emmsons international ltd share price Management discussions

OVERVIEW

Company is facing financial crunch from the last years. Resulted there is no trading activities during the year.

Emmsons International Limited has outstanding liabilities payables to various Banks in borrowings made from the Banks. Company has defaulted in payment of interest and repayment of loans to these banks. Banks have demanded back the loans disbursed to the company and its subsidiaries but company has no financial means to repay the borrowings. All accounts of the company and its subsidiaries have been classified as Non-Performing Assets (NPA). The directors of the company are making best efforts to sell the coal mine in Indonesia owned by step subsidiary M/s PT Bara Energi Makmur Coal Project. It has given to banks to liquidate the coal mine and settle all the debts to the banks. Bank of Baroda has got the mine valued from the International valuer M/s SALVA Mining Consultants. As per valuation report the mine is valued from USD 178 Million to USD 299 Million If Coal mine is liquidated for above amount, all liabilities of the banks shall be settled by payment leaving adequate funds with the management to restart the business activities which are presently closed for Scarcity of funds. For these facts director believe that company has fair changes to restart the business and have prepared the accounts on a going concern basis.

IMPACT ON COMPANYS PERFORMANCE

The Companys core business segment is export of Agro Commodities was adversely affected due to financial crunch faced by the company also makes addition to it and thus resulted in reduction in turnover and increases in losses for the year.

OUTLOOK

The company continues to remain positive of a quick recovery in the coming years. The commodity prices have strengthening in the global markets. It should help the company to recover in the near future.

FINANCIAL PERFORMANCE

The Company has faced tough time during the year. During the financial year 2022-23, on a standalone basis, the Company has earned revenues and there is other Income of Rs. 1.49 Lacs represent mainly profit on sale of car. Previous year there was no revenue / other income. The net loss of company is Rs. (17599.15 Lac) during the year as compared to previous year loss of Rs. (14821.63 lac).

RISK AND CONCERNS

Since the Company is into trading activity, it is attributed to all the risks and concerns attached with the trading industries as a whole.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Emmsons Board, along with executive and functional leadership provides oversight to identify and understand significant risks. They also put in place systems of risk management, compliance and control to mitigate these risks.

The Company has proper and adequate internal control system commensurate with the size of the business operations geared towards achieving efficiency in its various business operations, safeguarding assets, optimum utilization of resources and compliance with statutory regulations.

HUMAN RESOURCE

The Companys comprehensive HR policy inter-alia provides manpower training and development, keeping in mind the growing requirement for custom trained manpower at its new initiatives. The Companys office is fully computerized. The management interacts regularly with staff members to understand their needs and problems and to create a suitable working environment.

INSURANCE

All assets of the company including stocks have been adequately insured. Insurance claims are very low due to vigorous follow up.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may be ‘forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates changes in the Government regulations, tax laws, and other statutes and other incidental factors.

REPORT ON CORPORATE GOVERNANCE

The Company believes that sound Corporate Governance is essential to enhance the shareholders trust and value. Your Company conducts its affairs with the highest levels of integrity, with proper authorizations, accountability, disclosure and transparency. The Company strongly believes in maintaining a simple and transparent corporate structure driven solely by business needs. Shareholders interests are on utmost priority while protecting the interest of other stakeholders, customers, suppliers and its employees and the management is only a trustee to carry out the activities in a truthful and fruitful manner.

The Company is in compliance with the requirements as stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to corporate governance.

BOARD OF DIRECTORS

As on March 31, 2023 the Board of Directors of the Company consisted of Four (04) Directors having optimum mix of knowledge, gender and experience. The Board has been constituted in a manner resulting in an appropriate composition of Executive, Non-Executive and Independent Directors. The Non-executive Directors play an active role in the meetings of the Board and are associated with the various Board Committees. They also bring independent judgment in the Boards deliberations and decisions. The Board meets regularly and is responsible for the proper management of the Company. The Company has Two Executive Director, Two Independent Directors including one woman Director as on March 31, 2023. The Chairman of the Board is an Executive Director, who is also a promoter of the Company. The Board meets the requirement of not less than half being Independent

Directors. The size and composition of the Board conforms to the requirements of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors hold Chairmanship of more than 5 Committees or Membership in more than 10 Committees across all the Companies in which they are Directors.

All Independent Directors have confirmed in accordance with applicable Listing Regulations and Section 149(6) of the Companies Act, 2013 and the rules framed thereunder that they meet the independence criteria. The Independent Directors have further stated that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence. Based on the disclosure received from all the Independent Directors, the Board is of the opinion that the Independent Directors fulfill the conditions of Independence as specified in the Companies Act, 2013 and Listing Regulations.

