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Directors Report of EMA India Ltd.

Mar 31, 2014

Dear members,

The Directors are pleased to present the Forty-third Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

Operations:

Due to slowdown in economy and heavy competition, the Company could achieve turnover Rs. 214.32 lacs as compared to Rs. 370.82 lacs previous year. The net loss for the year after meeting expenditure and providing for depreciation, the Company has incurred loss of Rs. 23.27 lacs for the year as against Rs. 71.15 lacs during the previous year

Dividend:

In view of the adverse business conditions and current year losses, your Directors are unable to recommend any dividend for the year under review.

Directors:

In accordance with the provisions of Articles of Association of the Company & Section 256 of the Companies Act, 1956 Mr K.D. Gupta and Dr. Atul Kapoor retire from the Board by rotation and being eligible offer themselves for reappointment Your Directors recommend their reappoinment / appointment as Independent Directors under the provisions of new Companies Act, 2013. Mr. M.P. Sharma has been appointed as Additional Director during the year. The Board recommends his appointment as lndependent Director Mr. Alok Nagory has resigned from the directorship of the company.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments & 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 loss of the Company for the year;

(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, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

Auditors:

M/s. B. C. Jain & Co., Statutory Auditors retiring at the ensuing Annual General Meeting, having furnished the requisite certificate U/s 224 (1-B) of the Companies Act. 1956 are eligible for re-appointment.

Secretarial Compliance Certificate:

Pursuant to provison to Section 383A(1) of the Companies Act, 1956, the Secretarial Compliance Certificate for the financial year 2013-14 obtained from the Company Secretary in Practice is attached to the Annual Report.

Cost Auditor:

Vide notification dt 03.06.2011, in exercise of the powers conferred by Section 642(1)(b) read with Section 209(1)(d) of the Companies Act, 1956, the Company has been subjected to Cost Audit by a Cost Accountant to be submitted to the Central Government within 180 days of the close of Company''s financial year 2012-13 after getting it approved by the Board of Directors Now the company is not subject to cost audit under the Companies (Cost Records & Audit) Rule, 2014 it is however, re-appointing Rakesh Misra & Company Cost Accountants subject to applicability of Companies (Cost Records & Audit) Rules 2014 including any amendment or modification thereof.

Disclosure of Additional Information:

There has been no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year and the date of this report.

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

There is no employee, the particulars of which are required to be reported under Section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

Listing of Shares:

The Company''s shares are listed with Bombay Stock Exchange Ltd., Mumbai and the listing fees thereon are regularly paid.

Industrial Relations:

It has been the endeavour of the Company to keep industrial relations cordial.

Acknowledgements:

Your Directors take this opportunity to express their sincere thanks to the Shareholders, Bankers, Customers, Suppliers, Revenue & Administrative Departments and Business Associates for their cordial association & consistent support to the Company and also acknowledge & appreciate the cooperation and contribution by all categories of employees despite adverse business conditions during the year under report.

On behalf of the Board

P.K. BHARGAVA Chairman & Managing Director Place: Kanpur DIN No 00268103 Dated: 31.07.2014


Mar 31, 2013

TO THE MEMBERS :

The Directors are pleased to present the Forty-second Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

Operations :

Due to slowdown in economy and heavy competition, the Company could achieve gross turnover of Rs. 356.72 lacs as compared to Rs. 512.63 lacs previous year. The net loss for the year after meeting expenditure and providing for depreciation, Rs. 89.28 lacs for the year as against Rs 10.60 lacs during the previous year.

Dividend :

In view of the adverse business conditions and current year losses, your Directors are unable to recommend any dividend for the year under review.

Directors :

In accordance with the provisions of Articles of Association of the Company & Section 256 of the Companies Act, 1956, Mr. Alok Nagory and Ms. Rakshita Bhargava retire from the Board by rotation and being eligible offers themselves for reappointment. Your Directors recommend their reappointment.

