nd Annual Report 2014-2015 EMMSONS INTERNATIONAL LIMITED · SATISH CHANDRA GUPTA : Non-Executive...

EMMSONS INTERNATIONAL LIMITED

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CHAIRMAN'S MESSAGE

Dear Stakeholders,

I present to you the 22nd Annual Report of the Company. Your Company had seen several rounds of the upsides and downsides of growth over a span of 22 years. The business environment in the last few years has been very challenging, as it may be for many.

Now, I would like to share with you, the performance of the Company and its future in a spirit of confidence and hope.

Your Company's core business segment is exports of Agro Commodities which were adversely affected in financial year 2014-15. The price of Agro Commodities in Domestic Market ruled higher than the price of Agro Commodities in International market, due to Minimum Support Price (MSP) hence rendered exports un-remunerative. As a result, Indian Exports of Agro Commodities, including wheat, soyameal and corn registered negative growth, and noted decline by 37% in financial year 2014-15.

For the financial year 2014-15, your 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 and 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. The performance of the Company should be considered in terms of depressed situation for export of Agro Commodities in financial year 2014-15.

Keeping in view of the improve business sentiments, the economy showing signs of better growth in the coming years. Going forward, we are optimistic about the performance and result oriented approach subsequently your Company now looks to expand its basket of products to rebuild its core business i.e export of Agro Commodities.

Before concluding I would also like to thank all stakeholder for their kind and Whole hearted support to the Company and place my sincere gratitude to my colleagues on the Board, who spared considerable time and participated actively in the deliberations of the Board with their in depth knowledge and guidance on various issues which greatly contributed in taking appropriate decisions.

Thank you,

Sd/-(Anil Monga)Chairman & Managing Director

Mr. Anil Monga, Chairman & Managing Director

1

Emmsons International Limited Annual Report 2014-15

CONTENTS

Overview

Financial Highlights & Key Indicators 2

Corporate Information 3

Notice of the Meeting 4

Directors' Report 10

Management Discussion & Analysis Report 38

Corporate Governance Report 39

Certificate on Corporate Governance 50

CEO/CFO Certification 50

Standalone Financial Statements

Auditors' Report 51

Balance Sheet 54

Statement of Profit & Loss 55

Cash Flow Statement 56

Notes to Financial Statement 57

Balance Sheet of Group Companies in USD($) 74

Statement of Profit and Loss of Group Companies in USD($) 75

Consolidated Financial Statements

Auditors' Report 76

Balance Sheet 78

Statement of Profit & Loss 79

Cash Flow Statement 80

Notes to Financial Statement 81

Statement Pursuant to Section 129 of the Companies Act, 2013 read with

rule 5 of Companies(Accounts) Rules, 2014. 99

Proxy Form 101

Route Map 103

EMMSONS

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FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

P A R T I C U L A R S 2014-15 2013-14 2012-13 2011-2012 2010-2011

Gross Turnover/Income 76093.51 152554.06 183731.88 190527.45 134351.70

Earnings before Depreciation,

Interest and Tax (EBDIT) 932.65 7931.59 7492.79 7028.83 4420.83

Depreciation 113.62 79.96 66.14 72.97 58.94

Profit before Tax (7905.44) 383.42 1488.37 1714.49 1469.20

Profit after Tax (7890.49) 240.64 1023.87 1217.23 973.21

Equity Dividend % 0.00 0.00 10.00 25.00 20.00

Dividend Payout 0.00 0.00 119.96 149.95 102.96

Equity Share Capital 1199.60 1199.60 599.80 599.80 514.80

Equity Share Warrants

Allotment/Application Money 0.00 0.00 0.00 0.00 22.50

Reserve & Surplus 1479.22 9443.57 9845.44 8988.28 7286.86

Net Worth 2678.83 10643.17 10445.24 9588.09 7824.16

Gross Fixed Assets 1667.70 1642.33 1688.81 1668.73 1397.32

Net Fixed Assets 1114.61 1249.74 1339.64 1346.63 1120.84

Total Assets 107975.52 90509.18 71915.60 77353.31 58303.02

Total Liabilities 105296.69 79866.01 61470.36 67765.23 50478.86

Market Capitalisation 1933.76 3970.68 6396.89 7095.66 4290.87

KEY INDICATORS

P A R T I C U L A R S 2014-15 2013-14 2012-13 2011-2012 2010-2011

Earnings per Share (Basic) - Rs (65.78) 2.28 17.07 23.31 18.90

Turnover per Shares- Rs 634.32 1271.70 3063.21 3176.52 2607.74

Book Value per Share- Rs 22.33 88.72 174.14 159.85 151.55

Debt: Equity Ratio 17.35:1 5.41:1 4.38:1 5.53:1 2.44:1

EBDIT/Gross Turnover- %age 1.22 5.19 4.08 3.69 3.29

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CORPORATE INFORMATION

THE BOARD

ANIL MONGA : Chairman & Managing Director

RAJESH MONGA : Whole Time Director

*SHIVAZ MONGA : Executive Director

*VIJAY KUMAR KAKKAR : Non-Executive Independent Director

SATISH CHANDRA GUPTA : Non-Executive Independent Director

VIRESH SHANKAR MATHUR : Non-Executive Independent Director

SONI BENYDIN JAIPRAKASH : Non-Executive Independent Director

* Resigned as Director with effect from 30th October, 2015

GENERAL MANAGER (FINANCE) AND CFO COMPANY SECRETARY

SURINDER BHAYA VINAY GUJRAL (From 1st May, 2015)

AMIT SHEKHAR (Till 30th April, 2015)

AUDITOR(S) REGISTERED & ADMIN OFFICE

Suresh & Associates 17, Community Centre,

3A Bigjo's Tower, Netaji Subhash Place, Zamrudpur, New Delhi-110048

Pitampura, Delhi-110034. Tel: 011-29247721-25

CIN, WEBSITE ADDRESS AND EMAIL

L74899DL1993PLC053060

www.emmsons.com

[email protected]

SHARE REGISTRAR AGENT PRINCIPAL BANKERS

Link Intime India Private Limited Oriental Bank of Commerce

44, Community Centre, 2nd Floor, Allahabad Bank

Naraina Industrial Area Phase-I, Indian Overseas Bank

Near PVR Naraina, New Delhi-110028 Bank of Baroda

EMMSONS

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NOTICE

NOTICE is hereby given that 22nd Annual General Meeting of M/s Emmsons International Limited will be held on Monday, the 30th

Day of November, 2015 at 11.00 A.M. at Niryat Bhawan, Rao Tula Ram Marg, Opp. Army Hospital Research & Referral, New Delhi -

110057, to transact the following businesses :

ORDINARY BUSINESS:

1. To receive, consider and adopt:

(a) the audited financial statement of the Company for the financial year ended March 31, 2015. The report of Board of

Directors and Auditor's Report thereon and

(b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2015

2. To appoint a Director in place of Mr. Rajesh Monga (DIN : 00249642), who retires by rotation and being eligible offers himself

for re-appointment.

3. To appoint M/s Suresh & Associates, Chartered Accountants, (FRN: 003316N) as Auditors of the company to hold office

from the conclusion of this meeting (i.e 22nd Annual General Meeting) until the conclusion of the next Annual General

Meeting and to authorize the Board of Directors to fix their remuneration.

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as Special

Resolution

"RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act,

2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof,

for the time being in force), the draft regulations contained in the Articles of Association submitted to this meeting be and

are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing

Articles of Association of the Company;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and

take all such steps as may be necessary, proper or expedient to give effect to this resolution."

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special

Resolution

"RESOLVED THAT in terms of section 197 read with Schedule V of the Companies Act, 2013 (including any statutory

modification or re-enactment thereof for the time being in force) and consent of the Company be and is hereby accorded

for re-appointment of Mr. Anil Monga (DIN: 00249410), as Managing Director of the Company for a further period of three

year effective from 1st September, 2015 to 31st August, 2018 without remuneration.

RESOLVED FURTHER THAT the Managing Director will be authorized to exercise such powers of management, as may

be delegated to him by the company from time to time, subject however, to the overall superintendence, control and

supervision of the Board of Directors of the company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby recommended to take such

steps expedient or desirable to give effect to this resolution."

6. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution

"RESOLVED THAT pursuant to Section 149, 152 and any other applicable provisions of Companies Act 2013 and the

rules made thereunder (including any statutory modification(s) or re-enactment thereof from time to time being in force

read with schedule V to the Companies Act, 2013, Ms. Soni Benydin Jaiprakash (DIN: 07096130) who was appointed as an

Additional Director of the Company by the Board of Directors to holds office up to the date of this Annual General Meeting

in terms of Section 161 (1) of the Act and in respect of whom the Company has received a notice in writing from a member

under Section 160 of the Act proposing her candidature for the office of Director, be and is hereby appointed as a Non

Executive Independent Director of the Company not liable to retire by rotation for a term upto February 13, 2020."

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND

AND VOTE INSTEAD OF HIMSELF/HERSELF, AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE

INSTRUMENT OF APPOINTING PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE

COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. (Blank proxy form is

enclosed).

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent

of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share

capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy

for any other person or shareholder.

2. Corporate members intending to send their authorised representative to attend the meeting are requested to send a

certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the meeting.

3. In terms of Section 152 of the Companies Act, 2013, Mr. Rajesh Monga (DIN:00249642) retire by rotation at the meeting and

being eligible, offer himself for re-appointment. The Board of directors recommend his re-appointment. Brief resume of

Director including those proposed to be re-appointed, nature of expertise in specific functional area, names of companies in

which they hold directorship and membership/chairmanships of Board committees, shareholding and relationships between

directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are provided in the

Corporate Governance Report forming part of the Annual Report.

4. The Register of Members and the Share Transfer Books of the company will remain closed from Tuesday, the 24th Day of

November, 2015, to Monday, the 30th Day of November, 2015 (both days inclusive) for the purpose of Annual General

Meeting.

5. Members are requested to notify immediately the changes in their address, if any to the Company or Share Transfer Agent.

6. Members holding shares in identical order of names in more than one folio are requested to write to the Company / Share

Transfer Agent, enclosing their share certificates, to enable the Company to consolidate their holding in one folio.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to

vote.

8. Members who hold shares in dematerialized form are requested to bring their client ID and DP ID numbers for identification.

9. Members / Proxies are requested to hand over the enclosed Attendance Slip, duly signed in accordance with their specimen

signature registered with the company for admission to the meeting hall.

10. Relevant documents referred to in the Notice and accompanying Explanatory Statement are open for inspection at the

Registered Office of the Company on all working days, except Saturdays between 11.00 a.m. and 1.00 p.m. upto the date of

the Annual General Meeting.

11. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank

mandates to their Depository Participants with whom they are maintain their demat accounts. Members holding shares in

physical form are requested to advise any change in their address or bank mandates immediately to Company/RTA.

12. E-Voting

In compliance with the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration)

Rules, 2014, as amended and Clause 35B of the Listing Agreement, the Company is pleased to provide its shareholders with

facility to exercise their votes on the resolutions proposed to be passed in the meeting by electronic means. The members

may cast their votes using electronic voting system from a place other than the venue of the meeting (Remote-E-voting).

The Company has engaged the services of CDSL for facilitating e-voting to enable shareholders to cast their vote electronically.

Process for e-voting:-

The instructions for shareholders voting electronically are as under:

(i) The Remote e-voting period begins on 9.00A.M, 27th November, 2015 and ends on 5.00P.M, 29th November, 2015.

During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as

on the cut-off date of 23rd November, 2015 may cast their vote electronically. The e-voting module shall be disabled

by CDSL for voting thereafter.

EMMSONS

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(ii) The shareholders may log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting

of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

(viii) For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat

shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested

to use the sequence number in the PAN field which is printed on the Attendance slip or as provided

in email.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said

demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or in the company records

Bank for the said demat account or folio.

Details • Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded

with the depository or company please enter the member id / folio number in the Dividend Bank

details field as mentioned in instruction (iv).

(ix) After entering these details appropriately, click on "SUBMIT" tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members

holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily

enter their login password in the new password field. Kindly note that this password is to be also used by the demat

holders for voting for resolutions of any other company on which they are eligible to vote, provided that company

opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other

person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained

in this Notice.

(xii) Click on the EVSN for the EMMSONS INTERNATIONAL LIMITED.

(xiii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for

voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option

NO implies that you dissent to the Resolution.

(xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed.

If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify

your vote.

(xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.

(xviii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code

and click on Forgot Password & enter the details as prompted by the system.

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(xix) Note for Non - Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on

to www.evotingindia.com and register themselves as Corporate and Custodian respectively.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected] and [email protected]

• After receiving the login details a compliance user should be created using the admin login and password. The

Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts

they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the

Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs")

and e-voting manual available at www.evotingindia.com, under help section or write an email to

[email protected] or [email protected].

The remote e-voting period will commence from 27th November, 2015 at 9.00 A.M and will end on 29th November,

2015 at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in

dematerialized form as on cut off date on 23rd November, 2015 may cast their votes electronically. The remote e-

voting module shall be disabled by CDSL for voting thereafter. Only those members whose names are recorded in

the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as

on the cut-off date will be entitled to cast their votes by remote e-voting or voting through ballot paper as the AGM.

Any person, who acquires shares of the Company and become member of the Company after the dispatch of the

Notice and holding shares as on the cut -off date i.e 23rd November, 2015 may follow the same instructions as

mentioned in the notice for e-voting.

13. Mr. Saurabh Agrawal, Company Secretary in whole time practice has been appointed as scrutinizer to scrutinize the e-voting

process in a fair and transparent manner. The scrutinizer after scrutiny the votes cast at the meeting(Poll) and through

remote e-voting, will, not later than three days of the conclusion of the meeting, make a consolidated scrutinizer's report and

submit the same to the Chairman.

14. The results declared along with the Scrutinizer's report shall be placed on the Company's website www.emmsons.com and

on the website of CDSL within two working days of the passing of the resolutions at the AGM of the Company and

Communicated to Stock Exchange.

15. Subject to receipt of requisite number of votes, the Resolution shall be deemed to be passed on the date of meeting.

For and on behalf of the Board

Sd/-

Date : 30.10.2015 (ANIL MONGA)

Place : New Delhi Managing Director

(DIN : 00249410)

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO.4

The existing Article of Association are based on the Companies Act, 1956 and several regulations in the existing Article of Association

contain references to specific sections of the Companies Act, 1956 and some regulations in the existing Article of Association are

no longer in conformity with the Companies Act, 2013.

The Companies Act, 2013 is now largely in force. With the coming into force of the Companies Act, 2013 several regulations of the

existing Article of Association of the Company require alteration or deletions. Considering the vast number of alterations required

to be done, it is considered expedient to wholly replace the existing Articles by a new set of Articles.

Shareholder's attention is invited to certain salient provisions in the new draft Article of Association of the Company viz

• Incorporation of references of new provisions/sections of the Act.

EMMSONS

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• Incorporation of provisions relating to Independent Directors of the Company.

• The Act has defined the term Key Managerial Personnel, the same is proposed to be incorporated.

• The participation of Directors in meeting be in person or through Video Conferencing or other audio-visual mode as

permitted in the Act. Accordingly, the provisions in this regard are proposed to be incorporated

• As per the Act, AOA should expressly allow an individual to be appointed or re-appointed as the Chairperson of the

Company as well as the Managing Director or Chief Executive Officer of the Company at the same time. In order to allow

an individual to be appointed or re-appointed as the Chairperson and Managing Director or Chief Executive Officer of the

Company at the same time, it is proposed that a new Article be inserted in the AOA of the Company to contain such

provisions.

The proposed new draft Article of Association is being uploaded on the Company's website for perusal by the shareholders.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested,

financially or otherwise, in the Special Resolution set out at Item No. 4 of the Notice.

The Board commends the Special Resolution set out at Item No. 4 of the Notice for approval by the shareholders.

ITEM NO. 5

The Shareholders of the Company at 17th Annual General Meeting held on 29th September, 2010 has approved the re-appointment

including remuneration of Mr. Anil Monga as Managing Director of the Company for a further period of five years with effect from

1st September, 2010.

In accordance with Schedule V of the Companies Act, 2013, the shareholders of the company at 21st Annual General Meeting held

on 29th October, 2014 has approved the following payment of remuneration, payable in case of inadequacy of profits, with effect

from 1st April, 2014 to 31st August, 2015.

Salary:- Rs. 5,00,000 ( Rupees Five Lacs Only) per month in the grade of Rs. 5,00,000- Rs. 10,00,000

Perquisite: In addition to Salary and Commission, he will be entitled to Perquisites like furnished accommodation, gas, electricity,

water and furnishings, medical reimbursement, leave travel concession, club fees including membership fee of two clubs, personal

accident insurance etc. in accordance with the rules of the Company, such perquisites being restricted to Rs. 30,00,000/- (Rupees

Thirty Lacs Only) per annum.

The Nomination and Remuneration Committee in its meeting held on 14th August, 2015 and the Board of Director in its meeting

held on 14th August, 2015 has approved the re-appointment of Mr. Anil Monga as Managing Director (subject to the approval of

shareholders) of the Company for a further period of three year effective from 1st September, 2015 to 31st August, 2018 without

remuneration.

Mr. Anil Monga

Mr. Anil Monga holds a bachelor degree. He is associated with the Company since its inception and has vast experience in the field

of procurement and International trading of Agri Commodities. The Company made good reputation in national and international

market owing to the efforts of Mr. Anil Monga.

He holds Directorship in the following companies apart from your company

Sl. No. Name of the Company Year of Appointment

1. PHD CHAMBER OF COMMERCE AND INDUSTRY 17.12.2008

Mr. Anil Monga may be deemed to be concerned or interested, financially or otherwise, to the extent of the shareholding in respect

of his re-appointment as a Managing Director.

Mr. Rajesh Monga who is his relative and the Whole Time Director of the Company and their other relatives, to the extent of their

shareholding interest in the Company, may be deemed to be concerned or interested in the appointment of Mr. Anil Monga.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way,

concerned or interested, financially or otherwise, in the resolution set out at Item No.5 of the Notice.

