Emmsons International Limited
Your Directors have pleasure in presenting this 25th Annual Report on thebusiness and operations of the Company together with Audited Financial Statement for thefinancial year ended March 31 2018.
The highlights of standalone and consolidated financial results of the Company for theFinancial Years 2017-18 and 2016-17 are as under:
|Particulars ||2017-2018 ||2016-2017 |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
| ||Amount (Rs. In Lacs) ||US$ in Million ||Amount (Rs. In Lacs) ||US$ in Million ||Amount (Rs. In Lacs) ||US$ in Million ||Amount (Rs. In Lacs) ||US$ in Million |
|Revenue from operations ||- ||- ||- ||- ||234.63 ||0.36 ||597.40 ||0.92 |
|Other Income ||1288.57 ||1.98 ||55.37 ||0.09 ||1251.04 ||1.92 ||282.61 ||0.43 |
|Earning before Interest Taxes Depreciation and Amortisation ||(48788.20) ||(75.01) ||(20020.23) ||(30.78) ||(25490.94) ||(39.19) ||(27237.64) ||(41.88) |
|Less : Finance Cost ||16715.75 ||25.70 ||22623.83 ||34.78 ||13977.70 ||21.49 ||18858.09 ||28.99 |
|Less : Depreciation and Amortisation Expense ||59.81 ||0.09 ||87.91 ||0.14 ||67.57 ||0.10 ||107.88 ||0.17 |
|Profit/(Loss) before tax ||(65563.75) ||(100.80) ||(42731.97) ||(65.70) ||(39536.21) ||(60.78) ||(46203.60) ||(71.03) |
|Less:Tax expense: ||- ||- ||(32.83) ||(0.05) ||- ||- ||114.59 ||0.18 |
|Profit /(Loss) for the year ||(65563.75) ||(100.80) ||(42699.14) ||(65.65) ||(39536.21) ||(60.78) ||(46318.19) ||(71.21) |
|a Profit / (Loss) for the year ttributable to: ||- ||- ||- ||- ||- ||- ||- ||- |
|-Owners of the parent ||(65563.75) ||(100.80) ||(42724.99) ||(65.69) ||(39536.21) ||(60.78) ||(42724.99) ||(65.69) |
|- Non-controlling interest ||- ||- ||0.67 ||- ||- ||- ||25.85 ||0.04 |
|Total Other Comprehensive Income for the Year ||18.07 ||0.03 ||(164.61) ||(0.25) ||15.30 ||0.02 ||802.49 ||1.23 |
|Total Comprehensive Income for the year ||(65545.68) ||(100.77) ||(42863.75) ||(65.90) ||(39520.91) ||(60.76) ||(45515.70) ||(69.98) |
|Total comprehensive income for the year || ||0.00 || ||0.00 || ||0.00 || ||0.00 |
|attributable to: || || || || || || || || |
|-Owners of the parent ||(65545.68) ||(100.77) ||(42864.41) ||(65.90) ||(39520.91) ||(60.76) ||(45490.56) ||(69.94) |
|- Non-controlling interest ||- ||- ||0.67 ||- ||- ||- ||(25.15) ||(0.04) |
INDIAN ACCOUNTING STANDARD
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (IND AS) applicable tocertain classes of companies and the listed Companies. IND AS has replaced the existingIndian GAAP prescribed under section 133 of the Companies Act 2013 read with Rule 7 ofthe Companies (Accounts) Rules 2014. For Emmsons International Limited Ind AS isapplicable from April 1 2017 with a transition date of April 1 2016 and IGAAP as theprevious GAAP.
In view of the Loss the Board has not recommended any dividend payment for thefinancial year 2017-18.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of section 124 and 125 of the Companies Act 2013 read withIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ("TheRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Central Government after the completion of sevenyears from the date of completion. The shareholders whose dividends have been transferredto the IEPF Authority can claim their dividend from the Authority. The unclaimed or unpaiddividend relating to the financial year 2010-11 is due for remittance by the beginning ofNovember 2018 to the Investor Education and Protection Fund established by the CentralGovernment.
Further according to the Rules the shares in respect of which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall betransferred to the IEPF Authority. In accordance with new Rules the Company sent noticeto all the shareholders whose shares are due to be transferred to the IEPF Authority andpublished requisite advertisement in the newspaper.
