Emmbi Industries Ltd Directors Report.

[(Disclosure Under Section 134(3) Of The Companies Act, 2013) {Read With Companies (Accounts) Rules, 2014}]

To,

The Members,

Emmbi Industries Limited

Your Directors have pleasure in presenting the 26th Annual Report of your Company and the Audited Accounts for the year ended 31st March, 2020. Your Company has recorded yet another year of good performance, in its operations. The highlights of the results are set out below:

FINANCIAL RESULTS (INR MILLION)

Particulars Year ended on 31 March 2020 Year ended on 31 March 2019
Gross Sales 3331.40 3148.45
Less: Goods & Service Tax (292.07) (258.37)
Net Sales 3039.34 2890.08
Other income 1.61 1.37
Total revenue 3040.95 2891.45
Profit before Depreciation, Finance Cost, Exceptional item & Tax 375.80 411.22
Less: Depreciation 69.73 62.60
Profit before Finance Cost, Exceptional item & Tax 306.06 348.62
Less: Finance Costs 119.42 109.58
Profit before Exceptional Items & Tax 186.64 239.04
Add: Exceptional Items 0.00 0.00
Profit before tax 186.64 239.04
Less: Tax expenses 40.37 61.14
Profit after Tax 146.27 177.90
Opening Balance of retained earnings 700.07 532.82
Profit available for appropriation 0.00 0.00
Balance available for appropriation 700.07 532.82
Adjustment relating to fixed assets 0.00 0.00
Adjustments with other Equity (1.51) 0.02
Less: Proposed Dividend / Paid (8.85) (8.85)
Less: Distribution tax on Dividend (1.82) (1.82)
Closing Balance of retained earnings 834.17 700.07

OPERATIONS

During the year under review, your Company has achieved Revenue from Operations and the Income aggregating to Rs. 3,039.34 million as against Rs. 2,890.08 million during the previous year, registering an increase of about 5.16 % over the previous year Profit after providing for taxes is Rs. 146.27 million as against Rs. 177.90 million during the previous year.

There is no change in the nature of business of the Company. DIVIDEND

Your Directors are pleased to recommend a dividend of Re. 0.40 per equity share of the face value of Rs. 10/- each for the year ended on 31st March, 2020 (Re. 0.50 per share for the previous year) subject to the Members approval. Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

EXPORTS

Values of Exports during the year under review were Rs. 1,439.38 million as against Rs. 1,469.88 million. Exports in the current financial year contributed to 43.21% in the gross sales. Company has expanded its presence in 57 countries which has resulted healthy growth in the territory of operation.

HUMAN RESOURCE DEVELOPMENT

Companies management team is focused on creating the best environment for the enthusiastic and dedicated workforce of Emmbi Many New Programs and Work patterns were introduced during the quarter to enhance the "experience of work " of the employees For Example, a "Suvidha Work from Home" policy was introduced for the Women workforce which will offer them a privilege work From home situation on the difficult days of mensuration cycle. This will help the to take care of their work from the comfort of their Home.

We continue to align the skill sets and capabilities of our current workforce, and the talent available in the market with the organizations ongoing and future business plans, to maximize return on investment and secure continual success. We also emphasize this through the blue colour in the companys logo, as it reflects the loyalty and trust that we bring to our blue collared workforce.

Our continued self-development initiatives include relevant training programmes and seminars, that addresses the needs of the workforce as well as the senior management.

The Kalyani Brigade- Example of Resilience and Innovation

What started as a seemingly small viral health issue quickly became a pandemic that challenged systems we had taken for granted for a long time. Migrant workers from across the country moved home to be closer to their families - of course this is understandable, but it also meant that we were extremely short on the manpower that we are dependent on for efficient production. To aid this, our production team created the Kalyani Brigade - a group of local women, who would be trained as tailors so that we could deliver our material on time to customers across India, and the world.

Since Garden Waste Bags are easy to make, this was the first assignment given to them. Although they started off slow, under the leadership of the Varna team they were able to reach 100% efficiency for Garden Waste Bags within one month. They are now moving on to bags that are tougher to create.

The Kalyani Brigade is a perfect example of resilience and innovation - that we can get through the toughest times if we think outside the box and implement our quirky ideas.