The Board as part of its succession planning exercise periodically reviews its composition to ensure that the same is closely aligned with the strategy and long-term needs of the Company.

Confirmation and Certification

On an annual basis, the Company obtains from each Director, details of the Board and Board Committee positions he/she occupies in other Companies, and changes if any regarding their Directorships. The Company has obtained a certificate from Mr. Saurabh Agrawal (FCS No. 5430) Company Secretary in practice, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by Securities and Exchange Board of India and Ministry of Corporate Affairs or any such authority and the same forms part of this report.

Board Functioning & Procedure

The Company believes that at the core of its Corporate Governance practice is the Board, which oversees how the management serves and protects the long-term interests of all stakeholders of the company. An active, well-informed and Independent Board is necessary to ensure the highest standards of corporate governance.

The Company believes that composition of Board is conducive for making decisions expediently, with the benefit of a variety of perspectives and skills, and in the best interests of the Company as a whole rather than of individual shareholders or interest groups. In accordance with the provisions of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board meets at least once in every quarter to review the quarterly results and other items of agenda as required under the said regulations thereof.

During the year under review, your Directors have met 9 (Nine) times, at the various dates, as mentioned herein below:

No. of Board Meetings Held	Dates of Board Meetings
01	30-05-2022
02	14-08-2022
03	30-08-2022
04	02-09-2022
05	07-09-2022
06	14-11-2022
07	13-12-2022
08	02-02-2023
09	14-02-2023

The Composition of Board of Directors, their shareholding, their attendance at Board meeting during the year and at the last Annual General Meeting, Number of other Directorships, Committee memberships and Chairmanships held by them as at 31st March, 2023 are given below:

A. Composition and category of the Board of Directors are as follows:

(i) Executive Directors*

Name	Date of Appointment	Designation	No. of meetings held during the Last Financial Year	No. of Meetings Attended	No. of Membership in Boards of other Companies**	No. of Membership/ Chairmanships in Committees of other Companies
Mr. Anil Kumar Monga	15-04-1993	Chairman & Managing Director	9	9	NIL	NIL
Mr. Rajesh Monga	15-04-1993	Whole Time Director	9	9	NIL	NIL

*Executive Directors do not hold any Independent Directorship in Listed Companies

*Excludes Directorships/Memberships in Private Limited Companies, Foreign Companies, Section 8 Companies, Bodies Corporate, and Memberships of Managing Committees of various Chambers/Bodies.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Name	Date of Appointment	Designation	No. of meetings held during the Last Financial Year	No. of Meetings Attended	No. of Membership in Boards of other Companies*	No. of Membership/ Chairmanships in Committees of other Companies**
Ms. Soni Benydin Jaiprakash	14-02-2015	Director	9	9	NIL	NIL
Mr. Rahul Chopra	28-03-2018	Director	9	9	NIL	NIL
Mr. Bhupinder Singh *	15-03-2019	Director	9	8	3	Nil

Pecuniary relationships or transactions of the Non-Executive Directors vis-?-vis the Company

Ms. Soni Benydin Jaiprakash, Mr. Bhupinder Singh and Mr. Rahul Chopra, Independent Non- Executive Director of the Company do not have any material pecuniary relationship with the Company other than the sitting fees paid to them.

* Mr. Bhupinder Singh resigned from the post of Independent Directorship with effect from 13th March, 2023.

Relationships between Directors Inter se

Except Mr. Anil Kumar Monga and Mr. Rajesh Monga, none of the Director of the Company is related to any other Directors of the Company.

As per the declarations/disclosures received from Ms. Soni Benydin Jaiprakash, Mr. Bhupinder Singh and Mr. Rahul Chopra, they do not serve as Independent Directors on the Board of more than 7 listed Companies. They are also not acting as Whole-time Directors on the Board of any listed Company.

The terms and conditions of appointment of Independent Directors are available on the Companys website viz.; www. emmsons.com at: http://emmsons.com/notices/ Terms and conditions for appointment of Independent Directors.

The Company also has a familiarization programme for its Independent Directors, which is available at http://emmsons. com/notices/familiarization program.

PROCEDURE TO CONDUCT MEETING OF THE BOARD OF DIRECTORS:

The Board meetings are generally held at the admin office of the Company and are convened by giving appropriate advance notice to all the Directors of the Company. The Meeting of the Board is governed by structured agenda papers which are circulated to Directors generally one week before the meeting. All material information is incorporated in the agenda papers for facilitating meaningful and focused discussions at the meeting. In case of exigencies or urgency, resolutions are passed by circulation. The Board of Director at its succeeding meeting takes note of the resolution(s) which have been passed by way of Circulation.

