As on: Dec 05, 2023 01:49 AM
Dear Members
EMMSONS INTERNATIONAL LIMITED
Your Directors have pleasure in presenting this 30th Annual Report on the business and operations of the Company together with Audited Financial Statement for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
Standalone (Rs. in Lacs)
Consolidated (Rs. in Lacs)
DIVIDEND:
Company has suffered huge losses during the year; hence Board has not recommended any dividend for the year ended 2022-23.
FINANCIAL AND OPERATIONAL PERFORMANCE
During the financial year 2022-23, on a standalone basis, the Company has earned revenues and there is other Income of Rs. 1.49 Lacs represent mainly profit on sale of car. Previous year there was no revenue / other income. The net loss of company is Rs. (17599.15 Lac) during the year as compared to previous year loss of Rs. (14821.63 lac).
FIXED DEPOSITS
Your Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review.
PERFORMANCE OF SUBSIDIARY COMPANIES, OVERSEAS
The Company has till the end of the financial year, two overseas Subsidiary Companies, namely: Emmsons Gulf DMCC, Emmsons SA.
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. 2022-23 and has further represented that for deep financial crunch no staff was employed by them to prepare year ending financial statement.
Emmsons S.A:
The business of the Company's subsidiary Emmsons S.A has also affected adversely. The Company has not made any financial transactions during the F.Y. 2022-23 and has further represented that for deep financial crunch no staff was employed by them to prepare year ending financial statement.
In accordance with the Companies Act, 2013, the Audited Consolidated Financial Statement is provided in the Annual Report and performances of the subsidiary 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
Nine meetings of the Board of Directors were held during the year and the intervening gap 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 Annual Report.
DIRECTORS
In accordance with the Articles of Association of the Company, Mr. Rajesh Monga retires by rotation at this Annual General Meeting and is eligible for re-appointment. The Board recommends his appointment for the consideration of members of the Company at ensuing Annual General Meeting.
During the year under review, Mr. Rahul Chopra, Non-Executive Independent Director was re-appointed as Independent Director by the Board of Directors of the company via circulation of resolution passed on 1st April, 2023, for a second term of five (5) years from 28.03.2023 to 27.03.2028 as he had shown his interest for reappointment as Independent Director for a second term of five years.
In the opinion of the Board, the Director possess integrity, expertise and experience (including proficiency) required for reappointment as Independent Director of the Company.
During the financial year, Mr. Bhupinder Singh resigned from the post of Independent Directorship with effect from 13th March, 2023.
KEY MANAGERIAL PERSONNEL
In compliance with provisions of section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31st March, 2023:
DECLARATION UNDER SECTION 149(6)
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as mentioned under Companies Act, 2013 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 in accordance with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Schedule IV of the Companies act, 2013 which provides that the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company 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 of Directors, KMP and Senior Managerial Personnel.
The appointment of Directors is made pursuant to the recommendation of Nomination and Remuneration Committee (NRC).
The remuneration of Executive Directors comprises of Basic Salary and Perquisites & follows applicable requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if any, for payment of remuneration to Executive Directors is sought from time to time. At present, due to adverse financial position of the company, Executive Directors are working without remuneration.
The remuneration of Non-Executive directors comprises of sitting fees in accordance with the provisions of Companies Act, 2013 and reimbursement of expenses incurred in connection with attending the Board meetings, Committee meetings, General Meetings and in relation to the business of the Company.
A brief of the Remuneration Policy on appointment and remuneration of Directors, KMP and 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 governance requirements as prescribed by SEBI (LISTING Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, Board Committees and Individual Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as diversity of the Board, effectiveness of the board processes, information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees and effectiveness of committee meetings etc.
The performance of the individual directors was reviewed on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.
The performance of non-independent directors, Board as a whole and of the Chairman was evaluated in a separate meeting of Independent Directors after taking into account the views 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, securities provided is mentioned in Standalone financial statement (please refer Note no. 32 and 36(b) of standalone financial statement).
