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Directors Report of Emmsons International Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this 22nd Annual Report on the business and operations of the Company together with Audited Financial Statement for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

The highlights of financial results of the Company for the Financial Years 2014-15 and 2013-14 are as under:

2014-2015 2013-2014

Particulars Amount US$ in Amount US$ in (Rs. in Lacs) Million (Rs. in Lacs) Million

Gross Sales and Income 76093.52 121.77 152554.06 254.72

Profit before interest, Depreciation, Exceptional Item and taxation 932.65 1.49 7931.59 13.24

Interest and financial Charges 8758.58 14.02 7498.67 12.52

Depreciation 113.63 0.18 79.96 0.13

Profit before taxation and exceptional item (7939.56) (12.71) 352.96 0.59

Exceptional Item (34.11) (0.05) (30.46) (0.05)

Provisions of Taxation - - 155 0.25

Provision for deferred taxation/(tax effect of timing differences during year) (14.95) (0.02) (12.22) (0.02)

Profit after tax (7890.49) (12.62) 240.64 0.40

DIVIDEND

In view of the Loss the Board has not recommended any dividend payment for the financial year 2014-15.

FINANCIAL AND OPERATIONAL PERFORMANCE

During the financial year 2014-15, the Company has on a standalone basis, registered total revenues of Rs. 761 Crores as compared to Rs. 1526 Crores in the previous year, reflecting a substantial decline. The Company has incurred a Net Loss of Rs. 78.90 Crores as compared to the Net Profit of Rs. 2.40 Crores in the previous year.

Your Company has been experienced difficulties on account of Delay in collection of receivables from overseas customers, Slowdown in the global commodities markets, interest and other charges by banks, the Cumulative impact of all the above factors on the Company has been harsh and the Company has suffered badly.

FIXED DEPOSITS

Your Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review.

PERFORMANCE OF SUBSIDIARY COMPANIES, OVERSEAS

The Company had till the end of the financial year has three Subsidiary Companies, overseas namely:

- Emmsons Gulf DMCC,

- Emmsons Grains Limited

- Emmsons SA.

Emmsons Gulf DMCC:

In line with slump in the global commodities markets, the business of the Company's subsidiary Emmsons Gulf DMCC was also affected adversely. During the year, under review it has posted Total Revenue of Rs. 71,003.11 Lac as compared to Rs.1,82,962.63 Lacs in previous year. The Company has incurred a loss of Rs. 7616.21 Lacs as compared to Profit of Rs. 465.21 Lacs in the previous year

Emmsons Grains Limited, Cyprus:

Emmsons Grains Limited (EGL), Cyprus is holding farming business through subsidiaries Companies operating in Ukraine. The fall in the prices of commodities also affected the performance of farming operations. The Company has incurred a loss of Rs. 441.44 Lacs as compared to loss of Rs. 463.97 Lacs in the previous year.

Emmsons S.A:

The operations of Emmsons S.A, has slowed down, however your Management constantly been trying to re-establish the operations of the Company. The Company has incurred loss of Rs. 9.80 Lacs as compared to loss of Rs. 20.07 Lacs in the previous year.

In accordance with the Companies Act, 2013, the Audited Consolidated Financial Statement is provided in the Annual Report.

MEETINGS OF BOARD OF DIRECTORS

Eleven meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance forming part of Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Articles of Association of the Company, Mr. Rajesh Monga retires by rotation at this Annual General Meeting and is eligible for re-appointment

The Nomination and Remuneration Committee in its meeting held on 14.08.2015 and Board of Directors in its meeting held on 14.08.2015 passed the resolution, subject to the approval of shareholders for re-appointment of Mr. Anil Monga as Managing Director of the Company for a further period of three years effective from 1st September, 2015 without remuneration.

Mr. Shivaz Monga and Mr. Vijay Kumar Kakkar has resigned from the Directorship of the Company. The Board of Director in their meeting held on 30th October, 2015, took note of the same.

Pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, the Board of Directors of the Company has appointed, Ms Soni Benydin Jaiprakash, as an Non Executive-Independent Director (Additional Director) of the Company with effect from 14th February, 2015. In terms of the provisions of Section 161(1) of the Act, Ms. Soni Benydin Jaiprakash would hold office up to the date of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as mentioned under Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which include criteria for performance evaluation of the Executive Directors and non Executive Directors.

The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put on the website of the Company http://www.emmsons.com/files/familiarization-program.pdf

The following policies of the Company are attached herewith marked as Annexure 1:

a) Remuneration Policy for Directors, Key Managerial Personnel and other employees

b) Criteria for determining qualification, positive attributes and independence of a Director

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

The particulars of the Loans given, investment made, guarantee given, securities provided is mentioned in Standalone financial statement (please refer Note 13, 15 and 34 of standalone financial statement)

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the contract(s)/arrangement(s)/transaction(s) entered by the Company during the financial year with related parties were in the Ordinary course of business and on arm's length basis.

The particulars of contract/arrangement entered into by the Company with Related Parties at Arms length transactions under third proviso thereto is attached herewith marked as Annexure-2.

The Policy on Related Party transactions may be accessed on the Company's website at the link http://www.emmsons.com/files/ related-party-transaction-policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee comprise of the following members:

Mr. Vijay Kumar Kakkar

Mr. Anil Monga

Mr. Rajesh Monga

Mr. Shivaz Monga

The Corporate Social Responsibility Committee has formulated and recommended to the Board , a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be assessed on the Company's website at the link http://www.emmsons.com/files/corporate-social-responsibility- policy.pdf

The Company has identified areas of engagement which are as under:

- To collaborate with communities and institutions to contribute to eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and make available safe drinking water

- To contribute and promote education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

- To contribute and promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centre's and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

- To sustain and continuously improve standards of Environment sustainability, Ecological Balance, Protection of Flora and Fauna, conservation of Natural Resources and maintaining quality of soil, air and water.

- To contribute for the protection of national heritage, art and culture including restoration of building and sites of historical importance, setting up public libraries, promotion and development of traditional arts and handicrafts.

- To contribute to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio - economic development and relief and welfare of schedules castes, the scheduled tribes, other backward classes and women.

- To contribute and encourage the training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic Sports.

- To contribute and measures for the benefit of armed forces veterans, war widows and their dependents.

- Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

The Company would also undertake other need based initiatives in compliance with Schedule VII of the Companies Act, 2013.

The Company is required to spend every year atleast, 2% of the average net profit made during the three immediately preceding financial years in pursuance of its Corporate Social Responsibility Policy. During the year under review, the Company has incurred Net loss of Rs. 78.90 Crores and The Board of Directors is of view that it is not viable to spent 2% of the average net profit made during the three immediately preceding financial years in the current financial year ending on 31st March, 2015. However, during the year under review, the Company has spent Rs. 3.42 Lacs on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure-3 EXTENSION OF TIME FOR HOLDING ANNUAL GENERAL MEETING Your Company has the following subsidiaries, overseas:- - Emmsons SA, in Switzerland

- Emmsons Grains Limited, in Cyprus

- Emmsons Gulf DMCC, in UAE.

Emmsons Gulf DMCC, is a Company incorporated in UAE and had its subsidiaries, inter-alia Emmsons Asia Pte Ltd, operating in Singapore and PT Star Emmsons operating in Indonesia.

The Financial Data of Emmsons Asia Pte Ltd maintained in accounting software had damaged consequently the Auditing of the Financial Data of the Company delayed for financial year ended 31st March, 2015.

