Directors Report of Emmbi Industries Ltd.

Mar 31, 2018

The Members,

Emmbi Industries Limited

The Directors have pleasure in presenting the 24th Annual Report of your Company and the Audited Accounts for the year ended 31st March, 2018. Your Company has recorded yet another year of good performance, in its operations. The highlights of the results are set out below:

FINANCIAL RESULTS (Rs. IN MILLION)

Particulars	Year ended on 31 March 2018	Year ended on 31 March 2017
Gross Sales	2789.83	2409.89
Less: GST Recovered	(207.21)	0.00
Net Sales	2582.62	2409.89
Other income	1.08	0.90
Total revenue	2583.69	2410.79
Expenditure	2378.55	2238.58
Profit before tax	205.14	172.21
Tax expenses	52.52	47.86
Profit after Tax	152.62	124.35*
Expenses of earlier year	0.00	0.00
Balance	152.62	124.35
Balance brought forward	394.96	283.57
Profit available for appropriation
Excess provision of dividend tax credited	0.00	0.00
Add : Excess Provision of Taxes of earlier years 0.00		0.00
Less : Mat Credit Utilised in earlier years	0.00	0.00
Balance available for appropriation
Appropriations:
Adjustment relating to fixed assets	0.00	0.00
Adjustment with other Equity	(4.11)	(2.30)
Proposed Dividend / Paid	(8.85)	(8.85)
Distribution tax on Dividend	(1.80)	(1.82)
Closing Balance of retained earnings	532.82	394.96

OPERATIONS

During the year under review, your Company has achieved gross Revenue from Operations and the Income aggregating to Rs. 2789.83 million as against 2409.89 million during the previous year, registering an increase of about 15.77% over the previous year. Profit after providing for taxes is Rs. 152.62 million as against Rs. 124.35 million during the previous year, registering an increase of about 22.73% over the previous year There is no change in the nature of business of the Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.50 per share of the face value of Rs. 10/- each for the year ended on 31st March, 2018 (Rs. 0.50 per share for the previous year) subject to the Members’ approval. The dividend payment amounts to Rs. 8.85 Million. In addition Rs. 1.82 Million is payable towards distribution tax on dividend.

TRANSFER TO RESERVES

Out of the Total Profit After Tax of Rs. 152.62 Million for the financial year, NIL amount is proposed to be transferred to the General Reserve.

EXPORTS

Value of Exports during the year under review were Rs. 1192.87 million as against Rs. 1080.87 million. Exports in the current financial year contributed to 42.76% in the net sales. Company has expanded its presence in 56 countries which has resulted healthy growth in the territory of operation.

HUMAN RESOURCE DEVELOPMENT

We continue to align the skill sets and capabilities of our current workforce, and the talent available in the market with the organization’s ongoing and future business plans, to maximize return on investment and secure continual success. We also emphasise this through the blue colour in the company’s logo, as it reflects the loyalty and trust that we bring to our blue collared workforce.

Your Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork. This is reflective of its staff right from the factory to the corporate office. We have started various self-development initiatives that includes relevant training programmes and seminars, that addresses the needs of the workforce as well as the senior management.

Our continued self-development initiatives include relevant training programmes and seminars, that addresses the needs of the workforce as well as the senior management.

In order to achieve the improvement in the manufacturing, company has adopted the concepts of Lean manufacturing. We are successfully practicing the same and the result can be seen in the increase of defect free production in year after year. The efforts of Lean Enterprise Management has led to higher productivity and increased profitability.

The above initiatives and our continuous adherence to strict quality standards has created tangible as well as intangible benefits to strengthen brand Emmbi.

AUDITORS

M/s. R. Daliya & Associates, Chartered Accountants (Firm Registration No. 102060W), statutory auditors of the Company were appointed for a period of 5 years at the 23rd Annual General Meeting as statutory auditors till the conclusion of 28th Annual General Meeting subject to ratification at every Annual General Meeting. Accordingly, resolution seeking member’s approval for ratification of the appointment of M/s. R. Daliya & Associates, Chartered Accountants as Statutory Auditors forms part of the Notice convening the Annual General Meeting. They have submitted written confirmation to the Company, that their appointment is in conformity with the limits specified under Section 139 of the Companies Act, 2013.

OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR

There are no qualifications, reservations or adverse remarks contained in the Auditors Report. However, the Secretarial Auditor has made one observation in the Secretarial Auditor Report. For secretarial audit report kindly refer Annexure 3 which forms part of the Board Report.

Following is the observation made by Secretarial Auditor in the Secretarial Audit Report:

During the period under review the Company has complied with the provisions of the Companies Act, Rules, Regulations, Guidelines and Listing Regulations as amended from time to time except the following:

Auditors Observation

Reply of Management

During the period under review, Mr. Sanjay Rathi (Din: 00022432), Non-executive Independent director became disqualified under section 164(2) of the Companies Act, 2013 and has stepped down from the post of Directorship of the company w.e.f. 9th October, 2017. Consequent to the above resignation, the constitution of Nomination and Remuneration committee falls short of One Independent Director for the period from 9th October 2017 to 31st March 2018.

The Company has appointed Mr. Rama Krishnan (Din: 00546256) with effect from 31st March, 2018 and complied with the respective provision of Companies Act, 2013 and Listing regulations.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED

BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND

THE DATE OF THE REPORT.

Your Directors further state that there are no material changes and commitment affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial statements relate and the date of the Report.

DEPOSITS FROM PUBLIC

During the financial year under review, the Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from Public was outstanding as on the date of the Balance Sheet.

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

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit ofthe company for the year ended on that date;

(iii) the directors have taken proper and sufficient care 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;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors, further state that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and

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

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

BOARD MEETINGS

During the year under review, Four (4) Board Meetings were convened and held. Detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance, which forms part of this Annual Report. The intervening gap between the meetings

AUDIT COMMITTEE

The Board has re-constituted Audit Committee as under due to resignation of Mr. Sanjay Rathi on 9th October 2017:

Mr. Prashant Lohiya, Independent Director as Chairman Dr. Venkatesh Joshi, Independent Director, as a member Mr. Rama Krishnan, Independent Director, as a member Mrs. Rinku Appalwar, Executive Director as a member

More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has re-constituted Nomination and Remuneration Committee as under due to resignation of Mr. Sanjay Rathi on 9th October 2017:

Mr. Prashant Lohiya, Independent Director as Chairman Dr. Venkatesh Joshi, Independent Director as a member Mr. Rama Krishnan, Independent Director as a member

The Company has defined the policy on Director’s appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director. The nomination & remuneration policy adopted by the Company has been posted on the Company’s website www.emmbi.com.

More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Board has re-constituted Stakeholders’ Relationship Committee as under due to resignation of Mr. Sanjay Rathi on 9th October 2017:

Mr. Prashant Lohiya, Independent Director as Chairman Dr. Venkatesh Joshi, Independent Director as a member Mr. Rama Krishnan, Independent Director as a member Mrs. Rinku Appalwar, Executive Director as a member.

More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has re-constituted Corporate Social Responsibility Committee as under due to resignation of Mr. Sanjay Rathi on 9th October 2017:

Dr. Venkatesh Joshi, Independent Director as Chairman Mr. Rama Krishnan, Independent Director as a member Mr. Prashant Lohiya, Independent Director as a member Mrs. Rinku Appalwar, Executive Director as a member.

The Corporate Social Responsibility Policy is available on the Company’s website www.emmbi.com. The Terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, and attendance of the Directors are given separately in the attached Corporate Governance Report. Details of amount spent on CSR activities during the financial year 2017-18 is attached and forms part of the Board Report as Annexure 4.

More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

LOANS, GUARANTEE & INVESTMENTS

The Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

1. CONSERVATION OF ENERGY:

a. Steps are taken to institutionalized process of identifying and understanding increase and decrease in energy use by monitoring energy consumption trends to determine future energy use when planning future changes in the business and diagnose specific areas of wasted energy.

b. Significant reductions in energy consumption and cost of production of goods have been observed by the implementation of above referred measures.

c. Implementation of referred measures have resulted in increased facility reliability as well as improved equipment performance.

2. TECHNOLOGY ABSORPTION:

(A) Research and Development:

The Silvassa unit of the company located at 99/2/1&9, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi Village, U. T. of Dadra & Nagar Haveli Silvassa 396 230 was accorded In-house R&D recognition from DSIR, Ministry of Science & Technology, Govt. of India, New Delhi.

Since Inception of the company and in pursuit of R & D endeavors the company is regularly incurring expenditure on R & D on the following activities

- Design and Development of New Products;

- Continuous improvement of existing products for enhanced durability and performance;

- Product optimization using advanced technology;

- Testing and adaptation of New Materials ;

- New processes, up gradation & production process improvement of existing processes;

- Redesigning of the manual processes in to Automation;

- Environment compliance by products and processes.

(B) Benefits:

Benefits derived as a result of R & D: It has resulted in the improvement of quality of the products and reduced operation cost. Up gradation of products to the new requirements has been possible because of R & D done in the company on a continuous basis. This has resulted into enhanced customer satisfaction, new business opportunities, reduced costs, higher quality and adapting the latest technologies.

(C) Future Plan of action:

Future R&D efforts will continue along similar lines, as at present, but with more focus, thrust and endeavors.

