Emmsons International Ltd.
|BSE: 532038||Sector: Others|
|NSE: N.A.||ISIN Code: INE073C01015|
|BSE 00:00 | 25 Oct||Emmsons International Ltd|
|NSE 05:30 | 01 Jan||Emmsons International Ltd|
|BSE: 532038||Sector: Others|
|NSE: N.A.||ISIN Code: INE073C01015|
|BSE 00:00 | 25 Oct||Emmsons International Ltd|
|NSE 05:30 | 01 Jan||Emmsons International Ltd|
Emmsons International Limited
Your Directors have pleasure in presenting this 28th Annual Report on thebusiness and operations of the Company together with Audited Financial Statement for thefinancial year ended March 31 2021.
In the last month of FY 2020 the COVID 19 pandemic developed rapidly into a globalcrisis forcing government to enforce lock downs of all economic activities. For theCompany the focus immediately shifted to ensuring the health and well being of allemployees.
Company has suffered huge losses during the year; hence Board has not recommended anydividend for the year ended 2020-21.
FINANCIAL AND OPERATIONAL PERFORMANCE
During the financial year 2020-21 the Company has on a standalone basis registeredtotal revenues of Rs. 0.26 Lacs as compared to Rs. 0.84 Lacs in the previous yearreflecting a huge decrease in the revenue. The net loss of company is Rs. (14833.45 lacs)during the year as compared to loss of Rs. (15520.03 lacs).
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 Companiesnamely:
Emmsons Gulf DMCC
Emmsons Gulf DMCC:
The business of the Company's subsidiary Emmsons Gulf DMCC was also affected adversely.The Company has not made any financial transactions during the F.Y. 2020-21 and hasfurther represented that for deep financial crunch no staff was employed by them toprepare year ending financial statement.
The business of the Company's subsidiary Emmsons S.A was also affected adversely. TheCompany has not made any financial transactions during the F.Y. 2020-21 and has furtherrepresented that for deep financial crunch no staff was employed by them to prepare yearending financial statement. In accordance with the Companies Act 2013 the AuditedConsolidated Financial Statement is provided in the Annual Report and performances of thesubsidiary companies are attached in AOC-1 to this 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
Six 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.
During the year Mr. Bhalendra Pal Singh was appointed as Chief Financial Officer of theCompany. During the year Mr. Prashant Pratap Singh was appointed as the Company Secretaryof the Company.
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 2021:
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.
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 appointmentand remuneration of Directors KMP and Senior Management is provided in the Report onCorporate 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 32 and 34(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 is 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.32 of theFinancial Statements which sets out related party disclosures under Indian AccountingStandards (IND AS).
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 32 to the standalone financialstatement which set out the related party disclosures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As the Company is not having any distributable profits and revenue from last threefinancial years hence provisions of Section 135 with respect to corporate socialresponsibility are not able to the Company. However for the composition of the CorporateSocial Responsibility please refer to the Corporate
Governance Report which is a part of this report.
The Annual Report on CSR activities is annexed herewith marked as Annexure-2
The details pertaining to the composition of the Audit committee are included in theCorporate Governance Report which is part of this report.
M/s B.B Chaudhary & Co Statutory Auditors of the Company have submitted Auditors'Report on the accounts of the Company for the accounting year ended 31st March2021. The Auditors' Report is self-explanatory and requires no comment. However the Boardgives the following explanations to the para (vii) (c) in the Annexure A to the Auditors'Report to the member: The Auditors have pointed out certain demands raised by Income TaxAuthorities. The company has filed appeals against the demands which are pending beforeconcern authorities. The company is confident of succeeding in the appeals. Further theBoard gives the following explanations to the para (viii) in the Annexure A to theAuditors' Report to the member: The business of the company has been adversely affected bythe global commodities market. This has resulted in tight liquidity position and affectedcompany's ability to meet its financial obligations. The Company is making efforts toimprove its operation.
M/s A N S K & Associates (Formerly known as M/s Akhil Mittal & Co.) CharteredAccountants (ICAI Firm Registration No. 026177N) was resigned as the statutory auditor ofthe Company w.e.f. 9th September 2020 during the year. Accordingly M/s B.BChaudhry & Co. Chartered Accountant was appointed as the statutory auditors of theCompany by the members of the Company through Postal Ballot to fill the casual vacancycaused by the resignation of the M/s A N S K & Associates.
Appointment of M/s B.B Chaudhry & Co for a further period of five years is beingproposed 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 2020-21. The SecretarialAuditor Report for the financial year ended March 31 2021 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. The company has duly submitted the quarterly as well as standalone financial resultswith the stock exchange under regulation 33 of SEBI(LODR). Due to non consolidation ofaccounts of its overseas subsidiaries attributable to unavoidable reasons the company hasmade delayed in submission of consolidated financial results with the stock exchange underregulation 33 of SEBI(LODR).
5. Since the accounts of the company has not been consolidated with its overseassubsidiaries with due time due to unavoidable reasons the company has not filed AnnualPerformance Report with Reserve Bank of India under the provisions of Foreign ExchangeManagement 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
The Copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) ofthe Companies Act 2013 has been placed on the website of the Company. The web link asrequired under the Act is as under: http://www.emmsons.com
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 Practicing Company Secretary confirming compliancewith the conditions of Corporate Governance as stipulated under the aforesaid Regulation27 under SEBI (listing Obligations and Disclosure Requirements) Regulations 2015 isattached to this Report.
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 thefinancial Year 2020-21.
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: -
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 termsof section 197(14) of the Companies Act 2013 the Company does not have any HoldingCompany. 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 is situated at Flat No. 301 Plot No. 12Zamrudpur Community Centre Kailash Colony New Delhi 110048 as on 31stMarch 2021.
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 control 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. 37 of the notes to the financial statements for theyear ended 31st March 2019. There are no significant and material orderspassed by the Regulators/ Courts which would impact the going concern status of theCompany and its future 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 identified and 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 Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of this Report.
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 alsobeen set up to redress complaints received regarding sexual harassment. The Company hasreceived no complaints during the financial year 2020-21.
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 Tribunals 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 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
As in the previous years this year too and keeping in view the pandemic of COVID 19Notice of 28th Annual General Meeting of the Company and Annual Report of theCompany for the financial year 2020-21 are sent to all members whose e-mail addresses areregistered with the Company/ Depository Participant(s).
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.