The Board commends the Special Resolution set out at Item No.5 of the Notice for approval by the shareholders.

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ITEM NO.6

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 Non Executive Independent Director (Additional Director) of the

Company with effect from February 14th, 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 a notice in writing from a member alongwith the deposit of requisite amount under Section 160 of the

Act proposing the candidature of Ms. Soni Benydin Jaiprakash for the office of Director of the Company.

Ms. Soni Benydin Jaiprakash is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given

her consent to act as a Director. As per Section 149, an independent director can hold office for a term up to 5 (five) consecutive

years on the Board of a company and he shall not be included in the total number of directors for retirement by rotation. The

Company has received a declaration from Ms. Soni Benydin Jaiprakash that she meets with the criteria of independence as prescribed

both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

In opinion of the Board Ms. Soni Benydin Jaiprakash fulfils the conditions specified under Companies Act, 2013 and rules made

thereunder for his appointment as an Independent Director setting out terms and conditions would be available for the inspection

of members at the Registered Office of the Company during normal business hours on any working day excluding Saturday

between 11:00 A.M. TO 1:00 P.M. upto the date of Annual General Meeting.

Ms. Soni Benydin Jaiprakash (40 years) holds bachelor degree in sociology (B.A) from Mumbai University and Diploma in inclusive

way of teaching (Rhoempton University U.K).

She has served as Special Need Teacher (S.E.N.S) in Mauritius from the year 2003 to 2010 and presently working as Special Educator

in Fazlani School.

She does not hold any Directorship in other Company apart from your Company.

Save and except Ms. Soni Benydin Jaiprakash and her relatives, to the extent of their shareholding interest, if any, in the Company,

none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested,

financially or otherwise, in the resolution set out at Item No. 6 of the Notice.

The Board of Directors recommends the ordinary resolution set out at Item No.6 of the Notice for approval by the shareholders.

Disclosure in terms of Clause 49 (IV) (E) (v) of the Listing Agreement:

Name of Director seeking appointment/ Shares held as on 31.03.2015 (own or held

re-appointment by/for other persons on beneficial basis)

Mr. Anil Monga 24.11%

Ms. Soni Benydin Jaiprakash Nil

EMMSONS

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DIRECTOR’S REPORT

Dear Members,Emmsons International Limited

Your Directors have pleasure in presenting this 22nd Annual Report on the business and operations of the Company together withAudited 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 oftiming 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 comparedto Rs. 1526 Crores in the previous year, reflecting a substantial decline. The Company has incurred a Net Loss of Rs. 78.90 Croresas 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, Slowdownin the global commodities markets, interest and other charges by banks, the Cumulative impact of all the above factors on theCompany 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 alsoaffected adversely. During the year, under review it has posted Total Revenue of Rs. 71,003.11 Lac as compared to Rs.1,82,962.63Lacs in previous year. The Company has incurred a loss of Rs. 7616.21 Lacs as compared to Profit of Rs. 465.21 Lacs in theprevious 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.

11


Emmsons S.A:

The operations of Emmsons S.A, has slowed down, however your Management constantly been trying to re-establish the operationsof 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 CorporateGovernance 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 Meetingand 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 on14.08.2015 passed the resolution, subject to the approval of shareholders for re-appointment of Mr. Anil Monga as ManagingDirector 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 theirmeeting 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 ofthe Company has appointed, Ms Soni Benydin Jaiprakash, as an Non Executive-Independent Director (Additional Director) of theCompany with effect from 14th February, 2015. In terms of the provisions of Section 161(1) of the Act, Ms. Soni Benydin Jaiprakashwould 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 criteriaof 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 IndividualDirectors 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 inthe Company, nature of the industry in which the Company operates, business model of the Company and related matters are puton 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 financialstatement (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 theOrdinary 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 underthird 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 ResponsibilityPolicy (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

EMMSONS

12

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, promotingpreventive health care and sanitation and make available safe drinking water

• To contribute and promote education, including special education and employment enhancing vocation skills especiallyamong 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 inequalitiesfaced by socially and economically backward groups.

• To sustain and continuously improve standards of Environment sustainability, Ecological Balance, Protection of Flora andFauna, 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 historicalimportance, 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 andOlympic 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 theCentral 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 precedingfinancial years in pursuance of its Corporate Social Responsibility Policy. During the year under review, the Company has incurredNet 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 madeduring the three immediately preceding financial years in the current financial year ending on 31st March, 2015. However, during theyear 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 inSingapore 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 theFinancial 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 sameform 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 theconsolidated financial statement. Accordingly, The Board of Directors of the Company in its meeting held on 28th May, 2015 hasapproved the Audited Financial statement alongwith Auditors' Report for the financial year ended on 31st March, 2015 on StandaloneBasis.

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

AUDITOR'S REPORT

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

13


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 theaforesaid balances, we have neither received independent balance confirmations nor we were able to satisfy ourselves on therecoverability of these amounts through audit procedures. The management has not made any allowances for doubtful receivablesagainst 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 theconsolidated 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

EMMSONS

14

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.


Sd/- Sd/-

Date : 30.10.2015 (ANIL MONGA) (RAJESH MONGA)

Place : New Delhi Managing Director Whole Time Director

(DIN : 00249410) (DIN : 00249642)

Annexure "A" to the Directors' Report

Information required as per section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration

of Managerial Personnel) rules, 2014 and forming part of Director's Reports for the year ended 31st March 2015.

(A) Persons employed throughout the financial year, who were in receipt of remuneration for the year, which, in the aggregate,

was not less than Rs. 60.00 Lacs.

Name of Employee:- Mr. B.B Gandhi

Salary & other allowances Bonus Medical Reimbursements Others Total

6,275,493 441,667 119,451 18,288 6,854,899

Designation of Employee:- President (Commercial)

Nature of Employment, whether contractual or otherwise: Permanent

Qualification and Experience: Chartered Accountant and 29 years of experience

Date of commencement of employment: 01.01.2008

The last employment held before joining the Company: Gaura Texfab Pvt Ltd

Age: 52 years

Percentage of Equity Shares held:- 0.84%

Whether he is a relative of any director or manager:- No

Note:

Remuneration includes Salary, House Rent Allowance, Bonus, , Leave Travel Concession, Medical Assistance

and other allowances paid in cash and taxable value of non cash perquisites.

15


(B) Persons employed for a part of the financial year who were in receipt of remuneration for any part of the year, at a

rate which, in the aggregate, was not less than Rs. 5.00 Lacs per month.

Nil

(C) Persons employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in

the aggregate, or as the case may be, at a rate which, in the aggregate is in excess of that drawn by the managing

director or whole-time director or manager and holds by himself or along with his spouse and dependent children,

not less than two percent, of the equity shares of the company.

Nil

STATEMENT PURSUANT TO SECTION 197(12)

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the

financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the

Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel against the

performance of the Company are as under:

Sr. Name of Director/Key Remuneration of % increase in Ratio of remuneration Comparison of the

No Managerial Personnel Director/KMP Remuneration in of each Director/to Remuneration of thefor financial year the financial year median remuneration Key Managerial Personnel

2014-15 2014-15 of employees against the performance

of the Company

1 Mr. Anil Monga 52,38,393 9.13% 15.51Managing Director

2 Mr. Rajesh MongaWhole Time Director 52,00,000 8.33% 15.40

3 Mr. Shivaz MongaExecutive Director 61,50,660 28.14% 18.21

4 Mr. Satish Chandra GuptaNon Executive Director 2,40,000 33.33% 0.71

5 Mr. Vijay Kumar KakkarNon Executive Director 2,40,000 20% 071

6 Mr. Viresh Shankar MathurNon Executive Director 1,80,000 (11.11%) 0.53

7 Mr. Hamant Paul, GeneralManager (Finance) and

Chief Financial Officer 32,72,978 15% Not Applicable

8 Mr. Surinder BhayaGeneral Manager(Accounts) and

Chief Financial Officer 20,18,500 15% Not Applicable

Notes:

1. Remuneration includes Salary, House Rent Allowance, Bonus, Leave Travel Concession, Medical Assistance and other allowances

paid in cash and taxable value of non cash perquisites.

2. Details not given as Ms. Soni Benydin Jaiprakash has appointed as Non Executive and Independent Director with

effect from February 14, 2015.

3. Mr. Satish Chandra Gupta, Mr. Vijay Kumar Kakkar and Mr. Viresh Shankar Mathur are Non Executive Independent Directors

of the Company being entitled for sitting fee based on number of meeting attended.

4. Mr. Hamant Paul was General Manager Finance and Chief Financial Officer designated as Key Managerial Personnel for the

part of financial year 2014-15 upto November 14, 2014.

The company has

incurred loss

during the financialyear 2014-15

EMMSONS

16

5. Details not given as Mr. Vinay Gujral was Company secretary, designated as Key Managerial Personnel for the part of financial

year 2014-15 upto September 17, 2014.

6. Details not given as Mr. Amit Shekhar has appointed Company secretary designated as Key Managerial Personnel with effect

from September 18, 2014 for the part of financial year 2014-15.

7. Mr. Surinder Bhaya, General Manager (Accounts) has appointed as Chief Financial Officer designated as Key Managerial

Personnel for the part of financial year 2014-15 effective from 14th February, 2015, however, the remuneration shown above

is for full financial year 2014-15.

(i) Number of permanent employees on the roll of the Company were 72 as on March 31, 2015

(ii) The median employee remuneration of employees of the company during the financial year was Rs. 337716/-.

(iii) In the financial year there was increase of 15% in the median remuneration of employees.

(iv) Relationship between average increase in remuneration and company performance:- The Company has incurred loss

during the financial year 2014-15.

(v) Comparison of Remuneration of the Key Managerial Personnel: The Company has incurred loss during the financial

year 2014-15.

(vi) a) Variation in market capitalization of the Company:

Market Capitalisation as on March 31, 2015:Rs. 193,376,164

Market Capitalisation as on March 31, 2014: Rs. 397,068,924

b) Price Earnings ratio of the Company:

Price Earnings ratio as on March 31, 2015: Negative

Price Earnings ratio as on March 31, 2014: Rs. 14.52

c) Percent increase over/decrease in the market quotations of the shares of the Company as compared to the

rate at which the company came out with the last Public offer in the year: The Company has came out with

initial public offer (IPO) in 1996-97. The Company has issued Bonus Equity Shares in the ratio of 1:1 in the year

2013. An amount of Rs. 1000 invested in the said IPO would be worth Rs. 2224/- as on March 31, 2015,

indicating the compounding Annual Growth rate of 222%.

(vii) Average percentage increase made in the salaries of the employees other than the Managerial Personnel in the last

financial year i.e 2014-15 was 15% whereas there was increase in the Managerial Remuneration for the same financial

year was 15.20%.

(viii) The key parameters for the variable component of remuneration availed by directors are considered by the Board of

Directors based on the recommendation of Nomination and Remuneration Committee as per the Remuneration

policy for Directors/Key Managerial Personnel and other employees.

(viii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive

remuneration in excess of the highest paid director during the financial year 2014-15.

Name of highest paid Director and salary:- Mr. Shivaz Monga(Rs. 6150660)

Name of employees:- Mr. BB Gandhi (Rs. 6854899)

Ratio:-0.90

(ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial

Personnel and other Employees.


Sd/- Sd/-



(DIN : 00249410) (DIN : 00249642)

17


ANNEXURE-1 TO DIRECTOR'S REPORT

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

PREAMBLE:

Pursuant to the provisions of section 178 of the companies Act 2013 read with rule 6 of companies (Meeting of Board and

its powers) rules 2014 the Board of directors of every listed company shall constitute the nomination and remuneration

committee consisting of three or more non executive director out of which no less than one half shall be independent

director. The Board has already constituted its remuneration committee comprising of non- executive independent directors.

In order to align with the provisions of the companies act, 2013 and rules made there under the board in its meeting held on

30th May 2014 has changed the nomenclature of the Remuneration Committee to Nomination and Remuneration Committee.

The Nomination and Remuneration Committee shall determine the criteria of appointment to the Board and is vested with

authority to identify candidates for appointment to the Board and evaluate their performance. This policy has been formulated

by Nomination and Remuneration Committee and approved by the Board of Directors in compliance with section 178 of

the Companies Act, 2013 read with rule 6 of Companies (Meeting of Board and its powers) rules 2014.

Objectives:

The primary objective of the policy is to provide a framework and set standards for nomination, remuneration and evaluation

of Directors, key Managerial Personnel and officers comprising the senior management. The company aims to achieve a

balance of merit, experience and skills amongst its Directors, key managerial personnel and senior management.

The main objective of the policy and committee includes the following:

To guide and recommend to the board in relation to appointment and removal of directors key managerial personnel and

senior management personnel.

To formulate the criteria for determining qualification, positive attributes and independence of a Director and recommendation

to the Board on the remuneration payable to directors, key managerial personnel and officials in Senior Management of the

Company.

Formulating the criteria for evaluation of the performance of Directors, as well as key managerial and senior management

personnel.

To guide on providing reward to directors, key managerial personnel and senior management directly linked to their efforts,

performance, dedication and achievement relating to the company's operations.

To retain, motivate and promote talent and to ensure long term sustainability of talented managerial personnel and create

competitive advantage.

To develop a succession plan for the Board Member, key managerial personnel and senior management and to regularly

review the plan.

Definitions :

"Board" means Board of Directors of the Company.

"Company" means 'Emmsons International Limited'

"Independent Director" means a director referred to in Section 149(6) of the Companies Act, 2013.

"Key Managerial Personnel" (KMP) means :

(i) Managing Director or Chief Executive Officer or Manager.

(ii) Whole Time Director.

(iii) Company Secretary.

(iv) Chief Financial Officer.

"Nomination and Remuneration Committee" shall mean a Committee of Board of Directors of the Company,

constituted in accordance with the provisions of Section 178 of the Company Act, 2013.

"Policy" shall mean Nomination and Remuneration Policy.

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and

includes perquisites as defined under the Income Tax Act, 1961.

"Senior Management" mean personnel of the Company who are members of its core management team excluding

Board of Directors. This would include all members of management one level below the Executive Directors, including all

the functional heads.

EMMSONS

18

Applicability:

The Policy shall be applicable to all the Directors (Executive and Non - Executive), Key Managerial Personnel and Senior

Management Personnel of the Company.

Policy for appointment and removal of Director, KMP and Senior Management:

i. Appointment Criteria and Qualifications :

• The Nomination and Remuneration Committee ("Committee") shall identify and ascertain the integrity,

qualification, expertise and experience of the person for appointment as Director, KMP and at Senior

Management level and recommended to the Board his/her appointment.

• A person should possess adequate qualification, expertise and experience for the position he/she is considered

for appointment. The Committee has discretion to decide whether qualification, expertise and experience

possessed by a person are sufficient/ satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of any person as Managing Director/ Whole

Time Director who has attained the age of seventy years. Provided that the term of the person holding this

position may be extended beyond the age of seventy years with the approval of shareholders by passing a

special resolution based on explanatory statement annexed to the notice for such motion including the

justification for extension of appointment beyond the seventy years.

ii. Term/ Tenure :

• Managing Director, Whole Time Director and Executive Director

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director, Whole

Time Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall

be made earlier than one year before the expiry of term.

• An Independent Director shall hold office for a term upto five consecutive years on the Board of the Company

and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of

such appointment in the Board Report. No Independent Director shall hold office for more than two consecutive

terms of maximum of 5 years each, but such Independent Directors shall be eligible for appointment after

expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director

shall not during the said period of three years be appointed in or be associated with the Company in any other

capacity, either directly or indirectly.

Evaluation / Assessment of Directors/ KMPs/ Senior Officials of the Company :

The evaluation / assessment of Directors, KMPs and the Senior Officials of the Company is to be conducted on time to time

basis by the Committee.

The following criteria may assist in determining how effective the performances of Directors/ KMPs/ Senior Officials

have been:

• Leadership & Stewardship abilities.

• Contributing to clearly define corporate objectives & plans.

• Communication of expectations & concern clearly with subordinates.

• Obtain adequate, relevant & timely information from external sources.

• Review & approval of achievement of strategic and operational plans, objectives , budgets.

• Regular monitoring of corporate results against projections.

• Identify, monitor & mitigate significant corporate risks.

• Assess corporate policies, structure & procedures.

• Director, monitor & evaluate KMP's, Senior Officials.

• Review management's succession plan.

• Effective meetings for corporate purposes.

• Assuring appropriate board size, composition, independence, structure.

• Clearly defining roles & monitoring activities of committees.

• Review of corporation's ethical conduct.

Evaluation on the aforesaid parameters will be considered by the Independent Directors for each of the Executive /Non

Executive /Non Independent Director in a separate meeting of the Independent Director.

19


The Executive Director/ Non Independent Director alongwith the Independent Directors will evaluate /assess each of the

Independent Directors on the aforesaid parameters. Only the Independent Director being evaluated will not participate inthe said evaluation discussion.

Removal :

Directors/KMP:

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations

thereunder, the Committee may recommend to the Board with reasons the removal of Director, KMPs subject to the

provisions and compliance of the Company's Act, rules and regulations.

Senior Management:

The removal will be governed by Company's HR Policy and the subsequent approval of Managing Director.

Retirement :

The Director, KMPs and Senior Management Personnel shall retire as per the applicable provisions of the Act and the

prevailing HR Policy of the Company. The Board will have the discretion to retain the Director, KMPs, Senior Management

Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of theCompany, subject to applicable laws.

Remuneration :

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retainand motivate Directors, Kay Managerial Personnel and other Senior Management Officials.