(D) Expenditure on R&D:

The expenditure on R&D activities incurred during the year is given hereunder:

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has continued to maintain focus and avail of export opportunities based on economic considerations. During the year the Company has exports (FOB value) worth Rs. 1096.51 millions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. Makrand M. Appalwar (DIN 00171976), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

The following are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013:

Sr. No.	Name of the Person	Designation
1	Mr. Makrand Appalwar	Chairman & Managing Director
2	Mrs. Rinku Appalwar	Chief Financial Officer
3	Mr. Kaushal Patvi	Company Secretary

CHANGES IN DIRECTORS

Mr. Sanjay Rathi resigned as an Independent Director from the Board of the Company w.e.f. 9th October, 2017 and Mr. Rama Krishnan was appointed as an Independent Director on the Board of the Company w.e.f. 31st March, 2018.

BOARD PERFORMANCE

The performance evaluation of the non- executive directors is done by the Board annually. This evaluation is based on the attendance and contribution of the member at the board/committee meetings. The process also considers core competency, expertise, personnel characteristic and specific responsibility of the concerned Director.

The performance evaluation of the Chairman & Managing Director and the Chief Financial Officer was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the entire evaluation procedure.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 seeks to protect women colleagues against sexual harassment at their work place. The internal committee constituted under the said act has confirmed that no complaint/case has been filed/pending with the Company during the year

RELATED PARTY TRANSACTIONS

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(3) of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form No. MGT 9, as provided under sub-section (3) of Section 92 of the Companies Act, 2013, forms part of the Board’s Report as Annexure 1.

RISK MANAGEMENT POLICY

A statement including development and implementation of a risk management policy for the Company is attached and forms a part of the Board’s Report as Annexure 2.

SECRETARIAL AUDIT

As required under Section 203 of the Companies Act, 2013 Secretarial Audit Report as obtained from M/s. Sanjay Dholakia & Associates, Practising Company Secretary is attached and forms part of the Board Report as Annexure 3.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has a wholly owned subsidiary in the name of Emmbi Scandinavia Aps and form AOC-1 forms a part of the Board’s Report and is attached as Annexure 5. Due to operational reasons the Company is the process of winding up of Emmbi Scandinavia Aps and appropriate disclosures will be made by the Company as and when required.

MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the year ended March 31, 2018 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company before the 24th Annual General Meeting and upto the date of the ensuing Annual General Meeting during the business hours on working days.

The Company doesn’t have any employee falling within the preview of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no such details to be provided.

NTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineates the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (“the Code of Conduct”) commits Management to financial and accounting policies, systems and processes. The Corporate Governance Policies and the Code of Conduct stand widely communicated across your Company at all times.

Your Company’s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time.

The systems, Standard Operating Procedures and controls are reviewed by Management. These systems and controls are audited by Internal Audit and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation. Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Your Company has adopted Indian Accounting Standards (“Ind AS”) for the accounting period beginning on 1st April, 2017 pursuant to Ministry of Corporate Affairs Notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy in place for vigil mechanism. The said policy has been formulated keeping in view of the amendments in the Companies Act, 2013 and Listing Regulations. The said policy may be referred to, at the Company’s official website, www.emmbi.com.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from Practicing Company Secretary on Corporate Governance as stipulated in the Listing Regulations is annexed thereto. In respect of the observation made by the auditor, the company has appointed Mr. Rama Krishnan and complied with the requisite regulation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management discussion and analysis report has been attached to this report and forms a part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the investors, customers, dealers, distributors, vendors, suppliers, stock exchanges, banks, financial institutions, Export Promotion Councils, Trade Bodies, Regulators such as SEBI, BSE, NSE, ROC, RBI, etc, Central and State Government authorities, other Semi Government & local authorities, Administration of Union Territory of Dadra & Nagar Haveli and business associates at all levels during the year under review.

The Directors also wish to place on record their deep appreciation for the committed services and excellent work done by the employees of the Emmbi Family at all levels during the year.

For and on behalf of the Board of Directors

Place: Mumbai Makrand Appalwar

Date: 29th May, 2018 Chairman & Managing Director

DIN:00171950

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Mar 31, 2015

Dear Members,

The Directors are presenting the 21st Annual Report of your Company and the Audited Accounts for the year ended 31st March, 2015.

Your Company has posted yet another year of good performance, in its operations. The highlights of the results are set out below:

FINANCIAL RESULTS

(Rs. in Millions)

Particulars Year ended on Year ended on 31st March, 2015 31st March, 2014

Gross Sales 1,929.10 1,680.32

Less: Excise Duty 90.88 89.82

Net Sales 1,838.22 1,590.50

Other income 5.55 0.59

Total revenue 1,843.78 1,591.09

Expenditure 1,761.06 1,528.93

Profit before tax 82.72 62.16

Tax expenses 23.07 18.82

Profit after Tax 59.65 43.34

Expenses of earlier year — —

Balance 59.65 43.34

Balance brought forward 132.37 94.21

Profit available for appropriation 192.02 137.55

Excess provision of dividend tax credited — —

Add : Excess Provision of Taxes of earlier years — —

Less : Mat Credit Utilised in earlier years — —

Balance available for appropriation 192.02 137.55

Appropriations:

Adjustment relating to fixed assets -0.93 —

Proposed Dividend 5.31 4.42

Distribution tax on Dividend 1.06 0.75

Balance carried to Balance Sheet 184.73 132.37

OPERATIONS

During the year under review, your Company has achieved Revenue from Operations and the Income aggregating to Rs. 1,843.78 million as against Rs. 1,591.09 million during the previous year, registering an increase of about 16% over the previous year. Profit after providing for taxes is Rs. 59.65 million as against Rs. 43.34 million during the previous year, registering an increase of about 38% over the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.30 per share of the face value of Rs. 10/- each for the year ended on 31st March, 2015 (Rs. 0.25 per share for the previous year) subject to the Members' approval. The dividend payment amounts to Rs. 5.31 Million. In addition Rs. 1.06 Million is payable towards distribution tax on dividend.

TRANSFER TO RESERVES

Out of the Total Profit After Tax of Rs. 59.65 million for the financial year, NIL amount is proposed to be transferred to the General Reserve.

EXPORTS

Value of Exports during the year under review were Rs. 1,019.91 million as against Rs. 867.43 million that is a net year on Year Growth of around 18%. Exports in the current financial year contributed to 55% in the net sales. Company has expanded its presence in 51 countries from 45 Countries in the previous year which has resulted healthy growth in the territory of operation.

HUMAN RESOURCE DEVELOPMENT

As a manufacturer we understand, and appreciate the value of human capital, and in its development. We continue to align the skill sets and capabilities of our current workforce, and the talent available in the market with the organization's ongoing and future business plans, to maximize return on investment and secure continual success. We also emphasise this through the blue colour in the company's logo, as it reflects the loyalty and trust that we bring to our blue collared workforce.

The human resource philosophy and strategy of your company has been designed to attract and retain the best talent on offer. In practice it creates and nurtures work place challenges that keep employees engaged, motivated and innovative.

A robust manpower planning process ensures that all steps from business requirements to sourcing and staffing are seamlessly aligned.

Your Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork. This is reflective of its staff right from the factory to the corporate office.

We have started various self-development initiatives that includes relevant training programmes and seminars, that addresses the needs of the workforce as well as the senior management.

Company has taken a membership of Sedex which is an internationally acclaimed web exchange for the information interchange about the ethical practices and safety issues towards the people working in the company. Your company has also prepared a model code of conduct for the behavior with employees inspired from the ETI model code of conduct.

QUALITY INITIATIVES

"Manufacturing" is the heart of Emmbi's activities.

In order to achieve the improvement in the manufacturing, company has adopted the concepts of Lean manufacturing. We are successfully practicing the same and the result can be seen in the in the increase of defect free production in year after year.

The Company is in the process of implementing Lean Enterprise Management throughout the organisation. We anticipate that this would increase productivity and profitability in the coming years.

The above initiatives and our continuous adherence to strict quality standards has created tangible as well as intangible benefits to strengthen brand Emmbi.

AUDITORS

M/s. K. J. Shah & Associates, Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits as specified in Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR

There are no qualifications, reservations or adverse remarks contained in the Auditors Report and Secretarial Audit Report and therefore, there are no further explanations to be provided for in this Report.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Your Directors further states that there are no material changes and commitment affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial statements relate and the date of the Report.

PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits from the public and there are no outstanding fixed deposits from the public as on 31st March, 2015.

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

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit of the company for the year ended on that date;

(iii) 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 directors have prepared the annual accounts on a going concern basis;

(v) the directors, further state that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and

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

BOARD PERFORMANCE

The performance evalution of the non- executive directors is done by the Board annually. This evalution is based on the attendance and contri bution of the member at the board/committee meetings. The process also considers core competency, expertise, personnel characteristic and specific responsibility of the concerned Director.

The performance evalution of the Chairman & Manging Director and the Chief Financial Officer was carried out by the Independent Directors. The Board of Directors experssed their satisfaction with the entire evalution procedure.

BOARD MEETINGS

During the year under review, Five (5) Board Meetings were convened and held. Detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance, which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the listing agreement entered into with the stock exchanges.

