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Emmsons International Ltd.

BSE: 532038 Sector: Others
NSE: N.A. ISIN Code: INE073C01015
BSE 00:00 | 25 May Emmsons International Ltd
NSE 05:30 | 01 Jan Emmsons International Ltd
OPEN 4.20
PREVIOUS CLOSE 4.20
VOLUME 125
52-Week high 5.50
52-Week low 3.07
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.20
CLOSE 4.20
VOLUME 125
52-Week high 5.50
52-Week low 3.07
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Emmsons International Ltd. (EMMSONSINTL) - Director Report

Company director report

Dear Members

Emmsons International Limited

Your Directors have pleasure in presenting this 24th Annual Report on thebusiness and operations of the Company together withAudited Financial Statement for thefinancial year ended March 312017.

FINANCIAL HIGHLIGHTS

The highlights of financial results of the Company for the FinancialYears 2016-17 and2015-16 are as under:

Particulars

2016-2017

2015-16

Amount (Rs. In Lacs) US$ in Million Amount (Rs. In Lacs) US$ in Million
Gross Sales and Income 1485.45 2.29 37841.56 57.12
Profit before interest Depreciation Exceptional Item and taxation (26104.00) (40.26) (13024.17) (19.66)
Interest and financial Charges 13983.26 21.57 11008.84 16.62
Depreciation 67.57 0.10 78.49 0.12
Profit before taxation and exceptional item (40154.83) (61.93) (24111.50) (36.39)
Exceptional Item (633.94) (0.98) 5619.23 8.48
Provisions of Taxation
Provision for deferred taxation/(tax effect of timing differences during year)
Profit after tax (39520.89) (60.95) (29730.73) (44.88)

DIVIDEND:

In view of the Loss the Board has not recommended any dividend payment for thefinancial year 2016-17.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of section 124 and 125 of the Companies Act 2013 read withIEPF Authority (AccountingAudit Transfer and Refund) Rules2016 ("The Rules")all unpaid or unclaimed dividends are required to be transferred by the Company to theIEPF established by the Central Government after the completion of seven years from thedate of completion. The shareholders whose dividends have been transferred to the IEPFAuthority can claim their dividend from the Authority.The unclaimed or unpaid dividendrelating to the financial year 2009-10 is due for remittance by the beginning ofNovember2017 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 2016-17 the Company has on a standalone basis registeredtotal revenues of Rs. 14.85 Crores as compared to Rs. 378.41 Crores in the previous yearreflecting a substantial decline. The Company Net Loss of company has increased toRs.395.20 Crores as compared to the Net Loss of Rs.297.30 Crores in the previous year.

Your Company has experienced difficulties on account of Delay in collection ofreceivables from overseas customersSlowdown 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.

FIXED DEPOSITS

Your Company has not accepted any deposits in terms of Chapter V of the Companies Act2013 read with the Companies (Acceptance of Deposit) Rules2014during the year underreview.

PERFORMANCE OF SUBSIDIARY COMPANIESOVERSEAS

The Company has till the end of the financial yeartwo overseas Subsidiary Companiesnamely

• Emmsons Gulf DMCC

• Emmsons Grains Limited (upto l5hJune2016)

• Emmsons SA.

Emmsons Gulf DMCC:

In line with slum in the global commodities marketsthe business of the Company'ssubsidiary Emmsons Gulf DMCC was also affected adversely. During the yearunder review ithas postedTotal Revenue of Rs.235.03 Lac as compared to Rs. 1542.29 Lacs in previousyear.The Company has incurred a loss of Rs.6458.37 Lacs as compared to loss of Rs.35144.75Lacs in the previous year

Emmsons Grains Limited Cyprus:

Emmsons Grains Limited (EGL) Cyprus was holding farming business through subsidiariesCompanies operating in Ukraine. The fall in the prices of commodities affected theperformance of farming operations. The Company has incurred making losses since inceptionand has not done any trading business after 2009-2010 nor has it contributed to theturnover of the company. Hence the company has been disinvested by way of sale transferor dispose off entire shareholding in Emmsons Grains Limted vide approval of the board inthe board meeting held on 8' June2016.

Emmsons S.A:

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.289.91 Lacs as compared to Profit of Rs. 4.50 Lacs in the previous year.

In accordance with the Companies Act2013the Audited Consolidated Financial Statementis provided in theAnnual Report.

MEETINGS OF BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance forming part ofAnnual Report.

