| Dear Members,
The Directors have pleasure in presenting this 22nd Annual Report on
the business and operations of the Company together with Audited
Financial Statement for the financial year ended March 31, 2015.
FINANCIAL HIGHLIGHTS
The highlights of financial results of the Company for the Financial
Years 2014-15 and 2013-14 are as under:
2014-2015 2013-2014
Particulars Amount US$ in Amount US$ in
(Rs. in
Lacs)
Million (Rs. in
Lacs)
Million
Gross Sales and Income 76093.52 121.77 152554.06 254.72
Profit before interest,
Depreciation,
Exceptional Item and taxation 932.65 1.49 7931.59 13.24
Interest and financial Charges 8758.58 14.02 7498.67 12.52
Depreciation 113.63 0.18 79.96 0.13
Profit before taxation and
exceptional item (7939.56) (12.71) 352.96 0.59
Exceptional Item (34.11) (0.05) (30.46) (0.05)
Provisions of Taxation - - 155 0.25
Provision for deferred
taxation/(tax effect of
timing differences during
year) (14.95) (0.02) (12.22) (0.02)
Profit after tax (7890.49) (12.62) 240.64 0.40
DIVIDEND
In view of the Loss the Board has not recommended any dividend payment
for the financial year 2014-15.
FINANCIAL AND OPERATIONAL PERFORMANCE
During the financial year 2014-15, the Company has on a standalone
basis, registered total revenues of Rs. 761 Crores as compared to Rs.
1526 Crores in the previous year, reflecting a substantial decline. The
Company has incurred a Net Loss of Rs. 78.90 Crores as compared to the
Net Profit of Rs. 2.40 Crores in the previous year.
Your Company has been experienced difficulties on account of Delay in
collection of receivables from overseas customers, Slowdown in the
global commodities markets, interest and other charges by banks, the
Cumulative impact of all the above factors on the Company has been
harsh and the Company has suffered badly.
FIXED DEPOSITS
Your Company has not accepted any deposits in terms of Chapter V of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit)
Rules, 2014, during the year under review.
PERFORMANCE OF SUBSIDIARY COMPANIES, OVERSEAS
The Company had till the end of the financial year has three Subsidiary
Companies, overseas namely:
- Emmsons Gulf DMCC,
- Emmsons Grains Limited
- Emmsons SA.
Emmsons Gulf DMCC:
In line with slump in the global commodities markets, the business of
the Company's subsidiary Emmsons Gulf DMCC was also affected adversely.
During the year, under review it has posted Total Revenue of Rs.
71,003.11 Lac as compared to Rs.1,82,962.63 Lacs in previous year. The
Company has incurred a loss of Rs. 7616.21 Lacs as compared to Profit
of Rs. 465.21 Lacs in the previous year
Emmsons Grains Limited, Cyprus:
Emmsons Grains Limited (EGL), Cyprus is holding farming business
through subsidiaries Companies operating in Ukraine. The fall in the
prices of commodities also affected the performance of farming
operations. The Company has incurred a loss of Rs. 441.44 Lacs as
compared to loss of Rs. 463.97 Lacs in the previous year.
Emmsons S.A:
The operations of Emmsons S.A, has slowed down, however your Management
constantly been trying to re-establish the operations of the Company.
The Company has incurred loss of Rs. 9.80 Lacs as compared to loss of
Rs. 20.07 Lacs in the previous year.
In accordance with the Companies Act, 2013, the Audited Consolidated
Financial Statement is provided in the Annual Report.
MEETINGS OF BOARD OF DIRECTORS
Eleven meetings of the Board of Directors were held during the year.
For further details, please refer report on Corporate Governance
forming part of Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Articles of Association of the Company, Mr.
Rajesh Monga retires by rotation at this Annual General Meeting and is
eligible for re-appointment
The Nomination and Remuneration Committee in its meeting held on
14.08.2015 and Board of Directors in its meeting held on 14.08.2015
passed the resolution, subject to the approval of shareholders for
re-appointment of Mr. Anil Monga as Managing Director of the Company
for a further period of three years effective from 1st September, 2015
without remuneration.
Mr. Shivaz Monga and Mr. Vijay Kumar Kakkar has resigned from the
Directorship of the Company. The Board of Director in their meeting
held on 30th October, 2015, took note of the same.
Pursuant to the provisions of Section 161(1) of the Act and the
Articles of Association of the Company, the Board of Directors of the
Company has appointed, Ms Soni Benydin Jaiprakash, as an Non
Executive-Independent Director (Additional Director) of the Company
with effect from 14th February, 2015. In terms of the provisions of
Section 161(1) of the Act, Ms. Soni Benydin Jaiprakash would hold
office up to the date of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as mentioned under Companies Act, 2013 and Clause 49 of
the Listing Agreement with the Stock Exchange.
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other Individual Directors
which include criteria for performance evaluation of the Executive
Directors and non Executive Directors.