AUDIT COMMITTEE

The Board has constituted the Audit Committee which comprises of Mr. Sanjay Rathi, Independent Director as Chairman and Mr. Prashant Lohiya, Independent Director, Dr. Venkatesh Joshi, Independent Director, Mrs. Rinku Appalwar, CFO as the members. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

A Corporate Social Responsibility Committee was constituted on 27th May, 2014 with Dr. Venkatesh Joshi, Independent Director as Chairman and Mr. Sanjay Rathi, Independent Director, Mr. Prashant Lohiya, Independent Director, Mrs. Rinku Appalwar, CFO as the members. The Committee met during the year on 14th February, 2015 to finalize the Corporate Social Responsibility Policy. The Policy was approved by the Board on 14th February, 2015, is available on the Company's website www.emmbiindustries.com. The Terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, and attendance of the Directors are given separately in the attached Corporate Governance Report.

The Company wishes to inform the members that it is well aware of its responsibility towards fulfilling its social responsibility. Towards this initiative we have formed "Emmbi Foundation Trust" and the spending on the Corporate Social Activities will be carried through the Emmbi Foundation Trust (we are awaiting registration formalities). Further the obligations towards the Corporate Social Activities will be complied in the coming financial year i.e., 2015-2016 (including that relevant for the previous financial year i.e., 2014-2015) and accordingly the required disclosures will be made in the next financial year.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 which comprises of Mr. Sanjay Rathi, Independent Director as Chairman and Mr. Prashant Lohiya, Independent Director, and Dr. Venkatesh Joshi, Independent Director as the members. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report. The Company has defined the policy on Director's appointment and payment of remuneration including criteria for determining qualifications, positive attributes, independence of a Director. The nomination & remuneration policy adopted by the Company has been posted on the Company's website www.emmbiindustries.com.

LOANS, GUARANTEE & INVESTMENTS

The Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

1. CONSERVATION OF ENERGY:

a. Steps are taken to institutionalized process of identifying and understanding increase and decrease in energy use by monitoring energy consumption trends to determine future energy use when planning future changes in the business and diagnose specific areas of wasted energy.

b. Significant reductions in energy consumption and cost of production of goods have been observed by the implementation of above referred measures.

c. Implementation of referred measures have resulted in increased facility reliability as well as improved equipment performance.

2. TECHNOLOGY ABSORPTION:

(A) Research and Development:

Since Inception of the company and in pursuit of R & D endeavors the company is regularly incurring expenditure on R & D on the following activities

* Design and Development of New Products;

* Continuous improvement of existing products for enhanced durability and performance;

* Product optimization using advanced technology;

* Testing and adaptation of New Materials ;

* New processes, up gradation & production process improvement of existing processes;

* Redesigning of the manual processes in to Automation;

* Environment compliance by products and processes.

(B) Benefits:

Benefits derived as a result of R & D: It has resulted in the improvement of quality of the products and reduced operation cost. Up gradation of products to the new requirements has been possible because of R & D done in the company on a continuous basis. This has resulted into enhanced customer satisfaction, new business opportunities, reduced costs, higher quality and adapting the latest technologies.

(C) Future Plan of action:

Future R&D efforts will continue along similar lines, as at present, but with more focus, thrust and endeavours. The company is planning to apply to Government of India for recognition of its Research & Development activities at Silvassa under "In-house R&D Centre" during the current year.

(D) Expenditure on R&D:

Since Inception of the Company and in pursuit of R & D endeavors the Company is regularly incurring expenditure on R & D, the same is reflected in the Annual accounts clubbed with regular heads of account in balance sheet.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has continued to maintain focus and avail of export opportunities based on economic considerations. During the year the Company has exports (FOB value) worth Rs. 962.50 millions.

(Rs. In Millions)

Particulars 2014-15 2013-14

Foreign exchange earnings 962.50 811.32

Foreign exchange outgo 37.55 36.62

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. (Mrs.) Mitravinda Appalwar (DIN: 02716731), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company. She does not offer herself for re-appointment.

The following are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013:

Sr. No. Name of the Person Designation

1 Mr. Makrand Appalwar Chairman & Managing Director

2 Mrs. Rinku Appalwar Chief Financial Officer

3 Mr. Kaushal Patvi Company Secretary

RISK MANAGEMENT POLICY

A statement including development and implementation of a risk management policy for the Company is attached to the Directors Report and forms a part of the Annual Report.

RELATED PARTY TRANSACTIONS

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(3) of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form No. MGT 9, as provided under sub-section (3) of Section 92 of the Companies Act, 2013, annexed herewith Board report.

The Board of Directors have appointed M/S Sanjay Dholakia and Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2014-2015 as required under section 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit report for the financial year 2014-2015 forms part of the Directors' Report as Annexure 2.

MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2015 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office and the Corporate Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company before the 21st Annual General Meeting and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an adequate system of internal control procedures which is commensurate with the size and nature of its business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company. The Company has one associate company in the name of Global Bag sro. Details of the same is given in Annexure 1 to Directors' Report.

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy in place for vigil mechanism. The said policy has been formulated keeping in view of the amendments in the Companies Act, 2013 and Clause 49 of the Listing Agreement. The said policy may be referred to, at the Company's official website, www.emmbiindustries.com.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management discussion and analysis report has been attached to this report and forms a part of this report.

Your Directors would like to express their appreciation for the assistance and co-operation received from the shareholders, customers, dealers, suppliers, banks, financial institutions, Export Promotion Council, Government authorities, other semi Government & local authorities, Administration of Union Territory of Dadra & Nagar Haveli, Stock Exchanges and business associates at all levels during the year under review.

The Directors also wish to place on record their deep appreciation for the committed services and excellent work done by the employees of the Emmbi family at all levels during the year.

For and on behalf of the Board of Directors

Place: Mumbai Makrand Appalwar Date: 28th May, 2015 Chairman & Managing Director DIN:00171950

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twentieth Annual Report and the Audited Financial Statements for the year ended 31st March, 2014.

Particulars Year ended Year ended on 31st March on 31st March 2014 2013 (Rs.in Millions) (Rs.in Millions)

Gross Sales 1680.32 1474.72

Less: Excise Duty 89.82 72.81

Net Sales 1590.50 1401.91

Other income 0.59 0.32

Total revenue 1591.09 1402.23

Expenditure 1528.93 1354.01

Profit before tax 62.16 48.22

Tax expenses 18.82 15.80

Profit after Tax 43.34 32.42

Expenses of earlier year ---- ----

Balance 43.34 32.42

Balance brought forward 94.21 67.02

Profit available for appropriation 137.55 99.44

Excess provision of dividend tax credited ----- ----

Add : Excess Provision of Taxes 0.00 0.19 of earlier years

Less : Mat Credit Utilised in 0.00 1.31 earlier years

Balance available for appropriation 137.55 98.32

Appropriations:

Proposed Dividend 4.42 3.54

Distribution tax on Dividend 0.75 0.57

Balance carried to Balance Sheet 132.37 94.21

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.25 per share of the face value of Rs. 10/- each for the year ended on 31st March, 2014 (Rs. 0.20 per share for the previous year) subject to the Members'' approval. The dividend payment amounts to Rs.4.42 Million. In addition Rs. 0.75 Million is payable towards distribution tax on dividend.

OPERATIONS

During the year under review, your Company has achieved Revenue from Operations and other Income aggregating to Rs. 1591.09 million as against Rs. 1402.23 million during the previous year, registering an increase of about 13% over the previous year. Profit after providing for taxes is Rs. 43.34 million as against Rs.32.42 million.

EXPORTS

F.O.B Value of Exports during the year under review were Rs. 811.32 million as against Rs. 584.99 million that is a net year on Year Growth of around 38.69%. Exports in the current financial year contributed to 54.54% in the net sales. Company has expanded its presence in 45 countries from 38 Countries in the previous year which has resulted healthy growth in the territory of operation.

HUMAN RESOURCE DEVELOPMENT

The human resource philosophy and strategy of your company has been designed to attract and retain the best talent on offer. In practice it creates and nurtures work place challenges that keep employees engaged, motivated and innovative.

A robust manpower planning process ensures that all steps from business requirements to sourcing and staffing are seamlessly aligned.

Your Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork.

Company has taken a membership of Sedex which is an internationally acclaimed web exchange for the information interchange about the ethical practices and safety issues towards the people working in the company. Your company has also prepared an model code of conduct for the behavior with employees Inspired from the ETI model code of conduct.

QUALITY INITIATIVES

Manufacturing activity is at heart of "Emmbi''s activities".

In order to achieve the improvement in the manufacturing company has adopted the concepts of Total Productive Maintenance (TPM). We are successfully practicing the same and the result can be seen in the in the increase of defect free production in year after year.

Emmbi is conducting seminars and various training programs. We are confident this initiative will yield a great deal of benefit in Company''s operations in the coming year.

DIRECTORS

In accordance with the Articles of Association of the Company and in view of the provisions of Section 152 of the Companies Act, 2013, Mrs. Rinku Appalwar, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. As required the requisite details of directors seeking reappointment are included in the annual report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read have been followed and there has been no material departure from the same;

2. 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 true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

3. 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual Accounts of the Company on a "going concern basis".

CORPORATE GOVERNANCE

As required by the clause 49 of the listing agreement, a report on Corporate Governance is appended along with a certificate of compliance from the Practicing Company Secretary, forming part of this report.