Pursuant to the provisions of section 129(3) of the Companies Act, 2013, where a Company has one or more subsidiaries, it shall, in addition to financial statement, prepare a consolidated Financial Statement of the Company and of all the subsidiaries in the same form and manner that of its own which shall also be laid before the Annual General Meeting of the Company.

On account of delay in receipt of the Audited Financial Statement of the subsidiary, Your Company has not been able to finalize the consolidated financial statement. Accordingly, The Board of Directors of the Company in its meeting held on 28th May, 2015 has approved the Audited Financial statement alongwith Auditors' Report for the financial year ended on 31st March, 2015 on Standalone Basis.

Your Company made an application with Registrar of Companies, NCT of Delhi & Haryana seeking extension of time for holding Annual General Meeting, subsequently the Registrar of Companies has granted two months time upto 30th November, 2015 for conducting Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. Satish Chandra Gupta (Chairman), Mr. Vijay Kumar Kakkar (Member) and Mr. Viresh Shankar Mathur(Member). All recommendation made by the Audit Committee were accepted by the Board.

AUDITOR'S REPORT

The Auditors' observations are self explanatory and do not call for any further comments except on the consolidated Financial Statement of the Company which is related with Emmsons Gulf, a subsidiary company in Dubai.

The Auditors of Emmsons Gulf DMCC has expressed qualified audit opinion which is as under:

The Group trade receivables (note 11) and Advance to suppliers (note 12) include balances amounting to AED 98,483,991 (Rs. 1,674,631,631) and AED 20,953,350 (Rs. 356,292,859) respectively, which are overdue for more than 12 months. For the aforesaid balances, we have neither received independent balance confirmations nor we were able to satisfy ourselves on the recoverability of these amounts through audit procedures. The management has not made any allowances for doubtful receivables against these balances in the books of accounts:

The Management justification on the above:

In spite of delays in recovery of the receivables, the management continues to be confident of recovering the amount.

Further, since the IFRS are not applicable to the Company in India, hence the qualification does not have any impact on the consolidated accounts.

AUDITORS

M/s. Suresh & Associates, Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and have expressed their willingness and eligibility to continue in the office, if re-appointed. They have confirmed their eligibility to the effect that their re-appointment, if made would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

Members are requested to re-appoint them and authorize the Board to fix their remuneration and pay out of pocket expenses.

SECRETARIAL AUDITOR

The Board has appointed M/s. Saurabh Agarwal & Co., Practicing Company Secretaries, New Delhi to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Auditor Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure-4 to this Report.

VIGIL MECHANSIM

The Vigil Mechanism of the Company, which also incorporates, a Whistle Blower Policy in terms of the Listing Agreement entered with Stock Exchange. The Policy on Vigil Mechanism may be accessed on the Company's website at the link http://www.emmsons.com/ files/vigil-mechanism.pdf

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of section 134 of the Companies Act, 2013 an extract of Annual Return of the Company in the prescribed format is annexed herewith as Annexure- 5 to this Report.

CORPORATE GOVERNANCE

We believe that it is important for us to manage our business affairs in the most fair and transparent manner with a firm commitment to our values. Your Company is committed to maintain the highest standards of Corporate Governance. A Separate section on Corporate Governance together with a certificate from the Practicing Company Secretary confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange is annexed hereto.

The requisite Certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 of the Listing Agreement is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchange is annexed as Annexure-6 to this report.

LISTING OF SECURITIES

The Equity Shares of your Company are listed at Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The scrip code of the Company for the Bombay Stock Exchange Limited is 532038.

The Company has duly paid the listing fee to the aforesaid Stock Exchange for the financial Year 2015-16.

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

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continues efforts are being put for conservation of energy and minimizing power cost. Keeping in view of the nature of business of the Company, no technology is being used.

Details of Foreign Exchange used and earned is as follows: -

Foreign Exchange Earning : Rs. 5,033,569,534

Foreign Exchange outgo : Rs. 169,516,399

STATEMENT OF PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

In terms of the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 information of the employees are provided as an Annexure-A.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure-A.

DIRECTORS' RESPONSINBILITY STATEMENT Your Directors state that:- a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departure from the same;

b) Appropriate accounting policies have been selected and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) The Annual Accounts have been prepared on a going concern basis

e) Proper internal financial controls were followed by the Company and that such internal financial control are adequate and are operating effectively and;

f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that systems are adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended to the Company by Government, Commercial Banks, Business Associates, Shareholders, Customers and Executives, Officers and staff at all level.

For and on behalf of the Board

Sd/- Sd/-

Date : 30.10.2015 (ANIL MONGA) (RAJESH MONGA)

Place : New Delhi Managing Director Whole Time Director

(DIN : 00249410) (DIN : 00249642)


Mar 31, 2014

Dear Members,

Emmsons International Limited

The Directors have pleasure in presenting this 21st Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

The highlights of financial results of the Company for the Financial Years 2013-14 and 2012-13 are as under:

2013-2014 2012-2013 Particulars Amount US$ in Amount US$ in (Rs. in Crores) Million (Rs. in Crores) Million

Gross Sales and Income 1525.54 254.72 1837.32 338.36

Profit before interest, Depreciation and taxation 79.61 13.24 74.92 13.80

Less: Interest and financial Charges 74.98 12.52 59.38 10.94

Depreciation 0.80 0.13 0.66 0.12

Profit before taxation 3.83 0.64 14.88 2.74

Less: Provision for taxation 1.55 0.26 4.80 0.88

Provision for deferred taxation/ (tax effect of timing differences during year) (0.12) (0.02) (0.15) (0.03)

Profit after taxation 2.40 0.40 10.24 1.89

Add : Balance brought forward from the previous year 51.32 8.57 44.75 8.24

Less: Short/(Excess) Provision of Income Tax in Earlier Years (0.42) (0.07) (0.27) (0.05)

Disposable Profits 53.30 8.90 54.72 10.08

DIVIDEND

The Board is of the view that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly the Board has not recommended any dividend payment for the year 2013-14.

FINANCIAL AND OPERATIONAL PERFORMANCE

Your Company''s turnover during the year under report was Rs. 1525 Crores against Rs. 1837 Crores during the previous year, reflecting a decline of 17%. During the period under review amidst to increase in competitive environment, rising interest cost and exchange fluctuation, the company has noted slight drop in turnover. Your Management is working on various strategies to improve the performance and value of the Company.

PROFIT BEFORE TAX AND PROFIT AFTER TAX

Financial year 2013-14 was not an eventful year in terms of profitability; however the performance of your Company was at the satisfactory level. Owing to reduction in Annual Income from operations, exchange fluctuation and borrowing interest cost forced the Company to post lesser profit before tax and after tax which stands at Rs. 3.83 Crores as compared to Rs. 14.8 Crore of the previous year and Rs. 2.40 Crores as compared to Rs. 10.23 Crores of the previous year respectively.

NET WORTH OF THE COMPANY

Net worth is an important determinant of the value of a Company, considering it is composed primarily of all the money that has been invested since its inception, as well as the retained earnings for the duration of its operations. Net worth of the Company generally gives a snapshot of the Company''s investment history. There is continues rise in Net worth graph of your Company.