The Directors, Key Managerial Personnel and other Senior Management Official's salary shall be based & determined on the

basis of person's responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nomination and Remuneration Committee determines remuneration packages for Directors, KMP's and Senior

Management Officials of the Company taking into account factors it deems relevant, including but not limited to market

conditions, business performance, prevailing laws and other guidelines.

i. Remuneration to Executive Directors :

• Section 197 of the Companies Act, 2013 provides for the total managerial remuneration payable by the

Company to its Directors, including Managing Director and Whole Time Director, and its Manager in respectof any financial year shall not exceed eleven percent of the net profits of the Company computed in the

manner laid down in section 198 of the Companies Act, 2013.

• The Company with the approval of the shareholders and Central Government may authorized thepayment of remuneration exceeding eleven percent of the net profits of the Company, subject to the

provisions of Schedule V.

• The Company may with the approval of the shareholders authorized the payment of remuneration upto fivepercent of the net profit of the Company to its anyone Managing Director / Whole Time Director/ Manager

and ten percent in case more than one such official.

• The Company may pay remuneration to its Directors, other than Managing Director and Whole Time Directorupto one percent of the net profit of the Company, if there is a Managing Director or Whole Time Director orManager and three percent of the net profits in any other cases.

• The net profit for the purpose of the above remuneration shall be computed in the manner referred to inSection 198 of the Companies Act 2013.

ii. Remuneration / Sitting Fee to Non Executive/ Independent Director :

The Independent Directors shall not be entitled to any stock option of the Company. The Non Executive / IndependentDirectors may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or forany other purposes as may be decided by the Board and profit related commission as may be approved by the

shareholders.

iii. Remuneration to Key Managerial Personnel

The remuneration payable to Key Managerial Personnel and to the officials in Senior Management shall be decided by

the Board/ Committee having regard to the provisions of Act, Policy of the Company and their experience, Leadershipabilities, initiative taking abilities and knowledge base.

Duties of the Committee in relation to Nomination matters :

• Ensuing that on appointment to the Board, Non Executive/ Independent Directors receive a formal letter of appointment

as per the provision of the Companies Act, 2013.

• Identifying and recommending Directors who are to be put forward for retirement by rotation.

EMMSONS

20

• Determining the appropriate size, diversity and composition of the Board as per the provisions of the Companies

Act, 2013.

• Setting a formal and transparent procedure for selecting new Directors for appointment to the Board.

• Developing a succession plan for the Board and Senior Management and reviewing the plan from time to time.

• Evaluating the performance of the Board members and Senior Management in the context of the Company's

performance from business and compliance perspective.

• Recommend necessary changes to the Board

• Considering any other matters as may be assigned by the Board.

Duties of the Committee in relation to Remuneration matters :

• To consider and determine the remuneration based on the principles of (a) pay for responsibilities (b) pay for

performance and potential.

• To pay for growth and ensure that the remuneration fixed is reasonable and sufficient to attract, retain and motivate

the Directors, KMP's and Officials in Senior Management.

• To take into account financial position of the Company, qualification, experience, past performance, past remuneration

etc

• To consider other factors as the Committee shall deemed appropriate for elements of the remuneration of the

members of the Board and ensure compliance of provision of Companies Act and other laws.

• To ensure that a balance is maintained between fixed and variable pay reflecting short and long term performance

objectives appropriate to the working of the Company in the remuneration of Directors, KMP's and Senior Management

• To consider any other matters as may be assigned by the Board.

Review and Amend

• The Committee or the Board may review the policy as and when it deems necessary.

• The Committee may issue the guidelines, procedures, format, reporting mechanism and manual in supplement and

better implementation to this policy, if it thinks necessary.

• The Company reserves the rights to modify, add or amend any of these policy rules/ guidelines any time.

(b) Criteria for determining qualifications, positive attributes and independence of director

Pursuant to Section 178(3) of the Companies Act, 2013 and Clause 49 B (1) of the Listing Agreement, the Nomination and

Remuneration Committee is entrusted with the responsibility of formulating criteria for determining qualifications, positive

attributes and independence of a Director.

A. QUALIFICATION

The Independent Director will at least be a graduate. However, more emphasis will be given on experience, expertise,

track record and reputation of an Independent Director.

B. POSITIVE ATTRIBUTES

An Independent Director should be able to assist the Board, have a good working relationship with other Board

members and contribute to the Board's working relationship with the senior management of the Company. The

person should be forward looking, ethical and law abiding.

C. INDEPENDENCE STANDARDS

The candidate shall be evaluated based on the criteria provided under the applicable laws including Companies Act,

2013 read with Rules thereon and the Listing Agreement with the Stock Exchanges. In addition to applying these

guidelines, the Board will consider all relevant facts and circumstances in making its determination relating to a

Director's independence.

Independence Review Procedures

1. Annual Review

The director's independence for the independent director will be determined by the Board on an annual basis upon

the declarations made by such Directors as per the provisions of the Companies Act, 2013 read with Rules thereon

and the Listing Agreement.

2. Notice of Change of Independent Status

21



Details of Contracts or Arrangements or Transactions not at Arm's length basis:

Sr. No Particulars Details

1 Name (s) of the related party & nature of relationship Nil

2 Nature of contracts/arrangements/transaction Nil

3 Duration of the contracts/arrangements/transaction Nil

4 Salient terms of the contracts or arrangements or transaction including the value, if any Nil

5 Justification for entering into such contracts or arrangements or transactions' Nil

6 Date of approval by the Board Nil

7 Amount paid as advances, if any Nil

8 Date on which the special resolution was passed in General meeting as

required under first proviso to section 188 Nil

Details of Contracts or Arrangements or Transactions at Arm's length basis:

Sr. No

Name (s) of the related party & nature of relationship

Nature of contracts/ arrangements/ transaction

Duration of the contracts/ arrangements/ transaction

Salient terms of the contracts or arrangements or transaction including the value, if any

Date of approval by the Board

Amount paid as advances, if any

1. Emmsons Asia Pte Ltd (Step Down Subsidiary incorporated in Singapore)

Contract for Export of Material

Trade Transaction

Commodity: Indian Yellow Corn, Quantity: 6000 MTS 10% MOLSO, Price: USD 234 PER MT, Packing: Bulk, Weight/Quality/Condition: Final at the time and place of loading as per certificates provided by Dr. Amin controllers Pvt Ltd/Geo-Chem Laboratories Pvt Ltd/Bureau Veritas (I) Pvt Ltd at buyers options at Seller cost. Contact No. EAPL/CORN/1008/14-15 dated May 14, 2014 for export of Indian Yellow Corn from Emmsons International Limited to Emmsons Asia Pte Ltd. Transaction Value: USD 1,404,000

*

Nil

2 Emmsons Asia Pte Ltd (Step Down Subsidiary incorporated in Singapore)


Trade Transaction

Commodity: White Sorghum, Price: USD 282.43 PMT, Quantity: 10000 Mts (Plus 5% Buyer's Option), Packing: In Bulk, Weight/Quality/Condition: Final at time and place of loading as per certificates provided by Burea Veritas(I) Pvt Ltd at sellers cost. Contract No. EAPL/Sorghum/1007/14-15 dated June 06, 2014 from Export of White Sorghum from Emmsons International Limited to Emmsons Asia Pte Ltd Transaction Value: USD 2,824,300

Nil

3 Emmsons Asia Pte Ltd (Step Down Subsidiary incorporated in Singapore)


Trade Transaction

Commodity: White Sorghum, Price:- USD 278.43 pmt, Quantity: 5000 MTs(Plus 5% Buyer's option), Packing: In Bulk, Weight/Quality/Condition: Final at time and place of loading as per certificates provided by CU inspection & certifications India Pvt Ltd as sellers cost Contract No. EAPL/Sorghum/1012/14-15 dated July 06, 2014 for export of White Sorghum from Emmsons International Limited to Emmsons Asia Pte Ltd Transaction Value: USD 1,392,150

Nil

EMMSONS

22

Sr.

No

Name (s) of

the related party &

nature of relationship

Nature of

contracts/ arrangements/

transaction

Duration of the

contracts/ arrangements/

transaction

Salient terms of the contracts or arrangements

or transaction including the value, if any

Date of

approval by the Board

Amount

paid as advances,

if any

4 Emmsons Asia Pte Ltd

(Step Down Subsidiary

incorporated in Singapore)

Contract for Import of

Material

Trade Transaction

Commodity: Peas- Canadian Whole Yellow Peas No.2 or better,

Price:- USD 395 PMT, Quantity:3000 MTS(10% more or less at sellers

option) Packing:- In bulk, Quality/Grade as per CGC

Standards: No. 2 canada or better except split basis 10% non-dedictibel, maximum 12%; Any

splits in excess of 10% upto 12% to be deducted from the contract price on USD 1.00 PMT for every 1% in excess of 10% upto 12% fractions in pro-rate. Contract No. EAP/EIL/CYP/2014-15/01 dated

July 28, 2014 for Import of Canadian Whole Yellow Peas from Emmsons Asia Pte Ltd to

Emmsons International Limited Transaction Value: USD:1,185,000

Nil

5 Emmsons

Asia Pte Ltd (Step Down Subsidiary incorporated in Singapore)

Contract for

Import of Material

Trade

Transaction

Commodity: Peas-Canadian Whole Yellow Peas

No. 2 or better, Price:- USD 386 PMT, Quantity: 3000 MTs(10% more or less at sellers option), Packing: In Bulk, Shipment, Specifications: No. 2 Canada or better except split basis 10% Non-Deductible, Maximum

12%, any split in excess of 10% upto 12% to be deducted from the contract price on a USD 1.00

per Mt for every 1% in excess of 10% upto 12% fractions in Pro-rata.

Contract No. EAP/EIL/CYP/2014-15/02 dated September 12,2014 for import of Peas-Canadian

Whole Yellow Peas No. 2 or better from Emmsons Asia Pte Ltd to Emmsons International Limited Transaction Value: USD: 1,158,000

Nil

6 Emmsons Asia Pte Ltd

(Step Down Subsidiary

incorporated in Singapore)

Contract for Export of

Material

Trade Transaction

Commodity: Indian White Rice-New Crop(Silky Sortexed/Double Polished),

Price:- USD: 454 PMT, Quantity: 5000 Mts(+/-10% Sellers Option in 20 Container),

Packing: In 50 Kgs PP Bags of 130 Grams each at 500 Bags per 20 Container,

Quality: Moisture: 14% Max, Broken: 5% Max, Damaged/Discolored: 2% Max, Chalky Grain: 4% Max, Milling Degree: Well Milled Contract No. EAPL/Ric-NB/1022/14-15 dated

September 22,2014 for Export of Indian White Rice-New Crop(Silky Sortexed/Double Polished)

from Emmsons International Limited to Emmsons Asia Pte Ltd

Transaction Value: USD:2,270,000

Nil

23


Sr. No


Nature of contracts/ Arrangements /transaction





1 Emmsons Gulf DMCC (Subsidiary Company incorporated in Dubai)


Trade Transaction

Commodity: Indian Milling Wheat, Price: EUR 210.50 PMT, Quantity: 32500 Mts(Plus/Minus 10% Buyer's option on Contract Price), Partial Shipment: Allowed(Maximum in two lots), Packing: Bulk, Weight/Quality/Condition: Final at time and place of loading as per certificates provided by CIS as Sellers Cost. Contract No. EGD/WHEAT/102/14-15 Dated:15th April, 2014 for export of Indian Milling Wheat from Emmsons International Limited to Emmsons Gulf DMCC Transaction Value: EUR 6841250

*

Nil



Trade Transaction

Commodity: Indian Milling Wheat Price: EUR 210.50 PMT Quantity: 32500 MTS(Plus/Minus 10% Buyer’s option on contract price Packing: In bulk Weight/Quality/Condition: Final at the time and place of loading as per certificates provided by CIS at sellers cost. Contract No. EGD/WHEAT/103/14-15 dated 15th April, 2015 for export of Indian Milling Wheat from Emmsons International Limited to Emmsons Gulf DMCC Transaction Value: EUR: 6,841,250

Nil



Trade Transaction

Commodity: Indian White Rice 100% Broken Sortexed, Price: USD 363.00 PMT, Quantity: 10000 MT, Packing: In 50 kg net single PP Bags with Buyers marking, tare weight of each bag to be 140gm. Min. and 2% new empty spare bag to be supplied on free of cost alongwith cargo., Unit Price: USD 363.00/MT, Duties and Taxes: All import duties, custom duty or charges of whatsoever nature directly applicable to the import of this cargo shall be from buyer's account Contact No. EGD/RIC-NB/1601/14-15 dated April 22, 2014 for export of Rice from Emmsons International Limited(holding Company) to Emmsons Gulf DMCC Transaction Value: USD 3,630,000

Nil



Trade Transaction

Commodity: Indian Milling Wheat, Quantity: 2200MTs (Plus/Minus 5% Buyers option on contract Price), Price: EUR 210.50 PMT, Weight/Quality/Condition: Final at the time and place of loading as per certificates provided by CIS at sellers cost. Contract No. EGD/WHEAT/107/14-15 dated May 02, 2014 for export of Indian Milling Wheat from Emmsons International Limited to Emmsons Gulf DMCC Transaction Value: EUR 463,100

Nil



Trade Transaction

Commodity: Indian Raw Cane Sugar, Price: USD 470 PMT, Quantity: 260 MTs(+/-5%), Packing: In new 50kg Polthene Lined Polypropylene Bags, Weigh/Quality/Condition: Final at time and place of loading as per certificates issued by appointed surveyors at sellers choice and cost. Contract No. EGD/Sugar/110-14-15 dated May 14, 2014 for export of sugar from Emmsons International Limited to Emmsons Gulf DMCC Transaction Value: USD 122,200

Nil



Trade Transaction

Commodity: Indian Raw Cane Sugar, Price:- USD 510 PMT, Quantity: 286 Mts(+/-5%), Packing: In new 50Kg Polythene Lined Polypropylene Bags, Weight/Quality/Condition: Final at time and place of loading as per certificates issued by appointed surveyors at seller's choice and cost. Contract No. EGD/Suagr/115/14-15 dated June 15, 2014 for export of Indian Raw Cans Sugar from Emmsons International Limited to Emmsons Gulf DMCC Transaction Value: USD:145,860

Nil



Trade Transaction

Commodity: Sorghum, Price:- EUR 255.50 PMT, Quantity: 3500 Mts(+/-10% Sellers Option), Packing: Bulk in containers plus empty PP Bags Weight/Quality/Condition: Weight, Quality and condition to be final at loading ports in India as per certificates issued by Commodity inspection services at sellers cost. Contract No. EGD/Sorghum/116/14-15 dated August 12,2014 for export of Sorghum from Emmsons International Limited to Emmsons Gulf DMCC Transaction Value EUR:894,250

Nil

EMMSONS

24

*

Section 188 of the Companies Act, 2013 stipulate that except with a consent of the Board of Directors given by a resolution at a

meeting of the Board and subject to such conditions as may be prescribed, no company shall enter into any contract or arrangements

with a related party with respect to sale, purchase or supply of goods or materials.

Rule 15 of (Meeting of Board and its Powers) Rules, 2014 further stipulate that where sale, purchase or supply of goods or materials

directly or through appointment of agents exceeding ten percent of the turnover of the Company or hundred crores, whichever is

lower, no company shall enter into transaction except with the prior approval of shareholders by way of special resolution.

The section 188 read with rules clarifies that the above shall not be applicable to any transaction entered into by the Company in

its Ordinary course of business other than transactions which are not on Arm's Length basis.


Sd/- Sd/-



(DIN : 00249410) (DIN : 00249642)

Sr. No


Nature of contracts/ Arrangements /transaction







Trade Transaction

Commodity: Indian Long Grain Parboiled Rice Variety IR-64(100% Sortexed), Price:- USD 493. PMT Quantity: 625MTs(+/-5% Sellers Option), Packing: In plain new single polypropylene Bags Weighing 50 Kgs Nett each, Weight and quality: To be final at the time and place of loading as per certificate issued by Independent Surveyor at Buyers option. Contract No. EGD/Rice-NB/118/14-15 dated August 14,2014 for export of Indian Long Grain Parboiled Rice variety-IR-64(100% Sortexed) from Emmsons International Limited to Emmsons Gulf DMCC Transaction Value: USD:308,125

Nil



Trade Transaction

Commodity: Indian Long Grain Parboiled Rice CarietyIR-64(100% Sortexed), Price:- USD 447 PMT, Quantity: 625MTs(+/-5% Sellers Option) Packing: In normal new single Polyproplene Bags Weighing 40Kgs Nett each, Weight & Quality: To be final at time and place of loading as per certificate issued by Independent Surveyor at Buyers option. Contract No. EGD/Ric-NB/119/14-15 dated August 18, 2014 for Export of Indian Long Grain Parboiled Rice variety IR-64(100% Sortexed) from Emmsons International Limited to Emmsons Gulf DMCC Transaction Value: USD 279,375

Nil



Trade Transaction

Commodity: 1509 Sella Rice, Price:- USD 827 PMT, Quantity: 92 MTs (+/- 5% Sellers Option), Packing: 10Kgs Net in Non-Woven Poly Fibre Bags *4 Such bags in a transparent master P.P Bags of 40 Kgs, Quality: Double Polish, Moisture: Up to 12%, Broken: Nil to 1%, Average Length of Grain: 8.35 MM, D.D:1.0%, Admixture:5-6% Contract No. EIL/BRIC/1102/14-15 dated Feb 18,2015 for Export of 1509 Sella Rice from Emmsons International Limited to Emmsons Gulf DMCC Transaction value USD:76,084

Nil

25


ANNEXURE 3 TO THE DIRECTOR'S REPORT

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2014-15

Item No. Particulars Details

1 A brief outline of the Company's CSR Policy including overview of projects or Refer: Corporate Social

programs proposed to be undertaken and a reference to the web-link to the Responsibility statement

CSR Policy and projects or programs and the composition of CSR Committee in the Director's Report

2 Average net profit of the Company for the last three financial years Rs. 11,95,43,132

3 Prescribed CSR expenditure (being two percent of the amount mentioned in item 2) Rs. 24,00,000

4 Details of CSR spent during the financial year

Total amount to be spent for the financial year Rs. 3,40,000

Amount un-spent, if any Rs. 20,60,000

Manner in which the amount spent during the financial year Detail given below

Details of Amount spent on CSR activities during the Financial year 2014-15

Sr.

