Emmessar Biotech & Nutrition Ltd Directors Report

Dear Members,

Your Directors have immense pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

Financial Results:	(Rs. in Lacs) 2023-2024	(Rs.in Lacs) 2022-2023
Turnover:	254.73	276.99
Expenses:	163.71	170.94
Profit / (Loss) before Interest, Depreciation and Tax:	91.02	106.05
Depreciation:	9.76	9.36
Provision for Current Tax (MAT)	(24.76)	(14.91)
Deferred Tax	(1.87)	(21.18)
MAT Credit Available	--	(13.77)
Excess / (Short) Provision of earlier year	20.33	3.55
Profit / (Loss) after tax	74.96	50.38
Other Comprehensive income	(1.17)	(0.82)
Total Comprehensive income	73.79	49.56
Brought Forward Profit/ Loss	166.85	117.29
Account Balance
Carried Forward Profit/ Loss	240.64	166.85
Account Balance

OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the year under review, the Companys total income was Rs. 254.73 Lakhs against the Previous Year of Rs. 276.99 Lakhs. The net profit after tax was Rs. 74.96 Lakh against the Previous Year of Rs. 50.38 Lakh.

DIVIDEND:

To conserve resources your Directors do not recommend Dividend.

DEPOSITS:

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

EXTRACT OF ANNUAL RETURN:

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. Further, the provisions of section 92(3) were Substituted by the Companies (Amendment) Act, 2017 Effective from 28th August 2020. Accordingly, the requirement of attaching the extract of Annual Return, in format MGT-9 with the Directors Report has been dispensed off. However, the Annual Return will be placed on Website of the Company at https://www.ebnl.org/dp/41/shareholders-information

TRANSFER TO GENERAL RESERVES:

The Company doesnt propose to transfer any amount to be transferred to General Reserves.

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.

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.

INDUCTION OF STRATEGIC AND FINANCIAL PARTNERS DURING THE YEAR:

During the year under review, your Company did not induct any Strategic and Financial Partner.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(A) INDEPENDENT DIRECTORS:

The Company, as on March 31, 2024 has Four Independent Directors on Board as follows:

1. Mr. Anatharama Sethumani Subramanian

2. Mr. Dinesh Kumar Deora

3. Mr. Milind Sitaram Desai

4. Mr. Veeraraghavan Ranganathan

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 Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

A separate meeting of the Independent Director was convened on March 20, 2024, which reviewed the performance of the Board, the Non-Independent Directors and the Chairman.

(B) CESSATION OF DIRECTORS:

With profound sorrow, we announce the passing of our esteemed Independent Director and Chairman of the Board, Mr. Ashok Kadakia, who left us on June 02, 2023. Mr. Kadakia was an exemplary leader, whose dedication, vision and guidance significantly shaped the direction and success of our Company.

His contributions to our organization were immeasurable and his loss is deeply felt by all of us. The Board of Directors, along with the entire Company, extends our heartfelt condolences to his family and loved ones during this challenging time.

In his honor, we acknowledge his invaluable service and the lasting impact he made on our Company. May his soul rest in peace.

(C) APPOINTMENT OF DIRECTORS:

Mr. Dinesh Kumar Deora, appointed as Independent Director- Additional, on March 20, 2024 and Mr. Veeraraghavan Ranganathan appointed

as Independent Director- Additional, on October 27, 2023 during the year under review.

(D) RETIRE BY ROTATION:

Dr. (Mrs.) Sarada Raghavan Srinivasa and Mrs. Rajalakshmi Srinivasa Raghavan, retires by rotation at the ensuing Annual General Meeting.

They, being eligible, have offered themselves for re-appointment as the Director(s) of the Company.

(E) KEY MANAGERIAL PERSONNEL:

Mr. Srinivasa Raghavan Mathurakavi Ayyangar continues to act as Managing Director of the Company.

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

Mrs. Priyanka Omprakash Sharma continues to act as Company Secretary and Compliance Officer of the Company.

(F) PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, its committees and that of its individual Directors. The evaluation was done based on set questionnaires which were given to them at the time of evaluation.

(G) CODE OF CONDUCT:

The Directors and senior management personnel has Complied with the Code of Conduct of the Company.