AUDITORS

The Auditors M/s. K. J. Shah & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

COST AUDITORS

The Company has appointed M/s Atul Ambekar & Associates, Cost Auditors for conducting the audit of cost records maintained by the Company, in respect of the various products prescribed under Cost Audit Rules, 2011of the Company for the financial year 2013-14 (Firm''s Membership No. 102425).

LISTING FEES

The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Limited and National Stock Exchange of (India) Limited for the financial year 2014-15 have been paid.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any fixed deposit from public within the meaning of the Section 58A of the Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956.

Hence, no information is required to be appended in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The details as required under section 217 (1)(e) of the Companies Act 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given below:

A) Conservation of Energy:

1. The energy required for the production is the electricity and fuel oil. The management has devised various steps to conserve the energy,

2. The Company does not have any specific proposal on hand to invest the funds for the conservation of energy.

3. No particulars are required to be disclosed in Form No. "A" with respect to conservation of energy as the Company does not fall into any category of the industries which should furnish the information in the said form.

B) Technology Absorption:

All the technologies used by the company are developed in house with its Research & Development Team and there is no import of any technology from the outside of company.

C) Foreign Exchange Earnings & Outgo:

The Company has continued to maintain focus and avail of export opportunities Based on economic considerations. During the year the Company has exports (FOB value) worth Rs. 811.32 millions.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the shareholders, customers, dealers, suppliers, banks, financial institutions, Government authorities, Export Promotion Council, other semi Government & local authorities, Administration of Union Territory of Dadra & Nagar Haveli, Stock Exchanges and business associates at all levels during the year under review.

The Directors also wish to place on record their deep appreciation for the committed services and excellent work done by the employees of the Emmbi family at all levels during the year.

For and on behalf of the Board Makrand Appalwar Chairman & Managing Director

Place: Mumbai Date: 27th May, 2014

---

Mar 31, 2013

To The members of EMMBI INDUSTRIES LIMITED

The Directors have pleasure in presenting the Nineteenth Annual Report and the Audited Financial Statements for the year ended 31st March, 2013.

Year ended Year ended on 31st March on 31st March Particulars 2013 2012 (Rs. in Millions) (Rs. in Millions)

Sales 1401.91 1022.57

Other income 0.32 0.96

Total revenue 1402.23 1,023.53

Expenditure 1354.01 9,73.33

Profit before tax 48.22 50.20

Tax expenses 15.80 17.11

Profit after Tax 32.42 33.09

Expenses of earlier year

Balance 32.42 33.09

Balance brought forward 67.02 39.67

Profit available for appro- 99.44 72.76 nation

Excess provision of divi- 0.01 dend tax credited

Add : Excess Provision of 0.19 Taxes of earlier years

Less : Mat Credit Utilised 1.31 in earlier years

Balance available for ap- 98.32 72.77 propriation

Appropriations:

Proposed Dividend 3.54 8.95

Distribution tax on Dividend 0.57 0.8

Balance carried to Balance 94.21 67.02 Sheet _

DIVIDEND

Your Directors are pleased to recommend a dividend of X 0.20 per share of the face value of Rs. 10/- each for the year ended on 31sl March, 2013 (Rs. 0.30 per share for the previous year) subject to the Members'' approval. The dividend payment amounts to Rs. 3.54 Millions. In addition X 0.57 Millions is payable towards distribution tax on dividend.

OPERATIONS

During the year under review, your Company has achieved Revenue from Operations and other Income aggregating to X 1402.23 millions as against Rs. 1023.53 millions during the previous year, registering an increase of about 37% over the previous year. Profit after providing for taxes is X 32.42 millions as against Rs. 33.09 millions of previous year.

EXPORTS

Exports during the year under review were Rs. 584.99 millions as against Rs. 489.13 millions that is a net year on Year Growth of around 19.60%. Exports in the previous financial year contributed to 44.50% in the net sales. Company has expanded its presence in 45 countries from 38 Countries in the previous year which has resulted healthy growth in the territory of operation.

HUMAN RESOURCE DEVELOPMENT

The human resource philosophy and strategy of your company has been designed to attract and retain the best talent on offer. In practice it creates and nurtures work place challenges that keep employees engaged, motivated and innovative.

A robust manpower planning process ensures that all steps from business requirements to sourcing and staffing are seamlessly aligned.

Your Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork.

Company has taken a membership of Sedex which is an internationally acclaimed web exchange for the information interchange about the ethical practices and safety issues towards the people working in the company

QUALITY INITIATIVES

Manufacturing activity is a heart of "Emmbi''s activities.

In order to achieve the improvement in the manufacturing company has adopted the concepts of Total Productive Maintenance (TPM).

We are conducting seminars and various training programs. We are confident this initiative will yield a great deal of benefit in companies operation in the coming year.

DIRECTORS

In accordance with the Articles of Association of the Company and in view of the provisions otSection 255 of the Companies Act, 1956, Mr. Makrand Appalwar and Mrs. Mitravinda Appalwar, Directors of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. As required the requisite details of directors seeking reappointment are included in the annual report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In preparation of the annual accounts for the year ended March 31,2013 the applicable accounting standards have been followed and there has been no material departure;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31,2013 and of the profit of the Company for the year ended on that date;

3. 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the Annual Accounts of the Company on a "going concern basis".

CORPORATE GOVERNANCE

As required by the clause 49 of the listing agreement, a report on Corporate Governance is appended along with a certificate of compliance from the Practicing Company Secretary, forming part of this report.

The Board of Directors of the Company adopted the code of conduct and the same is posted on the Company''s web site. The Directors and senior management personnel have affirmed their compliance with the said code.

AUDITORS

The Auditors M/s. K. J. Shah & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. They have submitted a certificate of their eligibility for reappointment under section 224 (1-B) of the Companies Act, 1956 and they are not disqualified under amended section 226(3)(e) of the said Act.

COST AUDITORS

M/s Atul Ambekar & Associates, Cost Accountants, were re-appointed as Cost Auditors for the financial year 2013-14 to conduct cost audit of the accounts maintained by the Company, in respect of the various products prescribed under Cost Audit Rules, 2011. (Firm''s Membership No. 102425).

LISTING FEES

The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Limited (BSE) and National Stock Exchange of (India) Limited (NSE) for the financial year 2013-14 have been paid.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposit within the meaning of the Section 58A of the Companies Act, 1956. PARTICULARS OF THE EMPLOYEES The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The details as required under section 217 (1)(e) of the Companies Act 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given below:

A) Conservation of Energy:

1. The energy required for the production is the electricity and fuel oil. The management has devised various steps to conserve the energy.

2. The Company does not have any specific proposal on hand to invest the funds for the conservation of energy.

3. No particulars are required to be disclosed in Form No. "A" with respect to conservation of energy as the Company does not fall into any category of trfe industries which should furnish the information in the said form.

B) Technology Absorption:

All the technologies are developed in house and there is no import of any technology.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the shareholders, customers, dealers, suppliers, banks, financial institutions, Government authorities, Export Promotion council, other semi Government authorities, Administration of Union Territory of Dadra & Nagar Haveli, Stock Exchanges and business associates at all levels during the year under review. The Directors also wish to place on record their deep appreciation for the committed services of the workers, staff and executives of the Emmbi family.

For and on behalf of the Board

Place: Mumbai (Makrand Appalwar)

Date : 29th May, 2013 Chairman & Managing Director

---

Mar 31, 2012

TO The members of Emmbi Polyarns Limited

The Directors have pleasure in presenting the Eighteenth Annual Report and the Audited Financial Statements for the year ended 31st March, 2012

Particulars Year ended on Year ended on

31st March 2012 31st March 2011

(Rs in Lacs) (Rs in lacs)

Sales 10225.73 7540.20

Other income 9.57 40.68

Total revenue 10,235.301 7,580.89

Expenditure 9,733.31 7,128.14

Profit before tax 501.99 452.74

Tax expenses 171.12 186.68

Profit after Tax 330.87 266.07

Expenses of earlier year - 9.20

Balance 330.87 256.87

Balance brought forward 396.72 178.31

Profit available for appropriation 727.59 435.18

Excess provision of dividend tax credited 0.13 -

Balance available for appropriation 727.72 435.18

Appropriations:

Proposed Dividend 49.47 32.98

Distribution tax on Dividend 8.03 5.48

Balance carried to Balance Sheet 670.22 396.72

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.30 per share of the face value of Rs. 10/- each for the year ended on 31March, 2012 (Rs. 0.20 per share for the previous year) subject to the Members' approval. 7 he dividend payment amounts to Rs. 49.47 lacs. In addition Rs. 8.03 lacs is payable towards distribution tax on dividend.

OPERATIONS

During the year under review, your Company has achieved Operational and other Income of f 10235.30 lacs as against 17580.89 lacs during the previous year, registering an increase of about 35% over the previous year. Profit after providing for taxes is Rs. 330.87 lacs as against Rs. 266.07 lacs during the previous year, registering an increase of about 24% over previous year.

EXPANSION PROJECT

The pained capacity expansion project for the company was for increasing production capacity from the 5000 MTA in pre IPO period to 17200 MTA after completion of IPO. The expansion was planned in two phases and the first phase of expansion to increase the capacity to 12000 MTA has been completed during the last financial year as per schedule. Second phase of increasing the capacity from 12000 MTA to 17200 MTA has been successfully completed during this financial year.