No

CSR Project or

Activity identified

Sector in which the

project is covered (clause no. of

Schedule VII to the Companies Act, 2013 as amended)

Project of

program (1) Local Area or

Other (2) Specify the state and district where

projects or programs was undertaken

Amount

outlay (Budget)

Project or Program wise

Amount spent

on the projects or programs

Sub Heads (1) Direct Expenditure on projects or

programs (2) Overheads

Cumulative

Expenditure upto the

reporting period i.e F.Y 2014-15

Amount

Spent Direct or Through

implementing Agency

1 Providing facilities

for senior citizens

Cl. (iii) providing

gender equality, setting up homes

and other facilities for senior citizens

New Delhi

As

provided under

section 135 of the

Companies Act, 2013

read with Schedule

VII of the Companies

Act, 2013

90,000 90,000 Direct

2 Kashmir Flood Cl. (i) eradicating hunger, poverty and

malnutrition

Kashmir 50,000 50,000 Direct

3 Providing

support/facilities for carrying and

uplifting of downtrodden,

poor aged people, victim of natural

disasters and orphaned children

Cl. (i) eradicating

hunger, poverty and malnutrition and Cl.

(iii) promoting gender, equality,

empowering women, setting up

homes and hostels for women and

orphans;

New Delhi 100,000 100,000 Direct

4 Providing

educational opportunities to

slum children with nutrition program

cl. eradicating

hunger, poverty and malnutrition and Cl.

(ii) promoting education among

children

New Delhi 100,000 100,000 Direct

EMMSONS

26


Secretarial Audit Report

For the Financial year ended 31st March, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014]

To,

The Members,

Emmsons International Limited

17, Community Centre, Zamrudpur

New Delhi-110048

We have conducted the secretarial audit of the compliance of applicable statutory provision and the adherence to good

corporate practices by EMMSONS INTERNATIONAL LIMITED. Secretarial Audit was conducted in a manner that provided us a

reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the EMMSONS INTERNATIONAL LIMITED books, papers, minute books, forms and returns

filed and other records maintained by the company and also the information provided by the company, its officers, agents and

authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during

the audit period covering the financial year ended on 31st March, 2015 complied with statutory provisions listed hereunder and

also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to

the reporting made hereafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by EMMSONS

INTERNATIONAL LIMITED for the financial year ended on 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(iii) The depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of the Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI

Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies, Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standard issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards, etc. mentioned above subject to the following observations:

1. The Company had not spent requisite amount on Corporate Social Responsibility (CSR) activities as required u/s 135 of the

Companies Act, 2013 for the year ended on 31.03.2015.

27


We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period

under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, Agenda and detailed notes on agenda were sent at

least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items

before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations

of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has no specific events / actions having a major bearing on the

company's affairs in pursuance of the laws, rules, regulations, guidelines, standards, etc. except major decisions taken by the members

in pursuance to section 180 (1)(c) of the Companies Act, 2013 for exceeding the Borrowing limit.

Place : New Delhi Sd/-

Date : 30.10.2015 Saurabh Agrawal

(Saurabh Agrawal & Co.

Company Secretaries)

FCS No.: 5430

C.P. No.: 4868

EMMSONS

28

ANNEXURE 5 TO DIRECTOR'S REPORT:

Form No. MGT-9

Extract of Annual Return

As on financial year ended on March 31,2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1)

of the Companies (Management and Administration) Rules, 2014}

i) CIN L74899DL1993PLC053060

ii) Registration Date 15.04.1993

iii) Name of the Company Emmsons International Limited

iv) Category/Sub category of the Company Public Company/Limited by Shares

v) Address of the Registered Office and Contact details 17, Community Centre, Zamrudpur

New Delhi-110048Tel: 011 2924 7721-25

vi) Whether Listed Company Yes

vii) Name, Address and Contact details Link Intime India Pvt. Ltd.

of Registrar and Transfer Agent, if any 44, Community Centre, 2nd Floor,Naraina Industrial Area, Phase-I,

Near PVR Naraina, New Delhi- 110028

Tel: 011-41410592, 41410594Contact Person: Mr. Bharat Bhushan

e-mail id: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company

Sl. No Name and Description of main NIC Code of % of total turnover of

product/services product/services the Company

1. Wheat, Rice, Sugar and Others 5121 89.85

2. Garment and Textile Products 5131 10.15

100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND As per attachment-A

ASSOCIATE COMPANIES

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITALBREAKUP AS PERCENTAGE OF TOTAL EQUITY)

i) Category -wise shareholding As per attachment-B

ii) Shareholding of promoters As per attachment-C

iii) Change in promoter's shareholding As per attachment-D

iv) Shareholding of top ten shareholders (other than Directors, As per attachment-E

Promoters and Holders of GDRs and ADRs)

vi) Shareholding of Directors and Key Managerial Personnel As per attachment-F

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/ As per attachment-G

accrued but not due for payment

VI. REMUNERATION OF DIRECTORS AND KEY

MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole Time Directors As per attachment-H

and/or Manager

B. Remuneration to other Directors As per attachment-I

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD As per attachment-J

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES As per attachment-K

29


Attachment A:

III. Particulars of Holding, Subsidiary and Associate Companies

Sr. Name of the Address CIN/GLN Holding/ % of Applicable

No Company Subsidiary/ shares Section

Associate* held

1 Emmsons Gulf 3406, 1 Lake Plaza, Plot No. 2, – Subsidiary 100% 2(87)(ii)

DMCC Jumeirah Lake Tower, Dubai

2 Emmsons SA Place DU Marche 3, – Subsidiary 99.99% 2(87)(ii)

CP 1456 1860, Aigle, Switzerland.

3 Emmsons Grains Karaiskaki 6, City House, – Subsidiary 100% 2(87)(ii)

Limited P.I.3032, Limassol, Cyprus

4 Emmsons Asia Pte 150, Cecil, #07-01, – Subsidiary 99% 2(87)(ii)

Ltd, Singapore Singapore-069543

5 PT Star Emmsons, Menara Cakrawala Floor 7 Jalan, – Subsidiary 98.9% 2(87)(ii)

Indonesia M.H Thamrin No.9, Jakarta

6 PT Bara Energi Menara Cakrawala Floor 7 – Subsidiary 99% 2(87)(ii)

Makmur, Indonesia Jalan, M.H Thamrin No.9, Jakarta

7 Terra Firma LLC, Ukraine, 54001, Mykolayiv city, – Subsidiary 66.67% 2(87)(ii)

Ukraine 33a Admiralska street, app. 29

8 Amber Agro LLC, Ukraine, 54001, Mykolayiv city, – Subsidiary 66.67% 2(87)(ii)

Ukraine 33a Admiralska street, app. 29

9 Krynchanske LLC, Ukraine, 57121, Mykolayiv region, – Subsidiary 100% 2(87)(ii)

Ukraine Mykolayiv district, Krynychky village,

Olimpiyska street, No. 47

10 Yuzhne, Ukraine Ukraine, 67555, Odessa region, – Subsidiary 100% 2(87)(ii)

Kominternivskyi district,

Sychavka village, 1 Tsvitayeva str.

11 Nickland LLC, Ukraine, 57121, Mykolayiv region, – Subsidiary 100% 2(87)(ii)

Ukraine Mykolayiv district, Krynychky village,

Olimpiyska street, No. 47

*Representing aggregate percentage of shares held by the Company and/ or its Subsidiaries

EMMSONS

30

IV. Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning No. of Shares held at the end of %

of the year (As on 01.04.2014) the year (As on 31.03.2015) Change

Demat Physical Total % of Demat Physical Total % of during

Total Total the year

Shares Shares

A Promoters

(1) Indian

(a) Individual/HUF 5736488 0 5736488 47.82 5736488 0 5736488 47.82 –

(b) Central Government/

State Government 0 0 0 – 0 0 0 – –

(c) Bodies Corporate 606996 0 606996 5.06 606996 0 606996 5.06 –

(d) Financial Institutions/Banks 0 0 0 – 0 0 0 – –

(e) Any other(Specify) 0 0 0 – 0 0 0 – –

Sub Total (A) (1) 6343484 0 6343484 52.88 6343484 0 6343484 52.88 –

(2) Foreign 0 0 0 – 0 0 0 – –

Individuals (Non Resident

Individuals/Foreign Individuals) 20460 0 20460 0.17 20460 0 20460 0.17 –

Bodies Corporate 0 0 0 – 0 0 0 – –

Financial Institutions/Banks 0 0 0 – 0 0 0 – –

Sub Total (A) (2) 20460 0 20460 0.17 20460 0 20460 0.17 –

Total (A)=(A)(1) + (A) (2) 6363944 0 6363944 53.05 6363944 0 6363944 53.05 –

B Public Shareholding –

(1) Institution 0 0 0 – 0 0 0 – –

Mutual Funds/UTI 0 0 0 – 0 0 0 – –

Financial Institutions/Banks 0 0 0 – 0 0 0 – –

Central Government/State Government(s) 0 0 0 – 0 0 0 – –

Venture Capital Funds 0 0 0 – 0 0 0 – –

Insurance Companies 0 0 0 – 0 0 0 – –

Foreign Institutional Investors 0 0 0 – 0 0 0 – –

Foreign Venture Capital Investor 0 0 0 – 0 0 0 – –

Any other(Specify) 0 0 0 – 0 0 0 – –

Sub Total (B) (1) 0 0 0 – 0 0 0 – –

(2) Non Institutions

Bodies Corporate 766901 0 766901 6.39 797046 0 797046 6.64 0.25

Individuals

Individuals: - Shareholders holding

nominal share capital upto Rs. 1 Lac 710903 197070 907973 7.57 824577 185070 1009647 8.42 0.85

Individuals: - Shareholders holding nominal

share capital in excess of Rs. 1 Lac 3270358 0 3270358 27.26 3431359 0 3431359 28.6 1.34

Any other(Specify)

Clearing members 44282 0 44282 0.37 63930 0 63930 0.53 0.16

NRI 480822 161760 642582 5.35 168354 161760 330114 2.75 -2.60

Sub Total (B) (2) 5273266 358830 5632096 46.95 5285266 346830 5632096 46.95

Total (B)=(B)(1) + (B) (2) 5273266 358830 5632096 46.95 5285266 346830 5632096 46.95

C Shares held by Custodians and against which

Depository Receipts have been issued

Promoters and Promoters Group 0 0 0 – 0 0 0 0 –

Public 0 0 0 – 0 0 0 0 –

Sub Total (C) 0 0 0 – 0 0 0 0 –

Grand Total (A)+(B)+ (C) 11637210 358830 11996040 100 11649210 346830 11996040 100

Attachment B:

31


Attachment C:


ii) Shareholding Promoters

Sr. Shareholders Name Shareholding at the beginning of the Shareholding at the end of the %

No year (As on 01.04.2014) year (As on 31.03.2015) Change

No. of % of total % of Shares No. of % of total % of Shares in share-

Shares Shares Pledged / Shares Shares Pledged / holding

of the encumbered of the encumbered during

Company to total shares Company to total shares the year

1 Anil Monga 2891716 24.11 90.16 2891716 24.11 90.16 –

2 Rajesh Monga 1023280 8.53 55.38 1023280 8.53 55.38 –

3 Emmpac Holdings Pvt Ltd 606996 5.06 – 606996 5.06 – –

4 Shivaz Monga 500070 4.17 – 500070 4.17 – –

5 Renu Monga 265228 2.21 – 265228 2.21 – –

6 Sheela Monga 199200 1.67 – 199200 1.67 – –

7 Sanjeev Kumar Monga 134100 1.12 – 134100 1.12 – –

8 Poonam Monga 108000 0.9 – 108000 0.9 – –

9 Manya Monga 100000 0.83 – 100000 0.83 – –

10 Rashi Monga 100000 0.83 – 100000 0.83 – –

11 Amita Baghi 25780 0.21 – 25780 0.21 – –

12 Kanishk Monga 20460 0.17 – 20460 0.17 – –

13 Suman Monga 11714 0.09 – 11714 0.09 – –

14 Roshan Lal 10000 0.08 – 10000 0.08 – –

15 Jagroop Singh 200000 1.67 – 200000 1.67 – –

16 B.B Gandhi 101000 0.84 – 101000 0.84 – –

17 Jaiprakash Jagdishrai Chawla 64800 0.54 – 64800 0.54 – –

18 Anil Aggarwal 1600 0.01 – 1600 0.01 – –

6363944 53.05 49.87 6363944 53.05 49.87 –

Attachment D:


(iii) Change in Promoters' Shareholding (please specify, if there is no change)

Sr Shareholding at the Cumulative Shareholding

No. beginning of the year during the year

(As on 01.04.2014) (As on 31.03.2015)

1. At the beginning of the year 6363944

2. Date wise Increase / Decrease in Promoters

Shareholding during the year specifying

the reasons for increase/ decrease (e.g. allotment /

transfer / bonus/ sweat equity etc):

3. At the end of the year 6363944

No change during the year

EMMSONS

32

Attachment E:


iv) Shareholding pattern of top ten shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. Name Shareholding Date Increase/ Reason Cumulative ShareholdingNo. Decrease during the year (01.04.2014

in the to 31.03.2015)shareholding

No. of shares % of total No. of % of totalat the beginning shares shares shares

(01.04.2014)/ of the of theend of the year Company Company

(31.03.2015)

1 Master Capital Services Ltd 374333 3.12 01.04.2014

04.04.2014 5485 Purchase 379818 3.17

11.04.2014 5953 Purchase 385771 3.21

18.04.2014 -92212 Sale 293559 2.44

25.04.2014 1544 Purchase 295103 2.46

09.05.2014 6872 Purchase 301975 2.51

16.05.2014 8953 Purchase 310928 2.60

23.05.2014 10680 Purchase 321608 2.68

30.05.2014 24730 Purchase 346338 2.88

06.06.2014 -6620 Sale 339718 2.83

13.06.2014 -2340 Sale 337378 2.81

20.06.2014 5280 Purchase 342658 2.85

30.06.2014 8557 Purchase 351215 2.93

04.07.2014 -9277 Sale 341938 2.85

11.07.2014 -1010 Sale 340928 2.84

18.07.2014 870 Purchase 341798 2.85

25.07.2014 500 Purchase 342298 2.85

01.08.2014 -21109 Sale 321189 2.68

08.08.2014 -31025 Sale 290164 2.42

15.08.2014 6229 Purchase 296393 2.47

22.08.2014 -18018 Sale 278375 2.32

29.08.2014 15400 Sale 293775 2.45

05.09.2014 -32195 Sale 261580 2.18

12.09.2014 -1610 Sale 259970 2.16

19.09.2014 -15497 Sale 244473 2.03

30.09.2014 239 Purchase 244712 2.04

03.10.2014 188 Purchase 244900 2.04

17.10.2014 16001 Purchase 260901 2.17

24.10.2014 27338 Purchase 288239 2.40

31.10.2014 -32650 Sale 255589 2.13

07.11.2014 200 Purchase 255789 2.13

21.11.2014 -200 Sale 255589 2.13

28.11.2014 73 Purchase 255662 2.13

05.12.2014 50 Purchase 255712 2.13

12.12.2014 100 Purchase 255812 2.13

31.12.2014 212 Purchase 256024 2.13

02.01.2015 500 Purchase 255524 2.13

09.01.2015 -35856 Sale 219668 1.83

16.01.2015 81 Purchase 219749 1.83

23.01.2015 109 Purchase 219858 1.83

30.01.2015 994 Purchase 220852 1.84

06.02.2015 -1603 Sale 219249 1.83

13.02.2015 -200 Sale 219049 1.82

20.02.2015 54391 Purchase 273440 2.28

27.02.2015 -49000 Sale 224440 1.87

06.03.2015 -28237 Sale 196203 1.63

13.03.2015 -644 Sale 195559 1.63

20.03.2015 32286 Purchase 227845 1.90

27.03.2015 199108 Purchase 426953 3.56

426953 3.56

33


Attachment E:


iv) Shareholding pattern of top ten shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs) (Continue..)

Sr. Name Shareholding Date Increase/ Reason Cumulative ShareholdingNo. Decrease during the year (01.04.2014

in the to 31.03.2015)shareholding

No. of shares % of total No. of % of totalat the beginning shares shares shares

(01.04.2014)/ of the of theend of the year Company Company

(31.03.2015)

2 Ajay Agarwal 334578 2.79

23.05.2014 -20000 Sale 314578 2.62

30.05.2014 -55 Sale 314523 2.62

06.03.2015 -154523 Sale 160000 1.34

160000 1.34

3. Geeta Gupta 300000 2.50

Nil movementduring the year

300000 2.50 300000 2.50

4. Manpreet Singh Chadha 240000 2.00


240000 2.00 240000 2.00

5. Radhika Sadagopan 225040 1.88

31.12.2014 -225000 Sale 40 0.0003

40 0.0003

6. Jatinder Kaur 174246 1.45


174246 1.45 174246 1.45

7. Rajinder Singh Chadha 164600 1.37


164600 1.37 164600 1.37

8. Farhana Sarfaraz 154134 1.28


154134 1.28 154134 1.28

9. Shivali Nitin Prakash 151000 1.26


151000 1.26 151000 1.26

10. Kalpana Bharat Savla 140000 1.16


140000 1.16 140000 1.16

11. Shilpa U Shah 140000 1.16


140000 1.16 140000 1.16

EMMSONS

34

Attachment F:


iv) Shareholding of Directors and Key Managerial Personnel

Sr. Name Shareholding Date Increase/ Reason Cumulative Shareholding

No. Decrease during the year (01.04.2014

in the to 31.03.2015)

shareholding

No. of shares % of total No. of % of total

at the beginning shares shares shares

(01.04.2014)/ of the of the

end of the year Company Company

(31.03.2015)

Anil Monga, 2891716 24.11 01.04.2014 0 Nil movement 2891716 24.11

Managing Director 2891716 24.11 31.03.2015 during the year

Rajesh Monga, 1023280 8.53 01.04.2014 0 Nil movement 1023280 8.53

Whole Time Director 1023280 8.53 31.03.2015 during the year

Shivaz Monga, 500070 4.17 01.04.2014 0 Nil movement 500070 4.17

Executive Director 500070 4.17 31.03.2015 during the year

Satish Chandra Gupta, 0 – 01.04.2014 0 N.A 0 –

Non Executive & 0 – 31.03.2015

Independent Director

Viresh Shankar Gupta, 0 – 01.04.2014 0 N.A 0 –



Vijay Kumar Kakkar, 0 – 01.04.2014 0 N.A 0 –



Soni Benydin Jaiprakash, 0 – 01.04.2014 0 N.A 0 –


Independent Director*

Hamant Paul, GM(Finance & 2300 0.02 01.04.2014 0 Nil movement 2300 0.02

Chief Financial Officer)** 2300 0.02 31.03.2015 during the year

Vinay Gujral, 0 – 01.04.2014 0 N.A 0 –

Company Secretary*** 0 – 31.03.2015

Amit Shekhar, 0 – 01.04.2014 0 N.A 0 –

Company Secretary**** 31.03.2015 0 –

Surinder Bhaya, GM 0 – 01.04.2014 0 N.A 0 –

( Accounts) & Chief

Financial Officer*****

* Ms. Soni Benydin Jaiprakash has appointed as Non Executive Independent Director of the Company with effect from 14th February, 2015

** Mr. Hamant Paul , GM(Finance) & Chief Financial Officer of the Company, designated as Key Managerial Personnel has resigned with effect from

14th November, 2014.