(H) REMUNERATION AND NOMINATION POLICY:

The Nomination and Remuneration Committee of the Board formulated a Policy relating to the remuneration of Directors, Key Managerial

Personnel and other Employees which, inter alia, prescribes the criteria for determining qualifications, positive attributes and independence of

Directors. The Policy is available on the web site of the Company and the link for the same is provided below: https://www.ebnl.org/dp/41/shareholders-information

(I) MEETINGS OF THE BOARD AND COMMITTEES THEREOF:

During the year under review, the Board of Directors met 6 times, Audit committee met 5 times and Nomination & Remuneration committee met twice. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further As per para 2.2 of Secretarial Standard-1 issued by Institute of Company Secretaries of India, the Board has set the minimum number and frequency of Committee meetings. The details of the dates of the meeting and attendance of the Directors are given below:

i. Meetings of the Board and Attendance thereof :

Sr. No. Name of the Director	Date and Attendance of the Board Meetings
	20.05.2023	10.08.2023	27.10.2023	09.12.2023	03.02.2024	20.03.2024
1. Mr. Ashok M. Kadakia* (Ex-Chairman and Independent Director)	X	NA	NA	NA	NA	NA
2. Mr. Srinivasa Raghavan Mathurakavi Ayyangar (Chairman & Managing Director)	?	?	?	?	?	?
3. Jeyavel Balaiah Nadar (Executive Director & CFO)	?	?	?	?	?	?
4. Mrs. Rajalakshmi Srinivasa Raghavan (Non- Executive Director)	?	?	X	?	?	N
5. Dr. Sarada Srinivasa Raghavan (Director)	?	?	?	?	?	?
6. Dr. Anuradha Srinivasa Raghavan (Independent Director)	?	X	X	?	X	?
7. Mr. Anantharama Sethumani Subramanian (Independent Director)	P	X	X	X	X	X
8. Mr. Milind Sitaram Desai (Independent Director)	?	?	?	?	?	?
9. Mr. Veeraraghava Ranganathan^ (Independent Director)	NA	NA	NA	?	?	?
10. Mr. Dinesh Kumar Deora# (Independent Director)	NA	NA	NA	NA	NA	NA

Notes:

1. *Ceased to be the Director of the Company due to his passing on June 02, 2023.

2. ^appointed w.e.f. October 27, 2023.

3. #appointed w.e.f. March 20, 2024 ii. Audit Committee:

Sr. No. Name of the Member	No. of Meetings Attended
	20.05.2023	10.08.2023	09.12.2023	03.02.2024
1. Mr. Milind Sitaram Desai (Chairman)	?	?	?	?
2. Mrs. Srinivasa Raghavan Mathurakavi Ayyangar (Member)	?	?	?	?
3. Mr. Mr. Anantharama S. Subramanian* (Member)	?	X	X	X
4. Mr. Ashok Manilal Kadakia^ (Member)	X	NA	NA	NA
5. Mr. Veeraraghava Ranganathan# (Member)	NA	NA	?	?
6. Mr. Dinesh Kumar Deora* (Member)	NA	NA	NA	NA

Note: ^Ceased to be the Director of the Company due to his passing on June 02, 2023.

# Mr. Veeraraghava Ranganathan was appointed as Independent Director w.e.f. 27.10.2023 and accordingly the Committee was re-constituted by inducting him as member in the said meeting.

*Mr. Dinesh Kumar Deora was appointed as Independent Director w.e.f. 20.03.2024 and accordingly the Committee was re-constituted by inducting him as member in the said meeting in place of Mr. Anantharama S. Subramanian.

iii. Nomination and Remuneration committee:

Sr. No. Name of the Member	No. of Meetings Attended
	10.08.2023	27.10.2023	20.03.2024
1. Mr. Milind Sitaram Desai (Chairman)	?	?	?
2. Mr. Anantharama S. Subramanian* (Member)	X	?	X
3. Mrs. Rajalakshmi Srinivasa Raghavan# (Member)	?	X	X
4. Mr. Veeraraghava Ranganathan^ (Member)	NA	NA	P
5. Mr. Dinesh Kumar Deora* (Member)	NA	NA	NA
6. Mr. Srinivasa Raghavan Mathurakavi Ayyangar@ (Member)	NA	NA	NA

Note: *Mr. Dinesh Kumar Deora was appointed as Independent Director w.e.f. 20.03.2024 and accordingly the Committee was re-constituted by inducting him as member in the said meeting in place of Mr. Anantharama S. Subramanian.

^ Mr. Veeraraghava Ranganathan was appointed as Independent Director w.e.f. 27.10.2023 and accordingly the Committee was re-constituted by inducting him as member in the said meeting.