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All the contract(s)/arrangement(s)/transaction(s) entered by the Company during the financial year with related parties were in the Ordinary course of business and on arm's length basis. There is no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other Related Parties, 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 are repetitive in nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. Your Directors draw the attention of the members to Note No.32 & 32-II of the Financial Statements which sets out related party disclosures under Indian Accounting Standards (IND AS). Further, the disclosure as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 annexed to this report. The Policy on Related Party transactions may be accessed on the Company's website at the 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 financial statement which set out the related party disclosures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As the Company is not having any distributable profits and revenue from last three financial years, hence provisions of Section 135 with respect to corporate social responsibility are not applicable to the Company.
AUDIT COMMITTEE
The details pertaining to the composition of the Audit committee are included in the Corporate Governance Report which is part of this report.
AUDITOR'S REPORT
M/s B.B. Chaudhry & Co Statutory Auditors of the Company have submitted Auditors' Report on the accounts of the Company for the accounting year ended 31st March, 2023. The Auditors' Report is self-explanatory. Further, the Board gives the following explanations to the para (vii) to the Auditors' Report to the member:
QUALIFICATIONS:
Statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2023, on account of disputes are given below:
Explanation:, The business of the company has been adversely affected by the global commodities market. This has resulted in tight liquidity position and affected company's ability to meet its financial obligations. The Company is making efforts to improve its operation. Further the Company's accounts are NPA and company is cash crunch Company.
1. According to the information and explanations given to us and on the basis of our examination of the records of the company, in our opinion, the Company has defaulted in repayment of loans or borrowing to a financial institution,bank or Government as given below
Explanation: The business of the company has been adversely affected by the global commodities market. This has resulted in tight liquidity position and affected company's ability to meet its financial obligations. The Company is making efforts to improve its operation. Further the Company's accounts are NPA and company is cash crunch Company.
2. According to the information and explanations given to us and on the basis of our examination of the records of the company, in our opinion, the company has incurred cash losses during the financial year amounting to Rs. Rs.17589.19 Lacs covered by our audit and Rs. 14815.54 Lacs in the immediately preceding financial year:
Explanation: The business of the company has been adversely affected by the global commodities market. This has resulted in tight liquidity position and affected company's ability to meet its financial obligations. The Company is making efforts to improve its operation.
AUDITORS
M/s B.B. Chaudhry & Co., Chartered Accountant was appointed as the statutory auditors of the Company by the members of the Company through Postal Ballot on 16.03.2022 for a period of five years from 1.04.2020 to 31.03.2026.
SECRETARIAL AUDITOR
The Board has appointed M/s. Saurabh Agarwal & Co., Practicing Company Secretaries, New Delhi to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Auditor Report for the financial year ended March 31, 2023 is annexed herewith to this Report. The board gives the following explanations on the Observations of the Secretarial Audit Report of the Auditor:
1. As per regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and read with provision of section 203 of the companies act 2013 the company has not appointed a qualified company secretary cum compliance officer during the financial year 2022-23. Hence the financial statement was not signed by the company secretary of the company as per provision of section 134 of the companies act, 2013
Explanation: Due to some financials obligations, the company could not appoint full time Company Secretary during the financial year, however currently the company has appointed full time compliance officer cum Company Secretary with effect from 22nd August, 2023.
2. The company has not complied the provision of section 152 of the company pertaining to the combination of executive and non-executive directors in the board of the company.
Explanation: </b>The Board of directors are in process to compile the provision of the section 152 of the companies act, 2013.
3. As per Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has not maintained the structured digital database containing the names of such person or entities as the case may be with whom information is shared.
4. As per Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has not formulated a code of practices and procedures for fair disclosures of unpublished price sensitive information.
5. As per Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, The Board of Directors of the Company has not formulate the code of conduct to regulate, monitor and report trading by its designated persons and immediate relatives of designated persons towards achieving compliance with these regulations.