INFORMATION SUPPLIED TO THE BOARD

The Board has complete access to all information of the Company. The following information is provided to the board and the agenda papers for the meetings are circulated in advance of each meeting:

Annual operating plans, capital and revenue budgets and updates

Minutes of meetings of Audit Committee and Other Committees of the Board

Details of Subsidiaries of the Company and its updates

Information on recruitment and remuneration of senior officers just below the Board level including appointment or removal of Chief Financial Officer and Company Secretary

Materially important Litigation, Show Cause, Demand, Prosecution and Penalty Notices

Status of Litigations by or against the Company

Any material relevant default in financial obligation to and by the Company

Details of any Joint Venture or Collaboration Agreement

Formation/reconstitution of Board Committees and terms of references

Appointment, remuneration and resignation of Directors

Disclosure of Directors interest and their shareholding

Compliance Certificate from Director and Company Secretary, certifying compliance of all laws applicable to the Company

All other information which is relevant for decision-making by the Board.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has constituted Committee(s) with specific terms of reference and scope, namely: Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. The committees operate as empowered agents of the Board as per their charter/terms of reference. The practice to present the minutes of the meetings of Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee, before the Board of Director for their perusal, is being maintained continuously. The details as to the composition, terms of reference, number of meetings and attendance etc. of these Committees are provided hereunder:

AUDIT COMMITTEE

Audit Committee of the Board comprises following members with optimum combination of Executive and Non-Executive Independent Director. Following is the composition of the Audit Committee:

Mr. Anil Kumar Monga, Executive Director;

Mr. Rahul Chopra, Non-executive independent director;

Ms. Soni Jaiprakash Benydin, Non-executive independent director

The Chairman of the Audit Committee is Mr. Rahul Chopra, an independent director having sound financial knowledge. The majority of the audit committee members, including the Chairman, have accounting and financial management expertise. A representative of the Statutory Auditors is invited as and when required.

Powers of the Audit Committee:

To investigate any activity within terms of reference

To seek information from any employee

To obtain outside legal or professional advice Role of Audit Committee, interalia, includes the following:

1. Overview of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending the appointment, re-appointment and, if required, the replacement or removal of the statutory auditors and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to the

Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013. Changes, if any, in accounting policies and practices and reasons for the same. Major accounting entries involving estimates based on the exercise of judgment by management. Significant adjustments made in the financial statements arising out of audit findings. Compliance with listing and other legal requirements relating to financial statements. Disclosure of any related party transactions and Qualifications, if any, in the draft audit report. Qualifications in the draft audit report. Management Discussion and analysis of Financial Condition

5. Reviewing, with the management, the quarterly, half yearly, nine monthly and annually financial statements standalone as well as consolidated before submission to the Board for approval.

6. Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

8. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

9. Scrutiny of inter-corporate loans and investments 10. To review the function of the vigil mechanism

11. Approval of appointment of the CFO (i.e the Whole Time Finance Director or any other person heading the finance function or discharging that function) after assessing qualifications, experience and background etc of the candidate

12. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The dates on which the meetings of audit committee were held and attendance of the members of the Committee during the financial year ended 31st March, 2023 are as follows:

No. of Meetings Held	Date of meetings
01	30-05-2022
02	14-08-2022
03	07-09-2022
04	14-11-2022
05	14-02-2023

 

S. No.	Name of the Members	Meetings held	Meeting attended
1	Ms. Soni Benydin Jaiprakash	5	5
2	Mr. Anil Kumar Monga	5	5
3	Mr. Rahul Chopra	5	5

NOMINATION AND REMUNERATION COMMITTEE

Constitution and Terms of Reference

The Nomination and Remuneration Committee comprises of Ms. Soni Benydin Jaiprakash, Non-executive Independent Director Mr. Rahul Chopra, Non-executive Independent Director, and Mr. Anil Kumar Monga, Executive Director

Mr. Rahul Chopra is the Chairman of the Nomination and Remuneration Committee. The broad terms of reference of the Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal carry out evaluation of every directors performance. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable. To perform such other functions as may be necessary or appropriate for the performance of its duties

The details of the Nomination & Remuneration committee Meetings are as follows:

No. of Meetings Held	Date of meeting
01	07-09-2022
02	14-11-2022

 

Sl. No.	Name of the Members	Meetings attended
1	Ms. Soni Benydin Jaiprakash	2
2	Mr. Anil Kumar Monga	2
3	Mr. Rahul Chopra	2

REMUNERATION POLICY AND PAYMENT

The Company has two Executive Directors on its Board whose appointment, terms as well as remuneration have been approved by the Members in the General Meetings and also by the Nomination and Remuneration Committee, pursuant to the provisions of the section 178 read with schedule V to the Companies Act, 2013. Further, there are no such arrangements to pay the remuneration to Non- Executive Directors, apart from their sitting fee for attending the meetings, during the financial year ended 31st March, 2023. The Company pays sitting fee of Rs. 20,000/- per meeting to the non-executive directors for attending the meeting each of the Board and Committee(s) thereof. However, considering bad financial position of the company independent director attended meetings without sitting fee.