*** Mr. Vinay Gujral has resigned as Company Secretary of the Company with effect from 17th September, 2014

**** Mr. Amit Shekhar has appointed as Company Secretary with effect from 18th September, 2014.

***** Mr. Surinder Bhaya working as GM(Accounts) of the Company, however, he is appointed as Chief Financial Officer and designated as Key

Managerial Personnel with effect from 14th February, 2015.

35


Attachment: G

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loan Unsecured Loans Deposits Total

excluding deposits indebtedness

Indebtedness at the beginning of

the financial year (01.04.2014)

(i) Principal Amount 5,759,122,840.79 7,100,000.00 – 5,766,222,840.79

(ii) Interest due but not paid – – – –

(iii) Interest accrued but not due – – – –

Total (i+ii+iii) 5,759,122,840.79 7,100,000.00 ----- 5,766,222,840.79

Change in indebtedness

during the financial year

Addition 1,114,089,864.00 177,300,000.00 – 1,291,389,864.00

Reduction (2,223,206,052.05) – – (2,223,206,052.05)

Exchange difference – – – –

Net Change (1,109,116,188.05) 177,300,000.00 – (931,816,188.05)

Indebtedness at the end of

the financial year (31.03.2015)

(i) Principal Amount 4,650,006,652.74 184,400,000.00 – 4,834,406,652.74

(ii) Interest due but not paid – – – –

(iii) Interest accrued but not due – – – –

Total (i+ii+iii) 4,650,006,652.74 184,400,000.00 – 4,834,406,652.74

Attachment: H

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole Time Directors and/or Manager:

Sr. Particulars of Remuneration Name of Managing Director/Whole Time Director Total Amount

No Anil Monga Rajesh Monga Shivaz Monga (In Rs.)

Managing Director Whole Time Director Executive Director

1. Gross Salary

(a) Salary as per provisions contained in

section 17(1) of the Income Tax Act, 1961 5,200,000 5,200,000 5,200,000 15,600,000

(b) Value of perquisites u/s 17(2) of 38,393 ------ 950,660 989,053

the Income Tax Act, 1961

(c) Profits in lieu of salary under section

17(3) of the Income Tax Act, 1961 – – – –

2. Stock Option – – – –

3. Sweat Equity – – – –

4. Commission – – – –

-as % of profit – – – –

-others – – – –

5. Others – – – –

Total A 5,238,393 5,200,000 6,150,660 16,589,053

Ceiling as per Act Section -II, Schedule V to the Companies Act, 2013: Where the effective Capital is Rs. 5 Crores and

above but less than Rs. 100 Crores the Remuneration payable shall not exceed Rs. 42 Lacs (per

annum). The above limit shall be doubled provided that the shareholders pass a Special Resolution.

The Shareholders in 21st Annual General Meeting held on 29th October, 2014 have passed

Special Resolution(s) for payment of remuneration to Mr. Anil Monga, Mr. Rajesh Monga and

Mr. Shivaz Monga.

Note: Remuneration includes Salary, House Rent Allowance, Bonus, Leave Travel Concession, Medical Assistance and other allowances paid in

cash and taxable value of non cash perquisites.

EMMSONS

36

Attachment: I


B. Remuneration to other Directors

Sr. Particulars of Remuneration Name of Director Total

No Satish Chandra Vijay Kumar Viresh Shankar Soni Benydin Amount

Gupta Kakkar Mathur Jaiprakash

1. Independent Directors

• Fee for attending Board/

Committee Meetings 240,000 240,000 180,000 – 660,000

• Commission – – – – –

• Others – – – – –

Total (1) 240,000 240,000 180,000 – 660,000

2. Other Non Executive Directors

• Fee for attending Board/

Committee Meetings – – – – –

• Commission – – – – –

• Others – – – – –

Total (2) – – – – –

Total(B)= (1+2) 240,000 240,000 180,000 – 660,000

Total Managerial Remuneration* 1,7249,053*

Overall ceiling as per the Act Rule 4 (Companies(Appointment and Remuneration)Rules, 2014:- A company may pay sitting fee

to a director for attending meetings of the Board or Committee thereof, such sum as may be

decided by the Board of Director thereof which shall not exceed rupees one lakh per meeting of

the Board or Committee thereof.

*Total remuneration to Managing Director, Whole Time Director and other Directors (being the total of A and B)

Attachment: J


C. Remuneration to Key Managerial Personnel other than MD/WTD/MANAGER:

Sr. Particulars of Remuneration Name of Key Managerial Personnel Total Amount

No CEO Hamant Paul Vinay Gujral Amit Shekhar Surinder Bhaya

GM (Finance) Company Company GM(Accounts)

& Chief Secretary Secretary & Chief

Financial Officer upto 17th w.e.f 18th Financial

upto 14th September, September, Officer

November, 2014 2014 2014

1. Gross Salary

(a) Salary as per provisions

contained in section 17(1)

of the Income Tax Act, 1961 3,210,353 229,970 227,919 1,961,888 5,630,130

(b) Value of perquisites u/s 17(2)

of the Income Tax Act, 1961 62,625 29,652 – 56,612 148,889

(c) Profits in lieu of salary under section

17(3) of the Income Tax Act, 1961 – – – – –

2. Stock Option – – – – –

3. Sweat Equity – – – – –

4. Commission – – – – –

-as % of profit – – – – –

-others – – – – –

5. Others – – – – –

Total 3,272,978 259,622 227,919 2,018,500 577,9019

* Mr. Surinder Bhaya, GM (Accounts) has been appointed Chief Financial Officer as Key Managerial Personnel with effect from 14th February, 2015,

however the remuneration shown above is for full financial year 2014-15

–

37


Attachment: K

VII. Penalties/Punishment/Compounding of Offences:

Type Section of the Companies Act

Brief Description

Details of Penalty/Punishment/Compounding Fee imposed

Authority{RD/ NCLT/ Court}

Appeal made, if any (give Details)

A. Company

Penalty No Penalties, Punishments or Compounding of Offences Punishment

Compounding

B. Directors


Compounding

C. Other Officers in default


Compounding

EMMSONS

38

ANNEXURE - 6 MANAGEMENT DISCUSSION AND ANALYSIS

Despite the focus on industrialisation, agriculture remains a dominant sector of the Indian economy both in terms of contribution

to Gross Domestic Product (GDP) as well as a source of employment to millions across the country. Agriculture plays a vital rolein the Indian economy. Over 70 per cent of the rural households depend on agriculture as their principal means of livelihood.

Agriculture, along with fisheries and forestry, accounts for one-third of the nation's GDP and is its single largest contributor. The

Company continues to focus on Agro Commodities Exports.

OVERVIEW

The Financial Year 2014-15, has been difficult year for Indian Agro Commodities Exports. Prices of Agri Commodities in the global

market remains depressed. The Domestic Price of Agro Commodities ruled higher than the International Agro Commodities Pricesdue to Minimum Support Price (MSP), rendered exports un-remunerative. As a result, Exports of Agro Commodities, including

Wheat, Soyameal and corn registered negative growth, registered a decline by 37% in 2014-15.

IMPACT ON COMPANY'S PERFORMANCE

The Company's core business segment is export of Agro Commodities was adversely affected as explained earlier. The Company

now looks to expand its basket of products to rebuild its export of Agro Commodities.

OUTLOOK

The Global prices of Agro Commodities are stabilizing slowly and it is expected to be on track. In order to boost Agro-exports, the

Government has asked exporters to explore new markets and ship value-added products. To promote raw Sugar exports, the

Government has proposed Subsidy on Sugar and similar aid is also expecting towards exports of other Agro Commodities. TheAgro Commodities export industry further hopes that the Government would proactively respond to global factors and genuine

requests of the industry on a regular basis so as to foster the Agro Commodities exports from India.

FINANCIAL PERFORMANCE

The Company has faced tough time during the year and noted a substantial decline in its Turnover as compared to the previous year.

The performance of the Company has been impacted on accounts of slowdown in the global commodities market, Overdue of

receivables, high interest cost. Accordingly the profits have been impacted negatively.

The Company has noted Annual Turnover of Rs. 760.93 Crores as compared to Rs 1525.54 Crores in the previous financial year and

incurred Net loss of Rs. 78.90 Crores as compared to Net Profit of Rs. 2.40 Crores in the previous financial year.

RISK AND CONCERNS

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

whole.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Emmsons Board, along with executive and functional leadership provides oversight to identify and understand significant risks. They

also put in place systems of risk management, compliance and control to mitigate these risks.

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

with statutory regulations.

HUMAN RESOURCE

The Company's comprehensive HR policy inter-alia provides manpower training and development, keeping in mind the growingrequirement for custom trained manpower at its new initiatives. The Company's office is fully computerised. The management

interacts regularly with staff members to understand their needs and problems and to create a suitable working environment.

INSURANCE

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

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations

may be 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differmaterially from those expressed or implied. Important factors that could make a difference to the Company's operations includeeconomic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company

operates changes in the Government regulations, tax laws, and other statutes and other incidental factors.

39


REPORT ON


CORPORATE GOVERNANCE PHILOSOPHY

Corporate Governance is an area of major significance not only to governments and business but to all who are affected by

organizations in some way, whether as investors, directors, employees, suppliers, customers or the community in general. The

Company is highly committed to promoting and supporting the principles of sound Corporate Governance. It envisages attainment

of a high level of transparency & accountability in the functioning and helps the management in the efficient conduct of the

Company's affairs and in protecting the interest of various participants like shareholders, employees, lenders, clients, etc. and at the

same time places due emphasis on compliance of various statutory laws.

BOARD OF DIRECTORS

The Board of Emmsons is a mix of Executive and Non Executive Directors. The Board consists of Seven Director, among them three

are Executive and four are Non-Executive independent. None of the independent Directors has any pecuniary relationship with the

Company except entitlement to sitting fees for attending Board/Committee meetings.

The composition of Board of Directors is as follows:

Sl. Name Designation Executive/Non

No. Executive/Independent

1. Mr. Anil Monga Managing Director Executive

2. Mr. Rajesh Kumar Monga Whole time Director Executive

3. Mr. Shivaz Monga Executive Director Executive

4. Mr. Vijay Kumar Kakkar Director Non Executive & Independent

5. Mr. Viresh Shankar Mathur Director Non Executive & Independent

6. Mr. Satish Chandra Gupta Director Non Executive & Independent

7. Ms. Soni Benydin Jaiprakash Director Non Executive & Independent

DETAILS OF DIRECTOR'S ATTENDANCE IN THE BOARD MEETINGS AND THE LAST AGM ALONGWITHTHEIR DIRECTORSHIP/CHAIRMANSHIP:

Sl. Name of Directors Attendance Directorship No. of Chairmanship/ AttendanceNo. at the of other Indian Membership of at the last

Company’s Companies other Board AGMMeetings Committees

1. Mr. Anil Monga 10 01 Nil Yes

2. Mr. Rajesh Kumar Monga 09 Nil Nil Yes

3. Mr. Shivaz Monga 07 01 Nil Yes

4. Mr. Vijay Kumar Kakkar 06 Nil Nil Yes

5. Mr. Viresh Shankar Mathur 04 05 04 No

6. Mr. Satish Chandra Gupta 11 12 09 Yes

7. Ms. Soni Benydin Jaiprakash* 0 Nil Nil No

# In accordance with Clause 49 of the Listing Agreement, Memberships/Chairmanships of only the Audit Committees and StakeholderRelationship Committees in all public limited companies (excluding Emmsons International Limited) have been considered.

*The Board of Directors has appointed Ms. Soni Benydin Jaiprakash as Non Executive Independent Director(Additional Director)with effect from 14th February, 2015.

PROCEDURE TO CONDUCT MEETING OF THE BOARD OF DIRECTORS:

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

EMMSONS

40

INFORMATION SUPPLIED TO THE BOARD

The Board has complete access to all information of the Company. The following information is provided to the board and the

agenda papers for the meetings are circulated in advance of each meeting:

• Annual operating plans, capital and revenue budgets and updates

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

• Details of Subsidiaries of the Company and its updates

• Information on recruitment and remuneration of senior officers just below the Board level including appointment or removal

of Chief Financial Officer and Company Secretary

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

• Status of Litigations by or against the Company

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

• Details of any Joint Venture or Collaboration Agreement

• Formation/reconstitution of Board Committees and terms of references

• Appointment, remuneration and resignation of Directors

• Disclosure of Director's interest and their shareholding

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

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

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2014-15:

During the year under review, your Directors have met 11 (eleven) times, at the various dates, as mentioned herein below:

No. of Board Dates of No. of Board Dates of

Meetings Held Board Meetings Meetings Held Board Meetings

01 30.05.2014 08 29.10.2014

02 23.06.2014 09 13.11.2014

03 12.07.2014 10 23.12.2014

04 21.07.2014 11 14.02.2015

05 13.08.2014 – –

06 17.09.2014 – –

07 24.09.2014 – –

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has constituted Committee(s) with specific terms of reference and scope, namely: Audit Committee, Nomination and

Remuneration Committee and Stakeholder Relationship Committee and Corporate Social Responsibility Committee. The committees

operate as empowered agents of the Board as per their charter/terms of reference. The practice to present the minutes of the

meetings of Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee and Corporate

Social Responsibility Committee, before the Board of Director for their perusal, is being maintained continuously. The details as to

the composition, terms of reference, number of meetings and attendance etc. of these Committees are provided hereunder:

AUDIT COMMITTEE

Audit Committee of the Board comprises of three Non-Executive and Independent Director, namely Mr. Viresh Shankar Mathur, Mr.

Vijay Kumar Kakkar and Mr. Satish Chandra Gupta. The Chairman of the Audit Committee is Mr. Satish Chandra Gupta, an

independent director having sound financial knowledge. The majority of the audit committee members, including the Chairman,

have accounting and financial management expertise. The Company Secretary acts as Secretary of the Committee. A representative

of the Statutory Auditors is invited as and when required.

41


Powers of the Audit Committee:

• To investigate any activity within terms of reference

• To seek information from any employee

• To obtain outside legal or professional advice

Role of Audit Committee, interalia, includes the following:

1. Overview of the Company's financial reporting process and the disclosure of its financial information to ensure that the

financial statement is correct, sufficient and credible.

2. Recommending the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor's and

the fixation of audit fees.

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

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

reference to the

• Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in

terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013.

• Changes, if any, in accounting policies and practices and reasons for the same.

• Major accounting entries involving estimates based on the exercise of judgment by management.

• Significant adjustments made in the financial statements arising out of audit findings.

• Compliance with listing and other legal requirements relating to financial statements.

• Disclosure of any related party transactions and Qualifications, if any, in the draft audit report.

• Qualifications in the draft audit report.

• Management Discussion and analysis of Financial Condition

5. Reviewing, with the management, the quarterly, half yearly, nine monthly and annually financial statements standalone as well

as consolidated before submission to the Board for approval.

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

systems.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal Audit Department, staffing

and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

8. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit

discussion to ascertain any area of concern.

9. Scrutiny of inter-corporate loans and investments

10. To review the function of the vigil mechanism

11. Approval of appointment of the CFO(i.e the Whole Time Finance Director or any other person heading the finance function

or discharging that function) after assessing qualifications, experience and background etc of the candidate

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

The dates on which the meetings were held and attendance of the members of the Committee during the financial year

ended 31st March, 2015 are as follows:

No. of Meetings Held Date of meetings

01 30.05.2014

02 13.08.2014

03 24.09.2014

04 13.11.2014

05 14.02.2015

EMMSONS

42

S. No. Name of the Members Meetings held Meetings attended

01 Mr. Viresh Shankar Mathur 5 4

02 Mr. Vijay Kumar Kakkar 5 5

03 Mr. Satish Chandra Gupta 5 5

NOMINATION AND REMUNERATION COMMITTEE

Constitution and Terms of Reference

The Nomination and Remuneration Committee comprises of Mr. Viresh Shankar Mathur, Mr. Vijay Kumar Kakkar and Mr. Satish

Chandra Gupta in the year 2014-15. The Nomination and Remuneration Committee is constituted as per the provisions of section

178 of the Companies Act, 2013 and Clause 49 of the listing Agreement entered into with the Stock Exchange.