Directors'' Responsibility Statement :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments & 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 loss of the Company for the year;

(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, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the Annual Accounts on a ''going concern'' basis.

Auditors :

M/s. B.C. Jain & Co., Statutory Auditors retiring at the ensuing Annual General Meeting, having furnished the requisite certificate U/s 224 (1-B) of the Companies Act, 1956 are eligible for re-appointment.

Secretarial Compliance Certificate :

Pursuant to proviso to Section 383A(1) of the Companies Act, 1956, the Secretarial Compliance Certificate for the financial year 2012-13 obtained from the Company Secretary in Practice is attached to the Annual Report.

Cost Auditor :

Vide notification dt 03.06.2011, in exercise of the powers conferred by Section 642(1 )(b) read with Section 209(1 )(d) of the Companies Act, 1956, the Company has been subjected to Compliance Report by a Cost Accountant to be submitted to the Central Government within 180 days of the close of Company''s financial year 2012-13 after getting it approved by the Board of Directors. The Compliance Report of the Cost Accountant engaged by the Company for this purpose is under process. The Company has now been subjected to regular Cost Audit under the provisions of the Companies Act, 1956 w.e.f. 01.04.2012.

Disclosure of Additional Information :

There has been no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year and the date of this report.

The Company''s joint venture EMA Megatherm Induction Equipments Private Limited could not commence any business activity since its inception. Accordingly the Company has decided to shutdown the above company.

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

There is no employee, the particulars of which are required to be reported under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

Listing of Shares :

The Company''s shares are listed with Bombay Stock Exchange Ltd., Mumbai and the listing fees thereon are regularly paid.

Industrial Relations :

It has been the endeavour of the Company to keep industrial relations cordial.

Acknowledgements :

Your Directors take this opportunity to express their sincere thanks to the Shareholders, Bankers, Customers, Suppliers, Revenue & Administrative Departments and Business Associates for their cordial association & consistent support to the Company and also acknowledge & appreciate the cooperation and contribution by all categories of employees despite adverse business conditions during the year under report.

By Order of the Board

P. K. BHARGAVA

Place : Kanpur Chairman & Managing Director

Date : 28.05.2013


Mar 31, 2012

TO THE MEMBERS:

The Directors are pleased to present the Forty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2012.

Operations:

During the financial year under review, the Company with its efforts for affective remedial measures, cost reduction, improvement in operational efficioncies &assets utilization could achieve better business conditions as compared to previous year. The Company had also disposed off the vacant / Unutilized land and building of Plant shuated at 19th Km Stone, Village Maharalpur. P.O. Tatiyagaraj, G.T. Raod, Mandhana, Kanpur of the best available market price. with these efforts and continuing adverse business conditions, the company during the year 2011-12, achieved a turnover of Rs. 512.63 lacs as against Rs. 470.23 lacs in the previous year and the net book loss before tax for the year could be brought down to Rs. 10.60 lacs as against Rs. 135.94 lacs during the previous year.

Dividend:

In view of the adverse business conditions and slow down in the industry and to conserve resouces for the business requirements, your Directors do not recommend any dividend for the year under review.

Directors:

In accordance with the provisions of Articles of Association of the Company & Section 256 of the Companies Act, 1956, Dr. G.N. Mathur and Mr. K.D Gupta retires from the Board by rotation and being eligible offers thenselves for reappointment. Your Directors recommend their reappointment.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments & 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 loss of the Company for the year;

(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, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

Auditors & Auditors Report:

M/s. B.C. Jain & Co., Statutory Auditors retiring at the ensuing Annual General Meeting, having furnished the requisite certificate U/s 224 (1-B) of the Companies Act, 1956 are eligible for re-appointment. The proposal for their reappointment is included in the notice for Annual General Meeting sent herewith.