Explanation: The business of the company has been adversely affected by the global commodities market. This has resulted in tight liquidity position and affected company's ability to meet its financial obligations. The
Company is making efforts to improve its operation. Further the Company's accounts are NPA and company is cash crunch Company.
6. The Company has accumulated losses of Rs. 216118.43 lacs and its net worth has been fully eroded, the company has incurred a net loss during the current year and previous year and, the company's current liabilities exceeded its current assets as at balance sheet date.
Explanation: : The business of the company has been adversely affected by the global commodities market. This has resulted in tight liquidity position and affected company's ability to meet its financial obligations. The Company is making efforts to improve its operation.
7. The Company's bank accounts were declared Non-Performing Assets (NPA) in the years 2014 & year 2015 and no settlement has been made till reporting date. During the year provision for Interest amounting Rs. 17420.00 lacs at the prevailing interest rates have been made in books and total bank borrowings outstanding as at reporting date is RS. 210944.19 lacs.
Explanation: The business of the company has been adversely affected by the global commodities market. This has resulted in tight liquidity position and affected company's ability to meet its financial obligations. The Company is making efforts to improve its operation
8. Non-Current Investments of Rs 882.02 lacs includes investments made in unquoted Equity shares and share application money in its loss-making foreign subsidiary companies. The impact thereof on value of investments is unascertainable.
Explanation: All the investments represents investment in the share of Subsidiary Companies in their Equity share capital and are in the nature of Non-current Investment.
9. Statutory dues which have not been deposited as on March 31, 2023, on account of disputes are given below:
Explanation: Company has presented its case to applicable tax authority for undue demands and hopefully demands may be reversed.
10. According to the information and explanations given to us and on the basis of our examination of the records of the company, in our opinion, the Company has defaulted in repayment of loans or borrowing to a financial institution, bank or Government as given below
Explanation: Company Trading has been adversely affected from 2014-2015. This has resulted in tight liquidity position and affected company's ability to meet its financial obligations. The Company is making efforts to improve its operation. Further the Company's accounts are NPA and company is cash crunch Company
11. Bombay Stock Exchange vide their notice number 20210308-42 dated 08th March, 2021, suspended the trading in the securities of the Companies for non-compliance with the provisions of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. Company is still in default for the said regulation.
Explanation: Company Trading has been adversely affected from 2014-2015 resulted in tight liquidity position and affected company's ability to meet its financial obligations and to pay salary according to market rate . As a result all the senior staff including Company Secretary has left the job, resulting in non-compliances. Meantime Covid pandemic has started and company's effort badly affected to appoint a Company Secretary.
12. Bombay Stock Exchange vide their email dated 11th March, 2021 had frozen the demat accounts of all the entities mentioned in the shareholding pattern of the Company for non-compliance of Regulation 6(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, pertaining to the appointment of qualified Company Secretary. And Company has not paid the fine imposed by BSE. However company has submitted the request letter for the waiver of the fine with BSE.
In addition to above the company has received show cause notice (SCN) in the matter of compulsory delisting of securities from BSE Ltd.
Explanation: As already explained above Company Trading has been adversely affected from 2014-2015 resulted in tight liquidity position and affected company's ability to meet its financial obligations and to pay salary according to market rate . As a result all the senior staff including Company Secretary has left the job, resulting in non-compliances. Meantime Covid pandemic has started and company's effort badly affected to appoint a Company Secretary. Company was not able to pay fine imposed by BSE. Hence requested to BSE for waiver of fine.
Further, the Company has filed application for revocation of suspension of trading of equity shares.
VIGIL MECHANSIM
Pursuant to provisions of Section 177(9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating whistle blower policy in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behaviour, actual or suspected fraud or violation of the code of conduct by way of direct access to the Chairman/Chairman of the Audit Committee.
The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.