DIRECTORSAND KEY MANAGERIAL PERSONNEL

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 Nomination and Remuneration Committee in its meeting held on 14.11.2016 and theBoard of Directors in its meeting held on 14.11.2016 passed the resolutionsubject to theapproval of shareholders for re-appointment of Mr. Rajesh Monga as Whole Time Director ofthe Company for a further period of three years effective from 1 "January2017without remuneration.

Mr.Satish Chander Gupta has resigned as Non Executive Independent Director of theCompany with effect from 14th November 2016. The Board of Directors in theirmeeting held on 14' November2016 took note of the same.

Pursuant to the provisions of section l6l(l) of the Act and the Articles of Associationof the Companythe Board of Directors of the Company has appointed Mr. Subhash Chanderas Non-Executive-Independent Director (Additional Director) of the Company with effectfrom l4' November 2016. In terms of the provisions of section l6l(l) of the Act Mr.Subhash Chander would hold office up to the date of the ensuing Annual General Meeting.

Mr. Subhash Chander who was appointed as additional Director in the position of NonExecutive Independent Director with effect from l4' November2016 has vacated his officeon 30' December2016 due to non-regularisation of his appointment in the absence ofholding the general meeting of the company.The Board of Directors in their meeting held onl4th February2017 took note of the same.

Pursuant to section 203 of the Companies Act2013 and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Ms.Sneha Khemka has been appointed asCompany Secretary and Compliance Officer of the Company as Whole Time Key ManagerialPersonnel w.e.f 4' April2016

Ms. Sneha Khemka has resigned as Company Secretary of the Company with effect from 22ndDecember 2016. The Board of Directors in their meeting held on l4th February2017 took note of the same.

Mr Surinder BhayaChief Financial Officer of the company has resigned from his officeand consequently from the Key Managerial Personnel w.e.f the close of business hours on3l" October2016.

Pursuant to section 203 of the Companies Act2013 and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Ms. Sandhya Kedia has been appointed asCompany Secretary and Compliance Officer of the Company as Whole Time Key ManagerialPersonnel w.e.f 1 " February2017.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as mentioned under CompaniesAct2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015.

The details of the programmes for familiarization of Independent Directors with theCompanytheir rolesrightsresponsibilities in the Companynature of the industry in whichthe Company operatesbusiness model of the Company and related matters are put on thewebsite of the Company http://www.emmsons.com/files/familiarization-program.pdf

COMPANY'S POLICY ONAPPOINTMENT 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 Act2013.Approval of shareholders and theCentral Government if any for payment of remuneration to Executive Directors is soughtfrom time to time.At present due to adverse financial position of the company ExecutiveDirectors 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 meetingsGeneral Meetings and inrelation to the business of the Company.

A brief of the Remuneration Policy on appointment and remuneration of DirectorsKMP andSenior 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 ownperformanceBoard 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 Boardeffectiveness ofthe board processesinformation 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 1315 and 34 ofstandalone financial statement)

CONTRACTSANDARRANGEMENTSWITH 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.

During the year the company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with theprovisions of Regulation 23 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations2015.

The particulars of contract/arrangement entered into by the Company with RelatedParties at Arms length transactions under third proviso thereto is attached herewithmarked as Annexure-2.

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 32 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 eradicatinghungerpoverty and malnutritionpromoting preventive health care and sanitation and makeavailable safe drinking water

• To contribute and promote education including special education and employmentenhancing vocation skills especially among childrenwomenelderly 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 homesday 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 Faunaconservation of Natural Resources andmaintaining quality of soilair and water.

• To contribute for the protection of national heritageart and culture includingrestoration of building and sites of historical importancesetting up publiclibrariespromotion 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 welfare ofschedules 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 veteranswar 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 withScheduleVII of the Companies Act2013.

The Company is required to spend every year atleast2% of the average net profit madeduring the three immediately preceding financial years in pursuance of its CorporateSocial Responsibility Policy.During the year under reviewthe Company has incurred Netloss of Rs.395.21 Crores and The Board of Directors is of view that it is not viable tospent 2% of the average net profit made during the three immediately preceding financialyears in the current financial year ending on 31st March2017.

TheAnnual Report on CSR activities is annexed herewith marked asAnnexure-2

EXTENSION OFTIME FOR HOLDINGANNUAL GENERAL MEETING

You Company has the following subsidiariesoverseas:-

• Emmsons SAin Switzerland

• Emmsons Grains Limitedin Cyprus (Upto 15th June2016)

• Emmsons Gulf DMCCin UAE.