The trends of Net worth of last five years:

CAPITALISATION OF RESERVES FOR ISSUE OF BONUS EQUITY SHARES

On 14th May, 2013, your Company allotted 5998020 Bonus Equity Shares to the existing shareholders in the ratio of 1:1 by way of capitalisation of reserves. Pursuant to the allotment of Bonus Shares the paid up capital of the Company has increased to Rs. 1 19960400 divided into 1 1996040 Equity Shares of Rs. 10/- each. The Company has obtained Trading and Listing approval from Bombay Stock Exchange for the Bonus Equity Shares.

FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58 AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

PERFORMANCE OF SUBSIDIARY COMPANIES, OVERSEAS

The Company had till the end of financial year has three Subsidiary Companies, overseas namely:

- Emmsons Gulf DMCC,

- Emmsons Grains Limited

- Emmsons SA.

Emmsons Gulf DMCC:

Your Company''s subsidiary, Emmsons Gulf DMCC has continued to perform the role of aiding the expansion of distribution and display of current product profile of the Parent Company. During the year under review, it has posted a turnover of Rs. 2317.03 crores as compared to Rs.2292.14 crores in previous year.

Emmsons S.A:

Emmsons S.A was set up to lead the group foray in Europe, however after emergence of Emmsons Gulf DMCC as the leading group representative outside India, Emmsons S.A operations have slowed somewhat, however, efforts are being made to re energized Emmsons S.A.

Emmsons Grains Limited, Cyprus:

Emmsons Grains Limited (EGL), Cyprus is holding farming business through subsidiaries Companies operating in Ukraine. EGL has made possible efforts towards establishment of operations of Ukrainian Companies, however during the year under review, Ukraine has been facing civil disturbance, however the impact of these disturbance is still uncertain.

In accordance with section 212 of the Companies Act, 1956 and the general circular issued by the Ministry of Corporate Affairs, Government of India, in this respect, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Corporate Office of the Company and that of the respective subsidiary companies.

However, the consolidated financial statements of the Company and its Subsidiaries, prepared in accordance with accounting standard 21 (AS 21) prescribed by the Institute of Chartered Accountants of India, forms part of the this annual report and accounts.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Rajesh Monga retire by rotation at this Annual General Meeting and is eligible for re-appointment

In terms of Section 149, 1 52 and other applicable provisions of the Companies Act, 201 3, Mr. Satish Chandra Gupta, Mr. Viresh Shankar Mathur and Mr. Vijay Kumar kakkar, being eligible and offering them for appointment, are proposed to be appointed as a Non Executive Independent Director for a term upto 31st March, 2019.

None of the Directors of the Company is disqualified under Section 274(1) (g) of the Companies Act, 1956. As required by law, this position is also reflected in the Auditors'' Report. In accordance with provisions of section 149 of the Companies Act, 2013 and the Listing agreement with the Stock Exchanges, Mr. Satish Chandra Gupta, Mr. Viresh Shankar Mathur and Mr. Vijay Kumar Kakkar have given a declaration to the Company that they meet the criteria of independence as mentioned in Section 149 (6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

INADEQUACY IN PROFITS

During the year under review, the Managerial Personnel have been paid minimum remuneration in compliance with schedule XIII of the Companies Act, 1956 corresponding to the Schedule V of the Companies Act, 2013. The Board of Directors in their meeting held on 13th August, 2014 and Nomination & Remuneration Committee in their meeting held on 13th August, 2014 has approved the resolution, payment of minimum remuneration to Managerial Personnel subject to the approval of shareholders as Special Resolution.

CHANGE IN NOMENCLATURE AND CONSTITUTION OF COMMITTEES Nomination and Remuneration Committee

The Board of Directors in its meeting held on 30th May, 2014 has changed the nomenclature of Remuneration Committee to Nomination and Remuneration Committee to meet the requirement of Companies Act, 2013.

Stakeholder Relationship Committee

The Board of Directors in its meeting held on 30th May, 2014 has re-constituted the Committee and changed the nomenclature of Shareholder/Investor Grievance Committee to Stakeholder Relationship Committee to meet the requirement of Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board of Director in its meeting held on 30th May, 2014 has constituted Corporate Social Responsibility Committee of your Company to meet the requirement of Companies Act, 2013. The Company shall undertake the activities as prescribed under Schedule VII as amended from time to time of the Companies Act, 2013

The Board has appointed following members of the Committee in chairmanship of Independent Director:

Mr. Vijay Kumar Kakkar, Chairman Mr. Anil Monga, Member Mr. Rajesh Monga, Member Mr. Shivaz Monga, Member.

EXTENSION OF TIME FOR HOLDING ANNUAL GENERAL MEETING

Your Company has the following subsidiaries, overseas:- " Emmsons SA, in Switzerland

" Emmsons Grains Limited, in Cyprus

" Emmsons Gulf DMCC, in UAE.

Emmsons Grains Limited (EGL) is a Company incorporated in Cyprus and has its subsidiaries, operating in Ukraine. Over the past few days, Ukraine has been facing civil disturbance leading to chaos in that Country. EGL has made all the possible efforts for obtaining the necessary financial document/information from its subsidiaries, operating in Ukraine, required for finalization of its financials, however it has not been able to do so. Owing to the above, EGL has not been able to finalize its financial statement.

Pursuant to the provisions of section 129(3) of the Companies Act, 2013, where a Company has one or more subsidiaries, it shall, in addition to financial statement, prepare a consolidated Financial Statement of the Company and of all the subsidiaries in the same form and manner that of its own which shall also be laid before the Annual General Meeting of the Company.

On account of delay in receipt of the Audited Financial Statement of the subsidiary, the company has not been able to finalize the consolidated financial statement. Accordingly, the Board of Directors of the Company in its meeting held on 30th May, 2014 has approved the Audited Financial statement along with Auditors'' Report for the financial year ended on 31st March, 2014 on Standalone Basis.

The Company made an application with Registrar of Companies; NCT of Delhi & Haryana seeking extension of time for holding Annual General Meeting of the Company, subsequently Registrar of Companies has granted one month time as extension for conducting Annual General Meeting of the Company.

AUDITOR''S REPORT

The Auditors'' observations are self explanatory and do not call for any further comments except on the consolidated Financial Statement of the Company which is related with Emmsons DMCC Gulf, a subsidiary company in Dubai.

The Auditors of Emmsons Gulf DMCC has expressed qualified audit opinion which is a under:-

We draw attention to notes 1 1 ''Trade receivables'' and 1 2 ''Advances, deposits and other receivables'' to the financial statements. As at the reporting date, these balances include AED 87,581,344 (Rs. 14272781 30) and AED 20,782,125 (Rs.338677978) respectively, being balances outstanding for more than 12 months. The impairment has not been assessed in accordance with IAS 39 ''Financial instruments'' and no allowance for doubtful receivables has been made in the books of account.

Consolidation of financial accounts has been carried out on line by line methods, without giving effects of International Financial Reporting Standards which are not applicable to Company in India.

The Management justification on the above:-

In spite of delays in recovery of the above receivables, the management continues to be confident of recovering the amount in the near future.

Further, since the IFRS are not applicable to the company in India, hence the qualification does not have any impact on the consolidated account.

AUDITORS

M/s. Suresh & Associates, Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and have expressed their willingness and eligibility to continue in the office, if re-appointed.

Members are requested to re-appoint them and authorize the Board to fix their remuneration and pay out of pocket expenses.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. A Separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange is annexed hereto.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 of the Listing Agreement is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchange is given in Annexure-B and forms as an integral part of this report.