EXPORTS

Exports during the year under review were Rs.5028 lacs (CIF) as against Rs. 2818 lacs (CIF) that is a net year on Year Growth of a round 78%. Exports in Rs. he previous financial year and contributed to 48% in the net sales. Company has expanded its presence in 38 countries from 29 Countries in the previous year which has resulted in this 30 % growth in the territory.

STRATEGIC ALLIANCES

The Companies step to be Strategic partner with Global Bag s.r.o. is working in the favour of the company. Company could develop new products and geographical areas due to this alliance. This Company is one of the largest Jumbo bag distributors in the east European Countries, Czech Republic, Slovenia, Slovakia and Poland.

INTERNATIONAL CREDIT RATING

The Company has been rated by Dun & Bradstreet at 4A2 (Condition - Good). The rating is assigned on the basis of tangible net worth and composite appraisal of the company.

HUMAN RESOURCE DEVELOPMENT

The human resource philosophy and strategy of your company has been designed to attract and retain the best talent on offer. In practice it creates and nurtures work place challenges that keep employees engaged, motivated and innovative.

A robust manpower planning process ensures that all steps from business requirements to sourcing and staffing are seamlessly aligned.

Your Company has been successful in building a performance oriented culture with high levels of engagement and empowerment in an environment of teamwork.

Company has taken a membership of Sedex which is an internationally acclaimed web exchange for the information interchange about the ethical practices and safety issues towards the people working in the company.

QUALITY INITIATIVES

Manufacturing activity is a heart of "Emmbi's activities.

In order to achieve the improvement in the manufacturing company has adopted the concepts of Total Productive Maintenance (TPM).

We are conducting seminars and various training programs. We are confident this initiative will yield a great deal of benefit in companies operation in the coming year.

DIRECTORS

In accordance with the Articles of Association of the Company and in view of the provisions of Section 255 of the Companies Act, 1956, Dr. Venkatesh Joshi and Mr. Prashant Lohiya, Directors of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. As required the requisite details of directors seeking reappointment are included in the annual report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. In the preparation of the Annual Accounts for the year ended on 31st March, 2012, the applicable accounting standards have been followed along with proper explanation for material departure, if any;

2. They have selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31s! March, 2012 and of the profit of the Company for the said financial year;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the said Accounts on a "going concern basis".

CORPORATE GOVERNANCE

As required by the clause 49 of the listing agreement, a report on Corporate Governance is appended along with a certificate of compliance from the Practicing Company Secretary, forming part of this report.

The Board of Directors of the Company adopted the code of conduct and the same is posted on the Company's web site. The Directors and senior management personnel have affirmed their compliance with the said code.

AUDITORS

The Auditors M/s. K. J. Shah & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. They have submitted a certificate of their eligibility for reappointment under section 224 (1B) of the Companies Act, 1956 and they are not disqualified under amended section 226(3) (e) of the said Act.

COST AUDITORS

As per the Order dated 24th January, 2012 and the Companies (Cost Audit Report) Rules, 2011 and the Companies (Cost Accounting Records) Rules, 2011 issued by the Ministry of Corporate Affairs, it has become mandatory to appoint Cost Auditor for conducting the cost audit of the company.

M's, Y. R. Doshi & Associates, Cost Accountants (Membership No. 0028SF) has been appointed as Cost Auditors of the Company to audit the cost accounts for the financial year 2012-2013.

LISTING fees

The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Limited (BSE) and National Stock Exchange of (India) Limited (NSE) for the financial year 2012-13 have been paid.

PUBLIC DEPOSITS

During The year under review, the Company has not accepted any public deposit within the meaning of the Section 58A of the Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended in this regard. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The details as required under section 217 (i)(e) of the Companies Act 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given below:

A) Conservation of Energy:

1. The energy required for the production is the electricity and fuel oil. The management has devised various steps to conserve the energy.

2. The Company does not have any specific proposal on hand to invest the funds for the conservation of energy.

3. No particulars are required to be disclosed in Form No.1 A" with respect to conservation of energy as the Company does not fall into any category of the industries which should furnish the information in the said form.

B) Technology Absorption:

All the technologies are developed in house and there is no import of any technology.

C) Foreign Exchange Earnings & Outgo:

The Company has continued to maintain focus and avail of export opportunities based on economic considerations. During the year the Company has exports (FOB value) worth Rs. 4891.27 lacs.

(Rs. In lacs)

Particulars 2011-12 2010-111

Foreign Exchange Earnings 4891.27 2749.22

Foreign Exchange Outgo 940.23 548.92

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the shareholders, customers, dealers, suppliers, banks, financial institutions. Government authorities, Export Promotion council, other semi Government authorities, Administration of Union Territory of Dadra & Nagar Haveli, Stock Exchanges and business associates at ali levels during the year under review. The Directors also wish to place on record their deep appreciation for the committed services of the workers, staff and executives of the Emmbi family.

For and on behalf of the Board



Place: Mumbai (Makrand Appalwar)

Date: 29th May, 2012 Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting their 16th Annual Report alongwith the Audited Accounts of the Company for the year ended 31st March, 2010.

Financial Results. (Rs. in lacs) 2009-10 2008-09

Operating income 5,183.62 3,973.86

Other income (including non-recurring income) 6.03 0.78

Earnings before Interest & Depreciation 575.11 489.32

Less : Depreciation 85.38 78.55

Interest 205.22 238.09

Profits for the year before tax 284.52 172.69

Less : Provision for Taxation. 107.39 45.73

Profit after tax 177.13 126.96

Add : Surplus brought forward from previous year 471.13 344.17

Amount available for appropriation 648.26 471.13

Appropriation

Less: Issue of Bonus shares (469.95) Nil

Surplus carried to Balance Sheet 178.31 471.13

Note: Figures of previous year have been regrouped wherever necessary to make the information comparable.

Initial Public Offer:

During the year under review, the Company had successfully completed its initial Public Offer for raising its Equity for an amount of Rs. 38.95 Crores. The proceeds of this IPO will be used for the capacity expansion programme of the Company and other objects as stated in the Prospectus. The shares were listed on 24th February, 2010 on Bombay Stock Exchange and National Stock Exchange.

Expansion:

The Company is under implementation to enhance its manufacturing capacity from present level of 5000 M/Ts per year with addition of around 13000 M/Ts per year. The final installed capacity of the Company will be around 18,000 M/Ts. per year.

Overview of Operations:

The year under review was under the shadow of last years global economic down turn. Considering the above fact Company has focused to develop the business into the domestic market. Company continued to improve its operational profitability by conserving costs and improving efficiencies.

The Company has the philosophy of long term partnerships with clients while addressing their packaging requirements. The focused customer-centric approach of your Company has resulted in high levels of client satisfaction and retention even during the difficult period of global recession.

The management decided to increase the product base of the Company in order to fight the wave of global showdown. The Company was able to maintain the 95% of its sale in the field of Export vis a vis previous year There was also a steep growth in the Domestic market that was achieved by launching new products range of "AquaSave" in the Domestic market. We have created large network retail distributors for our new product range.

The Company continues to see growth in Sales as well as in Profit for the Financial Year 2009-2010 across all markets in existing business. For the year ended 31st March, 2010, the Company earned a total income of Rs.51.90 crores, posting an increase of 31% over the previous year of Rs.39.75 Crores.

DIVIDEND

The Board do not recommend any dividend for the year under review in view to conserve of the expansion project of the Company.

Management Discussion and Analysis

Industry Overview:

Polymer Based Packaging Industry has now matured over past 25 years in this country. The industry was initially progressed in 1970 era in the developed economies like US & EU. Many fold increase in the cost of wages has forced the industry to shift its base to the satellite countries like Mexico & other South American countries for the US Market and East European countries for the European Market. This shift took place during 1985 to 1995. With increase in popularity in the NAFTA agreement and the formation of "European Union" the wages in these satellite countries went through the roof and highly labour oriented packaging industry once again started looking for the New Place to settle.

This was the same period when India experienced the "Polymer Revolution".

Scope and Global Opportunity:

In the past three years Company has set a very strong base across the globe and has reached a level where the Company can reap the fruits for all the hard work put in developing the product line and distributor network across the world. The global demand of the raffia sector, which is a principal focus product line of the Company, will show a tremendous growth in years to come.

New Products:

This was one of the most fruitful year in the field of the Launch of New products for the Company. "AquaSave" the Product range specially focused on the water conservation based products was one of the big success.

Company has commissioned a pilot project for its most innovative product "Canal Liner" in the Goki Irrigation Project in the State of Maharashtra and the product is tested and approved by the Department of Irrigation Government of Maharashtra.

With the Completion of Phase 1 Expansion of the Expansion project Company will be in. position to commercially reap the fruits of past two years of its longdrawn research.

Company was able to main the sale of its bags through the Rural weekly markets also secured the sale of 0.5 % of total domestic revenue through its rural initiative.

The base product produced by the Company remains as the "Technical Textile". For this Base Product, value added usages are under development by the Company and may be developed along with the users as well. Presently, the Company is involved in producing various types of packaging material for the Domestic as well as Export Markets. In Domestic market, your Company remains one of the most active players for the packaging needs of the FMCG products such as Detergent Powder, Branded Salt and Branded Wheat flour etc. In recent years, the Company has acquired substantial share in the export markets for the various packaging needs for products like Construction Aggregates, Chemicals, Seeds, Fertilizers, and Cement & Food Grains etc.