The details of these shares is provided on the website of the Company atwww.emmsons.com
FINANCIAL AND OPERATIONAL PERFORMANCE
During the financial year 2017-18 the Company has on a standalone basis registeredtotal revenues of Rs. 1288.57 Lacs as compared to Rs. 1485.68 Lacs in the previous yearreflecting a substantial decline. The net loss of company has increased to Rs. 65563.75Lacs as compared to the Net Loss of Rs. 39536.21 Lacs in the previous year.
Your Company has experienced difficulties on account of Delay in collection ofreceivables from overseas customers Slowdown in the global commodities markets interestand other charges by banks the Cumulative impact of all the above factors on the Companyhas been harsh and the Company has suffered badly
Your Company has not accepted any deposits in terms of Chapter V of the Companies Act2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the year underreview.
PERFORMANCE OF SUBSIDIARY COMPANIES OVERSEAS
The Company has till the end of the financial year two overseas Subsidiary
Emmsons Gulf DMCC
Emmsons Gulf DMCC:
The business of the Company's subsidiary Emmsons Gulf DMCC was also affected adversely.During the year under review it has posted Total Revenue of Rs. NIL Lac as compared toRs. 235.03 Lacs in previous year. The Company has incurred a loss of Rs. 6834.49 Lacs ascompared to loss of Rs. 6458.37 Lacs in the previous year
The operations of Emmsons S.A has slowed down however your Management constantly beentrying to re-establish the operations of the Company. The Company has incurred loss of Rs.21.77 Lacs as compared to Profit of Rs. 289.91 Lacs in the previous year.
In accordance with the Companies Act 2013 the Audited Consolidated FinancialStatement is provided in the Annual Report.
CHANGE IN THE NATURE OF BUSINESS IF ANY
During the year under review the Company has not changed the nature of its business.
MEETINGS OF BOARD OF DIRECTORS
Nine meetings of the Board of Directors were held during the year and the interveninggap between any two meetings was within the period prescribed under Companies Act 2013..For further details please refer report on Corporate Governance forming part of AnnualReport.
In accordance with the Articles of Association of the Company Mr. Rajesh Monga retiresby rotation at this Annual General Meeting and is eligible for re-appointment. The Boardrecommends his appointment for the consideration of members of the Company at ensuingAnnual General Meeting.
The Nomination and Remuneration Committee in its meeting held on 10.08.2018 and theBoard of Directors in its meeting held on 10.08.2018 passed the resolution subject to theapproval of shareholders for re-appointment of Mr. Anil Kumar Monga as Managing Directorof the Company for a further period of three years effective from 1stSeptember 2018 at a monthly remuneration of Rs. 200000 per month subjected to fulfillmentof requirement Pursuant to the provisions of section 161(1) of the Act and the Articles ofAssociation of the Company the Board of Directors of the Company has appointed Mr. RahulChopra as Non-Executive Additional Director of the Company in the position of IndependentDirector with effect from 28th March 2018.
The appointment of Mr. Rahul Chopra as additional Director in the position of NonExecutive Independent Director has been regularized in the 24th Annual GeneralMeeting held on 24th May 2018. Thereafter Mr. Rahul Chopra has becomeNon-Executive Independent Director of the Company not liable to retire by rotation for aterm upto March 27 2023.
The appointment of Mr. Bhupinder Singh as Non Executive Independent Director(Additional Director) of the company with effect from March 15th 2019. Mr.Bhupinder Singh would hold office up to the date of the ensuing Annual General Meeting. Aproposal has been made for the regularization of his appointment in the ensuing AnnualGeneral Meeting.
KEY MANAGERIAL PERSONNEL
In compliance with provisions of section 203 of the Companies Act 2013 following arethe KMPs of the Company as on 31st March 2018:
|Serial No. ||Name ||Designation |
|1 ||Anil Kumar Monga ||Chairman & Managing Director |
|2 ||Rajesh Monga ||Whole Time Director |
|3 ||Bhalendra Pal Singh ||Chief Financial Officer |
|4 ||Sandhya Kedia ||Company Secretary |
DECLARATION UNDER SECTION 149(6)
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as mentioned under Companies Act2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS
Your Company has formulated Familiarization Programme for all the Board Members inaccordance with Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Schedule IV of the Companies act 2013 whichprovides that the Company shall familiarize the Independent Directors with the Companytheir roles rights responsibilities in the Company nature of industry in which theCompany operates business model of the Company etc. through various programs.