LISTING OF SECURITIES

The Equity Shares of your Company are listed at Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The scrip code of the Company for the Bombay Stock Exchange Limited is 532038.

The Company had duly paid the listing fee to the aforesaid Stock Exchange for the financial Year 2014-1 5.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OTUGOING

The particulars regarding energy conservation and technology absorption as prescribed under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are not applicable to the Company.

Details of Foreign Exchange used and earned is as follows: - (Rs. in ''000'')

Foreign Exchange Earning: Rs. 8158858.19

Foreign Exchange outgo: Rs. 484464.85

STATEMENT OF PARTICULARS OF EMPLOYEES

In terms of the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) rules, 1975 the information of the employees are set out as an Annexure "A" to the Director''s Report and forming part thereof.

DIRECTORS'' RESPONSINBILITY STATEMENT

With reference to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:-

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;

c) 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; and

d) the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended to the Company by Government, Commercial Banks, Business Associates, Shareholders, Customers and Executives, Officers and staff at all level.

For and on behalf of the Board

Sd/-

Date : 24.09.2014 (RAJESH MONGA)

Place : New Delhi Whole Time Director


Mar 31, 2013

Dear Members,

Emmsons International Limited

The Directors have pleasure in presenting this 20th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

The highlights of financial results of the Company for the Financial Years 2012-13 and 2011-12 are as under:



2012-2013 2011-2012

Particulars Amount Amount Amount Amount (Rs. in Lacs) (US$ in Million) (Rs. in Lacs) (US$ in Million)

Gross Sales and Income 183731.88 338.36 190527.45 374.54

Profit before interest, Depreciation and taxation 7492.78 13.80 7028.83 13.82

Less: Interest and financial Charges 5938.28 10.94 5241.36 10.30

Depreciation 66.13 0.12 72.97 0.14

Profit before taxation 1488.37 2.74 1714.49 3.37

Less: Provision for taxation 480.00 0.88 530.00 1.04

Provision for deferred taxation/ (tax effect of timing differences during year) (15.49) (0.02) (32.73) (0.06)

Profit after taxation 1023.86 1.89 1217.23 2.39

Add : Balance brought forward from the previous year 4475.20 8.24 3598.01 7.07

Less: Short/(Excess) Provision of Income Ta x in Earlier Years (27.29) (0.05) (44.03) (0.09)

Disposable Profits 5471.78 10.07 4771.21 9.38

DIVIDEND

Your Directors are pleased to recommend dividend @ 10% (i.e. Rs. 1.00/- per share) for the financial year ended 31st March, 2013, which if approved at the ensuing Annual General Meeting, will be paid to:

i. All those shareholders whose names appears in the Register of Members as on close of business hour on 20th Day of September, 2013 and ;

ii. All those whose names appears on the date, as mentioned above, as beneficial owners, furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

FINANCIAL AND OPERATIONAL PERFORMANCE

Since your Company is engaged in trading of various commodities and its revenue is depending upon the procuring orders for exports and imports. During the year under review, the business slowed down marginally with a turnover of Rs 1837 crores as compared to Rs. 1905 crores of previous year. The Company recorded the performance despite advance market conditions.

Turnover Trends:

PROFIT BEFORE TAX AND PROFIT AFTER TAX

The ability of the Company to earn a profit is a relative measure of a success of its business. During the year under review the profitability of the Company did not go up in view of very volatile forex market, finance cost, litigation expenses and thin margins. Your management is working on various models and assignments so as to increase the profitability of your Company. Your Company has posted Profit before tax of Rs. 14.88 Crore as compared to Profit before tax of Rs. 17.14 Crore. The Company has earned Profit after tax Rs. 10.24 Crore as compared to Profit after tax of Rs. 12.17 Crore in the previous financial year.

Trends of Profit before tax and Profit after tax over last five years:

EARNING PER SHARES

An earning per share is an indication, to measure the profitability of the Company. It also represents the financial standing of the Company. Your Company has noted an earning per share of Rs. 17.07 as on close of financial year 2012-13.

Trends of Earning per shares of last five years:

NET WORTH OF THE COMPANY

Net worth is a key measure to ascertain the worth of the entity. A consistent increase in net worth indicates good financial health of the Company. Over the period of year, the Net Worth trend of your Company is getting higher and higher. The management of your Company is result oriented hence there is a constant rise in Net worth trend of the Company that represents your Company is moving in right direction.

The trends of Net worth of last five years:

TRADING AND LISTING APPROVAL BY BOMBAY STOCK EXCHANGE

In the year 2012, your board of directors has allotted 850,000 Equity Shares upon conversion of same number of Convertible warrants to the person belonging to the promoter group, pursuant to In-Principal approval granted by Bombay Stock Exchange Limited. Your Company has submitted an application with Bombay Stock Exchange towards granting of trading and listing permission for above mentioned Equity Shares consequently the Bombay Stock Exchange has pleased to grant the same on Friday the 20th July, 2012. Accordingly the Listed Capital of the Company is increased from 5148020 Equity Shares of Rs. 10/- each to 5998020 Equity Shares of Rs. 10/- each.

CAPITALISATION OF RESERVES FOR ISSUE OF BONUS EQUITY SHARES

On 14th May, 2013, your Company allotted 5998020 Bonus Equity Shares to the existing shareholders in the ratio of 1:1 by way of capitalisation of reserves. Pursuant to the allotment of Bonus Shares the paid up capital of the Company has increased to Rs. 119960400 divided into 11996040 Equity Shares of Rs. 10/- each. The Company has obtained Trading and Listing approval from Bombay Stock Exchange for the Bonus Equity Shares.

FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58 AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

OVERSEAS INITIATIVES AND DEVELOPMENT OF SUBSIDIARY COMPANIES

Your Company made several strategic investments during last few years aimed at procuring business and operational benefits. The Company had till the end of financial year has three Subsidiary Companies namely:

- Emmsons Gulf DMCC,

- Emmsons Grains Limited

- Emmsons SA.

The presence of Subsidiaries in overseas is the indication of worldwide presence of the Emmsons around the globe. Your Board of the Directors is of view that the Subsidiary Company(s) has great potential of expansion and development in future. The Executive(s) of the Company are offering their efforts to maintain the growth rate of the Company as well its Subsidiaries.

The detail of the Emmsons overseas presence, through its subsidiaries is as under:

Emmsons Gulf DMCC:

Emmsons Gulf DMCC, Dubai, a wholly owned subsidiary of your Company represents Emmsons Group in the Middle East market. It has developed its business on the same line as parent company and has performed well, during the past years. During the year under review, it has posted a turnover of Rs. 229214.82 Lacs as compared to Rs. 264421.50 Lacs in previous year. The Company has also invested in Coal Mine venture in Indonesia which is expected to start commercial production during the current financial year.

Emmsons S.A:

Emmsons S.A was set up to lead the group foray in Europe, however after emergence of Emmsons Gulf DMCC as the leading group representative outside India, Emmsons S.A operations have slowed somewhat, however, efforts are being made to re energized Emmsons S.A.

Emmsons Grains Limited, Cyprus:

Emmsons Grains Limited, Cyprus is holding farming business through Ukrainian Companies. After the initial face, operations of Ukrainian companies have now established and the Company expected to start receiving returns on its investment during the current financial year.

In accordance with section 212 of the Companies Act, 1956 and the general circular issued by the Ministry of Corporate Affairs, Government of India, in this respect, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Corporate Office of the Company and that of the respective subsidiary companies.