Few of the most value added products, the Company make are Car/Automobile Covers, Container Liners, Anti Corrosive Packaging, Electrically conductive polymer based packaging etc.

Corporate Vision:

Managements vision for the Company is to be a global leader in the field of woven polymer based products in multifaceted applications. We will achieve the same through our acquired in-depth knowledge in polymer processing and continuously

adhering to best manufacturing practices. We will augment our "state of art" manufacturing processes with innovative product applications to increase the future sustainability and growth for the Company.

We are committed to the conservation of environmental resources. Company is working towards generating the highest yield in "per kg polymer usage". We would be initiating the research and development programme to develop the products with highest level of recyclable advantage.

Corporate Mission:

Management continuously seeks to maximize returns to all stakeholders through its vision, which will be attained through the following practices.

- Nurturing a strong management culture, which provides clear objectives to achieve acceptable growth and returns to all the shareholders.

- Streamlining and investing in appropriate technologies to expand the capabilities to provide in time supply to customers.

- Inculcating in employees a culture of service excellence to all customers to provide services to customers to their satisfaction.

- Optimising operational efficiencies and working capital investment by strategic investment in the manufacture of quality branded products for getting maximum benefits from its suppliers of equipments.

- Continuing expansion of product ranges and services to promote the growth of markets, penetrate additional sectors, and contribute to the development of infrastructure.

- Implementing ongoing skills and development programmes for employees to improve their capability to contribute their maximum for the benefit of other stakeholders;

- Embracing the principle of sustainable development, to achieve and effectively measure and manage integrated economic, social, environmental and business performance.

Corporate Values:

Your Company Emmbi Polyarns Limited, subscribes to a comprehensive value system.

- Accountability - extended to all stakeholders and including ongoing communication with both internal and external role players.

- Entrepreneurship -constantly innovating and encouraging individual participation to build and develop the business.

- Equal opportunity and development - employing best employment practices, empowerment policies and training to create an environment where a positive work ethic is encouraged and rewarded.

- Fairness - ensuring that all stakeholders are treated equally.

- Honesty - in all interaction with both with both internal and external stakeholders.

- Respect - for human rights, human dignity and social justice.

- Responsibility - for decisions and actions and for employees.

- Service excellence - reinforcing partnerships and relationships and creating new ones by standards of performance.

- Transparency - providing comprehensive accurate, timely communication with all stakeholders.

- Environmental protection - optimizing resource utilization and implementing environmental management to minimize waste and emission.

The above value system has been summarized into six core values that is driven and published throughout the Company.

These values are:

- Total commitment to the cause: Understanding and supporting the greater purpose of the Company to create an environment in which every individual can prosper and provide for his or her familys needs and aspirations. Even more than this, providing opportunities for people to grow and to express their leadership abilities for the good of all involved with the Company.

- Absolute honesty and integrity: requires that each employee is honest with himself or herself by living up to the Companys requirements of conduct and performance and treating the Companys assets with care and respect.

- Tenacity: having the stamina and persistence to remain with cause even though difficult and challenging times, knowing that the reward will make the journey worthwhile.

- The leadership: is not about self interest or self gratification. It requires the ability to coordinate the resources of the Company in the best interest of all involved in the Company.

- Drive: being goal and performance oriented seeking fair reward and career fulfillment.

- Respect: treating one another with dignity and the Companys time, resources and assets with respect.

Quality Management Systems

Management has initiated a new "Quality Value Programme" for the implementation of Various Quality Standards in the Company. Company is at present in the process of implementation of ISO - 22000 HACCP, a standard respected by the Food Grade Packaging Industry Globally. This would help the Company to penetrate the market of the high returns regime, i.e. Food & Pharmaceutical Industry.

Your Company is also in the process of upgrading the present ISO 9001:2000 standard certification to ISO 9001-2008 level. This would position the Company with the latest level of global quality standard. The certification is expected to be completed during the third quarter of the next financial year.

Public Deposits

During the year under review, the Company has not accepted any deposit within the meaning of the Section 58A of the Companies Act, 1956.

Particulars of The Employees

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended in this regard.

Directors

Mrs. Mitravinda Appalwar and Mr. Makrand Appalwar resign from the Board by rotation and are eligible for the re-appointment at the forthcoming Annual General Meeting.

It is further proposed to increase remuneration of Mr. Makrand Appalwar, Managing Director of the Company and Mrs. Rinku Appalwar, Exevutive director. Necessary resolution and explanatory statement giving details of increase is attached separately.

Directors Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there has been no material departure.

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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the annual accounts have been prepared on a going concern basis; and

v. That the Company has adequate internal system and controls in place to ensure compliance of laws applicable to the Company

Conservation of Energy. Technology Absorption & Foreign Exchange Earnings & Outgo

A) Conservation of Energy:

1. The energy required for the production is the electricity and fuel. The management had devised various research programmes to conserve the energy, keeping in view the peculiarity of the production process.

2. The Company does not have any specific proposal on hand to invest the fund for the conservation of energy.

3. No particulars are required to be disclosed in Form No. "A" with respect to conservation of energy as the Company does not fall into any category of the industries which should furnish the information in the said form.

B) Technology Absorption -

All the technologies are developed in house and there is no import of any technology.

C) Foreign Exchange Earnings & Outgo.

(Rs. In lacs)

2009-10 2008-09

Foreign Exchange Earnings 2049.46 2249.00

Foreign Exchange Outgo 395.44 7.03



Export Initiative and achievements have been explained at appropriate places in the report and hence not repeated here.

Auditors

The Auditors M/s. K.J Shah & Associates, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for the appointment. Certificate from the Auditors has been received to the effect that there re-appointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

Achievements/Recognitions:

Member of European FIBC Manufacturing Association

Your Company has honour to be a First Non European FIBC Manufacturing Company to be part of European FIBC Manufacturing Association. This affiliation would help the Company to gain much higher confidence in the products of the Company from European Customers.

Company Policies

Company in its strive to perform at the best corporate levels have created certain policies, which are adhered to as the commandments.

Company has its Quality Policy, Safety Policy, Environmental Policy and Labour Policy, which helps the Company to achieve its objective to produce the best quality products by motivated and well trained labour in safe and environment friendly plant.

Appreciation

The Directors wish to place on record their appreciation to shareholders customers, banks, financial institutions for showing confidence in the Company. The Directors also wish to place on record their deep appreciation of the devoted services to the workers, staff and executives of the Company which have in no small way contributed to the Companys progress. The Directors also wish to acknowledge the continued support of the Central Government, State Government, Administration of Union Territory of Dadra and Nagar Haveli, Local Authorities, Auditors and other professionals.



For and on behalf of the Board

Sd/-

MAKRAND APPALWAR

Place: Mumbai Chairman & Managing Director

Date: 31st May, 2010

---

Mar 31, 2009

The Directors have pleasure in present their Fifteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2009.

Financial Results (Rs.in lacs) 2008-09 2007-08

Turnover/Income 3827.66 2964.29

Profit (Loss) before Interest & Depreciation 489.30 355.06

Interest 238.06 182.03

Depreciation 78.55 70.36

Profit (Loss) for the Year before tax 172.69 102.67

Add/Less: Profit (Loss) brought forward 344.17 281.05

Provision for taxation

Current Tax (33.77) (11.63)

Mat Credit 13.08 NIL

Deferred Tax (22.40) (25.86)

Fringe Benefit Tax (2.64) (2.06)

Balance carried forward to balance sheet 471.13 344.17

REVIEW OF OPERATIONS

Operating Results and Business:

The Company continued to see growth in the sales as well as in the profit in the financial year 2008-2009 across all markets in existing business. The year ended March 31 2009, the Company earned a total income of Rs.38.28. crore an increase of 29.13 % over previous years Rs. 29.64. crore.

The year under review has witnessed an unprecedented global economic down turn. Given these difficult market and volatile currency requirement, your Company did well in achieving business growth. Simultaneously the Company continued to improve its operational profitability by conserving costs and improving efficiencies.

The management decided to increase the customer base of the Company in order to fight the wave of global slowdown. The Company was able to achieve the robust Growth of 50.30 % over the past year in the field of Export. This was achieved by adding new customers. In addition, we also continued to cater to the existing customers in the Domestic market that achieved the modest growth of 7.54 % in the Domestic market. We have added 3 new corporate customers in the domestic market.

The Company has the philosophy of long term partnerships with clients while addressing their packaging requirements. The focussed customer-centric approach of your Company has resulted in high levels of client satisfaction and retention.

Credit Rating

Your Company has received Credit Rating from CRISIL as SME 2 that indicates "High" level of credit worthiness adjusted in relation to other SMEs. The rating is from SME to SME8 and the highest rating is SME1 indicating the highest credit worthiness. The Company is focussing to achieve this rating during the current financial year.

Returns To Shareholders

The Board do not recommend any dividend for the year under review. The Company had made good progress during the preceding fifteen years adding to its net worth on a continual basis. To pass on the benefit of accumulation of net worth to its existing shareholders, before making public offer of the Companys shares, it is proposed to issue bonus shares to the existing shareholders to reward their loyalty to the Companys ambitions and plans and support by making continuous investments as and when required. It is proposed to issue bonus shares in the ratio of three new equity shares as bonus shares for every 2 equity shares held by the shareholders of the Company.

