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EQUITY - MARKET SCREENER

Emmsons International Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
532038
INE073C01015
-1582.6476667
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
2.64
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: May 18, 2022 09:59 PM

Dear Members,

Emmsons International Limited

Your Directors have pleasure in presenting this 28th Annual Report on the business and operations of the Company together with Audited Financial Statement for the financial year ended March 31, 2021.

FINANCIAL HIGHLIGHTS

Standalone (Rs. in Lacs) Consolidated (Rs. in Lacs)
Financial Year Financial Year Financial Year Financial Year
2020-21 2019-20 2020-21 2019-20
Revenue From Operations - - - -
Other Income 0.26 0.84 0.26 0.84
Total Income 0.26 0.84 0.26 0.84
Expenses:
Employee Benefit Expenses 19.91 51.83 19.91 51.83
Finance Cost 14762.71 14787.48 14762.71 14787.48
Depreciation and Amortization expenses 22.06 48.59 22.06 48.59
Other Expenses 29.04 632.98 29.04 632.98
Total Expenses 14833.71 15520.88 14833.71 15520.88
Profit/(Loss) before exceptional items and tax (14833.45) (15520.03) (14833.45) (15520.03)
Exceptional Items - - - -
Profit/(Loss) before tax (14833.45) (15520.03) (14833.45) (15520.03)
Tax Expenses - -
Profit/(Loss) after tax (14833.45) (15520.03) (14833.45) (15520.03)
Other Comprehensive Income 8.06 (9.58) 8.06 (9.58)
(OCI)
Total comprehensive income for the year (14825.39) (15529.62) (14825.39) (15529.62)
Earnings Per Share Basic & Diluted (123.65) (129.38) (123.65) (129.38)

COVID-19:

In the last month of FY 2020, the COVID 19 pandemic developed rapidly into a global crisis, forcing government to enforce lock downs of all economic activities. For the Company the focus immediately shifted to ensuring the health and well being of all employees.

DIVIDEND:

Company has suffered huge losses during the year; hence Board has not recommended any dividend for the year ended 2020-21.

FINANCIAL AND OPERATIONAL PERFORMANCE

During the financial year 2020-21, the Company has on a standalone basis, registered total revenues of Rs. 0.26 Lacs as compared to Rs. 0.84 Lacs in the previous year, reflecting 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).

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. 2020-21 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 was also affected adversely. The Company has not made any financial transactions during the F.Y. 2020-21 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

Six 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 Mr. Bhalendra Pal Singh was appointed as Chief Financial Officer of the Company. During the year Mr. Prashant Pratap Singh was appointed as the Company Secretary of the Company.

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, 2021:

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 Prashant Pratap Singh Company Secretary

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 32 and 34(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 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 form part of this report as, Annexure 1.

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 able to the Company. However for the composition of the Corporate Social 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

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 Chaudhary & Co Statutory Auditors of the Company have submitted Auditors' Report on the accounts of the Company for the accounting year ended 31st March, 2021. The Auditors' Report is self-explanatory and requires no comment. However, the Board gives 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 Tax Authorities. The company has filed appeals against the demands, which are pending before concern authorities. The company is confident of succeeding in the appeals. Further, the Board gives the following explanations to the para (viii) in the Annexure A to the Auditors' Report to the member: 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 A N S K & Associates (Formerly known as M/s Akhil Mittal & Co.) , Chartered Accountants, (ICAI Firm Registration No. 026177N) was resigned as the statutory auditor of the Company w.e.f. 9th September, 2020 during the year. Accordingly 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 to fill the casual vacancy caused 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 being proposed in the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed M/s. Saurabh Agarwal & Co., Practicing Company Secretaries, New Delhi to conduct Secretarial Audit for the financial year 2020-21. The Secretarial Auditor Report for the financial year ended March 31, 2021 is annexed herewith marked as Annexure-3 to this Report. The board gives the following explanations on the Observations of the Secretarial Audit Report of the Auditor:

1. The Company is generally regular in depositing undisputed statutory dues of Provident 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 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.

4. The company has duly submitted the quarterly as well as standalone financial results with the stock exchange under regulation 33 of SEBI(LODR). Due to non consolidation of accounts of its overseas subsidiaries attributable to unavoidable reasons, the company has made delayed in submission of consolidated financial results with the stock exchange under regulation 33 of SEBI(LODR).

5. Since the accounts of the company has not been consolidated with its overseas subsidiaries with due time, due to unavoidable reasons, the company has not filed Annual Performance Report with Reserve Bank of India under the provisions of Foreign Exchange Management Act, 1999(FEMA).

Rest of the points mentioned in the Secretarial Audit Report are self explanatory.

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 behavior, 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 as Annexure-5 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 has duly paid the listing fee to the aforesaid Stock Exchange for the financial 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 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: -

Rs. In Lacs
Foreign Exchange Earning: Nil
Foreign Exchange Outgo: NIL

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 Annexure-A.

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 Annexure-A. 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

The Registered Office of your Company is situated at Flat No. 301, Plot No. 12, Zamrudpur, Community Centre, Kailash Colony, New Delhi – 110048 as on 31st March, 2021.

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. 37 of the notes to the financial statements for the year ended 31st March, 2019. 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 2020-21.

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

GREEN INITIATIVE

As in the previous years, this year too, and keeping in view the pandemic of COVID 19 Notice of 28th Annual General Meeting of the Company and Annual Report of the Company for the financial year 2020-21 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

Sd/- Sd/-
(ANIL KUMAR MONGA) (RAJESH MONGA)
Dated: 02.02.2022 Managing Director Whole Time Director
Place: New Delhi (DIN:00249410) (DIN: 00249642)