However, the consolidated financial statements of the Company and its Subsidiaries, prepared in accordance with accounting standard 21 (AS 21) prescribed by the Institute of Chartered Accountants of India, forms part of the this annual report and accounts.

DIRECTORS

According to Section 255 & 256 of the Companies Act, 1956 read with Clause 89 & 90 of Article of Association of the Company, Mr. Vijay Kumar Kakkar and Mr. Shivaz Monga, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Your Directors recommend the re-appointment of Mr. Vijay Kumar Kakkar and Mr. Shivaz Monga, as Directors of the Company. Further, Pursuant to provisions of the clause 49 of the listing agreement, the brief resume of the Directors, who are to be re-appointed in this Annual General Meeting, are provided in the Corporate Governance section, which is a part of the Annual Report of the Company.

AUDITOR''S REPORT

The Auditors'' observations are self explanatory and do not call for any further comments except on the consolidated Financial Statement of the Company which is related with Emmsons Grains Limited, a subsidiary company in Cyprus.

The Auditors of Emmsons Grains Limited, has expressed qualified audit opinion which is a under:- As at the balance sheet date, the Company had an investment in one of its subsidiaries carried out an amount of US$373.206 [Rs.20265059] (2012:US$373.206) [Rs.18984989]and loan receivable from this subsidiary and other group companies amounting to US$ 8.398.221 [Rs.456023400] (2012:US$8.228.701) [Rs.418594020].IFRS (International Financial Reporting Standards) Financial Statements or other relevant supporting documentation has not been available to us to determine whether the carrying value of investment and of the loan advanced have suffered any impairment.

Management Response in Directors Report:- The Primary activity of the Ukrainian companies which are subsidiaries of EGL is farming operations. Ukrainian Law does not require preparation of accounts of these companies under International Financial Reporting Standards (IFRS) however the accounts are prepared and filed with Authorities as prescribed under Ukrainian law. Copies of these accounts were made available to the Auditors

AUDITORS

M/s. Suresh & Associates, Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and have expressed their willingness and eligibility to continue in the office, if re-appointed.

Members are requested to re-appoint them and authorize the Board to fix their remuneration and pay out of pocket expenses.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. A Separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange is annexed hereto.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 of the Listing Agreement is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchange is given in ''Annexure-B'' and forms as an integral part of this report.

LISTING OF SECURITIES

The Equity Shares of your Company are listed at Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The scrip code of the Company for the Bombay Stock Exchange Limited is 532038.

The Company had duly paid the listing fee to the aforesaid Stock Exchange for the financial Year 2013-14.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OTUGOING

The particulars regarding energy conservation and technology absorption as prescribed under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are not applicable to the Company.

Details of Foreign Exchange used and earned is as follows: - (Rs. in ''000'')

Foreign Exchange Earning: Rs. 1,08,80,133.65 Foreign Exchange outgo: Rs. 30,77,804.12

STATEMENT OF PARTICULARS OF EMPLOYEES

In terms of the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) rules, 1975 the information of the employees are set out as an ''Annexure-A'' to the Director''s Report and forming part thereof.

DIRECTORS'' RESPONSINBILITY STATEMENT

With reference to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:- a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;

c) 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; and

d) the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended to the Company by Government, Commercial Banks, Business Associates, Shareholders, Customers and Executives, Officers and staff at all level.



For and on behalf of the Board



Sd/-

Date : 09.08.2013 (ANIL MONGA)

Place:New Delhi Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting this 19th Annual Report on the business and operations of the Company together with Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

The highlights of financial results of the Company for the Financial Years 2011-12 and 2010-llare as under:

2011-2012 2010-2011 Particulars Amount Amount Amount Amount (Rs. in Lacs) (US$ in Million) (Rs. in Lacs) (US$ in Million)

Gross Sales and Income 190527.45 374.54 134351.70 301.30

Profit before interest,

Depreciation and taxation 7030.72 13.82 4420.83 9.91

Less: Interest and financial Charges 5241.36 10.30 2892.70 6.49

Depreciation 72.97 0.14 58.94 0.13

Profit before taxation 1716.39 3.37 1469.19 3.29

Less: Provision 0for taxation 531.89 1.05 499.72 1.12 Provision for deferred taxation/

(tax effect of timing differences during year) (32.73) (0.06) (3.73) (0.0l)

Profit after taxation 1217.23 2.39 973.20 2.18

Add : Balance brought forward

from the previous year 3598.01 7.07 2860.69 6.42 Less: Short/ (Excess) Provision of Income Tax in Earlier Years (44.03) (0.09) 43.23 0.l0

Disposable Profits 4771.21 9.38 3790.66 8.50

DIVIDEND

Your Directors are pleased to recommend dividend @ 25% on 5998020 Equity Shares of Rs.10 each (i.e. Rs. 2.50/- per share) for the financial year ended 31st March, 2012, which if approved at the ensuing Annual General Meeting, will be paid to:

i. All those shareholders whose names appears in the Register of Members as on 14th Day of September, 2012 and;

ii. All those whose names appears on the date, as mentioned above, as beneficial owners, furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

RISK AND CONCERNS Risk Control System

This section discusses the aspects relating to the risk management. Readers are cautioned that the risk related information outlined here is not exhaustive and is for information purpose only. Emmsons International believes that risk management and internal control are fundamental to effective corporate governance and the development of a sustainable business. Your Company has a firm process to identify key risks and priorities relevant action plans that can mitigate these risks.

As reported in the last year your Company has a practice to hedge its Imports and Exports on the main Commodity exchanges wherever possible and securing forward exchange contracts to minimize the risk of fluctuations in foreign currency rates, this practice has been continued to be followed in this year also, however a expert professional has been delegated this work to take care of. The senior management is directly concerned in supervising such decisions relating to hedging and securing the transactions.

The Company has adopted proper reporting system relating to sensitive areas and from time to time a detailed reporting on such various issues are being made to the Board of Directors.

Internal Control system and their adequacy

The Company's philosophy towards control systems is mindful of leveraging resources towards optimisation while ensuring the protection of its assets. The Company deploys a robust system of internal controls that facilitates the accurate and timely compilation of financial statements and management reports; ensures regulatory and statutory compliance; and safeguards investor's interest by ensuring highest level of governance and periodic communication with investors.

Further, the Company's internal control system primarily covers prominent aspects such as, the Efficient use and protection of resources, the Accuracy and Promptness of financial reporting, the Compliance of laws and regulations.

Moreover, your Company has a well-defined organizational structure, set of policies, guidelines and clearly defined authority and hierarchy levels.

Segment wise Performance

As the company's business activity falls within single primary business segment viz. trading of commodities, hence reporting of segment wise performance is not applicable.

Financial and Operational Performance

The Growth of the Company in terms of turnover was repeated once again in this year too. Emmsons with its proper planning, execution and constant efforts has been able to perform well.

During the year under reporting, the financial performance in terms of key parameters is noteworthy. The turnover of the Company for the financial year ended is Rs. 1905.27 Crores as against Rs. 1342.47 Crores in the last financial year.

Turnover Trends:

Profit before Tax and Profit after Tax

In the current year the Profit after tax is Rs. 12.17 Crores as Compared to Profit of Rs.9.37 Crores in the previous financial year.

Sharing of Profits with the shareholders of the Company

The Company has always strived to share its earnings by way of dividend with its valuable shareholders, while retaining another portion to finance investments for future growth. The company has now been distributing dividend to its shareholders regularly for the last five years.