Secretarial Compliance Certificate:

Pursuant to proviso to Section 383A(1) of the Companies Act, 1956, the Secretarial Compliance Certificate for the financial year 2011-12 obtained from the Company Secretary in Practice is attached to the Annual Report.

Cost Auditor:

Vide notification dt 03.05.2011, in exercise of the powers conferred by Section 642(1)(b) read with section 209(1)(d) of the Companies Act, 1956, the Company has been subjected to Compliance Report by a Cost Accountant to be submitted to the Central Government within 150 days of the close of Company's financial year 2011-12 after getting it approved by the Board of Directors. The Compliance Report of the Cost Accountant enagaged by the Company for this purpose is under process. The Company has now been subjected 10 regular Cost Audit Under the Provisions of the Companies Act, 1956 w.e.f. 01.04.2012.

Disclosure of Additional Information:

There has been no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year and the date of this report.

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

There is no employee, the particulars of which are required to be reported under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

Listing of Shares:

The Company's shares are listed with Bombay Stock Exchange Ltd., Mumbai and the listing fees thereon are regularly paid.

Industrial Relations:

The industrial relations during the year under report remained cordial.

Acknowledgements:

Your Directors take this opportunity to express their sincere thanks to the Shareholders, Bankers, Customers, Suppliers, Revenue & Administrative Departments and Business Associates for their cordial association & consistent support to the Company and also acknowledge & appreciate the cooperation and contribution by all categories of employees despite adverse business conditions during the year under report.

By Order of the Board

Place : Kanpur P.K. BHARGAVA

Date : 29.05.2012 Chairman & Managing Director


Mar 31, 2011

TO THE MEMBERS:

The Directors are pleased to present the Fortieth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31 st March 2011.

Operations:

During the financial year under review, the Company faced adverse business conditions for fourth successive financial year. The best way to survive in this situation was to take effective remedial measure and the Company continued to focus its attention on cost reduction efforts, improvement in operational efficiencies & assets utilization as well as to conserve cash for financial safe guard. With these efforts, though the Company could achieve a turnover of Rs. 47.02 million during the year 2010-11 as against Rs. 35.33 million in the previous year yet the net loss of the Company was Rs 9.25 million during the year 2010-11 as against Rs. 7.42 million in the previous year. However order booking look very encouraging for current financial year.

Dividend:

In view of the operational loss during the year and in order to conserve resources to meet the business requirements, your Directors do not recommend any dividend for the year under review.

Directors:

In accordance with the provisions of Articles of Association of the Company & Section 256 of the Companies Act, 1956, Dr. Atul Kapoor retires from the Board by rotation and being eligible offers himself for reappointment. Your Directors recommend his reappointment.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed except as given elsewhere in this report;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments & 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 loss of the Company for the year;

(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, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

Auditors & Auditors Report:

M/s. B.C. Jain & Co., Statutory Auditors retiring at the ensuing Annual General Meeting .having furnished the requisite certificate U/s 224 (1 -B) of the Companies Act, 1956 are eligible for re-appointment. The proposal for their reappointment is included in the notice for Annual General Meeting sent herewith.

In respect of observation made by the Auditors in their report, your directors wish to state that it has been decided to continue LIC Group Gratuity cum Life Assurance Fund. However in view of losses, incremental gratuity liability towards past services due to enhancement of limits has not been provided for and shall be met as and when arise.

Secretarial Compliance Certificate:

Pursuant to proviso to Section 383A(1) of the Companies Act, 1956, the Secretarial Compliance Certificate for the financial year 2010-11 obtained from the Company Secretary in Practice is attached to the Annual Report.

Disclosure of Additional Information:

There has been no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year and the date of this report.

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

The particulars of employees as required to be reported under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, are set out in the Annexure to the Directors' Report. However as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts excluding the aforesaid information are being sent to all the shareholders of the Company. Any shareholder desirous of obtaining such particulars may write to the Company at the Registered Office of the Company.