The details of the remuneration paid to the Directors including Chairman & Managing Director and Whole time Director during the financial year 2022-23 is as under:

Name	Designation	Tenure of appointment	Salary (Rs.)	Sitting Fees (Rs.)	Commission (Rs.)	Other Perquisite (Rs.)	Total (Rs.)
Mr. Anil Kumar Monga	Chairman & Managing Director	Three years w.e.f. 01/09/2021	-	-	-	-	-
Mr. Rajesh Kumar Monga	Whole Time Director	Three Years w.e.f 01/01/2021	-	-	-	-	-
Ms. Soni Benydin Jaiprakash	Independent Director	Five Years w.e.f 14/02/2020	-	-	-	-	-
Mr. Rahul Chopra	Independent Director	Five Years w.e.f 28/03/2023	-	-	-	-	-
Mr. Bhupinder Singh (Resigned on 13/03/2023	Independent Director	Five Years w.e.f 15/03/2019	-	-	-	-	-

Note: Remuneration includes Salary, House Rent Allowance, Bonus, Leave Travel Concession, Medical Assistance and other allowances paid in cash and taxable value of non-cash perquisites. The key terms of reference of the Nomination & Remuneration Committee (stipulated by the Board) under Regulation 19 and schedule II Part D of the SEBI Listing Regulations are as under: To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board, a policy relating to the remuneration of Directors, Key Managerial Personnel and other employees;

To formulate criteria for evaluation of the performance of Independent Directors and the Board;

To devise a policy on Board diversity

To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

To extend or continue the term of appointment of the Independent Directors on the basis of the report of performance evaluation of the Independent Directors.

Performance Evaluation Criteria for Independent Directors(ID)

The Nomination & Remuneration Committee has formulated the criteria for evaluation of Independent Directors. Based on the said criteria, the performance of the Independent Directors was evaluated during the year.

Performance Evaluation of the Board/Committees

The Board carries out the evaluation of the performance of Directors and Committees of the Board.

The purpose of the evaluation is to assess the performance of the Directors in discharging their responsibilities and to evaluate how effectively the Board, the Directors and the Committees were fulfilling their roles and duties.

An annual Board evaluation is conducted to assess the performance of the Board as a whole and that of individual Board members. Performance is assessed based on clearly defined objective criteria, which are in line with the Companys policy. Performance is measured against commitments and best-in-class benchmarks. Plans for orderly succession of the Senior Management are also in place.

As required under Regulation 25 of the SEBI Listing Regulations, a separate meeting of the Independent Directors of the Company was also held on to evaluate the performance of the Chairman. Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timelines of flow of information between the management of the Company and the Board.

Policy on Remuneration to the Managing Director, Whole Time Director, Key Managerial Personnel (KMP) and senior Management Personnel

Remuneration to the Managing Director and Whole Time Directors shall be in accordance with the provisions of the Companies act, 2013. Increments to the existing remuneration/ compensation structure shall be recommended by the Nomination & Remuneration Committee to the Board, which shall be within the overall maximum limits of managerial remuneration approved by the shareholders for the Managing Director and Whole-Time directors of the Company. The overall managerial remuneration in respect of any financial year shall be in accordance with the provisions laid down under section 197 and schedule V of the Companies Act, 2013.

If in any financial year, the Company has no profits or its profits are inadequate, the Company shall make payment of remuneration within the maximum limits as minimum remuneration to the Managing Director and Whole-time Directors of the Company based on the approval of the Nomination & Remuneration Committee, Board and subject to the approval of the Shareholders and such other approvals, as may be required, in accordance with the provisions of section 197 and schedule V of the Companies Act, 2013.

As there was loss during the financial year 2022-23, no remuneration was paid to the Managerial Personnel. The Company does not have Employee Stock Options Scheme for its Directors and Employees.

STAKEHOLDER RELATIONSHIP COMMITTEE

Constitution and Objective

The Board of Directors of the Company has constituted the Stakeholder Relationship Committee which is chaired by Mr. Rajesh Monga -Executive Director to specially consider and resolve the grievances of security holders of the Company.