The details of the programmes for familiarization of Independent
Directors with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are put on the
website of the Company
http://www.emmsons.com/files/familiarization-program.pdf
The following policies of the Company are attached herewith marked as
Annexure 1:
a) Remuneration Policy for Directors, Key Managerial Personnel and
other employees
b) Criteria for determining qualification, positive attributes and
independence of a Director
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND
SECURITIES PROVIDED
The particulars of the Loans given, investment made, guarantee given,
securities provided is mentioned in Standalone financial statement
(please refer Note 13, 15 and 34 of standalone financial statement)
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All the contract(s)/arrangement(s)/transaction(s) entered by the
Company during the financial year with related parties were in the
Ordinary course of business and on arm's length basis.
The particulars of contract/arrangement entered into by the Company
with Related Parties at Arms length transactions under third proviso
thereto is attached herewith marked as Annexure-2.
The Policy on Related Party transactions may be accessed on the
Company's website at the link http://www.emmsons.com/files/
related-party-transaction-policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee comprise of the following
members:
Mr. Vijay Kumar Kakkar
Mr. Anil Monga
Mr. Rajesh Monga
Mr. Shivaz Monga
The Corporate Social Responsibility Committee has formulated and
recommended to the Board , a Corporate Social Responsibility Policy
(CSR Policy) indicating the activities to be undertaken by the Company,
which has been approved by the Board.
The CSR Policy may be assessed on the Company's website at the link
http://www.emmsons.com/files/corporate-social-responsibility-
policy.pdf
The Company has identified areas of engagement which are as under:
- To collaborate with communities and institutions to contribute to
eradicating hunger, poverty and malnutrition, promoting preventive
health care and sanitation and make available safe drinking water
- To contribute and promote education, including special education and
employment enhancing vocation skills especially among children, women,
elderly and the differently abled and livelihood enhancement projects.
- To contribute and promoting gender equality, empowering women,
setting up homes and hostels for women and orphans, setting up old age
homes, day care centre's and such other facilities for senior citizens
and measures for reducing inequalities faced by socially and
economically backward groups.
- To sustain and continuously improve standards of Environment
sustainability, Ecological Balance, Protection of Flora and Fauna,
conservation of Natural Resources and maintaining quality of soil, air
and water.
- To contribute for the protection of national heritage, art and
culture including restoration of building and sites of historical
importance, setting up public libraries, promotion and development of
traditional arts and handicrafts.
- To contribute to the Prime Minister's National Relief Fund or any
other fund set up by the Central Government for socio - economic
development and relief and welfare of schedules castes, the scheduled
tribes, other backward classes and women.
- To contribute and encourage the training to promote rural sports,
nationally recognized sports, Paralympic sports and Olympic Sports.
- To contribute and measures for the benefit of armed forces veterans,
war widows and their dependents.
- Contributions or funds provided to technology incubators located
within academic institutions which are approved by the Central
Government.
The Company would also undertake other need based initiatives in
compliance with Schedule VII of the Companies Act, 2013.
The Company is required to spend every year atleast, 2% of the average
net profit made during the three immediately preceding financial years
in pursuance of its Corporate Social Responsibility Policy. During the
year under review, the Company has incurred Net loss of Rs. 78.90
Crores and The Board of Directors is of view that it is not viable to
spent 2% of the average net profit made during the three immediately
preceding financial years in the current financial year ending on 31st
March, 2015. However, during the year under review, the Company has
spent Rs. 3.42 Lacs on CSR activities.
The Annual Report on CSR activities is annexed herewith marked as
Annexure-3 EXTENSION OF TIME FOR HOLDING ANNUAL GENERAL MEETING Your
Company has the following subsidiaries, overseas:- - Emmsons SA, in
Switzerland
- Emmsons Grains Limited, in Cyprus
- Emmsons Gulf DMCC, in UAE.
Emmsons Gulf DMCC, is a Company incorporated in UAE and had its
subsidiaries, inter-alia Emmsons Asia Pte Ltd, operating in Singapore
and PT Star Emmsons operating in Indonesia.
The Financial Data of Emmsons Asia Pte Ltd maintained in accounting
software had damaged consequently the Auditing of the Financial Data of
the Company delayed for financial year ended 31st March, 2015.
Pursuant to the provisions of section 129(3) of the Companies Act,
2013, where a Company has one or more subsidiaries, it shall, in
addition to financial statement, prepare a consolidated Financial
Statement of the Company and of all the subsidiaries in the same form
and manner that of its own which shall also be laid before the Annual
General Meeting of the Company.
On account of delay in receipt of the Audited Financial Statement of
the subsidiary, Your Company has not been able to finalize the
consolidated financial statement. Accordingly, The Board of Directors
of the Company in its meeting held on 28th May, 2015 has approved the
Audited Financial statement alongwith Auditors' Report for the
financial year ended on 31st March, 2015 on Standalone Basis.
Your Company made an application with Registrar of Companies, NCT of
Delhi & Haryana seeking extension of time for holding Annual General
Meeting, subsequently the Registrar of Companies has granted two months
time upto 30th November, 2015 for conducting Annual General Meeting.