A special congratulations to the team at our Vama Unit for this incredible story of success during these tough times!

Operation Dronacharya

In order to Keep the Talent Pool of Workers intact we have started a Special Skill Upgradation Program Named "Operation Dronacharya" under this we have already enrolled more than 150 individuals, of which after training more than 50 are transferred to Main Manufacturing Lines. Operation Dronacharya will continue to run till the entire need of Skilled manpower is taken care of.

QUALITY INITIATIVES

Man-Machine interphase will only produce the accuracy and skill required for being a successful company in the coming years. Specially Manufacturing sector is changing its shape using modern technology tools like loT (Internet of things) and ML (Machine Learning). The whole new concept of industry 4.0 will be practiced and implemented in Emmbi during coming years of operation.

This will also augment the project of Lean manufacturing which was adopted during past few years to control and make best use of the Human Capital. We are successfully practicing the same and the result can be seen in the in the increase of defect free production in year after year. The efforts of Lean Enterprise Management have led to higher productivity and increased profitability.

The above initiatives and our continuous adherence to strict quality standards has created tangible as well as intangible benefits to strengthen brand Emmbi.

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 THE REPORT

GLOBAL PANDEMIC - COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity.

COVID-19 is significantly impacting business operation of the companies, by way of interruption in production, supply chain disruption, unavailability of personnel, closure / lockdown of production facilities etc. On March 24, 2020, the Government of India ordered a nationwide lockdown for 21 days which further got extended till May 3, 2020 to prevent community spread of COVID-19 in India resulting in significant reduction in economic activities.

Covid-19 has impacted the business operations of the company by way of interruption in production activities, supply chain and availability of manpower. There were some major impact of Covid-19 as under following:

A) Steps taken by Emmbi to combat the COVID-19 & mitigate the problems.

We have broken the problem into Four Major Steps which will cover all the aspects connected to Capital and Financial resources, Profitability, Liquidity, Ability to service debt.

1) Supply Side Management: We have ensured that for all the critical and non-critical items minimum 3 suppliers are maintained and a special focus is given in ensuring geographic separation to all supply sources. This will spread the Risk of common failure from all the suppliers at the same time. We are also maintaining slightly higher stock than our normal inventory level to avoid any stock out condition.

Kindly note that Emmbi continues its policy of non-speculative operations & we always do the procurement of inputs on the receipt of confirmed sales order.

2) Demand Side Management: In order to maintain and create new demand we have started various Short Term and Long Term, Marketing and Sales initiatives, Like reaching out to every customer and explaining them about the various products of Emmbi which they are not presently using.

We have started the training of the Sales team of the distributor using the video conferencing in order to create better demand of our products.

3) Manufacturing Side Management: In the present time availability of the Rightly Skilled Employees in one of the largest challenges.

Presently all other parameters of the Manufacturing are under control.

4) Liquidity Management: Company is in a very stable financial condition. In the present situation two of our banking partners have approved emergency COVID funding.

The Company was remarkably successful in maintaining its Debtor realization. There have been no delays in the realization from the exports. Also note that entire Export debts are insured by party wise insurance by ECGC. Domestic Debtors are reflecting delay in paying as many of our buyer companies are situated in the Red Zones and the work pattern in sluggish.

In order to fight the Challenges created by Covid-19 the Company have taken all the above mentioned steps.

Other financial arrangements, assets, internal financial reporting and control, supply chain, demand for Companys products/services:

1. None of the assets of the Company have been impacted or impaired due to COVID-19.

2. The Company has efficient systems in place for Internal Financial reporting and control. Even during the period of lockdown with work from home, all reporting systems worked seamlessly without any disruption.

3. The supply chain was the cause for concern during the initial lockdown period, however, gradually this issue has been sorted out. Going forward the company is confident of coming back to normal shortly.

4. The Companys export order book remains robust and demand for the Companys products has not slackened leading us to believe that the company is far better placed to serve its global customers.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and 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 as at March 31, 2020 and of the profit of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors, further state that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by rotation

In accordance with the provisions of the Companies Act, 2013, Mrs. Rinku M. Appalwar (DIN 00171976), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers herself for re-appointment.

Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No. Name of the Person Designation
1 Mr. Makrand Appalwar Chairman & Managing Director
2 Mrs. Rinku Appalwar Chief Financial Officer
3 Mr. Kaushal Patvi Company Secretary

There has been no change in the KMPs during the year under review.