The broad terms of reference of the Nomination and Remuneration Committee shall identify persons who are qualified to becomedirectors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board

their appointment and removal carry out evaluation of every director's performance. To carry out any other function as is mandated

by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable. Toperform such other functions a may be necessary or appropriate for the performance of its duties

The details of the remuneration committee are as follows:

No. of Meetings Held Date of meeting

01 14.08.2015

Sl. No. Name of the Members Meeting attended

01 Mr. Satish Chandra Gupta 01

02 Mr. Viresh Shankar Mathur 0

03 Mr. Vijay Kumar Kakkar 01

Remuneration Policy and Payment

The Company has three Executive Directors on its Board whose appointment, terms as well as remuneration have been approved

by the Members in the General Meetings and also by the Nomination and Remuneration Committee, pursuant to the provisions of

the section 178 read with schedule V to the Companies Act, 2013. Further, there are no such arrangements to pay the remunerationto Non- Executive Directors, apart from their sitting fee for attending the meetings, during the financial year ended 31st March,

2015. The Company pays sitting fee of Rs. 20,000/- per meeting to the non-executive directors for attending the meeting each of the

Board and Committee(s) thereof.

The details of the remuneration paid to the Directors including Managing Director and Whole time Director during the financialyear 2014-15 is as under:

Name Designation Tenure Salary Sitting Commission Other Total

of Fees Perquisite

appointment (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)

Mr. Anil Monga Managing Director Five years w.e.f. 5,200,000 Nil - 38,393 5,238,393

01.09. 2010

Mr. Rajesh Monga Whole Time Three years w.e.f. 5,200,000 Nil - - 520,000

Director 01.01.2014

Mr. Shivaz Monga Executive FiveYears w.e.f. 5,200,000 Nil - 950,660 6,150,660

Director 12.08.2013

Mr.Vijay Kumar Independent – Nil 240,000 Nil Nil 240,000

Kakkar Director

Mr.Viresh Independent – Nil 180,000 Nil Nil 180,000

Shankar Mathur Director

Mr. Satish Chandra Independent – Nil 240,000 Nil Nil 240,000

Gupta Director

Note: Remuneration includes Salary, House Rent Allowance, Bonus, Leave Travel Concession, Medical Assistance and other allowancespaid in cash and taxable value of non cash perquisites.

43


STAKEHOLDER RELATIONSHIP COMMITTEE

Constitution and Objective

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

the Company and other members of the committee are Mr. Anil Monga, Mr. Rajesh Monga and Mr. Shivaz Monga, Directors of the

Company. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutorynotification, amendment or modification, as may be applicable. To perform such other functions as may be necessary or appropriate

for the performance of its duties. The composition of Stakeholder Relationship Committee and terms of references meet with the

requirements of clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.

Mr. Vinay Gujral, has appointed as Company Secretary and Compliance officer of the Company w.e.f 1st May, 2015 as per the ListingAgreement, and performs as a secretary to the Committee his e-mail id is: [email protected].

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



1 28.05.2015


1 Mr. Satish Chandra Gupta 01

2 Mr. Anil Monga 01

3 Mr. Rajesh Monga 01

4 Mr. Shivaz Monga 0

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Constitution and Terms of Reference

The Corporate Social Responsibility Committee comprises of Mr. Vijay Kumar Kakkar, Mr. Anil Monga, Mr. Rajesh Monga and Mr.Shivaz Monga in the year 2014-15. The Corporate Social Responsibility Committee is constituted pursuant to the provisions of

section 135 of the Companies Act, 2013.

Terms of Reference of the Committee, inter alia includes the following:

• To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be

undertaken by the Company in compliance with the provisions of the Companies Act, 2013 and rules made thereunder

• To recommend the amount of expenditure to be incurred on the CSR activities

• To monitor the implementation of the CSR Policy of the Company from time to time

• To advise the Board with respect to significant developments in the law and practice of Corporate Social Responsibility andto make recommendations to the Board for appropriate revisions to the Company Corporate Social Responsibility Policy

• To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification,amendment or modification, as may be applicable.



1 13.11.2014


1 Mr. Vijay Kumar Kakkar 01

2 Mr. Anil Monga 01

3 Mr. Rajesh Monga 0

4 Mr. Shivaz Monga 0

EMMSONS

44

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

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

MANAGEMENT DISCLOSURE

During the year under review, there were no transactions of material nature with the promoters, the directors or the managementor relatives, etc. that had potential conflict with the interest of the Company. All disclosures related to financial and commercial

transactions where directors may have a potential interest are provided to the board and the interested directors do not participate

in the discussion nor do they vote on such matters.

RELATED PARTY TRANSACTIONS

All Related Party Transaction that were entered during the financial year were on an Arm's Length basis and were in the ordinarycourse of business. The particulars of contract/arrangement entered into by the Company with Related Parties are attached

herewith marked as Annexure-2 of the Director's Report.

CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has established the Code of Business Conduct ethics for all directors, officers and employees of the Company ("theCode"). This Code is a comprehensive Code applicable to all Directors, Officers and employees working at various level of the

Company. The Code while laying down, in detail, the standard of business conduct, ethics and governance, centers around the

following theme-

All Directors, Officers and employees of the Company are committed to conducting its business in accordance with the applicablelaws, rules and regulations and with highest standards of business ethics. This code is intended to provide guidance and help in

recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster a culture of honesty

and accountability. Each Director, officer and employees are expected to comply with this code in letter and spirit.

Declaration required under Clause 49 of the Listing Agreement

All the members covered under the "Code of Business Conduct and Ethics for Board Members and Senior Management" have

affirmed compliance of the said code for the Financial year 2014-15.


Dated: 30.10.2015 Sd/-Place: New Delhi (ANIL MONGA)

Managing Director

(DIN : 00249410)

INFORMATION WITH RESPECT TO THE RE-APPOINTMENT OF DIRECTORS:

Mr. Rajesh Monga:

Mr. Rajesh Monga (54) holds a bachelor degree. He is associated with the company since its inception. He is being energeticallyinvolved and responsible for procurement of commodities in domestic market.

He does not hold Directorship in any company apart from your company

Mr. Rajesh Monga may be deemed to be concerned or interested, financially or otherwise, to the extent of the aforesaid shareholdingin respect of his re-appointment as a Director.

Mr. Anil Monga who is his relative and the Managing Director of the Company and their other relatives, to the extent of theirshareholding interest in the Company, may be deemed to be concerned or interested in the appointment of Mr. Rajesh Monga.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way,concerned or interested, financially or otherwise, in the resolution set out at Item No.2 of the Notice.

The Board of Directors recommends the ordinary resolution set out at Item No. 2 of the Notice for approval by the shareholders.

Mr. Anil Monga :

Mr. Anil Monga holds a bachelor degree. He is associated with the Company since its inception and has vast experience in the field

of procurement and International trading of Agri Commodities. The Company made good reputation in national and internationalmarket owing to the efforts of Mr. Anil Monga.

He holds Directorship in the following companies apart from your company

Sl. No. Name of the Company Year of Appointment

1. PHD CHAMBER OF COMMERCE AND INDUSTRY 17.12.2008

45


Mr. Anil Monga may be deemed to be concerned or interested, financially or otherwise, to the extent of the aforesaid shareholdingin respect of his re-appointment as a Managing Director.

Mr. Rajesh Monga who is his relative and the Whole Time Director of the Company and their other relatives, to the extent of theirshareholding interest in the Company, may be deemed to be concerned or interested in the appointment of Mr. Anil Monga.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way,

concerned or interested, financially or otherwise, in the resolution set out at Item No.5 of the Notice.

The Board of Directors recommends the Special resolution set out at Item No.5 of the Notice for approval by the shareholders.

Ms. Soni Benydin Jaiprakash:

Ms. Soni Benydin Jaiprakash has been appointed as Non Executive Independent Director by the Board of Directors in its

meeting held on 14th February, 2015.

Ms Soni Benydin Jaiprakash holds bachelor degree in sociology (B.A) from Mumbai University and Diploma in Inclusive way of

teaching (Rhoempton University U.K).

She has served as Special Need Teacher (S.E.N.S) in Mauritius from the year 2003 to 2010 and presently working as Special Educator

in Fazlani School.

She does not hold directorship in any Company apart from your Company.

Save and except Ms. Soni Benydin Jaiprakash and her relatives, to the extent of their shareholding interest, if any, in the Company,

none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested,

financially or otherwise, in the resolution set out at Item No. 6 of the Notice.

The Board of Directors recommends the ordinary resolution set out at Item No.6 of the Notice for approval by the shareholders.

GENERAL BODY MEETINGS:

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

Sl. No. Date and Year of AGM Time of AGM Venue of AGM

1. 29th October, 2014 11.00 A.M Niryat Bhawan, Rao Tula Ram Marg, Opp. Army Hospital

Research & Referral, New Delhi -110057

2. 30th September, 2013 11.00 A.M Niryat Bhawan, Rao Tula Ram Marg, Opp. Army Hospital


2. 25th September, 2012 11.00 A.M Niryat Bhawan, Rao Tula Ram Marg, Opp. Army Hospital


SPECIAL RESOLUTION PASSED IN LAST THREE ANNUAL GENERAL MEETINGS

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

Sl. No. Date and Year of AGM Special Resolution

1. 29th October, 2014 • Payment of minimum remuneration to Mr. Anil Monga for the financial year 2013-14

• Payment of minimum remuneration to Mr. Rajesh Monga for the financial year 2013-14

• Payment of minimum remuneration to Mr. Shivaz Monga for the financial year 2013-14

• Payment of remuneration to Mr. Anil Monga from 1st April, 2014.

• Payment of remuneration to Mr. Shivaz Monga from 1st April, 2014.

• Re-appointment of Mr. Rajesh Monga as Whole Time Director effective from 1st

January, 2014

• Authority to Borrow Money upto Rs. 300 Crores.

2. 30th September, 2013 • Re-appointment of Mr. Shivaz Monga as Executive Director of the Company

3. 25th September, 2012 No Special Resolution passed

POSTAL BALLOT

During the financial year, the Company has not passed any resolution by way of Postal Ballot.

EMMSONS

46

MEANS OF COMMUNICATIONS:

a) Communication to Shareholders

The Company is maintaining a functional websites i.e., www.emmsons.com, in compliance with the provisions of the Companies

Act, 2013 and Listing Agreement. The website contains the following information:-

• Basic information of the Company, e.g. details of its business, financial information etc.

• Shareholding pattern, compliance with Corporate Governance and contact information of designated official of the

Company who are responsible for assisting and handling investor grievances.

• Quarterly/Half yearly/Nine- monthly and Annual Results.

• Annual Report

• Various Corporate Policies

• All important information pertaining to the Company is also mentioned in the Annual Report of the Company which

is circulated to the members and others entitled thereto for each financial year.

Quarterly/Half yearly/Nine-monthly and Annual Financial Results of the Company are published in Leading English and Hindi

Dailies like 'The Business Standard'.

Your Company provides necessary information to the Stock Exchange in terms of the Listing Agreement and other

rules and regulations issued by Securities and Exchange Board of India.

b) Investor Grievance:

As mentioned herein before, the Company has constituted Shareholders/Investors Grievances Committee to redress

Shareholders' and Investors' Complaints.

c) Share transfer

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

d) Details of Non- Compliance

N.A.

GENERAL SHAREHOLDERS INFORMATION

Registered & Admin Office : 17, Community Centre, Zamrdupur, New Delhi-110048

Annual General Meetings:

No. of Meeting Year Location Date &Time

22nd 2014-15 Niryat Bhawan, Rao Tula Ram Marg, 30.11.2015

Opp. Army Hospital Research & Referral, 11:00 A.M.

New Delhi -110057

Financial Calendar:

1st April to 31st March

Results for the quarter ending June 30, 2015 In the mid of August 2015

Results for the quarter ending September 30, 2015 In the mid of November, 2015

Results for the quarter ending December 31, 2015 In the mid of February, 2016

Results for the quarter/year ending March 31, 2016 In the mid/end of May, 2016

Annual General Meeting for the year ending March 2016 Latest by September, 2016

Book Closure:

Tuesday the 24th Day of November, 2015 to Monday the 30th Day of November, 2015 (both days inclusive).

47


Dividend:The Board of Directors has not recommended any Dividend on Equity Shares of the Company for the financial year 2014-2015.

Registrar and Transfer Agent (R&TA):

M/s Link Intime India Pvt. Ltd. is Registrar and Share Transfer Agent of the Company. The shareholders are advised to approach M/

s Link Intime India Pvt. Ltd. at the following address for any share and demat related queries and/or problems:

M/s Link Intime India Pvt. Ltd.

44, Community Centre, 2nd Floor,

Naraina Industrial Area, Phase-I,

Near PVR Naraina, New Delhi- 110028

Tel: 011-41410592, 41410594

Contact Person: Mr. Bharat Bhushan

e-mail id: [email protected]

The RTA processes shares sent for transfer, transmission etc every 10-15 days from the data of receipt thereof. Transfer/transmissions

that are complete in all respects are processed and the certificates in respect thereof are returned to the lodger/shareholder within

15 days of lodgement.

Details of Company's Dematerialised shares:

As at the end of 31st March 2015, 11,649,210 Equity Shares (97.11 % of the equity capital of the company) were dematerialized.

NSDL, 1010166(84.21%)

CDSL, 1547544(12.90%)

PHYSICAL, 346830(2.89%)

Details of Share Capital of the company as on 31st March, 2015 is as under:

Particulars In Rs.

Authorised Capital : Rs. 15,00,00,000/-

Issued and Subscribed Capital : Rs. 11,99,60,400/-

Paid Up Capital : Rs. 11,99,60,400/-

EMMSONS

48

Stock Price Data:

The Monthly high and low prices of your Company's shares in comparison with high and low of the Sensex for the relevant monthfor the year ended 31st March, 2015 are given below:

Month Share price (in Rs.) SENSEX

Highest Lowest Highest Lowest

April-2014 43.80 33.00 22939.31 22197.51

May-2014 52.00 36.00 25375.63 22277.04

June-2014 44.30 33.05 25725.12 24270.20

July-2014 41.80 29.50 26300.17 24892.00

August-2014 42.00 29.00 26674.38 25232.82

September-2014 54.00 32.35 27354.99 26220.49

October-2014 42.85 28.85 27894.32 25910.77

November-2014 32.95 26.00 28822.37 27739.56

December-2014 29.75 25.05 28809.64 26469.42

January-2015 31.45 24.35 29844.16 26776.12

February-2015 30.00 14.55 29560.32 28044.49

March-2015 19.00 13.53 30024.74 27248.45

Stock Performance for the year 2014-15:

Stock Performance-EmmsonsF.Y-2014-15

Clo

sin

g S

tock P

rice in

Rs. (a

t B

SE

)

High Low

Apr

May

June

July

Aug

Sep Oct

Nov

Dec Ja

nFeb

Mar

ch

60

50

40

30

20

10

Sensex Movement for the year 2014-15:

SENSEXF.Y-2014-15

High Low

Sen

sex M

ovem

en

t

31,000

30,000

28,000

27,000

26,000

25,000

24,000

23,000

22,000

Apr

May

June

July

Aug

SepO

ctNov

Dec Ja

nFeb

Mar

ch

49


Distribution of Shareholding as on 31st March, 2015:

No. of Shares Number of % age Number % age

Shareholders of Shares

Up to 2500 1404 87.5312 579019 4.8268

2501 to 5000 65 4.0524 241767 2.0154

5001-10000 39 2.4314 309963 2.5839

10001-20000 30 1.870. 452254 3.7700

20001-30000 14 0.8728 362102 3.0185

30001-40000 5 0.3117 170033 1.4174

40001-50000 3 0.1870 131883 1.0994

50001-100000 16 0.9975 1253171 10.4465

100001 and Above 28 1.7456 8495848 70.8221

Total 1604 100 11996040 100

Distribution of Shareholding among Promoter and Public as on 31st March, 2015

As the end of Financial year, i.e. 31.03.2015, the Distribution of shareholdings between promoter and public group of the Company

are 6363944 equity shares (53.05%) and 5632096 equity shares (46.95%), respectively. The further bifurcation is herein below:

SHAREHOLDING POSITION-PROMOTER & PUBLIC

Public NRI, 330114

(2.75%)

Public Clearing

Members, 63930

(0.53%)

Promoter N

RI

Individual, 20460

(0.17%)

Promoter

Individual, 5736488

(47.82%)

Public

Individual, 4441006

(37.02%)

Promoter Bodies

Corporate, 606996

(5.06%)Public Bodies

Corporate 797046

(6.64%)

PLANT/FACTORY LOCATION

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

factory.

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

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

Whistle Blower Policy

The Company has a Vigil mechanism under which the employees are free to report violations of applicable laws and regulations and

the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the

supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under

review, no employee was denied access to the Audit Committee.

EMMSONS

50

CERTIFICATE ON


To the Members ofEmmsons International Limited

We have examined the compliance of conditions of Corporate Governance by Emmsons International Ltd., for the year ended on

31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limitedto a review of the procedures and implementation thereof adopted by the company for ensuring compliance with the conditions of

the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial

statement of the company.

In our opinion and to the best of our information and according to the explanations given to us, and based on the representationsmade by Directors and the Management, we certify that the company has complied with the conditions of Corporate Governance

as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the company nor of the efficiency or

effectiveness with which the management has conducted the affairs of the company.

Place : New Delhi Sd/-

Date : 30.10.2015 Saurabh Agrawal

(Saurabh Agrawal & Co.Company Secretaries)

FCS No.: 5430

C.P. No.: 4868

CEO/CFO CERTIFICATION

ToBoard of Directors

Emmsons International Limited

(a) We have reviewed financial statements and the cash flow statement for the year ended on 31.03.2015 and that to the best

of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material facts or contain statementsthat might be misleading;

(ii) These statements together present a true and fair view of the company's affairs and are in compliance with existing

accounting standards, applicable laws and regulations.