Emmsons Gulf DMCCis a Company incorporated in UAE and had its subsidiariesinter-aliaEmmsons Asia Pte Ltdoperating in Singapore and PT Star Emmsons operating in Indonesia.Further PT Star Emmsons Indonesia had its subsidiary PT Bara Energi MakmurIndonesia.

Due to downturn in the global commodity market resulted in liquidity crunch in thegroup consequently the Auditing of the Financial Data of the Company delayed for financialyear ended 31st March2017.

Pursuant to the provisions of section 129(3) of the Companies Act2013where a Companyhas one or more subsidiariesit shall in addition to financial statement prepare aconsolidated Financial Statement of the Company and of all the subsidiaries in the sameform and manner that of its own which shall also be laid before theAnnual General Meetingof the Company.

On account of delay in receipt of theAudited Financial Statement of the subsidiaryYourCompany has not been able to finalize the consolidated financial statement.AccordinglyTheBoard of Directors of the Company in its meeting held on 30th May2017 has approved theAudited Financial statement alongwith Auditors' Report for the financial year ended on31st March 2017 on Standalone Basis.

Your Company made an application with Registrar of CompaniesNCT of Delhi & Haryanaseeking extension of time for holding Annual General Meetingsubsequently the Registrar ofCompanies has granted three months time upto 30th December2017 for conductingAnnualGeneral Meeting.

Howeverdue to unavoidable circumstances and situation beyond the control of thecompanythe Annual General Meeting of the Company could not have been conducted within thestipulated extended time.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. Satish Chandra Gupta(Chairman) Mr. Anil Monga (Member) Ms. Soni Benydin Jaiprakash (Member) and Mr.VireshShankar Mathur (Member) till 14' November 2016. Mr. Satish Chandra Gupta has resigned asNon-Executive Independent Director of the company with effect from 14' November2016. Mr.Subhash Chander has been appointed as Additional Director in the capacity of Non-ExecutiveIndependent Director with effect from 14th November 2106. Accordingly AuditCommittee has been re-constituted with effect from 14th November 2016comprising of Subhash Chander Chairman Mr.Anil Monga (Member) Ms. Soni BenydinJaiprakash (Member) and Mr.Viresh Shankar Mathur(Member) till 30thDecember2016. HoweverMr.Subhash Chander has vacated his office on 30thDecember2016 due to non-regularisation of his appointment.AccordinglyAudit Committee hasagain been reconstituted consisting of Mr.Viresh Shankar MathurChairmanMr.Anil Monga(Member)Ms.Soni Benydin Jaiprakash (Member).

All recommendation made by theAudit Committee were accepted by the Board.

AUDITOR'S REPORT

M/s Suresh & Associatesthe existing Statutory Auditors of the Company havesubmitted Auditors' Report on the accounts of the Company for the accounting year ended 31" March2017.The Auditors' 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 demandswhich are pending before CIT(A).The companyis confident of succeeding in the appeals.

Furtherthe Board gives the following explanations to the para (viii) in theAnnexure Ato theAuditors' 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.

AUDITORS

As per the provisions of section 139 of the Companies Act 2013 the term of office ofM/s Suresh & Associates as Statutory Auditors of the Company expire from the closeof Annual General Meeting of the Company ought to be held for the financial year ended 31" March2017.

The Board of Directors places on record its appreciation for the services rendered byM/s Suresh & Associates as the Statutory Auditors of the Company.

Subject to the approval of the membersthe Board of directors of the Company hasrecommended the appointment of M/s Akhil Mittal & Co.Chartered Accountants(ICAI FirmRegistration No.026l77N) as the Statutory Auditors of the Company pursuant to section l39of the Companies Act 2013.The resolution for appointment of M/s Akhil Mittal & Co. asStatutory Auditors is included in item No.3 of the Notice convening theAnnual GeneralMeeting.

SECRETARIAL AUDITOR

The Board has appointed M/s.Saurabh Agarwal & Co. Practicing Company SecretariesNew Delhi to conduct Secretarial Audit for the financial year 2016-17.The SecretarialAuditor Report for the financial year ended March 312017 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 has made late deposit of undisputed Statutory dues of provident fundemployee's state insurance fund income taxservice tax due to financial crunch faced bythe company.