Other members of the committee are:

Mr. Anil Kumar Monga,

Mr. Rajesh Monga, and

Ms. Soni Benydin Jaiprakash.

The terms of reference of the Stakeholders Relationship Committee covers the matters specified in Part D of the Schedule II of the SEBI Listing Regulations. The Committee looks into the Redressal of shareholders and investors complaints/ grievances. The Committee also looks into complaints concerning transfer of shares, non-receipt of annual report, non-receipt of dividends etc. The Committee also oversees the performance of Registrar and Share Transfer Agent and recommends measures for overall improvement in the quality of investor service.

All matters related to shares vis a vis transfers, deletions, transmissions, dematerialization and rematerialization of shares etc. have been duly attended to by the Company within the prescribed time lines during the financial year 2022-23.

The composition of Stakeholder Relationship Committee and terms of references meet with the requirements of Regulation 20 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 and provisions of the Companies Act, 2013.

No application and Complaints received from shareholder/ investor are pending during the year under review.

The details of the Stakeholder Relationship committee are as follows:

No. of Meetings Held	Date of meeting
1	30-06-2022

 

Sl. No.	Name of the Members	Meetings attended
1	Mr. Anil Kumar Monga	1
2	Mr. Rajesh Monga	1
3	Mr. Rahul Chopra	1
4	Ms. Soni Benydin Jaiprakash	1

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Constitution and Terms of Reference

The Company is not having any profits to make the expenditure towards the Corporate Social Responsibility, hence did not finalize any area. The Company has not composite the CSR Committee.

INDEPENDENT DIRECTORS MEETING

Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the Independent Directors of the Company to hold at least one meeting in a year, without the attendance of Non-Independent Directors. At such meetings, the Independent Directors, inter alia review the performance of (i) Chairman, Non-Independent Directors and the Board as a whole, (ii) Chairman of the Company taking into account view of Executive/ Non-Executive Directors and (iii) assessing the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

CEO/CFO CERTIFICATE

A certificate from the Chief Executive Officer (Managing Director) on the financial statements and other matters of the Company as provided in Regulation 17(8) and schedule II Part B of the SEBI Listing Regulations for the financial year ended 31st March, 2023 was placed before the Board at its meeting held on 30th May, 2023 and the same is annexed to this report.

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis is given separately and is a part of Annual Report.

MANAGEMENT DISCLOSURE

During the year under review, there were no transactions of material nature with the promoters, the directors or the management or relatives, etc. that had potential conflict with the interest of the Company. All disclosures related to financial and commercial transactions where directors may have a potential interest are provided to the board and the interested directors do not participate in the discussion nor do they vote on such matters.

RELATED PARTY TRANSACTIONS

All Related Party Transaction that were entered during the financial year were on an Arms Length basis and were in the ordinary course of business. The particulars of contract/arrangement entered into by the Company with Related Parties are attached herewith of the Directors Report.

CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has established the Code of Business Conduct ethics for all directors, officers and employees of the Company ("the Code"). This Code is a comprehensive Code applicable to all Directors, Officers and employees working at various level of the Company. The Code while laying down, in detail, the standard of business conduct, ethics and governance, centers around the following theme-. All Directors, Officers and employees of the Company are committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty and accountability. Each Director, officer and employees are expected to comply with this code in letter and spirit.

SUBSIDIARY COMPANIES

The Company reviews the performance of its subsidiary companies, inter-alia, by the following means:

i. The financial statements, including the investments made by subsidiary companies, are reviewed by the Audit Committee of the Company, periodically;

ii. The minutes of the Board / Audit Committee Meetings of the subsidiary companies are noted at the Board / Audit Committee Meetings respectively of the Company;

iii. The details of significant transactions and arrangements entered into by the subsidiary companies are placed periodically before the Board of the Company;

iv. Detailed update on various businesses carried out by the subsidiaries of the Company and joint ventures, is presented to the Board of directors of the Company, on a quarterly basis;

v. Utilization of loans/advances given or investment made in Subsidiary Companies, exceeding 100 crores or 10% of asset size of subsidiary, whichever is lower is reviewed periodically by the Audit Committee of the Company.

DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS I.E., TRANSACTIONS OF THE COMPANY OF MATERIAL NATURE, WITH ITS PROMOTERS, DIRECTORS OR THEIR RELATIVES, MANAGEMENT, ITS SUBSIDIARIES ETC., THAT MAY HAVE POTENTIAL CONFLICT WITH THE INTERESTS OF THE COMPANY AT LARGE:

None of the transactions with related parties were in conflict with the interests of the Company at large. The transactions with related parties are mentioned in note no. 32 of the financial statements.