The Familiarization Programme for Board members may be accessed on the Company'swebsite at the link http://www. emmsons.com/files/familiarization-program.pdf
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company has been following well laid down policy on appointment and remuneration ofDirectors KMP and Senior Managerial Personnel.
The appointment of Directors is made pursuant to the recommendation of Nomination andRemuneration Committee (NRC).
The remuneration of Executive Directors comprises of Basic Salary and Perquisites &follows applicable requirements of the Companies Act 2013. Approval of shareholders andthe Central Government if any for payment of remuneration to Executive Directors issought from time to time. At present due to adverse financial position of the companyExecutive Directors are working without remuneration.
The remuneration of Non-Executive directors comprises of sitting fees in accordancewith the provisions of Companies Act 2013 and reimbursement of expenses incurred inconnection with attending the Board meetings Committee meetings General Meetings and inrelation to the business of the Company.
A brief of the Remuneration Policy on appointment and remuneration of Directors KMPand Senior Management is provided in the Report on Corporate Governance.
EVALUATION OF BOARD PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by SEBI (LISTING Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as diversity of the Board effectivenessof the board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeesand effectiveness of committee meetings etc.
The performance of the individual directors was reviewed on the basis of the criteriasuch as the contribution of the individual director to the Board and committee meetingslike preparedness on the issues to be discussed meaningful and constructive contributionand inputs in meetings etc.
The performance of non-independent directors Board as a whole and of the Chairman wasevaluated in a separate meeting of Independent Directors after taking into account theviews of executive directors and non-executive directors.
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEE GIVEN AND SECURITIES PROVIDED
The particulars of the Loans given investment made guarantee given securitiesprovided is mentioned in Standalone financial statement (please refer Note 39 and 42(b) ofstandalone financial statement)
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All the contract(s)/arrangement(s)/transaction(s) entered by the Company during thefinancial year with related parties were in the Ordinary course of business and on arm'slength basis. There are no materially significant related party transactions entered intoby the Company with its Promoters Directors Key Managerial Personnel or other RelatedParties which may have a potential conflict with the interest of the Company at large.
All related party transactions are placed before the Audit Committee for its approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement giving details of all related party transactions isplaced before the Audit Committee and the Board of Directors for their approval on aquarterly basis.
Your Directors draw the attention of the members to Note No.39 of the FinancialStatements which sets out related party disclosures under Indian Accounting Standards (INDAS).
Further the disclosure as required under section 134(3)(h) of the Companies Act 2013in Form AOC-2 form part of this report as Annexure 1.
The Policy on Related Party transactions may be accessed on the Company's website atthe link http://www.emmsons. com/files/related-party-transaction-policy.pdf
Your Directors draw attention of the Members to the note 39 to the standalone financialstatement which set out the related party disclosures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee comprise of the following members:
Mr. Anil Monga
Mr. Rajesh Monga
Ms. Soni Benydin Jaiprakash
The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board.
The CSR Policy may be assessed on the Company's website at the linkhttp://www.emmsons.com/files/corporate-social responsibility-policy.pdf
The Company has identified areas of engagement which are as under:
To collaborate with communities and institutions to contribute to eradicatinghunger poverty and malnutrition promoting preventive health care and sanitation and makeavailable safe drinking water
To contribute and promote education including special education and employmentenhancing vocation skills especially among children women elderly and the differentlyabled and livelihood enhancement projects.
To contribute and promoting gender equality empowering women setting up homesand hostels for women and orphans setting up old age homes day care centre's and suchother facilities for senior citizens and measures for reducing inequalities faced bysocially and economically backward groups.
To sustain and continuously improve standards of Environment sustainabilityEcological Balance Protection of Flora and Fauna conservation of Natural Resources andmaintaining quality of soil air and water.
To contribute for the protection of national heritage art and culture includingrestoration of building and sites of historical importance setting up public librariespromotion and development of traditional arts and handicrafts.
To contribute to the Prime Minister's National Relief Fund or any other fund setup by the Central Government for socio economic development and relief and welfareof schedules castes the scheduled tribes other backward classes and women.
To contribute and encourage the training to promote rural sports nationallyrecognized sports Paralympic sports and Olympic Sports.