(b) There are, to the best of their knowledge and belief, no transactions entered into by the company during the year which arefraudulent, illegal or violative of the company's code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness ofthe internal control systems of the company and we have disclosed to the auditors and the Audit Committee, deficiencies in

the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

(d) We have indicated to the auditors and the Audit Committee:

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the

financial statements; and

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the managementor an employee having a significant role in the company's internal control system over financial reporting.

Sd/- Sd/-

Date : 28.05.2015 (ANIL MONGA) (SURINDER BHAYA)

Place : New Delhi Managing Director GM (Accounts) & CFO

51


INDEPENDENT AUDITOR’S REPORT

ToThe Members of

M/s EMMSONS INTERNATIONAL LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Emmsons International Limited (the company), which comprise

the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement and a summary of significant

accounting policies and other explanatory information for the year then ended.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013(the Act) with

respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financialperformance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the companies (Accounts) Rules, 2014. This

responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act forsafeguarding of the assets of the company and for preventing and detecting the frauds and other irregularities selection and

application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design

implementation and maintenance of internal financial control that were operating effectively for ensuring the accuracy and completenessof the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and

are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account

the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report

under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards

require that we comply with ethical requirement and plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.

An audit involves performing procedure to obtain audit evidence about the amounts and disclosures in the financial statements. The

procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financialcontrol relevant to the company's preparation of the financial statements that give true and fair view in order to design audit

procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies

used and the reasonableness of the accounting estimates made by company's Directors, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on thefinancial statements.

Opinion

In our opinion and to the best of our information and accounting to the explanations given to us, the aforesaid standalone financialstatements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and lossand its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (“the Order”) issued by the Central Government of India in

terms of sub-section(11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in theparagraph 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that"

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our

examination of those books:

c) The balance sheet, the statement of Profit and loss and cash flow statement dealt with by this report are in agreement

with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under

Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

EMMSONS

52

e) On the basis of written representation received from the directors as on 31 March, 2015 taken on record by the Board

of Directors, none of the directors is disqualified as on 31 March, 2015 from being appointed as a director in terms ofSection 164(2) of the Act: and

f) With respect to the other matters included in the Auditor's Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014 in our opinion and to the best of our information and according to the explanations

given to us:

1. The company has disclosed the impact of pending litigation on its financial position in its financial statements-Refer Note 34(e)(f) and 35 to the financial statements.

2. The company do not have any long term contract including derivative.

3. There has been no delay in transferring amounts, required to be transferred to the Investor Education and

Protection Fund by the Company.

For SURESH & ASSOCIATES

FRN: 003316NChartered Accountants

Sd/-(CA. SURESH K GUPTA)

Partner

M. No. 080050

Date : 28.05.2015

Place : New Delhi

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financialstatements for the year ended 31 March, 2015 we report that:

i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of

fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a

phased manner. In accordance with this program, certain fixed assets were verified during the year and no materialdiscrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable

having regard to the size of the company and the nature of its assets.

ii) (a) the management of the Company has conducted the physical verification of inventory at reasonable intervals duringthe year.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in

relation to the size o the company and nature of its business.

(c) The company has maintained the proper records of inventory and no material discrepancies were noticed on physical

verification.

iii) (a) The company has not granted any loans to companies, firms or other parties covered in the register maintainedunder section 189 of the Companies Act, 2013 (“the Act”).

(b) The Company has not granted any loans to companies firms or other parties covered in the register maintained

under section 189 of the Companies Act, 2013 (“the Act”) Accordingly, paragraph 3 (iii) (b) of the Order is notapplicable to the Company.

iv) in our opinion and according to the information and explanations given to us, there is an adequate internal control system

commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets and sale

of goods. We have not observed any major weakness in the internal control system during the course of the audit.

v) The Company has not accepted any deposits from the public.

vi) The central Government has not prescribed the maintenance of cost records under section 148(1) of the Act.

53


vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of thecompany, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including

provident fund, income tax sales tax, wealth tax, service tax, duty of customs, Value Added Tax, Cess and other

material statutory dues have been regularly deposited during the year by the company with the appropriate authorities.According to the information and explanations given to us, no undisputed amounts payable in respect of Provident

Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs , Value Added Tax, cess and other material

statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they becamepayable.

(b) According to the information and explanations given to us, below given dues of income tax, sales tax, wealth tax,

service tax, value added tax and cess have not been deposited with the appropriate authorities on account of dispute.

Name of the Nature of dues Amount Period to which Forum whereStatute (in Rs) the amount relates dispute is pending

Income Tax Act Income Tax 8.60 Lacs A.Y 2004-05 CIT(A)

Income Tax Act Order by CPC-TDS u/s 154 23.43 Lacs A.Y 2013-14 CIT(A)

Income Tax Act Order by CPC-TDS u/s 154 2.71 Lacs A.Y 2014-15 CIT(A)

(c) According to the information and explanations given to us the amounts which were required to be transferred to theinvestor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956

(1 of 1956) and rules there under has been transferred to such fund within time.

viii) The Company does not have any accumulated losses at the end of the financial year and has incurred cash losses in the

financial year and not in the immediately preceding financial year.

xi) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

x) In our opinion and according to the information and the explanations given to us, the company has given guarantee for loans

taken by others from banks or financial institutions.

xi) The Company has applied term loans for the purpose for which the loans were obtained.

xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or

reported during the course of our audit.

For SURESH & ASSOCIATES

FRN: 003316N

Chartered Accountants

Sd/-(CA SURESH K. GUPTA)

Partner

M. No. 080050

Date : 28.05.2015

Place : New Delhi

EMMSONS

54

BALANCE SHEET AS AT 31ST MARCH, 2015

P A R T I C U L A R S NOTES As At As At

31st March, 2015 31st March, 2014

` `

I. EQUITY AND LIABILITIES

Shareholders’ funds

(a) Share capital 3 119960400 119960400

(b) Reserves and surplus 4 147922274 944357051

Non-current liabilities

(a) Long-term borrowings 5 1167545864 120391689

(b) Other Long term liabilities 6 2566694000 8525000

(c) Long-term provisions 7 24860546 27515160

Current liabilities

(a) Short-term borrowings 8 3482460788 5638731152

(b) Trade payables 9 1554107076 1975102546

(c) Other current liabilities 10 1727733010 199834994

(d) Short-term provisions 11 6267885 16500944

TOTAL 10797551843 9050918936

II. ASSETS

Non-current assets

(a) Fixed assets 12

(i) Tangible assets 108855352 122382841

(ii) Intangible assets 141526 127245

(iii) Capital work-in-progress 2464035 2464035

(b) Investments 13 113218270 112902000

(c) Deferred tax assets (net) 14 5430231 3934862

(d) Long-term loans and advances 15 172457174 162999877

(e) Other non-current assets 16 318675069 382798751

Current assets

(a) Inventories 17 2152079227 2450654635

(b) Trade receivables 18 5285489835 3468930441

(c) Cash and cash equivalents 19 301437242 238789061

(d) Short-term loans and advances 20 2222259825 2001035824

(e) Other current assets 21 115044057 103899364

TOTAL 10797551843 9050918936

III NOTES FORMING PART OF

THE FINANCIAL STATEMENT

As per our report of even date attached

For Suresh & Associates For and on behalf of Board of Directors

FRN: 003316N


Sd/- Sd/- Sd/- Sd/- Sd/-

(CA Suresh K. Gupta) (Surinder Bhaya) (Vinay Gujral) (Rajesh Monga) (Anil Monga)

Partner G.M. (Accounts) & CFO Company Secretary Director Chairman &

M. No. 080050 DIN. 00249642 Managing Director

DIN. 00249410

Place : New Delhi

Date : 28th May, 2015

55


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015



` `

I. Revenue from operations 22 7462951230 15147163745

II. Other income 23 146400283 108242428

Total Revenue 7609351513 15255406174

III Expenses:

(a) Purchases of goods traded 24 6533620003 13911064942

(b) Changes in inventories of goods traded 25 298575408 (739705712)

(c) Employee benefit expenses 26 69129819 67074042

(d) Finance costs 27 875858239 749867303

(e) Depreciation and amortization expense 12 11362772 7995794

(f) Other expenses 28 614760992 1223813906

Total expenses 8403307233 15220110275

IV. Profit before exceptional items and tax (793955720) 35295898

V. Exceptional items 29 (3411360) (3046500)

VI. Profit before tax (790544360) 38342398

VII. Tax expense: (1495369) 14278174

(1) Current tax - 15500000

(2) Deferred tax (1495369) (1221826)

VIII.Profit (Loss) for the period (789048991) 24064224

IX. Earnings per equity share: Basic and diluted (65.78) 2.28

X. NOTES FORMING PART OF THE FINANCIAL STATEMENT



FRN: 003316N






DIN. 00249410

Place : New Delhi


EMMSONS

56

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

PARTICULARS Year ended Year ended31st March, 15 31st March, 14

` `

A. CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit/(Loss) before taxation and extraordinary items (790,544,360) 35,295,898

Adjustment for :

(Profit)/Loss on sale of fixed assets 305,233 4,065,240

Depreciation 11,362,772 7,995,794

Bad Debts Written off 4,437,274 5,510,739

Depreciation adjusted in other income (1,395,417) -

(Profit)/Loss on sale of Investment (749,427) 9,175,707

Dividend income (28,691) (2,625)

Interest income (143,341,622) -

Finance Cost Paid 875,858,239 749,867,303

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (44,095,999) 811,908,056

Adjustment for :

(Increase)/Decrease in Trade receivables & other receivablesand advances (2,002,110,336) (1,054,142,016)

(Increase)/Decrease in Inventories 298,575,408 (739,705,712)

Increase/(Decrease) in Trade Payables & other payables and liabilities 3,663,625,991 629,576,588

Cash generated from operations 1,915,995,064 (352,363,084)

Direct Tax Paid 10,943,583 (44,074,694)

Cash flow before extraordinary items 1,905,051,481 (396,437,778)

Extraordinary items - -

NET CASH FROM OPERATING ACTIVITIES 1,905,051,481 (396,437,778)

B. CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of fixed assets (3,143,143) (3,953,110)

Sale of fixed assets 135,000 2,368,000

Investment in Subsidiaries - (40,917,011)

Capital WIP - (1,485,828)

Interest income 143,341,622 -

Sale of investment 2208957.05 -

Dividend received 28,691 2,625

NET CASH USED IN INVESTING ACTIVITIES 142,571,127 (43,985,324)

C. CASH FLOW FROM FINANCING ACTIVITIES :

Net Proceeds/(Repayment) of long term borrowings 1,047,154,175 (56,924,319)

Net Proceeds/(Repayment) of short term borrowings (2,156,270,364) 1,305,159,110

Finance Cost Paid (875,858,239) (749,867,303)

Dividend paid - (13,942,098)

NET CASH USED IN FINANCING ACTIVITIES (1,984,974,428) 484,425,390

Net increase in cash and cash equivalents 62,648,180 44,002,288

Opening cash and cash equivalents balance (See Note) 238,789,061 200,729,716

Closing cash and cash equivalents balance (See Note) 301,437,241.5 244,732,005

For and on behalf of Board of Directors

Sd/- Sd/- Sd/- Sd/-(Surinder Bhaya) (Vinay Gujral) (Rajesh Monga) (Anil Monga)

G.M. (Accounts) & CFO Company Secretary Director Chairman & Managing DirectorDIN. 00249642 DIN. 00249410


FOR SURESH & ASSOCIATESFRN: 003316NCHARTERED ACCOUNTANTS

Sd/-(CA SURESH K. GUPTA)Partner Date : 28.05.2015M. No. 080050 Place : New Delhi

57


NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

1 Corporate Information:The Company is engaged in Trading of Agro/Energy Commodities having global presence. The commodities traded includeRice, Wheat, Sugar, Maize, Soya meal, Barley, Pulses,Coal ,Garment and Textile Products .The company has maintained longand sustained relationships with its clients across the globe due to its quality products and efficient services.

2 Significant accounting policies:(a) Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted AccountingPrinciples in India (Indian GAAP) to comply with the Accounting Standards referred to in Section 133 of the CompaniesAct 2013 read with rule 7 of the Companies (Accounts) Rules , 2014. The financial statements have been prepared onaccrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financialstatements are consistent with those followed in the previous year.

(b) Use of estimatesThe preparation of the financial statements in conformity with Indian GAAP requires the Management to makeestimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities)and the reported income and expenses during the year. The Management believes that the estimates used in preparationof the financial statements are prudent and reasonable. Future results could differ due to these estimates and thedifferences between the actual results and the estimates are recognized in the periods in which the results are known/ materialize.

(c) Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with anoriginal maturity of three months or less from the date of acquisition), highly liquid investments that are readilyconvertible into known amounts of cash and which are subject to insignificant risk of changes in value.

(d) Cash flow statementCash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax isadjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cashreceipts or payments. The cash flows from operating, investing and financing activities of the Company are segregatedbased on the available information.

(e) Tangible fixed assetsTangible Fixed assets are carried at cost less accumulated depreciation and impairment losses, if any. The company hascapitalized all costs relating to acquisition and installation of tangible fixed assets. Capital work in progress includesassets that are not ready for their intended use and are carried at cost and their related incidental expenses.

(f) Intangible fixed assets

Intangible assets are carried at cost less accumulated amortization and impairment losses, if any. The company hascapitalized all costs relating to acquisition and installation of intangible fixed assets.

(g) Depreciation and amortizationDepreciation on fixed assets is provided in accordance with the requirement of Schedule II of Companies Act 2013,except on intangible assets. Amortization on intangible assets has been provided in compliance of Accounting StandardAS-26.

(h) Revenue RecognitionThe accrual basis of accounting has been followed in respect of income and expenditure. Sales figures are net of salestax. The Export Sale is recognized at the time of issuance of Bill of Lading. Interest income is recognized on an accrualbasis on time proportionate basis, based on interest rates implicit in the transaction. Dividend income is recognizedon receipt basis.

(i) Taxes on income

The Deferred tax expense or benefit is recognized on timing differences being the difference between taxable incomesand accounting incomes that originate in one period and are capable of reversal in one or more subsequent periods.Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantivelyenacted by the balance sheet date.

(j) Foreign Currency Transactions(i) Foreign Currency transactions during the year are recorded at the rate of exchange prevailing on the date of

transaction. Foreign Currency monetary assets and liabilities are translated into Rupees at the rate of exchangeprevailing on the date of the Balance Sheet except investment in shares of subsidiary company which has beencarried at historic cost. All Exchange differences are dealt with in the Profit and Loss Account except forinvestment in overseas subsidiary. Foreign Currency monetary items are reported using the closing rate.

(ii) Where the company has entered into forward exchange contracts, the difference between the forward rateand spot rate at the date of the contract is recognized in the statement of the profit and loss over the life ofthe contract and difference between the spot rate at the date of contract and the exchange rate prevailing onthe balance Sheet date is recognized as per Accounting Standard (AS) -11 (Revised) issued by the Institute ofChartered Accountants of India. Any Profit or Loss arising on cancellation or renewal of forward exchangecontract is recognized as Income or as expenses for the year.

(k) InventoriesItems of Inventories are valued at cost or net realizable value, whichever is lower using FIFO method.

(l) InvestmentsLong term investments are stated at cost less provision for other than temporary diminution in value. Currentinvestments are stated at lower of cost and fair value.

EMMSONS

58

(m) Provisions and contingencies

A provision is recognized when the Company has a present obligation as a result of past events and it is probable thatan outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made.Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on thebest estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheetdate and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.

(n) Employee benefit

(i) Short–term employee benefits are recognized as an expense at the undiscounted amount in the profit andloss account of the year in which the related service is rendered.

(ii) Defined Benefit Plans:

• Leave Salary of employees on the basis of actuarial valuation as per AS 15.

• Gratuity Liability on the basis of actuarial valuation as per AS 15.

(iii) Defined Contribution Plans:

Provident fund & ESI on the basis of actual liability accrued and paid to authorities.

(o) Export benefit/ incentives

Export Entitlements in respect of the exports made under various scheme are recognized in the Profit and LossAccount when the right to receive credit as per the terms of the Schemes are established.

(p) Earning per share

Basic Earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholdersby the weighted average number of equity shares outstanding during the period. Diluted Earnings per share are notdifferent from basic earning per share.

3 Share Capital

(i) The authorized, issued, subscribed and fully paid-up share capital comprises of equity shares havinga par value of Rs. 10 /- each.

As At As At

31st March, 2015 31st March, 2014` `

Authorised

15000000 Equity Shares of Rs. 10/- each(March 31, 2014:15000000 Equity Shares of Rs. 10/- each) 150000000 150000000

Issued, subscribed and fully paid up shares11996040 Equity Shares of Rs. 10/- each 119960400 119960400(March 31, 2014:11996040 Equity Shares of Rs.10/- each)

119960400 119960400

(ii) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

a) Equity shares

As at 31st March, 2015 As at 31st March, 2014

Particulars No of Amounts No of AmountsShares in Rs. Shares in Rs.