DETAILS ON NON COMPLIANCE

There were some penalties or strictures imposed on the Company by the Stock Exchanges, SEBI, or any other statutory authorities on any matter related to the capital markets during the last 3 years.

ADOPTION OF MANDATORY AND NON- MANDATORY REQUIREMENTS

The Company has complied with all mandatory requirements of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Company has also complied with following non-mandatory requirements of Regulation 27(1) read with Part E of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT QUALIFICATIONS

The Financial Statements (Standalone and Consolidated) of the Company are qualified.

REPORTING OF INTERNAL AUDITOR

The Internal Auditors of the Company make presentations to the Audit Committee on their reports.

LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED BY NAME AND AMOUNT

During the Financial Year 2022-23, the Company has not given any Loans and advances in the nature of loans to firms/companies in which Directors are interested.

DISCLOSURE OF AGREEMENTS FINDING ON LISTED ENTITY

There is no agreement entered in by the parties as specified in clause 5A to Para A of Part A of Schedule III to SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

PARTICULARS OF SENIOR MANAGEMENT INCLUDING CHANGES

There was no change Senior Management since the close of financial year 2022-23 except Mr. Bhupinder Singh Independent director of the company was resigned with effect from 13-03-2023.

CERTIFICATE ON CORPORATE GOVERNANCE REPORT

As required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Auditors certificate on corporate governance has been annexed to the Boards Report.

DISCLOSURE ON NON-COMPLIANCE

There was no such non-compliance made by the Company on corporate governance as required under sub- paras (2) to (10) of Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In Compliance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, KMPs and designated persons.

MEANS OF COMMUNICATION

The Companys financial results are communicated forthwith to all Stock Exchanges, where the shares of Company are listed as soon as they are approved and taken on record by the Board of Directors of the Company. Thereafter the results are normally published in Business Standard.

Designated Exclusive e-mail ID: The Company has designated the following e-mail ID exclusively for investor grievance redressal:- bhalendra.singh@emmsons.com

DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED ENTITY

Sr. No	Name of the Company	Address	CIN/GLN	Holding/ Subsidiary/ Associate*	% of shares held	Applicable Section
1	Emmsons Gulf DMCC	3406, 1 Lake Plaza, Plot No. 2, Jumeirah Lake Tower, Dubai		Subsidiary	100%	2(87)(ii)
2	Emmsons SA	Place DU Marche 3, CP 1456 1860, Aigle, Switzerland.		Subsidiary	99.99%	2(87)(ii)
3	Emmsons Asia Pte Ltd, Singapore	150, Cecil, #07-01, Singapore-069543		Subsidiary of Emmsons Gulf DMCC	99%	2(87)(ii)
4	PT Star Emmsons, Indonesia	Menara Cakrawala Floor 7 Jalan, M.H Thamrin No.9, Jakarta		Subsidiary of Emmsons Gulf DMCC	98.9%	2(87)(ii)
5	PT Bara Energi Makmur, Indonesia	Menara Cakrawala Floor 7 Jalan, M.H Thamrin No.9, Jakarta		Step Down Subsidiary of Emmsons Gulf DMCC	99%	2(87)(ii)

The Board has accepted all recommendations of the Board committees which are mandatorily required in the relevant FY.

The Company has complied with the mandatory requirements of listing regulations. Further, the Company has also put its best endeavor to comply with nonmandatory requirement(s).

During the FY ended March 31, 2023, the Company did not engage in commodity price risk and commodity hedging activity.

LIST OF ALL CREDIT RATING OBTAINED FOR DEBT:

Since there are no Debt Instruments outstanding in the Company, no credit rating was obtained during the FY ended March 31, 2023 for debt instrument.

DECLARATION REQUIRED UNDER REGULATION 17(5) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

All the members covered under the "Code of Business Conduct and Ethics for Board Members and Senior Management" have affirmed compliance of the said code for the Financial year.

For and on behalf of the Board

	Sd/-
Dated: 05.09.2023	(Anil Kumar Monga)
Place: New Delhi	Chairman & Managing Director
	(DIN : 00249410)

INFORMATION WITH RESPECT TO THE RE-APPOINTMENT OF DIRECTORS: Mr. Rajesh Monga

Mr. Rajesh Monga holds a bachelor degree. He is associated with the company since its inception. He is being energetically involved and responsible for procurement of commodities in domestic market. He does not hold Directorship in any company apart from your company Mr. Rajesh Monga may be deemed to be concerned or interested, financially or otherwise, to the extent of the aforesaid shareholding in respect of his re-appointment as a Whole Time Director. Mr. Anil Monga who is his relative and the Managing Director of the Company and their other relatives, to the extent of their shareholding interest in the Company, may be deemed to be concerned or interested in the appointment of Mr. Rajesh Monga. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.2 of the Notice.