The Policy on Vigil Mechanism may be accessed on the Company's website at the link http://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) of the Companies Act, 2013 has been placed on the website of the Company. The web link as required under the Act is as under: http://www. emmsons.com
CORPORATE GOVERNANCE
We believe that it is important for us to manage our business affairs in the most fair and transparent manner with a firm commitment to our values. Your Company is committed to maintain the highest standards of Corporate Governance. A Separate section on Corporate Governance together with a certificate from the Company's Auditors confirming the compliance 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 compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 27 under SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report as required under Regulation 34(2)(e) of SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report.
LISTING OF SECURITIES
The Equity Shares of your Company are listed at Bombay Stock Exchange Limited, Floor 25 Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The scrip code of the Company for the Bombay Stock Exchange Limited is 532038.
The Company is in process to pay the listing fee to the aforesaid Stock Exchange for the financial Year 2022-23.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continues efforts are being put for conservation of energy and minimizing power cost. Keeping in view of the nature 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 with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 information of the employees are provided as an Annexed to this report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexed to this report.
In terms of section 197(14) of the Companies Act, 2013, the Company does not have any Holding Company. The Managing or Whole Time Director does not receive any remuneration or commission from any holding or subsidiary of the Company.
CHANGE OF REGISTERED OFFICE OF THE COMPANY
There is no change in registered office of the company and the Registered Office of your Company is situated at Flat No. 301, Plot No. 12, Zamrudpur, Community Centre, Kailash Colony, and New Delhi – 110048 as on 31st March, 2023.
DIRECTORS' RESPONSINBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, The Board hereby submit its responsibility statement–
a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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 Company and 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 all applicable 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 as Contingent Liabilities in note no. 36(C) of the notes to the financial statements for the year ended 31st March, 2023. There are no significant and material orders passed by the Regulators/ Courts, which would impact the going concern status of the Company and its future operations.
RISK MANAGEMENT
Your Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and undertakes periodical review of the same to ensure that the risks are identified and controlled by means of a properly defined framework. In the Board's view, there are no material risks, which may threaten the existence of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company 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 with requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaint Committees have also been set up to redress complaints received regarding sexual harassment. The Company has received no complaints during the financial year 2022-23.
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following 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 which impact the going concern status and Company's operations in future.
4. Change in nature of Business of Company.
DISCLOSURE REQUIREMENTS
1. Policy for determining material subsidiaries of the Company is available on the website of the Company at weblink: htttp://www.emmsons.com/files/Policy for Determining Material Subsidiary.pdf
2. Policy for Preservation of Documents of the company is available on the website of the Company at weblink: htttp://www.emmsons.com/files/Policy on Preservation of Documents under SEBI Regulations, 2015.pdf
3. Policy for Material Events and Information's of the Company is available on the website of the Company at weblink: htttp://www.emmsons.com/files/Policy on Disclosure of Material Events and Information's under SEBI Regulations, 2015.pdf
4. Policy of Nomination and Remuneration policy is available on the website of the Company at weblink: htttp:// www.emmsons.com/files/Nomination and Remuneration policy.pdf
5. Policy on Terms and conditions for appointment of Independent Directors is available on the website of the Company at weblink: htttp://www.emmsons.com/files/Terms and conditions for appointment of Independent Directors.pdf
6. Policy for Evaluation of the Performance is available on the website of the Company at 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 website of the Company at weblink: htttp://www.emmsons.com/files/Code of Fair Disclosure and Code of Conduct for insiders. pdf
8. Code for Board and Senior Members is available on the website of the Company at weblink: htttp:// www. emmsons.com/files/Code for Board and Senior Members.pdf
DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY
During the year under review, there was no application made and/or no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
During the year review, there was no one time settlement of loan taken from bank and financial institution done by the company.
GREEN INITIATIVE
As in the previous years, this year too, and keeping in view the pandemic of COVID 19, Notice of 30th Annual General Meeting of the Company and Annual Report of the Company for the financial year 2022-23 are sent to all members whose e-mail addresses are registered with the Company/ Depository Participant(s).
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the co-operation extended to the Company by Government, Commercial Banks, Business Associates, Shareholders, Customers and Executives, Officers and staff at all level.
For and on behalf of the Board