To contribute and measures for the benefit of armed forces veterans war widowsand their dependents.
Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government.
The Company would also undertake other need based initiatives in compliance withSchedule VII of the Companies Act 2013.
The Company is required to spend every year at least 2% of the average net profit madeduring the three immediately preceding financial years in pursuance of its CorporateSocial Responsibility Policy. The Company is constantly incurring losses from thefinancial year ending 31st March 2015 hence the Company is not required to spend anyamount on CSR activities.
The Annual Report on CSR activities is annexed herewith marked as Annexure-2
EXTENSION OF TIME FOR HOLDING ANNUAL GENERAL MEETING
You Company has the following subsidiaries overseas:-
Emmsons SA in Switzerland
Emmsons Gulf DMCC in UAE.
Emmsons Gulf DMCC is a Company incorporated in UAE and had its subsidiariesinter-alia Emmsons Asia Pte Ltd operating in Singapore and PT Star Emmsons operating inIndonesia. Further PT Star Emmsons Indonesia had its subsidiary PT Bara Energi MakmurIndonesia.
Emmsons S.A is the overseas subsidiaries in Switzerland. The financial position ofEmmsons S.A in Switzerland is also not good.
The business of the overseas subsidiary Companies has been adversely affected resultedin the financial crisis for the company and hence employee turnover due to monetary issue.Consequently the auditing of the Financial Data of the Company delayed for financialyearended 31st March 2018.
Pursuant to the provisions of section 129(3) of the Companies Act 2013 where aCompany has one or more subsidiaries it shall in addition to financial statementprepare a consolidated Financial Statement of the Company and of all the subsidiaries inthe same form and manner that of its own which shall also be laid before the AnnualGeneral Meeting of the Company.
On account of delay in receipt of the Audited Financial Statement of the subsidiaryYour Company has not been able to finalize the consolidated financial statement.Accordingly The Board of Directors of the Company in its meeting held on 30thMay 2018 (Adjourned Meeting held on 6th June 2018) has approved the Audited Financialstatement along with Auditors' Report for the financial year ended on 31st March 2018 onStandalone Basis.
Your Company made an application with Registrar of Companies NCT of Delhi &Haryana seeking extension of time for holding Annual General Meeting subsequently theRegistrar of Companies has granted three months time upto 31st December 2018for conducting Annual General Meeting.
However due to unavoidable circumstances and situation beyond the control of thecompany the Annual General Meeting of the Company could not have been conducted withinthe stipulated extended time.
The Audit Committee comprises Independent Directors namely Ms. Soni Benydin JaiprakashMr. Viresh Shankar Mathur Mr. Rahul Chopra Independent Directors and Mr. Anil KumarMonga Managing Director. Mr. Viresh Shankar Mathur is the Chairman of the Committee. Asrequired by Section 177(8) read with Section 134(3) of the Companies Act 2013 and theRules framed thereunder the composition of the Audit Committee is in line with theprovisions of the Companies Act 2013 and SEBI Listing Regulations details of which areprovided in the Corporate Governance Report forming part of this Annual Report.
All recommendation made by the Audit Committee were accepted by the Board.
M/s Akhil Mittal & Co. Statutory Auditors of the Company have submitted Auditors'Report on the accounts of the Company for the accounting year ended 31st March 2018. TheAuditors' Report is self-explanatory and requires no comment.
However the Board gives the following explanations to the para (vii) (b) in theAnnexure A to the Auditors' Report to the member:
The Auditors have pointed out certain demands raised by Income Tax Authorities. Thecompany has filed appeals against the demands which are pending before CIT(A). Thecompany is confident of succeeding in the appeals.
Further the Board gives the following explanations to the para (viii) in the AnnexureA to the Auditors' Report to the member:
The business of the company has been adversely affected by the global commoditiesmarket. This has resulted in tight liquidity position and affected company's ability tomeet its financial obligations. The Company is making efforts to improve its operation.
At the 24th Annual General Meeting held on 24th May 2018 M/sAkhil Mittal & Co. Chartered Accountants (ICAI Firm Registration No. 026177N) wereappointed as Statutory Auditors of the Company to hold office till the conclusion of 29thAnnual General Meeting of the Company. Their appointment was subject to ratification byMembers of the Company in Annual General Meeting. Now pursuant to the provisions ofsection 40 of the Companies Amendment) Act 2017 section 139 of the Companies Act 2013has been amended whereby the requirement of annual ratification of the appointment ofStatutory Auditors by the Members of the Company is no longer required. Accordingly theresolution regarding ratificationof the appointment of M/s Akhil Mittal & Co.'as Statutory Auditors is not being proposed in the ensuing Annual General Meeting.