Listing of Shares:

The Company's shares are listed with Bombay Stock Exchange Ltd., Mumbai and the listing fees thereon are regularly paid.

Industrial Relations:

The industrial relations during the year under report remained cordial.

Acknowledgements:

Your Directors take this opportunity to express their sincere thanks to the Shareholders, Bankers, Customers, Suppliers, Revenue & Administrative Departments and Business Associates for their cordial association & consistent support to the Company and also acknowledge & appreciate the cooperation and contribution by all categories of employees despite adverse business conditions during the year under report.

On behalf of the Board P. K. BHARGAVA Chairman & Managing Director

Place : Kanpur Date : 17.05.2011


Mar 31, 2010

The Directors are pleased to present the Thirty-ninth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31s1 March 2010.

Operations :

During the financial year under review, the Company had faced adverse business conditions for third successive financial year. The best way to survive in this situation was to take effective remedial measure and the Company continued to focus its attention on cost reduction efforts, improvement in operational efficiencies & assets utilization as well as conserve cash for financial safeguard and improve its margins. With these efforts, though the Company could achieve a turnover of Rs. 35.33 million during the year 2009-10 as against Rs. 62.60 million in the previous year yet the net loss of the Company was reduced to Rs 7.42 million as against Rs. 11.34 million in the previous year.

However with the revival of Auto industry, the trend of enquiries and order booking are very encouraging for current financial year.

As reported last year, in its endeavour to develop economical, new & innovative products & explore new market, your company has entered into a new Joint Venture with another well renowned manufacturing company namely Megatherm Electronics Pvt. Ltd., Kolkata and is hopeful of getting benefited with their expertise & market potential for future growth of the Company.

Dividend :

In view of the operational loss during the year and in order to conserve resources to meet the business requirements, your Directors do not recommend any dividend for the year under review.

Directors :

In accordance with the provisions of Articles of Association of the Company & Section 256 of the Companies Act, 1956, Ms. Rakshita Bhargava retires from the Board by rotation and being eligible offers herself for reappointment. Your Directors recommend her reappointment.

Directors Responsibility Statement :

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

I. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

II. That the Directors have 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 at the end of the financial year and of the loss of the Company for the year;

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, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. That the Directors have prepared the Annual Accounts on a going concern basis.

Auditors :

Messers B.C. Jain & Co., Statutory Auditors retiring at the ensuing Annual General Meeting .having furnished the requisite certificate U/s 224 (1 -B) of the Companies Act, 1956 are eligible for re-appointment. The proposal for their reappointment is included in the notice for Annual General Meeting sent herewith.

Secretarial Compliance Certificate :

Pursuant to proviso to Section 383A(1) of the Companies Act, 1956, the Secretarial Compliance Certificate for the financial year 2009-10 obtained from the Company Secretary in Practice is attached to the Annual Report.

Disclosure of Additional Information:

There has been no material change and commitment affecting the financial position of the Company which has occurred between end of the financial year and the date of this report.

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the annexure to the Report.

The particulars of employees as required to be reported under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, are set out in the Annexure to the Directors Report. However as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts excluding the aforesaid information are being sent to all the shareholders of the Company. Any shareholder desirous of obtaining such particulars may write to the Company at the Registered Office of the Company.

Listing of Shares:

The Companys shares are listed with Bombay Stock Exchange Ltd., Mumbai and the listing fees thereon are regularly paid.

Industrial Relations:

The industrial relations during the year under report remained cordial.

Acknowledgements:

Your Directors take this opportunity to express their sincere thanks to the Shareholders, Bankers, Customers, Suppliers, Revenue & Administrative Departments and Business Associates for their cordial association & consistent support to the Company and also acknowledge & appreciate the cooperation and contribution by all categories of employees despite adverse business conditions during the year under report.

On behalf of the Board

Place : Kanpur P. K. BHARGAVA

Date : 29.04.2010 Chairman & Managing Director

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