AUDIT COMMITTEE
The Audit Committee comprises Independent Directors namely Mr. Satish
Chandra Gupta (Chairman), Mr. Vijay Kumar Kakkar (Member) and Mr.
Viresh Shankar Mathur(Member). All recommendation made by the Audit
Committee were accepted by the Board.
AUDITOR'S REPORT
The Auditors' observations are self explanatory and do not call for any
further comments except on the consolidated Financial Statement of the
Company which is related with Emmsons Gulf, a subsidiary company in
Dubai.
The Auditors of Emmsons Gulf DMCC has expressed qualified audit opinion
which is as under:
The Group trade receivables (note 11) and Advance to suppliers (note
12) include balances amounting to AED 98,483,991 (Rs. 1,674,631,631)
and AED 20,953,350 (Rs. 356,292,859) respectively, which are overdue
for more than 12 months. For the aforesaid balances, we have neither
received independent balance confirmations nor we were able to satisfy
ourselves on the recoverability of these amounts through audit
procedures. The management has not made any allowances for doubtful
receivables against these balances in the books of accounts:
The Management justification on the above:
In spite of delays in recovery of the receivables, the management
continues to be confident of recovering the amount.
Further, since the IFRS are not applicable to the Company in India,
hence the qualification does not have any impact on the consolidated
accounts.
AUDITORS
M/s. Suresh & Associates, Chartered Accountants, the Auditors of the
Company retire at the ensuing Annual General Meeting and have expressed
their willingness and eligibility to continue in the office, if
re-appointed. They have confirmed their eligibility to the effect that
their re-appointment, if made would be within the prescribed limits
under the Companies Act, 2013 and that they are not disqualified for
re-appointment.
Members are requested to re-appoint them and authorize the Board to fix
their remuneration and pay out of pocket expenses.
SECRETARIAL AUDITOR
The Board has appointed M/s. Saurabh Agarwal & Co., Practicing Company
Secretaries, New Delhi to conduct Secretarial Audit for the financial
year 2014-15. The Secretarial Auditor Report for the financial year
ended March 31, 2015 is annexed herewith marked as Annexure-4 to this
Report.
VIGIL MECHANSIM
The Vigil Mechanism of the Company, which also incorporates, a Whistle
Blower Policy in terms of the Listing Agreement entered with Stock
Exchange. The Policy on Vigil Mechanism may be accessed on the
Company's website at the link http://www.emmsons.com/
files/vigil-mechanism.pdf
EXTRACT OF ANNUAL RETURN
In accordance with the provisions of section 134 of the Companies Act,
2013 an extract of Annual Return of the Company in the prescribed
format is annexed herewith as Annexure- 5 to this Report.
CORPORATE GOVERNANCE
We believe that it is important for us to manage our business affairs
in the most fair and transparent manner with a firm commitment to our
values. Your Company is committed to maintain the highest standards of
Corporate Governance. A Separate section on Corporate Governance
together with a certificate from the Practicing Company Secretary
confirming the compliance of conditions of Corporate Governance as
stipulated in Clause 49 of the listing agreement with the Stock
Exchange is annexed hereto.
The requisite Certificate from the Practicing Company Secretary of the
Company confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49 of the Listing
Agreement is attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report as required under
Clause 49 of the Listing Agreement with the Stock Exchange is annexed
as Annexure-6 to this report.
LISTING OF SECURITIES
The Equity Shares of your Company are listed at Bombay Stock Exchange
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The scrip
code of the Company for the Bombay Stock Exchange Limited is 532038.
The Company has duly paid the listing fee to the aforesaid Stock
Exchange for the financial Year 2015-16.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Considering the nature of business of the Company, energy does not form
a significant portion of the cost for the Company yet wherever possible
and feasible, continues efforts are being put for conservation of
energy and minimizing power cost. Keeping in view of the nature of
business of the Company, no technology is being used.
Details of Foreign Exchange used and earned is as follows: -
Foreign Exchange Earning : Rs. 5,033,569,534
Foreign Exchange outgo : Rs. 169,516,399
STATEMENT OF PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
In terms of the provisions of section 197 (12) of the Companies Act,
2013 read with Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) rules, 2014 information of the employees are
provided as an Annexure-A.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided as an Annexure-A.
DIRECTORS' RESPONSINBILITY STATEMENT Your Directors state that:- a) In
the preparation of the Annual Accounts, the applicable accounting
standards have been followed and there are no material departure from
the same;
b) Appropriate accounting policies have been selected and applied them
consistently and have made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for the period;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; and
d) The Annual Accounts have been prepared on a going concern basis
e) Proper internal financial controls were followed by the Company and
that such internal financial control are adequate and are operating
effectively and;
f) Proper systems are devised to ensure compliance with the provisions
of all applicable laws and that systems are adequate and operating
effectively.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
co-operation extended to the Company by Government, Commercial Banks,
Business Associates, Shareholders, Customers and Executives, Officers
and staff at all level.
For and on behalf of the Board
Sd/- Sd/-
Date : 30.10.2015 (ANIL MONGA) (RAJESH MONGA)
Place : New Delhi Managing Director Whole Time
Director
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