The Board has appointed M/s. Saurabh Agarwal & Co. Practicing Company SecretariesNew Delhi to conduct Secretarial Audit for the financial year 2017-18. The SecretarialAuditor Report for the financial year ended March 31 2018 is annexed herewith marked asAnnexure-3 to this Report. The board gives the following explanations on the Observationsof the Secretarial Audit Report of the Auditor:
1. The Company is generally regular in depositing undisputed statutory dues ofProvident Fund Employees State Insurance Income Tax Service Tax and GST.
2. The company has filed appeals against the demands which are pending before CIT(A).The company is confident of succeeding in the appeals.
3. The business of the company has been adversely affected by the global commoditiesmarket. This has resulted in tight liquidity position and affected company's ability tomeet its financial obligations. The Company is making efforts to improve its operation.
4. Due to non-consolidation of the accounts of overseas subsidiaries due to situationbeyond the control of the company for both the financial year ended 31st March 2016 and31st March 2017 the company has not convened the Annual General Meetingwithin the stipulated extended time for the financial year ended 31st March 2016 and 31stMarch 2017. The reason behind that is that Annual General Meeting is called for givingthe true and fair view of the state of affairs of the company to the shareholders. Thecompany does not to keep the shareholders in abeyance. After consolidation of the accountsof overseas subsidiaries the Company has duly convened the Annual General Meeting for thefinancial year ended 31st March 2016 and 31st March 2017 on 24thMay 2018 at 11.00 a.m and 1.00 p.m respectively.
5. As the Annual General Meeting for the financial year ended 31st March 2016 and 31stMarch 2017 has been delayed consequently the company had filed consolidated 31st March2016 and 31st March 2017 pursuant to the provision of section 92 and section129 of the Companies Act 2013 after the due dates after convening the Annual GeneralMeeting for thefinancialyear ended 31 st March 2016 and 31st March2017.
6. The company has duly submitted the quarterly as well as standalone financialregulation 33 of SEBI(LODR). Due to non consolidation of accounts of its overseassubsidiaries attributable to unavoidable reasons the company has made delayed insubmission of consolidated financial regulation 33 of SEBI(LODR).
7. The Company has made delay in compliance with the provisions of Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 because ofnon-consolidation of the accounts of its overseas subsidiaries due to which there wasdelay in Annual Report so as to give true and fair view of the state of affairs of thecompany.
However the company has made delayed submission of Annual Report under Regulation 34of SEBI(Listing Obligations and Disclosure Requirements) Regulations alongwith thepecuniary penalties imposed by the Bombay Stock Exchange.
8. Since the accounts of the company has not been consolidated with its overseassubsidiaries with due time due to unavoidable reasons the company has made delayed infiling of Annual Performance Report with Reserve Bank of India for the year ended 31stMarch 2017 under the provisions of Foreign Exchange Management Act 1999(FEMA).
Rest of the points mentioned in the Secretarial Audit Report are self explanatory.
Pursuant to provisions of Section 177(9) of the Companies Act 2013 the Company hasestablished a "Vigil Mechanism" incorporating whistle blower policy in terms ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for employees andDirectors of the Company for expressing the genuine concerns of unethical behavioractual or suspected fraud or violation of the code of conduct by way of direct access tothe Chairman/Chairman of the Audit Committee.
The Company has also provided adequate safeguards against victimization of employeesand Directors who express their concerns.
The Policy on Vigil Mechanism may be accessed on the Company's website at the linkhttp://www.emmsons.com/files/vigil-mechanism.pdf
EXTRACT OF ANNUAL RETURN
An extract of Annual Return of the Company in the prescribed format is annexed herewithas Annexure- 4 to this Report.