Dividend Trends over last five years:

Earning per shares

The Company has recorded good earnings per share for its shareholders over the year of period. The earning per shares depicts the proportion of profits of the Company in a financial year with each shares held by the shareholders.

Trends of Earning per shares of last five years:

Net worth of the Company

The growth in the Net worth trends in your Company also attracts the attention and draws the picture of growth of your Company over the last few years.

The trends of Net worth of last five years:

The financial statements of the company for the year under review have been prepared in Compliance with the requirements of the Companies Act, 1956 and Generally Accepted Accounting Principles in India. The management of the company accepts the responsibility for the integrity and objectivity of these financial statements.

ALLOTMENT OF SHARES TO THE PROMOTER'S GROUP

Your Board of Directors, in the year of Reporting, have allotted 8,50,000 equity shares to the persons belonging to the Promoter's group. Previously, in the year 2010, your Directors, pursuant to the approval granted by shareholder's in their meeting held on 21st May, 2010, and upon In-Principle approval from the Bombay stock exchange in this respect had allotted 9,00,000 equity warrants on Rs. 120/- per warrant, convertible into the same No. of Equity shares, to the promoter's group of the Company.

The allottees of warrants had deposited with the Company 25% of the issue price of Rs. 120/- per warrant as subscription money for such allotment. The Respective allottees except one allottee holding 50,000 equity warrants, have exercised the conversion option and requested the Company to convert their warrants into equity shares and also deposited the rest 75% of the issue price of warrants. The Board of Directors of the Company upon such exercise, allotted 8,50,000 equity shares to their respective allottes.

Further, post allotment, the paid up capital of the Company has increased from Rs. 5,14,80,200/- (51,48,020 equity shares of face value of Rs. 10/- each) to Rs. 5,99,80,200/- (59,98,020, equity shares of face value of Rs. 10/- each.)

Moreover, upon lapse of time of conversion of equity warrants into the equity share as prescribed under the SEBI (ICDR), Regulations, 2009, the warrant holders holding 50,000 (Fifty Thousand) warrants did not turn up for the conversion of warrants into shares within the stipulated time, as mentioned above. The Board, pursuant to the above regulations has decided to forfeit the subscription money paid by the proposed allottees at the time of allotment of warrants.

Your Company has made an application to the Bombay Stock Exchange for the listing of above mentioned equity shares, and the exchange has granted the In-Principle approval of Listing of these shares, Further pursuant to the In-principle approval of Listing, an application to obtain trading permission from BSE has been filed, which is under consideration of the Exchange.

COMPANY'S WEBSITE- REJUVENATED

Company's official website has been revived in such a way to be a center of information; it is now more of a depiction of your Company on the web. It demonstrates all the relevant information relating to your Company, its story of growth, achievements till date, information of the core business of your Company and also an Investor relation corner, for existing and prospective investors/shareholders etc.

The new website of the Company is trendier and user friendly, it is prepared keeping in mind the layman ship of general users and the relevant information to be obtained by them. It is also ensured that the website is updated with its various progresses, achievements and in terms of investor's information, took place in the Company.

HUMAN RESOURCE

Your Company believes in today's evolving competitive business environment its employees are the key differentiators. Our people are central to whom we are and thus we have built a strong alignment between our employee's and our organization's vision & value framework. We have directed efforts to build a fine balance between an employee's perspective of being an organization which is 'caring' and 'rewarding' and an employer's perspective of being 'performing' and 'progressive'.

Fair and transparent performance management processes have been instituted to differentiate, to reward & recognize employees based on their deliverability. Our employee relationship culture reflects the Company's longstanding business principles and drives the company's overall performance. While we have continued to equip employees with the necessary skills and attitude to deliver on their current job responsibilities, the prime focus has been to identify, assess, groom and build leadership potential for future.

During the year, employee relations scenario in your Company continued to be conducive marked by Internal harmony and mutual trust. Regular interactions amongst the management and apex forums make the environment most friendly to perform better. The total number of employees working with the company as on the end of the year under review was seventy six and the company continued to enjoy a cordial and harmonious relation with its employees at all level.

INSURANCE

All assets of the company including its plant and machinery and stocks have been adequately insured.

FIXED DEPOSITS

In reference to section 58A of the Companies Act, 1956, your company had not accepted any deposit from public during the year ended 31st March, 2012.

SUBSIDIARY COMPANIES

One of the constant efforts of your management is to establish your Company as multinational Company and to have the wider presence across the globe. The experts, professionals are always putting their effort to explore the new markets/ regions and the wider customer base in the various part of the world and striking business deal with them. The continuous efforts of to take the business of Emmsons on global level, will satisfy our vision to make your organization a Multinational organization.

Presently your Company has following overseas presence, through its subsidiaries:

Emmsons Gulf DMCC:

Since its Inception in the year 2009, this Company has always shown considerable growth and development potential and added to the main course of the business. This is a matter of pride for the parent Company that its subsidiary, Emmsons Gulf DMCC, has overtaken the parent company, both in terms of turnover as well as profitability.

Emmsons Gulf DMCC has been doing business on the same line of its parent Company and has established the presence of Emmsons group in the Middle East market. Your Management, further wants to convey you that, recently, Emmsons Gulf DMCC has acquired a coal mine in Indonesia, which is on the verge of starting production in the months to come.

Your Management has huge expectations that once the Coal mines started production, it will open the door for the Company to enter into most emerging and vibrant sector of Power. Entering into the power sector, will give all the headway for the Company as a group to accelerate its pace of growth. We have all expectations to increase the pace of development and to earn more for the benefit of its stakeholders.

Emmsons S.A. :

This company has not been able to make any headway during the business, however, your Management constantly been trying to reestablish the operations of this company. Your Management expects to have this year as a fruitful year for the Company and some productivity to add to the main course of its business.

Emmsons Grains Limited, Cyprus:

Emmsons Grains Limited, the holding company for the Ukrainian farming operations has been brought under our umbrella in December, 2011. The company has completed acquisition of certain farming businesses in Ukraine. The company expects to start generating results from the current year.

In accordance with section 212 of the Companies Act, 1956 and the general circular issued by the Ministry of Corporate Affairs, Government of India, in this respect, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Corporate Office of the Company and that of the respective subsidiary companies.

However, the consolidated financial statements of the Company and its subsidiaries, prepared in accordance with accounting standard 21 (AS 21) prescribed by the Institute of Chartered Accountants of India, forms part of this annual report and accounts.

OVERSEAS PROJECTS INDONESIA

Few years ago, your Company developed a very clear vision to enter into the power sector, through acquisition of Coal mines in Indonesia. Initially your Company, through Emmsons Gulf DMCC, had acquired 25% stake in the Coal Mines in Indonesia. During the year under review Emmsons Gulf acquired additional 73.89% stake in the coal mining business. The said acquisition has opened the gateway to enter into the power sector. Your Management expects to have the production from the mines very soon, which is expected to add more stability to the business model of the company.

UKRAINE

Emmsons Grains Limited, a wholly owned subsidiary of your company, has acquired farming assets in Ukraine and has been doing corporate farming of wheat, sun-flower seeds and other agri-products, The group has also set up an agro-processing centre for cleaning, drying and storage of agri-products.