There has been no change in the constitution of Board of Directors of the Company during the financial year 2019-2020.

Re-Appointment of Mr. Makrand M. Appalwar as the Chairman and Managing Director of the Company

The Board of Directors of the Company, at its meeting held on 12th February, 2020 has, subject to the approval of members, re-appointed Mr. Makrand M. Appalwar (DIN 00171950) as the Chairman and Managing Director of the Company for a period of five years with effect from March 31, 2020 on the terms and conditions at an existing remuneration as recommended by the Nomination and Remuneration Committee of the Board and approved by the Board.

It is proposed to seek members approval for the re-appointment of Mr. Makrand M. Appalwar (DIN 00171950) as the Chairman and Managing Director of the Company, in terms of the applicable provisions of the Act.

Re-Appointment of Mrs. Rinku M. Appalw ar as the CFO & Executive Director-Finance Director of the Company

The Board of Directors of the Company, at its meeting held on 12th February, 2020 has, subject to the approval of members, re-appointed Mrs. Rinku M. Appalwar (DIN 00171976) as the CFO & Executive Director-Finance Director of the Company for a period of five years with effect from March 31, 2020 on the terms and conditions at an existing remuneration as recommended by the Nomination and Remuneration Committee of the Board and approved by the Board.

It is proposed to seek members approval for the re-appointment of Mrs. Rinku M. Appalwar (DIN 00171976) as the CFO & Executive Director-Finance of the Company, in terms of the applicable provisions of the Act.

Re-Appointment of Independent Directors for a Second Term

The Nomination and Remuneration Committee, on the basis of performance evaluation of Independent Directors and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by Mr. Prashant K. Lohiya and Dr. Venkatesh G. Joshi during their tenure, has recommended to the Board that continued association of Mr. Prashant K. Lohiya and Dr. Venkatesh G. Joshi as Independent Directors would be beneficial to the Company. Based on the above and the performance evaluation of Independent Directors, the Board recommends re-appointment of:

(i) Mr. Prashant K. Lohiya for a further period five consecutive years commencing from 31st March, 2020 to 30th March, 2025 and

(ii) Dr. Venkatesh G. Joshi for a further period of five consecutive years commencing from 31st March, 2020 to 30th March, 2025

to hold office as Independent Directors of the Company, not liable to retire by rotation on the Board of the Company.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (IICA). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 1 (one) year from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. The Independent Directors will be undertaking the said test in due course.

PERFORMANCE EVALUATION

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. Pursuant to the provisions of the Companies Act,

2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The performance evaluation of the non- executive directors is done by the Board annually. The performance evaluation of the Chairman & Managing Director, Chief Financial Officer and the Executive Director is carried out by the Independent Directors annually. The Board of Directors expressed their satisfaction with the entire evaluation procedure.

FAMILIARISATION PROGRAMME FOR DIRECTORS

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarise the new Non-Executive Directors on matters related to the Companys values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies, etc.

Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails etc.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has a Strategic Joint Venture with Global Bag sro, Czech Republican Company. The Company has with 25% investment in Global Bag sro. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by your Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companys Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. Whistle Blower Policy of your Company is available on the Companys website and can be accessed at the Web-link: www.emmbi.com.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has a detailed policy in place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees (ICC) have been set up to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company policy mandates prevention of sexual harassment and to ensure a free and fair enquiry process with clear timelines for resolution.

DEPOSITS FROM PUBLIC

During the financial year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from Public was outstanding as on the date of the Balance Sheet.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan, guarantees or made any investments as prescribed in Section 186 of the Companies Act, 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length 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 the policy of the Company on materiality of related party transactions.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Companys website at: www.emmbi.com.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has focused on several corporate social responsibility programmes. The Company continued its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of, Rural Transformation; Health; Sanitation & Hygiene; Education; Sports for Development; Disaster Response; Arts, Culture, Heritage, etc.