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. The Company has appointed additional director in the capacity of Non ExecutiveIndependent Director due to resignations occurs in the office of Non-Executive IndependentDirector. Howeverdue to non-regularization of director in the absence of holding thegeneral meeting within the stipulated extended time vacancy in the office of Non-ExecutiveIndependent director has occurred. As per the Companies Act 2013 the company can fillthe intermittent vacancy maximum within three months. The Company has made all its effortsto fill the stipulated vacancy within the time period allowed by the Act. However thevacancy was fulfilled after the time period due to which the requirement of constitutionof Nomination and Remuneration Committee as per section 178 of the Companies Act 2013read with Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) 2015 hasnot been met. This also resulted in delay of filing Corporate Governance Requirement underregulation 27 of SEBI (Listing Obligation and Disclosure Requirements) 2015 withinstipulated time for the quarter ended 31 " March2017.

5. Due to non-consolidation of the accounts of overseas subsidiaries due to situationbeyond the control of the company for both the financial year ended 31 " March 2016and 31st March 2017 the company has not convened the Annual General Meeting within thestipulated extended time for the financial year ended 31 " March2016 and 31stMarch2017.The reason behind that is that Annual General Meeting is called for giving thetrue and fair view of the state of affairs of the company to the shareholders.The companydoes not want to keep the shareholders in abeyance.

6. As the ratification of appointment of the Statutory Auditor in terms of section139(1) of the Companies Act2013 has to be done in the Annual General Meeting of theCompany. In the absence of not holding the Annual General Meeting earlierthe ratificationhas not been done earlier.

7. The Company has filed provisional Standalone Balance Sheet for the financial yearended 31 " March 2016 with the ROC. The Company has also filed Annual Return withadditional fees for the financial year ended 31st March2016 without holding theAnnualGeneral Meeting.

8. The Company made all its efforts to appoint Chief Financial Officer within thestipulated timehoweverit finally succeeded in doing so after slight delay.

9. The company was not able to file the Consolidated Financial Statements within thestipulated time under the provisions of Regulation 33(3)(b) of SEBI (Listing Obligationand Disclosure Requirements)20l5 due to non availability of consolidated financialstatements as explained in point 5 above.

VIGIL MECHANSIM

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy interms of the SEBI (listing Obligations and Disclosure Requirements) Regulations 20l5.ThePolicy 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

In accordance with the provisions of section l34 of the Companies Act2013 an extractof Annual Return of the Company in the prescribed format is annexed herewith asAnnexure- 4to this Report.

CORPORATE GOVERNANCE

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 Corporate Governance together with a certificate from theCompany's Auditors confirming the compliance of conditions of Corporate Governance asstipulated in Regulation 27 under SEBI (listing Obligations and Disclosure Requirements)Regulations 2015 is annexed hereto.

The requisite Certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance as stipulated under the aforesaid Regulation 27under SEBI (listing Obligations and Disclosure Requirements) Regulations20l5 is attachedto this Report.

MANAGEMENT DISCUSSIONAND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under Regulation34(2)(e) of SEBI (listing Obligations and Disclosure Requirements) Regulations20l5 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 StreetMumbai.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 2016-17.

CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Considering the nature of business of the Companyenergy does not form a significantportion of the cost for the Company yet wherever possible and feasible continuous effortsare being put for conservation of energy and minimizing power cost. Keeping in view of thenature of business of the Companyno technology is being used.

Details of Foreign Exchange used and earned is as follows: -

Foreign Exchange Earning: Rs. 128508365 Foreign Exchange outgo: Rs. 45914059

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) rules2014information 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.

DIRECTORS' RESPONSINBILITY STATEMENT

Your Directors state that:-

a) In the preparation of the Annual Accountsthe applicable accounting standards havebeen followed and there are no material departure from the same;

b) Appropriate accounting policies have been selected and applied them consistently andhave 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 the financial year and ofthe profit 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 this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; and

d) TheAnnualAccounts have been prepared on a going concern basis;

e) Proper internal financial controls were followed by the Company and that suchinternal financial control are adequate and are operating effectively and;

f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that systems are adequate and operating effectively.

DISCLOSURE REQUIREMENTS

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 Regulations2015.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 for insiders.pdf

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extendedto the Company by Government

Commercial BanksBusiness AssociatesShareholdersCustomers and ExecutivesOfficers andstaff at all level.

For and on behalf of the Board

Dated : 12.04.2018 Sd/- Sd/-
Place : New Delhi (ANIL KUMAR MONGA) (RAJESH MONGA)
Managing Director Whole Time Director
(DIN: 00249410) (DIN: 00249642)