# Mrs. Rajalakshmi Srinivasa Raghavan ceased to be the Member of the Committee w.e.f. March 20,2024.

@ Mr. Srinivasa Raghavan Mathurakavi Ayyangar was inducted as member of the committee w.e.f. March 20, 2024

iv. Stakeholders Relationship Committee:

Your Company has a Nomination and Remuneration Committee in place with the constitution, powers and roles as prescribed u/s 178 of the Companies Act, 2013.

The following are the members of the Committee:

Sr. No. Name of the Director	Designation
1. Mr. Milind Sitaram Desai (Independent Director)	Chairman
2. Mr. Dinesh Kumar Deora (Independent Director)	Member
3. Mr. Srinivasa Raghavan Mathurakavi Ayyangar (Managing Director)	Member

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.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy is made available on the Companys website https://www.ebnl.org/ The link for the same has been provided below: https://www.ebnl.org/dp/41/shareholders-information

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, 2024, 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 March 31, 2024 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.

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.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion & Analysis Report, as per Part B of Schedule V under regulation 34(3) of the SEBI (LODR) Regulations, 2015 which forms an integral part of this Report and is annexed at "Annexure B".

OVERVIEW OF THE INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY DURING THE LAST YEAR AND

EXTERNAL ENVIRONEMNT AND ECONOMIC OUTLOOK:

The information pertaining to overview of the industry and important changes in the Industry and External Environment and Economic Outlook during the last year has been incorporated in Management Discussion and Analysis part of the report. The same forms part of the report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the F.Y. 2023-24 your company was not required to transfer any amount or shares to the Investor Education and Protection Fund established

by the Central Govt.

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. Disclosures as required under the said rule is annexed at "Annexure C".

SECRETARIAL STANDARDS:

The Directors confirm that the Company is in compliance with applicable secretarial standards issued by Institute of Company Secretaries of India.

PERSONNEL:

Industrial relations at the Companys factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees towards achieving improved productivity and flexibility in operation.

AUDITORS:

a. Statutory Auditors:

The tenure of existing statutory auditors i.e. M/s. V. Sankar Aiyar & Co, Chartered Accountants, was upto the conclusion of 31st Annual General Meeting (AGM). The Board of Directors at their meeting held on August 10, 2023 appointed M/s. V. Nagarajan & Co., Chartered Accountants, Noida (Firm Registration No.: 004879N) as new statutory auditors of the Company, subject to the approval of the Members, who shall hold office for a term of Five years from the conclusion of the 31" AGM until the conclusion of the 36th AGM of the Company to be held in the year 2028. Consequently, the resolution of the appointment of new statutory auditors formed part of the Notice of the 31st AGM. However, during the 31st AGM held on September 29, 2023, a technical issue of unforeseen nature arose, which regrettably resulted in the inadvertent omission of their appointment from the remote e-voting process. In light of this inadvertent oversight, your Board of Directors had proposed to convene an Extraordinary General Meeting (EGM) to provide our esteemed shareholders with an opportunity to re-participate in the resolution pertaining to the appointment of M/s. V. Nagarajan & Co, Chartered Accountants, Noida, as Statutory Auditors and the said EGM was convened on November 24, 2024 and the resolution for appointment of new statutory auditors was passed by requisite majority.

Further, there is no qualification, adverse remark or observation in their audit report.

No instance of fraud was reported by the Auditors during the year.

The Company has received Eligibility certificate letter from M/s. V. Nagarajan & Co, Chartered Accountants, Noida. to the effect that their appointment, is within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

b. Cost Audit:

Audit of Cost Records is not applicable to the Company for year 2023-2024 as per Section 148 and relevant rules issued under the said Section.

c. 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.

The observation contained in the Secretarial Audit Report is self-explanatory and does not require any further explanation.

d. Internal Audit:

As required under Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function during the F.Y. 2023-24 was carried out by Mr. Jeyaval Nadar.

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.

No. of complaints filed during the financial year	No. of complaints disposed off during the financial year	No. of complaints pending as at end of the financial year
0	0	0

STATEMENT PURSUANT TO LISTING AGREEMENTS:

The Companys shares are only listed with the BSE Ltd. Your Company has paid the Annual Listing Fees up to date.

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. 25,54,923/-
Outgo	Rs. NIL

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.

Registered office:	For and on behalf of the Board of Directors
Plot No. T-3/2, MIDC Area
Taloja-410208, Raigad, Maharashtra
	Srinivasa Raghavan Mathurakavi Ayyangar
Place: Mumbai	Chairman & Managing Director
Dated: August 14, 2024	DIN No. 00090266