DIRECTORS

As per article 89 and 90 and section 255 and 256 of the Companies Act, 1956 Mr. Satish Chandra Gupta, and Mr. Rajesh Monga, Directors of the company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Your Directors recommend the reappointment of Mr. Satish Chandra Gupta, and Mr. Rajesh Monga, as Director of the company. Further, Pursuant to provisions of the clause 49 of the listing agreement, the brief resume of the Directors, who are to be reappointed in this Annual General Meeting, are provided in the corporate governance section, which is a part of the Annual Report of the company.

AUDITOR'S REPORT

The Auditor's observations are self explanatory and, therefore do not call for any further comments.

AUDITORS

M/s Suresh & Associates, Chartered Accountants, the Auditors of the company retire at the ensuing Annual General Meeting and have expressed their willingness and eligibility to continue in the office, if re-appointed.

Members are requested to re-appoint them and authorize the Board to fix their remuneration and pay out of pocket expenses.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

LISTING OF SECURITIES

The Equity shares of the company are listed in The Bombay Stock Exchange, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai only. The scrip code for The Stock Exchange, Mumbai is 532038.

The company had duly paid the listing fee to the aforesaid Stock Exchange for the financial Year 2012-13.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OTUGOING

As the company is not covered in schedule A of Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988, provisions of Section 217(1) (e) of the Companies Act, 1956 are not applicable.

STATEMENT OF PARTICULARS OF EMPLOYEES

In terms of the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 the information of the employees are set out in the Annexure-A of the Director's Report and forming part thereof.

DIRECTOR'S RESPONSINBILITY STATEMENT

With reference to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:-

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;

c) 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; and

d) the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Government, stakeholders and other business associates who have extended their valuable, sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for your continued support in the future.

For and on behalf of the Board

Sd/-

Date : 14.08.2012 (ANIL MONGA)

Place : New Delhi Chairman & Managing Director


Mar 31, 2011

To the Members

The Directors are pleased to present the 18th Annual Report and the audited accounts of the company for the financial year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended March 31, 2011 is summarised below:

2010-2011 2009-2010

Particulars Amount Amount Amount Amount (Rs. in (US$ in (Rs. in (US$ in Lacs) Million) Lacs) Million)

Gross Sales and Income 134246.68 301.07 69322.86 154.41

Profit before interest, 4305.65 9.66 4147.23 9.24 Depreciation and taxation

Less: Interest and financial Charges 2777.52 6.23 2084.11 4.64

Depreciation 58.94 0.14 49.97 0.11

Profit before taxation 1469.19 3.29 2013.15 4.49

Less: Provision for taxation 499.72 1.12 716.51 1.60

Provision for deferred (3.73) (0.01) (0.59) (0.00) taxation/(tax effect of timing differences during year)

Profit after taxation 973.20 2.18 1297.23 2.89

Add : Balance brought forward 2860.69 6.42 1819.35 4.05 from the previous year

Less: Short/ (Excess) Provis -ion of Income Tax in Earlier Years 43.23 0.10 (4.57) (0.01)

Disposable Profits 3790.66 8.50 3121.15 6.95

DIVIDEND

Your Directors are pleased to recommend dividend @ 20% on 5148020 Equity Shares of Rs.10/- each (i.e. Rs. 2/- per share) for the financial year ended 31st March, 2011, which if approved at the ensuing Annual General Meeting, will be paid to:

i. All those shareholders whose names appears in the Register of Members as on 19th Day of September, 2011and ;

ii. All those whose names appears on the date, as mentioned above, as beneficial owners, furnished by National Securities Depository Limited and Central Depository Services (India) Limited.

BUILDING TOMMOROWS:

Your Directors and Management always have the clear views to strengthen the base and consistent future growth of the Company. The various steps were initiated in current year of reporting or even in the previous year also to achieve the higher growth of the Company. The Management has always strived to add more commodities in its trading basket to make it grand and to expand the Company's reach to most parts of the world. Since your Company has already left its footprint in various countries through their subsidiaries or associates, involving in Agro trading, commodities, food, fertilizers and energy businesses.

For the past few years, your company has been working to capture the immense opportunity of businesses involved in power & commodities sector. Our wholly owned subsidiary Emmsons Gulf DMCC has already take the first step to achieve the said objective by acquiring 25% stake in a coal mining venture in Indonesia. We would further like to inform you that your Company is taking sincere efforts towards growth and developments of such projects and shall be able to add the outputs and benefits from these projects to the main course of business, very soon.

Your Directors by taking such prominent steps have always kept the generous thought for their shareholders and their successors to 'Building Tomorrows' for them.





INSURANCE

All assets of the company including its plant and machinery and stocks have been adequately insured.

FIXED DEPOSITS

In reference to section 58A of the Companies Act, 1956, your company had not accepted any deposit from public during the year ended 31st March, 2011.

SUBSIDIARY COMPANIES

Your Company has now presence in various countries of the world through its subsidiaries and associates. Your Management has very clear vision to make your Company a global multinational in years to come. At present your Company has following overseas presence through its subsidiaries:

UNITED ARAB EMIRATES:

In the year 2009, Your Company had established its subsidiary, Emmsons Gulf DMCC in Dubai, UAE, The main activity of this Company is International trading of various commodities and fertilizers.

In a short span of time, the subsidiary has been able to establish itself well with focus on the Middle-East markets. The company has emerged as mainstay of Emmsons Group in the lucrative Middle-East Markets.

SWITZERLAND:

The Emmsons SA, was established in the year 2007 in Switzerland as a subsidiary of your Company with its main activity of International Trading & Shipping, The Swiss subsidiary could not make much headway during the year. However the Company visualizes to recover in current financial year.

INTERNATIONAL PROJECTS

INDONESIA:

Your Company had entered into a Joint Venture in the year 2008, for the purpose of acquiring Coal Mine(s) in Indonesia. Finally Emmsons Group has acquired 25% stake in a coal mining project in Indonesia through Emmsons Gulf DMCC. Your management considers the stake as a strategic asset, which will lead our entry into the power sector.

UKRAINE:

During the year farming project in Ukraine has shown the major progress, with appointment of local professionals and experts and expect the fruitful outcomes from current financial year. Steps have been taken to complete the structuring process and are likely to be completed in the coming months.

DIRECTORS

Mr. Mohammad Tariq Raza, Independent Director of the Company, resigned from the Board vide his letter dated 12th May, 2011 and the same was accepted by the Board of Directors, in their meeting held on 12th May, 2011. The Directors would like to place on record their appreciation of the contributions made by Mr. Mohammad Tariq Raza during his tenure as the Professional and Independent Director.

As per article 89 and 90 and section 255 and 256 of the Companies Act, 1956 Mr. Vijay Kumar Kakkar, and Mr. Viresh Shankar Mathur, Directors of the company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Your Directors recommend the reappointment of Mr. Vijay Kumar Kakkar and Mr. Viresh Shankar Mathur as Director of the company. Further, Pursuant to provisions of the clause 49 of the listing agreement, the brief resume of the Directors, who are to be reappointed in this Annual General Meeting, are provided in the corporate governance section, which is a part of the Annual Report of the company.

AUDITOR'S REPORT

The Auditor's observations are self explanatory and, therefore do not call for any further comments.

AUDITORS

M/s Suresh & Associates, Chartered Accountants, the Auditors of the company retire at the ensuing Annual General Meeting and have expressed their willingness and eligibility to continue in the office, if re-appointed.

Members are requested to re-appoint them and authorize the Board to fix their remuneration and pay out of pocket expenses.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Corporate Governance Report, Managing Director's and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

LISTING OF SECURITIES

The Equity shares of the company are listed in The Bombay Stock Exchange, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai only. The scrip code for The Stock Exchange, Mumbai is 532038.

