Emmessar Biotech & Nutrition Ltd Directors Report.

Your Directors present their 28th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2020.

Financial Results: (Rs. inLacs) (Rs. inLacs)
2019-2020 2018-2019
Profit / (Loss) before Interest, Depreciation and Tax: 79.53 37.24
Depreciation: 5.77 7.86
Provision for Current Tax (MAT) 16.00 6.00
Deferred Tax (2.05) (1.91)
MAT Credit Available (15.66) (28.00)
Excess / (Short) Provision of earlier year 0.10 0.00
Profit / (Loss) after tax 75.37 53.29
Other Comprehensive income 0.05 0.95
Total Comprehensive income 75.42 52.33

Operations, Managements discussions and analysis:

As the arrangement so far made had not yielded the desire results, the Company is negotiating with several digital marketingexperts for creating a suitable and effective marketing for all our products. This process could be arduous and time consuming aswe are aiming at high level of success in the new attempt.

Dividends:

As the Company has accumulated losses, no dividend is recommended.

Change in nature of business, if any:

There has been no change in the nature of business of the Company during the year under review.

Amounts transferred to Reserves:

No amount is transferred to reserves.

Deposits:

The Company has not accepted any deposits from the public during the year under review.

Share Capital:

The company has not issued shares with voting rights and / or differential voting rights nor granted stock options nor sweat equity during the year under review.

Material Changes affecting the Financial Position of the Company:

There have been no material changes / events occurring after balance sheet date till the date of the report to be stated.

Directors and Key Managerial Personnel:

(A) Independent Directors:

The Company as on March 31, 2020 has two Independent Directors on Board:

1. Mr. Ashok M. Kadakia

2. Mr. Vijay K. Agarwal

All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under section 149 of the Companies Act, 2013.

The Company has received declarations with respect to independence from all the Independent Directors of the Company. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

(B) Cessation of Directors:

There was no cessation of Directors during the year under review.

(C) Appointment of Directors:

During the year under review, the following appointments were made

The Board of Directors at their meeting held on May 22, 2019 appointed Mr. Ashok Manilal Kadakia and Mr. Vijaykumar R. Agarwal as Independent Directors of the Company w.e.f. September 27, 2019 for a term of five years. Their appointment as Independent Directors for a period of Five years which was duly approved by the shareholders at the Annual General Meeting held on September 27, 2019

(D) Retire by Rotation:

Dr. (Mrs.) Sarada S. Raghavan retires by rotation at the ensuing Annual General Meeting. She, being eligible, has offered himself for re-appointment as the Director of the Company.

(E) Key Managerial Personnel:

Mr. Jeyavel Balaiah Nadar continues to act as Chief Financial Officer of the Company.

The Company is in the process of appointing a qualified company secretary

(F) Board Evaluation:

Pursuant to the provisions of the Companys Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and the Clause 49 of the listing Agreement that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

The performance evaluation of the independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process

Number of Meetings of the Board:

During the Financial Year 2019-2020, four meetings of the Board of Directors were held on 22nd May, 2019, 5th July, 2019, 1st November, 2019 and 7th February, 2020.

Particulars of Loans, Guarantees or Investments by Company:

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to Financial Statements.

Whistle Blower Policy:

The Company has a whistle blower policy to report genuine concerns or grievances.

Remuneration and Nomination Policy:

The Company has formulated the Nomination & Remuneration policy for its directors, key managerial personnel and other employees keeping in view the followings

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals:

This policy also lays down criteria for selection and appointment of Board Members.

Vigil Mechanism:

Company established a vigil mechanism pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement for their directors and employees to report their genuine concerns or grievances.

Risk Management Policy:

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

Related Party Transactions:

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions are placed before the Audit Committee.

Significant and Material Orders passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

(i) That in the preparation of the Annual Accounts for the year ended March 31, 2020, the applicable accounting standards have 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 31st March, 2020 and of the profit / loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care 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;

(iv) The annual accounts have been prepared on a going concern basis;

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate Social Responsibility (CSR):

The company is not covered under the Companies (Corporate Social Responsibility) Rules 2013.

Internal Control System and Adequacy:

The Company has a proper and adequate internal control system to ensure that its assets are safeguarded and protected against unauthorized use and disposition and all the transactions are properly recorded and reported. The company also has a system of management reviews to ensure compliance with the prescribed procedures and authority levels.

Statutory Auditors and Explanation to Auditors Remarks:

M/s. V. Sankar Aiyar & Co, Chartered Accountants, who are Statutory Auditor of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company as required under the provision of section 139 of Companies Act, 2013. The Audit Report does not contain any qualification / adverse remark.

Cost Audit:

Audit of Cost Records is not applicable to the Company for year 2019-2020 as per Section 148 and relevant rules issued under the said Section.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Mr. Mohd. Akram, a Company Secretary in Practice (Mem. ACS No. 22589, C.O.P. No. 9411) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - A and forms an integral part of this Report.

In regards to the qualification mentioned on Secretarial Audit Report, the Company has been in the process of appointing a Company Secretary as the Company is not getting candidates in view of small size of business operations of the Company.

Particulars of Employees:

The Company does not have any employee whose particulars are required to be given pursuant to Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

Details of Subsidiary, Joint Venture or Associates:

There is no subsidiary, Joint Venture or Associate Company.

Disclosures under sexual harassment of Women at workplace (Prevention, Prohibition &Redressal) Act, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy.

There are no cases filed under the above Act and hence no comments required on disposal of the cases under the same.

Statement Pursuant to Listing Agreements:

The Companys shares are listed with the BSE Ltd. Your Company has paid the annual listing fees up to date.

Extract of Annual Returns:

The provisions of section 134 of Companies Act, 2013 were amended vide Companies Amendment Act, 2017 and the said amendment was brought in force w.e.f. 31st July 2018. Accordingly, the requirement of attaching the extract of Annual Return, in format MGT -9 with the Directors Report has been dispensed off and the same needs to be posted on the Companys website, if any, and a link is to be given in the Directors Report. Accordingly extract of Annual Return is placed on the website of the Company.

Conservation of Energy and Technology Absorption:

As the Companys own factory has not been in operation, no special energy saving measures is required and hence no report on technology absorption is required.

Foreign Exchange Earnings and Outgo:
Earnings Rs. 39,91,337/-
Outgo Rs. NIL

Corporate Governance:

The paid-up capital of the Company is less than Rs. 10 Crores and the Net-worth of the Company is less than 25 Crores as on the last day of the previous financial year.

Pursuant to regulation 15(2) of SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V SHALL NOT apply, in respect of those listed entities whose paid up equity share capital does not exceed rupees ten crore and net worth does not exceed rupees twenty five crore, as on the last day of the previous financial year.

Accordingly your company is exempt from attaching Corporate Governance report.

Acknowledgements:

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the Shareholders, Employees and its Bankers during the year under review.

By the order of the Board
For Emmessar Biotech & Nutrition Limited
Place: Mumbai MSR Ayyangar
Date: 30.06.2020 Managing Director