Pursuant to the provisions of Section 134(3)(a) of Companies Act 2013 as substitutedby Companies (Amendment) Act 2017 w.e.f 31st July 2018 the web address of the extractof Annual Return of the Company is https://www.emmsons.com/Annual Report
We believe that it is important for us to manage our business affairs in the most fairand transparent manner with a firm commitment to our values. Your Company is committed tomaintain the highest standards of Corporate Governance. A Separate section on CorporateGovernance together with a certificate from the Company's Auditors confirming thecompliance of conditions of Corporate Governance as stipulated in Regulation 27 under SEBI(listing Obligations and Disclosure Requirements) Regulations 2015 is annexed hereto.
The requisite Certificate from the Practising Company Secretary confirming compliancewith the conditions Governance as stipulated under the aforesaid Regulation 27 under SEBI(listing Obligations and Disclosure Requirements) Regulations 2015 is attached to thisReport.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report as required under Regulation34(2)(e) of SEBI (listing Obligations and Disclosure Requirements) Regulations 2015 isannexed as Annexure-5 to this report.
LISTING OF SECURITIES
The Equity Shares of your Company are listed at Bombay Stock Exchange Limited Floor 25Phiroze Jeejeebhoy Towers Dalal Street Mumbai. The scrip code of the Company for theBombay Stock Exchange Limited is 532038.
The Company has duly paid the listing fee to the aforesaid Stock Exchange for thefinancialYear 2017-18.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering the nature of business of the Company energy does not form a significantportion of the cost for the Company yet wherever possible and feasible continues effortsare being put for conservation of energy and minimizing power cost. Keeping in view of thenature of business of the Company no technology is being used.
Details of Foreign Exchange used and earned is as follows: -
| ||Rs. In Lacs |
|Foreign Exchange Earning: ||1245.87 |
|Foreign Exchange Outgo: ||3.40 |
STATEMENT OF PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
In terms of the provisions of section 197 (12) of the Companies Act 2013 read withRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) rules 2014information of the employees are provided as an Annexure-A.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided as an Annexure-A.
In terms of section 197(14) of the Companies Act 2013 the Company does not have anyHolding Company. The Managing or Whole Time Director does not receive any remuneration orcommission from any holding or subsidiary of the Company.
CHANGE OF REGISTERED OFFICE OF THE COMPANY
The Registered Office of your Company has been shifted from 17 Community CentreZamrudpur New Delhi-110048 to 101/12 Community Centre Zamrudpur New Delhi-110048 witheffect from 14th February 2019.
DIRECTORS' RESPONSINBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act 2013 The Boardhereby submit its responsibility statement
a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with the proper explanation relating to material departures;
b) Appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit or loss of the company for the period;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis
e) the Internal financial controls have been laid down to be followed by the Companyand that such internal financial are adequate and are operating effectively and;
f) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS OR COURTS
The relevant pending litigations with Regulators or Courts have been disclosed asContingent Liabilities in note no. 42(b) of the notes to the financial statements for theyear ended 31 st March 2018. There are no significant and material orders passed by theRegulators/ Courts which would impact the going concern status of the Company and itsfuture operations.
Your Company has in place a mechanism to inform the Board about the risk assessment andminimization procedures and undertakes periodical review of the same to ensure that therisks are identifiedand controlled by means of a properly defined framework. In theBoard's view there are no material risks which may threaten the existence of theCompany.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no significant material changes and commitments affecting the financialposition of the occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of this Report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company's policy on Prevention of Sexual Harassment at workplace is in line withrequirements of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and Rules framed thereunder. Internal Complaint
Committees have also been set up to redress complaints received regarding sexualharassment. The Company has received no complaints during the financial year 2017-18.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transaction on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Significant or material orders passed by the Regulators or Courts or Tribunls whichimpact the going concern status and Company's operations in future.