The company had duly paid the listing fee to the aforesaid Stock Exchange for the financial Year 2011-2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

As the company is not covered in schedule A of Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988, provisions of Section 217(1) (e) of the Companies Act, 1956 are not applicable.

STATEMENT OF PARTICULARS OF EMPLOYEES

During the year, no employee of the Company received a salary of more than Rs. 60.00 Lacs per annum or Rs. 5.00 Lacs per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

DIRECTOR'S RESPONSINBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;

c) 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; and

d) the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in the future. Your Directors acknowledge with sincere gratitude to the co-operation and assistance extended by various Central and State Government Authorities, Bankers, Overseas traders, customers, retailers and other associated with the company as its trading partners for their continued support & trust and the shareholders of the company for reposing their confidence in the management of the company.

We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the company continues to grow and excel.

For and on behalf of the Board



Sd/- Date : 13.08.2011 (ANIL MONGA) Place:New Delhi Managing Director






Mar 31, 2010

The Directors of your company have pleasure in presenting the 17th Annual Report and the Audited Accounts of the company for the financial year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS

A summarized position of the sales turnover, profits and taxation for the year under review as compared to the previous year is given below:

Particulars Amount (Rs. in Lacs) Amount (US$ in Million)

2009-2010 2008-2009 2009-2010 2008-2009

Gross Sales and Income 69322.86 65530.05 154.41 145.96

Profit before interest, 4147.23 2410.87 9.24 5.37

Depreciation and taxation

Less: Interest and financial Charges 2084.11 1302.15 4.64 2.90

Depreciation N 49.97 46.18 0.11 0.10

Profit before taxation 2013.15 1062.54 4.49 2.37

Less: Provision for taxation 716.51 407.55 1.60 0.91

Provision for deferred (0.59) 16.31 0.00 0.04

taxation/(tax effect of timing differences during year)

Profit after taxation , 1297.23 638.68 2.89 1.42

Add : Balance brought forward 1819.35 1382.64 4.05 3.08

from the previous year

Less: Short/(Excess) Provision

of Income Tax in Earlier Years (4.57) 41.74 (0.01) 0.09

Disposable Profits 3121.15 1978.58 6.95 441



2. DIVIDEND

Your Directors are pleased to recommend dividend @ 20% on 5148020 Equity Shares of Rs.10 each (i.e. Rs. 2 per share) for the financial year ended 31st March, 2010, which if approved at the ensuing Annual General Meeting, will be paid to:

i. All those shareholders whose names appears in the Register of Members as on 20th September, 2010 and ;

ii. All those whose names appears on the date, as mentioned above, as beneficial owners as furnished by National Securities Depository Limited and Central Depository Services Limited.

4. INSURANCE

All assets of the company including its plant and machinery and stocks have been adequately insured.

5. FIXED DEPOSITS

The company had not accepted any deposit from public during the year ended 31st March, 2010, pursuant to the provisions of section 58-A of the Companies Act, 1956.

6. SUBSIDIARY COMPANIES

The Companys vision of a being a Global Commodity Trader warrants its presence outside India. As a first step, the Company has established 2 Subsidiaries as mentioned below:

NAME : EMMSONS GULF DMCC, DUBAI

ACTIVITY : INTERNATIONAL TRADING

During the year under review, the companys trading subsidiary in Dubai, Emmsons Gulf DMCC started operations during the current year. In its first few months of operations during the current year, the company registered a turnover of over USD 22.41 million with net profit of USD 0.50 million approx. The company is expected to stabilize its operations and grow substantially during the current year on the back of expanded products basket. |

NAME : EMMSONS SA, SWITZERLAND

ACTIVITY : INTERNATIONAL TRADING & SHIPPING

With subdued export of agro commodities from India, the Swiss subsidiary could not make much headway during the year. However the company expects to record a complete turnaround during the current year.

7. INTERNATIONAL PROJECTS

PROJECT : COAL MINING

LOCATION : EAST KALIMANTAN, INDONESIA

The progress on coal mining project in Indonesia remained sluggish on account of financial global slowdown. The company was able to achieve financial closure for its share of funding in the project. The current year is expected to see some major progress.

PROJECT : FARMING, PROCESSING AND STORAGE

LOCATION : UKRAINE

During the year under review the company has been able to make major progress on the Ukraine projects. The acquisition of farming companies in Ukraine in nearing completion and is expected to be completed by Sep, 2010. The agro-processing project is also expected to be completed during the year.

Next year onward the Ukraine project is expected to start showing good results.

8. DIRECTORS

Mr. Rajesh Monga and Mr. Shivaz Monga, Directors of the company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. Further, the Board of Directors of the Company in their meeting held on 26th April, 2010 after recommendation by the Remuneration Committee has approved the re-appointment of Mr. Anil Monga as Managing Director w.e.f. 1st September, 2010, whose terms of appointment will be expired on 31st August, 2010 subject to approval of the members in the forthcoming Annual General Meeting.

Your Directors recommend the reappointment of Mr. Rajesh Monga and Mr. Shivaz Monga as Directors and Mr. Anil Monga as Managing Director of the company.

Further, pursuant to provisions of the clause 49 of the listing agreement, the brief resumes of the Directors, who are to be reappointed in this Annual General Meeting, are provided in the corporate governance section, which is a part of the Annual Report of the company.

9. AUDITORS REPORT

The Auditors observations are self-explanatory and, therefore do not call for any further comments.

10. AUDITORS

M/s Suresh & Associates, Chartered Accountants, the Auditors of the company retire at the ensuing Annual General Meeting and have expressed their willingness to continue in the office, if re-appointed. Members are requested to re-appoint them and authorize the Board to fix their remuneration and pay out of pocket expenses. >

11. REPORT ON CORPORATE GOVERNANCE

A detailed report on the procedures adopted by the company on the Corporate Governance along with the certificate of Auditors of your company regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement with Stock Exchanges is enclosed and form part of this Annual Report. j

12. LISTING OF SECURITIES

The Equity shares of the company are listed in The Bombay Stock Exchange, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai only. The scrip code for The Stock Exchange, Mumbai is 532038.

The company had duly paid the listing fee to the aforesaid Stock Exchange for the Financial Year 2010-2011.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OTUGOING

As the company is not covered in schedule A of Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988, provisions of Section 217(1) (e) of the Companies Act, 1956 are not applicable.

14. STATEMENT OF PARTICULARS OF EMPLOYEES

Information required as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming part of Directors Reports for the year ended 31st March, 2010 is given in the Annexure A.

15. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;

c) the Directors had 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; and

d) the Directors had prepared the Annual Accounts on a going concern basis.

16. ACKNOWLEDGEMENT

Your Directors wish to place on record their thanks and gratitude to various Central and State Government Authorities for their co-operation and providing different approvals, Bankers of the company for the financial facilities and support extended, Overseas traders, customers, retailers and other associated with the company as its trading partners for their continued support & trust and the shareholders of the company for their confidence in the company.

The Directors also sincerely appreciate and thank the employees of the Company at all levels for their valuable contribution and dedicated efforts in steering the Company successfully to break the previous records of excellent performance and move forward to climb greater heights.

For and on behalf of the Board

Sd/-

(ANIL MONGA) Managing Director

Dated : 17.08.2010 Place : New Delhi



 
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