Public Deposits

During the year under review, the Company has not accepted any deposit within the meaning of the Section 58A of the Companies Act, 1956

Particulars Of The Employees

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended in this regard.

Directors

Mr. Ashesh Garg, Dr. Venkatesh Joshi would resign as the directors liable to retire by rotation. Being eligible, offer themselves for reappointment.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:

I.That in the presentation of the accounts for the financial year ended on 31 March 2009, the applicable accounting standards have been followed along with proper explanation relating to materials departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the accounts for the financial year ended on 31 March 2009 on a going concern basis.

Conservation Of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo

A) Conservation of Energy

1) The energy required for the production is the electricity and fuel. The management had devised various research programmes to conserve the energy, keeping in view the peculiarity of the production process.

2) The Company does not have any specific proposal on hand to invest the fund for the conservation of energy.

3) No Particulars are required to be disclosed in Form No. "A" with respect to conservation of energy as the Company does not fall into any category of the industries which should furnish the information in the said form.

B) Technology AbsorptionAII the technologies are developed in house and there is no import of any technology.

C) Foreign Exchange Earnings & Outgo

2008-09 2007-08

Foreign Exchange Earnings 2249.00 1496.33

Foreign Exchange Outgo 7.03 4.86

Export Initiative and achievements have been explained at appropriate places in the report and hence not repeated here.

Auditors

The Shareholders are requested to appoint Auditors for the current year and fix their remuneration. M/s. K J Shah & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Compliance Certificate U/s 383a (1) Of The Companies Act 1956

Copy of the compliance certificate issued by Practising Company Secretary, as per provisions of section 383A (1) of the Companies Act, 1956, is attached to the report.

Awards And Recognition

National Recognition

Corp Excel 2008 Award

We are pleased to inform you that your Company received prestigious "Corp Excel 2008 Award" for National mSME Excellence in medium Enterprises Category. The award is sponsored by the Corporation bank.

Export House

Within a very short period of starting the exports, company has already achieved the status as "Export House". This helps us in Fast Track filing & disposal of all the export related documents.

International Recognition

Presentation of Paper in World FIBC Congress

Mr. Makrand Appalwar, Managing Director of the Company, presented a technical paper in the World FIBC Congress "India advantage to improve the Carbon Footprint on the mother earth". The Congresse was held in the city of Amsterdam on 21 st & 22nd April 2008. World FIBC Congress is once in a Three year event, where leading players in FIBC Industry from all over the world exchange ideas on growth of industry.

Member of European FIBC Manufacturing Association

Your Company has honour to be a First Non European FIBC Manufacturing Company to be part of European FIBC Manufacturing Association. This affiliation would help the Company to gain much higher confidence in the products of the Company from European Customers.

Company Policies

Company in its strive to perform at the best corporate levels have created certain policies, which are adhered to as the commandments.

Company has its Quality Policy, Safety Policy, Environmental Policy and Labour Policy, which helps the Company to achieve its objective to produce the best quality products by motivated and well trained labour in safe and environment friendly plant.

Appreciation

The Directors wish to place on record their appreciation to customers, banks, financial institutions for showing confidence in the Company. The Directors also wish to place on record their deep appreciation of

the devoted services to the workers, staff and executives of the company which have in no small way contributed to the companys progress. The Directors also wish to acknowledge the continued support of the Central Government, State Government, Administration of Union Territory of Dadra and Nagar Haveli, Local Authorities, Auditors and other professionals.

For and on behalf of the Board

Sd-

Date :20th July 2009 MAKRAND APPALWAR= Plac: Mumbai Chairman & Managing Director

---

Mar 31, 2008

The Directors have pleasure to present their Fourteenth Annual Report together with the Audited Accounts of the Company for the year ended 31 st March 2008.

FINANCIAL RESULTS

2007-08 2006-07

Profit (Loss) before Interest & Depreciation 35,506,346 25,858,909

Interest 18,203,390 13,424,682

Depreciation 7,035,502 6,087,334

Profit (Loss) for the Year 10,267,454 6,346,893

Add/Less: Profit (Loss) brought forward 28,104,918 22,949,724 Provision for taxation

Current Tax 1,163,300 712,120

Deferred Tax 2,585,629 473,388

Fringe Benefit Tax 205,714 187,435

Add Excess Provision of Income Tax 2001-02 - 181,244

Balance carried forward to balance sheet 34,417,729 28,104,918

REVIEW OF OPERATIONS

Operating Results and Business:

Management is happy to report to the members, that the .export initiative was a good success and the Company has in the year under review achieved exports to the tune of 50% of its total turnover and propose to increase the export share to 60-70% in the current year. Emmbi enjoys to around 3 % of the total Exports Market Share for the Flexible Intermediate Bulk Container ("FIBC") from the India. In the current year we are targeting to increase Export market share in FIBC to around 5 %. The Company continues to receive good orders from its existing corporate clients and is having good order position in the domestic market as well. The Management continued to see strong and profitable growth in the financial year 2007-08 across all market, driven by good performance in existing area of business. For the year under review the turnover increased by 30% and net profit rose by 62% over previous years figures.

Emmbi is among the leading manufacturers of the FIBC, Jumbo Bags, and Woven sack. It has continued to win new clients in the export market because of its specialized approach in development and quality product and by this achieved 120 % increase in export sale during the year under review. Your Company has been growing at a steady pace with average AGCR of 40% for the past five years.

The Companys continued investment in innovation and technology have enabled it to execute various orders with critical design requirements in export market.

Company has opened its office in Germany and appointed an Operations Manager to represent the Company and to augment the Companys effort to establish itself in the European Market. This will help the Company to establish direct trade link with the "End Users" of the bags, and will add to Companys bottom-line many folds in the years to come.

BRANDING INITIATIVE:

Company had launched a major branding initiative during 2007-08 in order to articulate and propagate to new brand positions. There was a special exercise for internal and external branding of the Company. The internal branding will help the Company to win more motivated and highly focussed work force for achieving the growth target set-up by the management of the Company. The external branding will help the Company to establish its name and credentials in the market, which will help the Company to sell its products at premium.

Companys brand value has been in pictorial form repeated as under.

HUMAN RESOURCE DEVELOPMENT.

A special initiative was conducted by the Company and views and ideas of the employees were gathered to improve the operating efficiency of {the Company. This exercise warranted lots of operational and functional changes, which were effected immediately after the completion of the exercise. Various training programmes are under execution to improve the skill level of the employees.

A new motivation initiative called "PROJECT UDAN" is under implementation for overall growth and development of the Company and its stake holders.

QUALITY INITIATIVE.

Reinforcing its commitment of high levels of quality, based in class service management and robust public relations system, the Company has attained number of milestones during the year. The Companys Management System is certified by ISO 9001-2000.

AWARDS AND RECOGNITIONS:

The Company has received" EXCELLENCE AWARD" from Institute of Economic studies (IES) for its innovative of Protective Irrigation System. This will develop a new sunrise sector for the future growth of the company.

DIVIDEND

The Board do not recommend any dividend for the year to conserve the resources of the company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of the Section 58A of the Companies Act, 1956

PARTICULARS OF THE EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended in this regard.

DIRECTORS

Mrs. Rinku Appalwar & Mr. Sanjay Rathi retires by rotation and being eligible offers themselves for reappointment.

With continuous increase in responsibilities of the senior management team, the Management is considering increasing salaries of Managing Director and Finance Director, and accordingly resolutions have been included in the notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:

i. • That in the presentation of the accounts for the financial year ended on 31 March 2008, the applicable accounting standards have been followed along with proper explanation relating to materials departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the accounts for the financial year ended on 31 March 2008 on a growing concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

A) CONSERVATION OF ENERGY

1) The energy required for the production is the electricity and fuel. The management had devised various research programmes to conserve the energy, keeping in view the peculiarity of the production process.

2) The Company does not have any specific proposal on hand to invest the fund for the conservation of energy.

3) No Particulars are required to be disclosed in Form No. "A" with respect to conservation of energy as the Company does not fall into any category of the industries which should furnish the information in the said form.

B) TECHNOLOGY ABSORPTION

The Companys continued investment in innovation and technology have enabled it to execute various orders with critical design requirements in export market.

C) FOREIGN EXCHANGE EARNINGS & OUTGO

Export initiative - The Company is increasing its export initiative and for the current year has achieved export turnover of approximately Rs. 15 crores. The management is committed to continue its export endeavour and raise the export turnover in the coming years.

Earnings for the year Rs. 14,96,33,272/- (Previous year - 81.24,097)

Outgo for the year Rs. 10,62,114/- (Previous year -14,88,634)

AUDITORS

The Shareholders are requested to appoint Auditors for the current year and fix their remuneration. M/S. K J Shah & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re appointment.

EXPLANATION TO THE AUDITORS REMARKS

The Auditors remarks related to non-provision of Gratuity has been explained in notes to the Account no. 20, as per which, the Company is in process of making provision of the liability as per requirements of AS-15 in its books in the current year. The Company is arriving atexact amount to be provided for all the Post Employment Benefits. The Company is committed to and would comply with the AS-15 requirement at the earliest.

