board of Directors reconstituted the followingcommittees:

a) Nomination and Remuneration Committee consists of

i) Mr Ashok Kadakia

ii) Mr Vijay Agrawal

iii) Mr. S. Anantha Rama Subramanian

b) Audit Committee consists of

i) Mr. Vijay Agrawal

ii) Mr. Ashok Kadakia

iii) Mr. MSR. Ayyangar

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:

The Company has in place Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.All employees are covered under this policy.

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 requirement of attaching the extract of Annual Return in format MGT - 9 with theDirectors Report has been dispensed off and the same needs to be posted on the Company'swebsite if any and a link is to be given in the Board's Report.

Accordingly extract of Annual Return is placed on the website www.ebnl.org

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 Energy & Technology absorption isrequired.

Foreign Exchange Earnings and Outgo: Rs. 3156163/-
Earnings
Outgo Rs. NIL

Corporate Governance:

The paid-up capital of the Company is less than Rs. 10 Crores and the Net-worth of theCompany is less than 25 Crores as on the last day of the previous financial year

Pursuant to regulation 15(2) of SEBI (LODR) Regulations 2015 the compliance with thecorporate governance provisions as specified in regulations 17 18 19 20 2122 23 2424A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V SHALL NOT apply in respect of those listed entities whose paid upequity share capital does not exceed rupees ten crore and net worth does not exceed rupeestwenty five crore as on the last day of the previous financial year Accordingly yourcompany is exempt from attaching Corporate Governance report.

In terms of the requirement under IV Disclosure under Part II Section II of Schedule Vthe following information is provided with respect to Remuneration to Directors as perAnnexure. Annexure -B

Acknowledgements:

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.

For and on behalf of the Board of Directors

Place: Mumbai
Dated:July 29 202 1
Registered office: Ashok Kadakia
Plot No. T/3/2 MIDC Area Chairman
Taloja-410208 DIN:00317237
Dist. Raigad Maharashtra.

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