GENERAL BODY MEETINGS:

Details of the General Meeting held during the last three years are as under:

Sl. No.	Date and Year of AGM	Time of AGM	Venue of AGM
1	16th March, 2022 (27th AGM)	01.00 P.M	Through Video Conferencing/Other Audio Visual Means (VC/OAVM)
2.	16th March, 2022 (28th AGM)	04.00 P.M	Through Video Conferencing/Other Audio Visual Means (VC/OAVM)
3	30th September, 2022 (29th AGM)	02:00 P.M.	Through Video Conferencing/Other Audio Visual Means (VC/OAVM)

SPECIAL RESOLUTION PASSED IN LAST THREE ANNUAL GENERAL MEETINGS

Details of Special Resolutions passed in last three Annual General Meetings held are as under:

Sl. No.	Date and Year of AGM	Special Resolution
1.	16th March, 2022 (27th AGM)	? Re-appointment of Mr. Rajesh Monga as Whole Time Director effective from 1st January, 2021 to 31 December, 2023 without remuneration.
		? Re-appointment of Mr. Anil Kumar Monga as Managing Director effective from 1st September, 2021 to 31st August, 2024 without remuneration.
2.	16th March, 2022 (28th AGM)	No Special Resolution passed.
3.	30th September, 2022	No Special Resolution passed.
	(29th AGM)

Pursuant to the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI Listing Regulations, the Company had extended e-voting facility to its members to casts their votes electronically on all resolutions set forth in the Notice convening the 27^th, 28^th and 29^th Annual General Meeting held on 16^th March, 2022, 16^th March, 2022 and 30^th September, 2022 On the day of the Annual General Meeting, the Company also conducted voting at the venue on all the resolutions and the resolutions were passed with the requisite majority.

Attendance of Directors at 29th AGM during the last financial year:

Following Directors were present at the last AGM held on 30^th September, 2022

1. Mr. Anil Kumar Monga

2. Mr. Rajesh Monga

3. Mr. Rahul Chopra

4. Ms. Soni Benydin Jaiprakash

POSTAL BALLOT

During the financial year 2022-23, the Company has not passed an any resolution through Postal Ballot.

MEANS OF COMMUNICATIONS: a) Communication to Shareholders

The Company is maintaining a functional website i.e., www.emmsons.com, in compliance with the provisions of the Companies Act, 2013 and Listing Agreement. The website contains the following information:- Basic information of the Company, e.g. details of its business, financial information etc. Shareholding pattern, compliance with Corporate Governance and contact information of designated official of the Company who are responsible for assisting and handling investor grievances. Quarterly/Half yearly/Nine- monthly and Annual Results. Annual Report Various Corporate Policies All important information pertaining to the Company is also mentioned in the Annual Report of the Company which is circulated to the members and others entitled thereto for each financial year.

Quarterly/Half yearly/Nine-monthly and Annual Financial Results of the Company are published in Leading English and Hindi Dailies like ‘The Business Standard. Your Company provides necessary information to the Stock Exchange in terms of the SEBI (LODR) 2015 and other rules and regulations issued by Securities and Exchange Board of India. Required Forms and Returns are filed with the Registrar of Companies.

DISCLOSURES

1) Investor Grievance:

As mentioned herein before, the Company has constituted Stakeholder Relationship Committee to redress Shareholders and Investors Complaints.

2) Share Transfer Agent

M/s. Link Intime India Pvt. Ltd. has been appointed Share Transfer Agent of the Company.

3) Details of Non- Compliance

The Details of other Non- Compliances are mentioned in the Secretarial Audit Report forming part of this

Annual Report and observation for the same is given in the Boards Report.

4) The Company has complied with all the applicable requirements specified in Regulation 17 to 27 and section 46 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

5) The Board of Directors of the Company has adopted (i) the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and (ii) the Code of Conduct as required under SEBI (Prohibition of Insider Trading) Regulations, 2015.

6) During the year no case was filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7) The Company has material subsidiary.

8) There was no materially significant related party transaction that may have any potential conflict with interest of the Company at large. Transaction with related parties are disclosed in Note No.32 to the Financial Statements. The policy on dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link http://www.emmsons.com/Notices/Related Party Transaction Policy.

GENERAL SHAREHOLDERS INFORMATION

Registered & Admin Office:

Flat No. 301, Plot No.12, Zamrudpur Community Centre, Kailash Colony, New Delhi – 110048

Annual General Meeting:

No. of Meeting	Year	Location	Date &Time
30th Annual General Meeting	2022-23	Through Video Conferencing/ other audio visual means	27th September, 2023 12:15 P.M.