APPRECIATION

The Directors wish to place on record their appreciation to customers, banks, financial institutions for showing confidence in the Company. The Directors also wish to place on record their deep appreciation of the devoted services to the workers, staff and executives of the company which have in no small way contributed to the companys progress. The Directors also wish to acknowledge the continued support of the Central Government, State Government, Administration of Union Territory of Dadra and Nagar Haveli, Local Authorities, Auditors and other professionals.

For and on behalf of the Board

Sd/-

Date : 24 June, 2008 MAKRAND APPALWAR

Place: Mumbai CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2007

The Directors have pleasure to present their Twelfth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2007.

FINANCIAL RESULTS

2006-07 2005-06

Profit (Loss) before Interest & Depreciation 25,858,910 14,097,284

Interest 13,424,682 4,601,023

Depreciation 6,087,334 2,423,988

Profit (Loss) for the Year 6,346,893 7,072,273

Add/Less : Profit (Loss) brought forward 22,949,724 16,619,807 Provision for taxation

Current Tax 712,120 595,132

Deferred Tax 473,388 28,569

Fringe Benefit Tax 187,435 112,232

Expenses for previous years 0 6,424

Add Excess Provision of Income Tax 2001-02 181,244 0

Balance carried forward to balance sheet 28,104,918 22,949,723

REVIEW OF OPERATIONS

During the previous years the Company has undertaken major expansion and increased the turnover. In the year under review, the challenge was to meet the marketing target which was almost doubled. Considering the edge the Company has in quality and time commitment of order completion, the management explored the export market. We are pleased to inform you that the Company meet with thumping success in marketing its products in overseas markets spread all over Europe and USA. The contribution of the exports to the total turnover in the very first year of exports is 30%, which is achievement in itself. The management is giving more thrust on export sales as the orders are in bulk as well as at the same time the company is also earning valuable foreign exchange for the nation. The export sales is giving better margin also to the Company, although due to higher financial and depreciation cost the net profit has marginally reduced in absolute terms.

CURRENTYEARS OPERATIONS

The management is keener to tap export market for better conversion rate. At the same time, management is also keen to balance and retain the domestic market share. To achieve this dual objective, the management is now considering creating brand image of the Company and then outsourcing production from other units which is as per its quality standards.

DIVIDEND

The Board do not recommend any dividend for the year to conserve the resources of the company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of the Section 58A of the Companies Act, 1956

PARTICULARS OF THE EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217 (2A) of the Companies Act, 1956. Hence, no information is required to be appended in this regard.

DIRECTORS

Mr. Makrand Appalwar retires by rotation and being eligible offers himself for reappointment. With expansion and increased responsibilities the Management is considering increasing salaries of Managing Director and Finance Director, and accordingly resolutions have been included in the notice of the ensuing Annual General Meeting.

Mr. Sanjay Rathi has been appointed as Additional Director on 22.02.2007 and Mr. Venkatesh Joshi and Mr. Ashish Garg have been co-opted on the Board of the Company as additional directors on 15.06.2007. Mr. Sanjay Rathi, Mr. Venkatesh Joshi and Mr. Ashish Garg vacates office at the ensuing annual general meeting. Notice has been received from the members, proposing their candidature as directors liable to retire by rotation. As informed in the last annual report, the management is in process of creating professional and responsible board. With that view in mind, these new professional directors were taken on Board. The Board recommend their appointment as regular directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed :

i) That in the presentation of the accounts for the financial years ended on 31 March 2007, the applicable accounting standards have been followed along with proper explanation relating to materials departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgements -and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended on 31 March 2007 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

A) CONSERVATION OF ENERGY

1) The energy required for the production is the electricity and fuel. The management had devised various research programmes to conserve the energy, keeping in view the peculiarity of the production process.

2) The Company does not have any specific proposal on hand to invest the fund for the conservation of energy.

3) No Particulars are requied to be disclosed in form No. "A" with respect to conservation of energy as the Company does not fall into any category of the industries which should furnish the informantion in the said form.

B) TECHNOLOGY ABSORPTION : NIL

C) FOREIGN EXCHANGE EARNINGS & OUTGO - Earnings for the year Rs. 5,06,45,881 /- (Previous year - NIL) outgo for the year Rs. 12,71,110 /- (Previous year - NIL)

AUDITORS

The shareholders are requested to appoint Auditors for the current year and fix their remuneration. M/s. K. J. Shah & Associates, chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

COMPLIANCE CERTIFICATE U/S 383A (1) OF THE COMPANIES ACT 1956

Copy of the compliance certificate issued by Practising Company Secretary, as per provisions of section 383A (1) of the Companies Act, 1956, is attached to the report.

APPRECIATION

The Directors wish to place on record their appreciation to customers, banks, financial institutions for showing confidence in the Company. The Directors also wish to place on record their deep appreciation of the devoted services to the workers, staff and executives of the Comapny which have in no small way contributed to the companys progress. The Directors also wish to acknowledge the continued support of the Central Government, State Government, Administration of Union Territory of Dadra and Nagar Haveli, Local Authorities Auditors other professionals.

For and on behalf of the Board

Sd/-

Date : 27 July 2007 MAKRANDAPPALWAR

Place : Mumbai MANAGING DIRECTOR

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Mar 31, 2006

The Directors have pleasure in present their Twelfth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2006.

FINANCIAL RESULTS

2005-06 2004-05

Profit (Loss) before Interest & Depreciation 14,097,284 10,096,329

Interest 4,601,023 3,451,429

Depreciation 2,423,988 1,842,047

Profit ( Loss) for the Year 7,072,273 4,802,853

Add/Less : Profit ( Loss) brought forward 16,619,807 13,267,242

Provision for taxation

Current Tax 595,132 376,604

Deferred Tax 28,569 10,73,684

Fringe Benefit Tax 112,232 -

expenses for previous years 6,424 -

Balance carried forward to balance sheet 22,949,723 16,619,807

REVIEW OF OPERATIONS

During the year under review, the Company has done major expansion and increased capacity form 1800 MT/Annum to 6000 MT/Annum with operations divided into two locations with the segment wise division in the manufacturing process. With this two units there is economies of scale as well as benefit of specialisation. With more thrust on the power conservation, from 1.14 Units in previous year to 1.03 Units per Kg in the year under review, the benefit can be seen by addition to the bottom line of the Company.

With expansion completed, the management are expecting the turnover to double in the current financial year. The Company is also targeting the export market to get the better return and earn valuable foreign exchange for the nation.

CURRENT YEARS OPERATIONS

The increase in capacity due to the major expansion would help the management to cater to the increasing demands of its customers. The Company is also tapping the export market to avoid reliance only on the domestic market. The management is optimistic about better growth in the current year.

DIVIDEND

The Board do not recommend any dividend for the year to conserve the resources of the company for the growth of the company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of the Section 58A of the Companies Act, 1956

PARTICULARS OF THE EMPLOYEES

The Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended in this regard.

Mr. Mitravinda Appalwar retires by rotation and being eligible offers himself for reappointment.

With expansion and increased responsibilities the Management is considering increasing salaries of Managing Director and Finance Director, and accordingly resolutions have been included in the notice of the ensuing Annual General Meeting.

Mr. Radheshyam Daliya, Mr. Ravindra Gupta and Mr. Kuldeep Sharma have been co-opted on the Board of the Company as additional directors on 01.08.2006. Mr. Radheshyam Daliya, Mr. Ravindra Gupta and Mr. Kuldeep Sharma retire at the ensuing annual general meeting. Since no notice has been received from the members, they cease to be director on the date of ensuing Annual General Meeting. The management is in process of creating professional board. With that view in mind, the professional directors were taken on Board. However, after considering time involvement the additional directors had opted out. The management would co-opt new professionals as and when they can find suitable persons.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:

i. That in the presentation of the accounts for the financial year ended on 31 March 2006, the applicable accounting standards have been followed along with proper explanation relating to materials departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the accounts for the financial year ended on 31 March 2006 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

A) CONSERVATION OF ENERGY

1) The energy required for the production is the electricity and fuel. The management had devised various research programmes to conserve the

- energy, keeping in view the peculiarity of the production process.

2) The Company does not have any specific proposal on hand to invest the fund for the conservation of energy.

3) No Particulars are required to be disclosed in Form No. "A" with respect to conservation of energy as the Company does not fall into any category of the industries which should furnish the information in the said form.

B) TECHNOLOGY ABSORPTION NIL

C) FOREIGN EXCHANGE EARNINGS & OUTGO - NIL (Previous year - NIL)

AUDITORS

The Shareholders are requested to- appoint Auditors for the current year and fix their remuneration. M/s. K J Shan & Associates. Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

COMPLIANCE CERTIFICATE U/S 383A (1) OF THE COMPANIES ACT 1956

Copy of the compliance certificate issued by M/s. Sanjay Rathi & Associates, Company Secretaries, as per provisions of section 383A(1) of the Companies Act, 1956, is attached to the report.

APPRECIATION

The Directors wish to place on record their appreciation to customers, banks, financial institutions for showing confidence in the Company. The Directors also wish to place on record their deep appreciation of the devoted services to the workers, staff and executives of the company which have in no small way contributed to the companys progress. The Directors also wish to acknowledge the continued support of the Central Government, State Government, Administration of Union Territory of Dadra and Nagar Haveli, Local Authorities, Auditors and other professionals.

For and on behalf of the Board

Date : 19 August 2006 MAKRAND APPALWAR

Place : Mumbai CHAIRMAN & MANAGING DIRECTOR