4. Change in nature of Business of Company.
1. Policy for determining material subsidiaries of the Company is available on thewebsite of the Company at weblink: htttp://www.emmsons.com/files/Policy for DeterminingMaterial Subsidiary.pdf
2. Policy for Preservation of Documents of the company is available on the website ofthe Company at weblink: htttp:// www.emmsons.com/files/Policy on Preservation of Documentsunder SEBI Regulations 2015.pdf
3. Policy for Material Events and Information's of the Company is available on thewebsite of the Company at weblink: htttp://www.emmsons.com/files/Policy on Disclosure ofMaterial Events and Information's under SEBI Regulations 2015. pdf
4. Policy of Nomination and Remuneration policy is available on the website of theCompany at weblink: htttp://www. emmsons.com/files/Nomination and Remuneration policy.pdf
5. Policy on Terms and conditions for appointment of Independent Directors is availableon the website of the Company at weblink:htttp://www.emmsons.com/files/Terms andconditions for appointment of Independent Directors.pdf
6. Policy for Evaluation of the Performance is available on the website of the Companyat weblink:htttp://www.emmsons. com/files/Policy for Evaluation of the Performance.pdf
7. Code of Fair Disclosure and Code of Conduct for insiders is available on the websiteof the Company at weblink:htttp://www.emmsons.com/files/Code of Fair Disclosure and Codeof Conduct
8. Code for Board and Senior Members is available on the website of the Company atweblink:htttp://www.emmsons. com/files/Code for Board and Senior Members.pdf
As in the previous years this year too Notice of 25th Annual GeneralMeeting of the Company and Annual Report of the
Company for the financial year 2017-18 are sent to all members whose e-mail addressesare registered with the Company/ Depository Participant(s). For members who have notregistered their e-mail addresses physical copies are sent in the permitted mode.
Your Directors wish to place on record their appreciation for the co-operation extendedto the Company by Government Commercial Banks Business Associates ShareholdersCustomers and Executives Officers and staff at all level.
| ||For and on behalf of the Board |
| ||Sd/- ||Sd/- |
| ||(ANIL KUMAR MONGA) ||(RAJESH MONGA) |
|Dated: 15-03-2019 ||Managing Director ||Whole Time Director |
|Place: New Delhi ||(DIN:00249410) ||(DIN: 00249642) |
Annexure "A" to the Directors' Report
Information required as per section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) rules 2014 and formingpart of Director's Reports for the year ended 31st March 2018.
(A) Persons employed throughout the financial year who were in receipt of remunerationfor the year which in the aggregate was not less than Rs. 102.00 Lacs.
(B) Persons employed for a part of the financial year who were in receipt ofremuneration for any part of the year at a rate which in the aggregate was not lessthan Rs. 8.50 Lacs per month.
(C) Persons employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
STATEMENT PURSUANT TO SECTION 197(12)
Details pertaining to remuneration as required under section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2017-18 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2017-18 and the comparison of remuneration of each Key Managerial Personnel against theperformance of the Company are as under:
|S r. No ||Name of Director/Key Managerial Personnel ||Remuneration of Director/ KMP for financial year 2017-18 ||% increase in Remuneration in the financial year 2017-18 ||Ratio of remuneration of each Director/ KMP to median remuneration of employees ||Comparison of the Remuneration of the Key Managerial Personnel against the performance of the Company |
|1 ||Mr. Anil Monga ||0 ||0.00% ||NIL ||The company has incurred loss during the financial year 2017-18 |
| ||Managing Director || || || || |
|2 ||Mr. Rajesh Monga ||0 ||0.00% ||NIL || |
| ||Whole Time Director || || || || |
|3 ||Mr. Viresh Shankar Mathur ||260000 ||38.46% ||0.85 || |
| ||Non Executive Director || || || || |
|4 ||Mr. Subhash Chander ||140000 ||42.85% ||0.46 || |
| ||Non Executive Director || || || || |
|5 ||Ms. Soni Benydin Jaiprakash ||0 ||(100%) ||NIL || |
| ||Non Executive Director || || || || |
|6 ||Ms. Sandhya Kedia ||285000 ||Nil ||0.93 || |
| ||Company Secretary || || || || |
|7 ||Mr. Bhalendra Pal Singh ||885000 ||NIL ||2.89 || |
| ||Chief Financial Officer || || || || |
1. Remuneration includes Salary House Rent Allowance Bonus Leave Travel ConcessionMedical Assistance and other allowances paid in cash and taxable value of non cashperquisites.
2. Mr. Viresh Shankar Mathur Mr. Subhash Chander Ms. Soni Benydin Jaiprakash and Mr.Rahul Chopra are Non Executive Independent Directors of the Company being entitled forsitting fee based on number of meeting attended.
3. With effect from 1st September 2018 Mr. Anil Kumar Monga was re-appointed asChairman and Managing Director of the company with a monthly remuneration of Rs. 200000per month subjected to fulfillment of requirement of schedule V of the Companies Act2013.
4. With effect from 1st January 2017 Mr. Rajesh Monga was re appointed as Whole TimeDirector of the company without remuneration.