CSR POLICY

The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the Company. The CSR Policy can be accessed at the Companys website through the Web-link: www.emmbi.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

1. CONSERVATION OF ENERGY:

a. The Company is making continuous efforts on ongoing basis for energy conservation by adopting innovative measures to reduce wastage and optimise consumption. Energy continues to be a material aspect from climate change as well as operational perspective. Emmbis commitment to decouple energy and carbon footprint from business growth reflects in the reduction in specific consumption that Emmbi has achieved.

b. Steps are taken to institutionalized process of identifying and understanding increase and decrease in energy use by monitoring energy consumption trends to determine future energy use when planning future changes in the business and diagnose specific areas of wasted energy.

c. Significant reductions in energy consumption and cost of production of goods have been observed by the implementation of above referred measures.

d. Implementation of referred measures have resulted in increased facility reliability as well as improved equipment performance.

2. TECHNOLOGY ABSORPTION:

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its products. The Companys operations do not require significant import of technology.

(A) Research and Development:

The Silvassa unit of the company located at —99/2/1&9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U. T. of Dadra & Nagar Haveli Silvassa 396 230 is accorded In-house R&D recognition up to 31/03/2021 from Department of Scientific And Industrial Research, Ministry of Science & Technology, Government of India, New Delhi.

In pursuit of R & D endeavors the company is regularly incurring expenditure on R & D on the following activities

- Design and Development of New Products;

- Continuous improvement of existing products for enhanced durability and performance;

- Product optimization using advanced technology;

- Testing and adaptation of New Materials ;

- New processes, up gradation & production process improvement of existing processes;

- Redesigning of the manual processes in to Automation;

- Environment compliance by products and processes.

(B) Benefits:

Benefits derived as a result of R & D: It has resulted in the improvement of quality of the products and reduced operation cost. Up gradation of products to the new requirements has been possible because of R & D done in the Company on a continuous basis. This has resulted into enhanced customer satisfaction, new business opportunities, reduced costs, higher quality and adapting the latest technologies.

(C) Future Plan of action:

Future R&D efforts will continue along similar lines, as at present, but with more focus, thrust and endeavors.

(D) Expenditure on R&D:

The expenditure on R&D activities incurred during the year is given hereunder:

Particulars (Rs. In Millions)
Capital Expenditure 1.97
Revenue Expenditure 30.53
Total R&D Expenditure 32.51
Total Turnover (Net Sales) 3,039.34
Total R&D Expenditure as a percentage of Total turnover 1.07

3. Foreign exchange earnings and Outgo:

The Company has continued to maintain focus and avail of export opportunities based on economic considerations. During the year the Company has exports (FOB value) worth Rs. 1,393.57 millions.

(Rs. In Millions)

Particulars 2019-20 2018-19
Foreign Exchange Earnings 1,393.57 1,377.55
Foreign Exchange Outgo 30.10 40.02

RISK MANAGEMENT POLICY

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. The Company has a robust organisational structure for managing and reporting on risks. A statement including development and implementation of a risk management policy for the Company is attached and forms a part of the Boards Report as Annexure 2.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals or Statutory or Quasi-Judicial body which impact the going concern status and Companys operations in future.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any to the Investor Education and Protection Fund (the IEPF), a fund established under sub-section (1) of section 125 of the Act. The details of unclaimed/unpaid dividend are available on the website of the Company viz. www.emmbi.com.

Accordingly, an amount of Rs. 64,833.30/- being unclaimed / unpaid dividend for FY 11-12 and which remained unpaid and unclaimed for a period of 7 years has been transferred by the Company to the IEPF.

Further, the unclaimed / unpaid dividend amount pertaining to the FY 12-13 will be transferred to IEPF during FY 20-21.

MANDATORY TRANSFER OF SHARES TO DEMAT ACCOUNT OF INVESTORS EDUCATION AND PROTECTION FUND AUTHORITY (IEPFA) IN CASE OF UNPAID/ UNCLAIMED DIVIDEND ON SHARES FOR A CONSECUTIVE PERIOD OF SEVEN YEARS

In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following the procedure prescribed under the aforesaid rules.

The Company has sent out individual communication to the concerned Members whose shares are liable to be transferred to IEPFA to take immediate action in the matter. As required under the IEPF Rules, the Company has also published a Notice informing the Members who have not claimed their dividend for a period of 7 years to claim the same from the Company before they are transferred to IEPFA.

Accordingly, the Company has transferred 4,426 shares to IEPF according to the General Circular No.12/2017 for which dividend is unpaid/unclaimed for a period of 7 years.

Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company.

Members whose unclaimed dividends/shares are/will be transferred to the IEPF Authority can claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 by following the refund procedure as detailed on the website of IEPF Authorityhttp://www.iepf.gov.in/IEPF/refund.html.

STATUTORY AUDITOR

R. Daliya & Associates, Chartered Accountants (Firm Registration No. 102060W), statutory auditor of the Company were appointed for a period of five years at the 23rd Annual General Meeting as Statutory Auditors till the conclusion of 28th Annual General Meeting subject to ratification at every Annual General Meeting and as per Notification issued by MCA the Company need not place the resolution for ratification at the AGM and hence no resolution is placed before the AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sanjay R. Dholakia, Practising Company Secretary, to conduct Secretarial Audit for the FY 2019-20. The Secretarial Audit Report for the financial year ended 31st March, 2020 is attached and forms part of the Board Report as Annexure 3.

OBSERVATIONS - STATUTORY AUDITOR & SECRETARIAL AUDITOR

There are no qualifications, reservations, observations, disclaimers or adverse remarks contained in the Auditors Report or the Secretarial Audit Report. REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration)

Rules, 2014, an extract of the Annual Return as on 31st March, 2020 in Form No. MGT-9 is attached as Annexure 1.

BOARD MEETINGS

During the year under review, Four (4) Board Meetings were convened and held. Detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance, which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the listing regulations.

AUDIT COMMITTEE

The Board has constituted the Audit Committee as under:-

Mr. Prashant Lohiya, Independent Director as Chairman Dr. Venkatesh Joshi, Independent Director, as a member Mr. Rama Krishnan, Independent Director, as a member Mrs. Rinku Appalwar, Executive Director as a member

The Terms of reference of the Audit Committee, number and dates of meetings held, attendance of the members of the Committee and more details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

All the recommendations of the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee as under:-

Mr. Prashant Lohiya, Independent Director as Chairman Dr. Venkatesh Joshi, Independent Director as a member Mr. Rama Krishnan, Independent Director as a member

The Terms of reference of the Nomination and Remuneration Committee, number and dates of meetings held, attendance of the members of the Committee and more details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has defined the policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director. The nomination & remuneration policy adopted by the Company has been posted on the Companys website www.emmbi.com.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted the Stakeholders Relationship Committee as under:-

Mr. Prashant Lohiya, Independent Director as Chairman Dr. Venkatesh Joshi, Independent Director as a member Mr. Rama Krishnan, Independent Director as a member Mrs. Rinku Appalwar, Executive Director as a member.

The Terms of reference of the Stakeholders Relationship Committee, number and dates of meetings held, attendance of the members of the Committee and more details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has constituted the Corporate Social Responsibility Committee as under:-

Dr. Venkatesh Joshi, Independent Director as Chairman Mr. Rama Krishnan, Independent Director as a member Mr. Prashant Lohiya, Independent Director as a member Mrs. Rinku Appalwar, Executive Director as a member.

The Corporate Social Responsibility Policy is available on the Companys website www.emmbi.com. The Terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, and attendance of the members of the Committee are given separately in the attached

Corporate Governance Report. Details of amount spent on CSR activities during the financial year 2019-20 is attached and forms part of the Board Report as Annexure 4. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended March 31, 2020 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available electronically for inspection by the members during the AGM and will also be available for inspection without any fee by the members from the date of circulation of this notice upto the date of AGM. Members seeking to inspect such documents can send an email to info@emmbi.com

The Company doesnt have any employee within the purview of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no such details to be provided.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the investors, customers, distributors, dealers, suppliers, stock exchanges, banks, financial institutions, Export Promotion Councils, Trade Bodies, Regulators such as SEBI, BSE, NSE, ROC, RBI, etc, Central and State Government authorities, other Semi Government & local authorities, Administration of Union Territory of Dadra & Nagar Haveli and business associates at all levels during the year under review.

The Board of Directors also wish to place on record their deep appreciation for the committed services and excellent work done by the employees of the Emmbi family at all levels during the year.

For and on behalf of the Board of Directors
Place: Silvassa Makrand Appalwar
Date: 18th June, 2020 Chairman & Managing Director
DIN:00171950