Financial Calendar:1st April to 31st March

Results for the quarter ending June 30, 2022	In the mid of August 2022
Results for the quarter ending September 30, 2022	In the mid of November, 2022
Results for the quarter ending December 31, 2022	In the mid of February, 2023
Results for the quarter/year ending March 31, 2023	In the mid/end of May, 2023
Annual General Meeting for the year ending March 2023	Latest by September, 2023

 

Dividend:	The Board of Directors has not recommended any Dividend onEquity Shares of the Company for the financial year 2022-23.
Listing:	The securities of the Company are listed on the following Stock Exchange: The BSE Limited, Mumbai (BSE), 1st Floor, New Trading Ring, Rotunda Building, P.J Towers, Dalal Street, Fort, Mumbai-400 001.
Stock Code:	Listing fee, as applicable, has been duly paid to the aforesaid Stock Exchange. The Bombay Stock Exchange Limited, Mumbai : 532038

Registrar and Transfer Agent (R&TA):

M/s Link Intime India Pvt. Ltd. is Registrar and Share Transfer Agent of the Company. The shareholders are advised to approach M/s Link Intime India Pvt. Ltd. at the following address for any share and demat related queries and/or problems:

M/s Link Intime India Pvt. Ltd.

Noble Heights, 1st Floor, Plot NH 2, C-1 Block LSC, Near Savitri Market, Janakpuri, New Delhi- 110058 Tel: 011-41410592, 41410594 Contact Person: Mr. Bharat Bhushan e-mail id: bharatb@linkintime.co.in

The RTA processes shares sent for transfer, transmission etc every 10-15 days from the data of receipt thereof. Transfer/ transmissions that are complete in all respects are processed and the certificates in respect thereof are returned to the lodger/shareholder within 15 days of lodgment.

Details of Companys Dematerialized shares:

As of the end of 31st March 2023, 11681230 Equity Shares (97.38%) of the equity capital of the company) were dematerialized.

Details of Share Capital of the company as of 31st March 2023 is as under:

Particulars	In Rs.
Authorized Capital	15,00,00,000
Issued and Subscribed Capital	11,99,60,400
Paid Up Capital	11,99,60,400

Stock Price Data:

The Monthly high and low prices of your Companys shares in comparison with high and low of the Sensex for the relevant month for the year ended 31st March 2023 are given below:

Month	Share price (in Rs.)		SENSEX
	Highest	Lowest	Highest	Lowest
Apr-22	2.27	2.19	60845.10	56009.07
May-22	2.27	2.19	57184.21	52632.48
Jun-22	2.27	2.19	56432.65	50921.22
Jul-22	2.27	2.19	57619.27	52094.25
Aug-22	2.27	2.19	60411.20	57367.47
Sep-22	2.27	2.19	60676.12	56147.23
Oct-22	2.27	2.19	60786.70	56683.40
Nov-22	2.27	2.19	63303.01	60425.47
Dec-22	2.27	2.19	63583.07	59754.10
Jan-23	2.27	2.19	61343.96	58699.20
Feb-23	2.27	2.19	61682.25	58795.97
Mar-23	2.27	2.19	60498.48	57084.91

Note:- Trading of the share of the company is suspended. Hence historical data was not available after October-21, Last traded figures have been considered as the highest / lowest price. Currently, trading of shares is suspended

Distribution of shareholding as of 31st March 2023:

No. of Equity shares	Number of Shareholders	%age	Number of shares	%age
1 to 500	1140	66.823	148787	1.2403
501 to 1000	221	12.9543	190882	1.5912
1001 to 2000	125	7.3271	214580	1.7888
2001 to 3000	37	2.1688	97131	0.8097
3001 to 4000	39	2.286	146276	1.2194
4001 to 5000	13	0.762	61527	0.5129
5001 to 10000	42	2.4619	323524	2.6969
10001 to ******	89	5.2169	10813333	90.1409
Total	1706	100.00	11996040	100.00

Distribution of Shareholding among Promoter and Public as on 31st March, 2023

At the end of the financial year, i.e. 31.03.2023, the Distribution of shareholdings between the promoter and public group of the Company are 6051230 equity shares (50.44%) and 5944810 equity shares (49.56%), respectively. The further bifurcation is herein below:

LAND/FACTORY LOCATION

Since the Company is engaged in the business of International trading and has no manufacturing activities hence it has no plant/factory.

Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity

During the year under review the Company has not issued any GDRs/ADRs /Warrants or any Convertible Instruments.

Whistle Blower Policy

The Company has a Vigil mechanism under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.