5. Mr. Subhash Chander was appointed as Additional Director in the capacity of NonExecutive Independent Director w.e.f 27th April 2017 and has vacated theoffice on 30 th December 2017 due to non regularization of his appointment inthe absence of withholding of Annual General Meeting within the stipulated extended time.
6. Ms. Sandhya Kedia has been appointed as Company Secretary with effect from 1stFebruary 2017.
(i) Number of permanent employees on the roll of the Company were 25 as on March 312018.
(ii) The median employee remuneration of employees of the company during the financialyear was Rs. 306052/-.
(iii) In the financial year there was increase of 19.83% in the median remuneration ofemployees.
(iv) Relationship between average increase in remuneration and company performance:-Due to heavy losses in the company some employees left the company and median employeechange hence reflect increase in median employee remuneration. However no increase in theremuneration of any employee during the financial year 2017-18.
(v) Comparison of Remuneration of the Key Managerial Personnel: The Company hasincurred loss during the financial year 2017-18.
(vi) a) Variation in market capitalization of the Company: Market Capitalisation as onMarch 31 2018 : INR 39586932/- Market Capitalisation as on March 31 2017 : INR82.172874/- b) Price Earnings ratio of the Company: Price Earnings ratio as on March 312018 : Negative Price Earnings ratio as on March 31 2017 Negative
(vii) There was no average percentage increase/decrease made in the salaries of theemployees other than the Managerial Personnel in the last financial year i.e 2017-18 aswell as in the Managerial Remuneration for the same financial year.
(viii) The key parameters for the variable component of remuneration availed bydirectors are considered by the Board of Directors based on the recommendation ofNomination and Remuneration Committee as per the Remuneration policy for Directors/KeyManagerial Personnel and other employees.
(viii) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the financial year 2017-18.
Name of highest paid Director and salary:- Directors' remuneration is NIL due toInadequacy of Profit. Name of employees:- Mr. Naveen Jain (INR 1427139/-)
(ix) It is hereby affirmed that the remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel and other Employees.
| ||For and on behalf of the Board |
| ||Sd/- ||Sd/- |
| ||(ANIL KUMAR MONGA) ||(RAJESH MONGA) |
|Dated: 15-03-2019 ||Managing Director ||Whole Time Director |
|Place: New Delhi ||(DIN:00249410) ||(DIN: 00249642) |
ANNEXURE-1 TO DIRECTOR'S REPORT
Form No. AOC-2
(Pursuant to clause (h) of sub-section(3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars contracts/ arrangements entered into by the companywith related parties referred to in sub-section (1) of section 188 of the Companies Act2013 including certain arm's length transactions under third proviso thereto.
Details of Contracts or Arrangements or Transactions not at Arm's length basis:
|Sr. No ||Particulars ||Details |
|1 ||Name (s) of the related party & nature of relationship ||Nil |
|2 ||Nature of contracts/arrangements/transaction ||Nil |
|3 ||Duration of the contracts/arrangements/transaction ||Nil |
|4 ||Salient terms of the contracts or arrangements or transaction including the value if any ||Nil |
|5 ||Justification for entering into such contracts or arrangements or transactions' ||Nil |
|6 ||Date of approval by the Board ||Nil |
|7 ||Amount paid as advances if any ||Nil |
|8 ||Date on which the special resolution was passed in General meeting as required under first proviso to section 188 ||Nil |
Details of Contracts or Arrangements or Transactions at Arm's length basis:
|Sr. No ||Name (s) of the related party & nature of relationship ||Nature of contracts/ arrangements/ transaction ||Duration of the contracts/ arrangements/ transaction ||Salient terms of the contracts or arrangements or transaction including the value if any ||Date of approval by the Board ||Amount paid as advances if any ||Amount (` Lakhs) |
|1 ||Anil Kumar Monga (Chairman & Managing Director) ||Rent ||Ongoing ||Based on Rent Agreement ||NA ||Nil ||3.00 |
|2 ||Emmsons Gulf DMCC (Subsidiary Company) ||Interest Received ||Ongoing ||Based on transfer pricing guidelines ||NA ||Nil ||1245.87 |
|3 ||Travsol Worldwide Private Limited (Significantly Influenced) ||Availing of services ||Ongoing ||Travelling ticket in the ordinary course of business ||NA ||Nil ||66.09 |