At the beginning of the period 11996040 119960400 5998020 59980200

Issued during the period 5998020 59980200

Outstanding at the end of the period 11996040 119960400 11996040 119960400

b) Detail of shares holding more than 5% shares in the company


Particulars No of % holding in No of % holding inShares the class Shares the class

Equity shares of Rs. 10 each fully paid up

Anil Monga 2891716 24.11 2891716 24.11

Rajesh Monga 1023280 8.53 1023280 8.53

Emmpac Holdings Pvt. Ltd. 606996 5.06 606996 5.06

59


As At As At


` `

4 Reserves & Surplus

a) Capital Reserves

Opening balance 24951000 24951000

Closing Balance 24951000 24951000

b) Securities Premium Account


Less : Securities premium debited on allotment of bonus shares - 59980200


c) General Reserves



d) Surplus/ (Deficit) in the statement of profit and loss


Add/(Less) Net Profit/(Net Loss) For the current year (789048991) 24064224

Add/(Less) Short / Excess provision of Income Tax for earlier Years (1122023) (4270559)

Add/ (Less) : Adjustment for depreciation consequent to adoption

of Companies Act 2013 (6263763) -

Closing Balance (263405526) 533029251

Total Reserve & Surplus 147922274 944357051

5 Long-term borrowings

Term Loans

From Banks

Secured 1142726530 119105244

From Other Parties

Secured 24819334 1286445

1167545864 120391689

Note on repayment terms and security of borrowings:

(a) Indian Overseas Bank Corporate loan A/c No 011503271000002-Repayable in 22 Quarterly Installments and Interest Payable

Monthly-Secured against the personal guarantees of Directors

(b) Bank of Baroda , Working Capital Term Loan A/c No 21000600000628- Repayable in 16 Quarterly Installments and Interest

Payable Monthly-Secured against the personal guarantees of Directors

(c) Oriental Bank of Commerce Working Capital Term Loan A/c No 00077025004153-Repayable in 16 Quarterly Installments

and Interest Payable Monthly-Secured against the personal guarantees of Directors

(d) Allahabad Bank Working Capital Term Loan A/c No 50237046625 -Repayable in 16 Quarterly Installments and Interest Payable

Monthly-Secured against the personal guarantees of Directors

(e) Indian Overseas Bank Working Capital Term Loan A/c No 011503401400001 -Repayable in 16 Quarterly Installments and

Interest Payable Monthly-Secured against the personal guarantees of Directors

(f) ICICI Car Loan A/c No 00029421990-Repayable in 36 Monthly EMI-Secured against hypothecation of Car

(g) Kotak Mahindra Prime Ltd. Car Loan A/c No CF7056360-Repayable in 36 Monthly EMI-Secured against hypothecation of Car

(h) Kotak Mahindra Prime Ltd. Car Loan A/c No CF7106212-Repayable in 36 Monthly EMI-Secured against hypothecation of Car

(i) Kotak Mahindra Prime Ltd. Car Loan A/c No CF7569170-Repayable in 36 Monthly EMI-Secured against hypothecation of Car

(j) Volkswagen Finance Pvt Ltd. Car loan A/c No 20111000714-Repayable in 36 Monthly EMI-Secured against hypothecation of Car

(k) Kotak Mahindra Prime Ltd. Car Loan A/c No CF8466261-Repayable in 35 Monthly EMI-Secured against hypothecation of Car

(l) Kotak Mahindra Prime Ltd. Car Loan A/c No CF8466411-Repayable in 35 Monthly EMI-Secured against hypothecation of Car

(m) Kotak Mahindra Prime Ltd. Car Loan A/c No CF8382587-Repayable in 35 Monthly EMI-Secured against hypothecation of Car

(n) Kotak Mahindra Prime Ltd. Car Loan A/c No CF8689553-Repayable in 36 Monthly EMI-Secured against hypothecation of Car

(o) Kotak Mahindra Prime Ltd. Car Loan A/c No CF8277734-Repayable in 35 Monthly EMI-Secured against hypothecation of Car

(p) Life Insurance corporation of India Term Loan - Secured against Keyman Insurance Policy -Repayable on maturity of policy.

EMMSONS

60

As At As At

31 March, 2015 31 March, 2014

` `

6 Other Long term liabilities

Security deposit received 1425000 1425000

Advance from Customers 2380869000 -

Loan from Others

Unsecured 184400000 7100000

2566694000 8525000

7 Long Term Provisions

(a) Provision for employee benefits:

(i) Provision for gratuity 17603520 19469050

(ii) Provision for leave encashment 7257026 8046110

24860546 27515160

8 Short-term borrowings

(a) Loans repayable on demand

From banks

Secured 3482460788 5638731152

3482460788 5638731152

Note on repayment terms and security of short term borrowings:

(a) Packing Credit with Oriental Bank of Commerce-Repayable on demand-Secured against hypothecation of Stocksand advances, equitable mortgage of Properties and Personal guarantees of Directors

(b) Packing Credit with Indian Overseas Bank: Repayable on demand-Secured against hypothecation of Stocks andadvances, equitable mortgage of Properties and Personal guarantees of Directors

(c) Packing Credit with Bank of Baroda-Repayable on demand-Secured against hypothecation of Stocks, equitablemortgage of Properties and Personal guarantees of Directors

(d) Packing Credit with Allahabad Bank-Repayable on demand-Secured against hypothecation of current assets, equitablemortgage of Properties and Personal guarantees of Directors

(e) Buyer's Credit through Oriental Bank of Commerce-Repayable on demand-Secured against hypothecation charge overthe goods, equitable mortgage of Properties and Personal guarantees of Directors

9 Trade payables

Other than Acceptances 1554107076 1975102546

1554107076 1975102546

10 Other Current Liabilities

(a) Current maturities of long-term debt 343804324 56682166

(b) Interest accrued but not due on borrowings - 3838676

(c) Other payables

(i) Statutory Dues 4410738 7216456

(ii) Advances from customers 1339199399 76396911

(iii) Expenses Payable 40318549 55576838

(iv) Exchange difference on forward contracts - 123947

1727733010 199834994

11 Short Term Provisions

(a) Provision for employee benefits 6148742 7333428

(b) Others

(i) Provision for Income Tax (Net of Advance Tax) - 9024000

(ii) Provision for Wealth Tax 119143 143516

6267885 16500944

61


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EMMSONS

62

As At As At

31 March, 2015 31 March, 2014` `

13 Investments

Investments in Equity Instruments

Unquoted equity Instruments

a) Investments in Subsidiaries

(i) (a) 99999 (31 March 2014 : 99999) equity shares ofCHF 10/- each fully paid up in Emmsons SA 41070980 41070980

(b) Share application money pending allotment in Emmsons SA 42680670 40904870

(ii) 4 (31 March 2014 : 4) Equity shares of AED 50000/- eachfully paid up in Emmsons Gulf DMCC 2706064 2706064

(iii) 300000 (31 March 2014 :300000) Equity shares of USD 1/- eachfully paid up in Emmsons Grains Limited 15816600 15816600

102274314 100498514

b) Investments in other than subsidiaries

(i) 877300 (31 March 2014 : 877300) Equity shares ofRs.10/- each fully paid up in "Emmsons Infotech Limited" 8773000 8773000

8773000 8773000

Quoted equity Instruments

(i) 2123 (31 March 2014: 2123) Equity shares of Rs.2/-Each fully paid up in Ashapura Minechem Limited 121436 121436

(ii) 1500 (31 March 2014:1500)Equity shares of Rs.1/-Each fully paid up in Godrej Industries Limited 235129 235129

(iii) 50000 (31 March 2014: 50000) Equity shares of Rs.1/-Each fully paid up in Krishna Lifestyle Technologies Ltd. 10500 10500

(iv) 35000 (31 March 2014: 35000) Equity shares of Rs.1/-Each fully paid up in Marksans Pharma Limited 722453 722453

(v) 30000 (31 March 2014: 30000) Equity shares of Rs.10/-Each fully paid up in Nitin Spinner Ltd. 336697 336697

(vi) 1000 (31 March 2014: 1000) Equity shares of Rs.10/-Each fully paid up in Pyramid Saimira Theatre Ltd. - 5290

(vii) 53900 (31 March 2014:160500) Equity shares of Rs.1/-Each fully paid up in Sterling Bio Tech Ltd. 466235 1388325

(viii) 37438 (31 March 2014: 110838)-Equity shares of Rs.1/-Each fully paid up in Sterling International Enterprises Ltd. 271426 803576

(ix) 3000 (31 March 2014: 3000) Equity shares of Rs.10/-Each fully paid up in Zenith Computers Ltd. 7080 7080

2170956 3630486

113218270 112902000

14 Deferred tax assets (net)

Deferred tax liability

Fixed assets : Impact of tax on difference on value of fixed assetsbetween book balance and WDV as per Income Tax Act 4295429 6880294

Gross deferred tax liabilities 4295429 6880294

Deferred tax assets

Impact of Tax on expenditure charged to the statement ofprofit and loss in the current year but allowable in futurefor tax purpose on payment basis 9725660 10815156

Gross deferred tax assets 9725660 10815156

Net deferred tax assets/ (liability) 5430231 3934862

63


As At As At

31 March, 2015 31 March, 2014

` `

15 Long term Loan and Advances

(a) Capital Advances

Unsecured, considered good 4500000 4500000

4500000 4500000

(b) Security Deposits

Secured, considered good 18229902 16503492


20701401 19208895

(c) Loan and advances to related parties


143654308 137677332

(d) Loan and advances to employees


361462 1361500

(e) Advances recoverable in cash or in kind

Unsecured, considered good

(i) Income tax refund (A.Y. 2010-2011) 252150 252150

(ii) TDS/Advance Tax Paid (A.Y. 2015-2016) 2987853 -

3240003 252150

172457174 162999877

16 Other non current assets


(i) Realisable value of Keyman Insurance Policy 29520960 26109600

(ii) Licenses in hand 214673628 271793846

(iii) Advances to Suppliers 74480481 84895305

318675069 382798751

17 Inventories

(a) Stock in trade (Finished Goods) 2151493391 2450654635

(b) Goods in transit 585836 -

2152079227 2450654635

18 Trade Receivable

Trade receivables outstanding for a period less

than six months


Trade receivables outstanding for a period

exceeding six months


Unsecured, considered doubtful 14523208 16260025

5285489835 3468930441

EMMSONS

64

As At As At

31 March, 2015 31 March, 2014

` `

19 Cash and Cash Equivalents

(i) Cash and cash equivalents

(a) Balances with banks

In current accounts 26438100 21674444

In EEFC accounts 9306 8919

(b) Cash on hand 1640405 3193962

(c) Balance with bank to the extent held as margin money

as deposits with maturity of less than three months 36789014 94777778

(ii) Other bank balances

(a) Balance with bank to the extent held as margin money as

deposits with maturity of more than three months 236560416 119133958

301437242 238789061

20 Short term Loans and Advances

(a) Loan and advances to related parties


1199531250 1028121255

(b) Loan and advances to employees


10541716 3473165

(c) Advances recoverable in cash or in kind


(i) Service Tax Refund Receivable 36106297 55164870

(ii) Prepaid expenses 201798792 35859056

237905090 91023926

(d) Advances to Suppliers


708274448 849527436

(e) Advances to Creditors for expenses


66007321 28890043

2222259825 2001035824

21 Other Current Assets

(a) Accruals

(i) Interest accrued on deposits 9550489 5942943

(b) Others

(i) Export Incentive Receivable 105457624 43453953

(ii) Foreign Exchange Gain Receivable - 50433967

(iii) Insurance Claim Receivable 35944 4068501

115044057 103899364

65


As At As At31 March, 2015 31 March, 2014

` `

22 Revenue from Operations

a) Sale of goods traded (Refer Note no. 22(i) below)

(i) Domestic 2141439538 6096179707

(ii) Export 5243204223 8756590949

7384643761 14852770656

b) Other operating revenues

(i) Export Incentives received 64934248 76806963

(ii) Difference in exchange (1701852) 136570424

(iii) Discount Received 1041946 4627145

(iv) Commission Received - 194128926

(v) Contract Settlements (22008050) (18747835)

(vi) Forward Contract Forex Gain 35123416 (101790758)

(vii) Shortage Recovered 839789 2704342

(viii) Receipt from Hotel Booking 42038 82419

(ix) Receipt From Travel Related service 35935 11464

78307469 294393089

7462951230 15147163745

Note no. 22(i) : sale of goods traded includes -

Rice 860957110 4313129838

Maize 625763405 3640400785

Wheat 1726058995 2394573030

Pulses 571567187 1312304262

Sugar 761935050 987498115

Almonds 804640813 -

Garment and Textile Products 749261810 -

Other Items 1284459391 2204864626

7384643761 14852770656

Note: Sale of goods traded : other items include sale of coal, soyabean, soyabean oil, palm oil, barley, millet, rapeseed mill,sorghum, Pvc resin , millet and packing material.

23 Other Income

Interest Income 143341622 125057972

Dividend Received 28691 2625

Rent Received - 4500000

Insurance Claim Recd. 155062 8968300

Dispatch Earned 348284 5973942

MTM-Commodity (636983) (39428843)

Balance written off 1768189 3168432

Excess provision of depreciation written back 1395417 -

146400283 108242428

24 Purchases of goods traded includes:

Rice 946672486 4021060519

Maize 465330211 3125274638

Wheat 1292876027 2516702675

Pulses 490436062 1125161008

Sugar 645251340 803992500

Almonds 801167326 -

Garment and Textile Products 845206902 -

Other Items 1046679649 2318873602

6533620003 13911064942

Note: Purchase of other items include purchase of coal, soyabean, soyabean oil, palm oil, rapeseed, barley, millet ,sorghum PVC resinand packing material.

EMMSONS

66


` `

25 Changes in inventories of stock in trade

Inventories at the end of the year (refer note no. 25(i))

(a) Stock in trade 2151493391 2450654635


2152079227 2450654635

Inventories at the beginning of the year:

(a) Stock in trade 2450654635 1710948923

2450654635 1710948923

(Increase)/Decrease in inventories 298575408 (739705712)

Note no. 25 (i)

Rice 1417657514 1224393251

Maize 72110584 222878097

Wheat 197003707 548583771

Pulses 205954974 221242607

Sugar 2359582 21156005

Other Items 256992866 212400904

2152079227 2450654635

Note: Stock of other items include stock of barley, coal, rapeseed, garment and textile products packing material.

26 Employee benefit expenses

(a) Salaries and incentives 64968509 60658613

(b) Contributions to -

(i) Provident fund 3986540 3737680

(ii) Employee State Insurance 117650 150575

(c) Gratuity (856918) 1025231

(d) Staff welfare expenses 914038 1501943

69129819 67074042

27 Finance Cost

(a) Interest expense 692556550 463152604

(b) Other borrowing costs 183301690 286714699

875858239 749867303

67



` `

28 Other Expenses

Business Promotion 2144055 7581419

Discount Allowed 11056570 16412112

Documentation Charges 2099262 3060059

Festival Celebration 16200 3488782

Freight & Cartage 355996090 946422476

Fumigation & Phyto Expenses 6723984 12037485

Hotel Booking Charges 0 57593

Inspection Charges 9503879 19542120

Insurance 6172293 9466497

Legal and Professional Charges 22451803 13172642

License & Registration Fees 254208 1801529

Loss on Sale of Fixed Assets 305233 4065240

Port Charges 6181017 11153695

Postage and Telegram 537802 642392

Power & Fuel -Electricity & Water Expenses 2421487 1535102

Rent 22330775 31048987

Printing, Stationery, Periodicals & Books 714435 827404

Payments to Auditor's 842700 842700

Rates & Taxes 221150 257773

Repairs and maintenance - Buildings 1127561 105985

Repairs and maintenance - Machinery 137280 242715

Repairs and maintenance - Others 3847908 3891805

Retainer ship & Consultancy Charges 9436592 12044263

Security/Commodity Transaction Tax 2658 338387

Sitting Fee 660000 580000

Stamping & Filling Fees 790065 1482485

Survey Fees 74409 17303

Telephone Expenses 2009703 3034777

Travelling Expenses(including Foreign Travel) 22785897 24654972

Vehicle Repair & Maintenance Expenses 4220152 3962798

Advertisement and Publicity 1807869 2267992

Brokerage and Commission 9074446 23647866

Detention, Demurrage & Claim 5159365 40029187

Meeting & Seminar Expenses 558891 324543

Membership Fees and Subscriptions 1679215 2725719

Net Gain/Loss on sale of Investments (749427) 9175707

Packing Charges 949168 2415252

Processing/Sortex Charges - 2116020

Bad debts written off 4437274 5510739

Provision for doubtful Debts 95919468 -

Miscellaneous Expenses 859554 1829385

614760992 1223813906

29 Exceptional Items

Increase in Realisable Value of Keyman Ins. Policy (3411360) (3046500)

(3411360) (3046500)

EMMSONS

68

30 Employee benefit plans

As per the Accounting Standard 15 ‘Employee Benefits’ the disclosure of employee benefit as defined in the AccountingStandard are given below:

(i) Defined contribution plans

Contribution to Defined Contribution Plans, recognized as expenses for the year is as under:


` `

Particulars Employer’s Employer’s Employer’s Employer’scontribution contribution contribution contributionto provident to ESI to provident to ESI

fund fund

Contribution to definedcontribution plans 3986540 117650 3737680 150575


The Company offers the gratuity and leave encashment employee benefit schemes to its employees.

The following table sets out the amount recognized in the financial statements:

(ii-a) Expenses recognized during the year


` `

Particulars Gratuity Other defined Gratuity Other definedbenefit plans benefit plans

(Leave (LeaveEncashment) Encashment)

Components of employer expense

Current service cost 1801284 390072 1968662 460253

Past service cost - - - -

Interest cost 2036910 858587 1754726 784476

Expected return on plan assets - - - -

Curtailment cost / (credit) - - - -

Settlement cost / (credit) - - - -

Actuarial losses/(gains) (4695112) (691944) (2698157) (287782)

Total expense recognized in the

Statement of Profit and Loss (856918) 556715 1025231 956947

(ii-b) Table showing changes in present value of obligations during the period:


` `

Particulars Gratuity Other defined Gratuity Other definedbenefit plans benefit plans


Present value of obligation as at

beginning of the period 22383622 9435017 21663281 9684890

Acquisition adjustment - - - -

Interest cost 2036910 858587 1754726 784476





Benefit paid (1439192) (1465945) (304890) (1206820)

Actuarial gain/(loss) on obligations (4695112) (691944) (2698157) (287782)

Obligation as on closing of the year 20087512 8525787 22383622 9435017

69


(ii-c) Change in the plan assets: There is no change in the plan assets in the case of gratuity and leave

encashment because there is no funded scheme taken by the company.

(ii-d) Reconciliation of fair value of assets and obligations:

Particulars As at 31st March, 2015 As at 31st March, 2014

` `

Particulars Gratuity Other defined Gratuity Other defined

benefit plans benefit plans

(Leave (Leave

Encashment) Encashment)

Fair value of plan assets – – – –

Present value of obligations 20087512 8525787 22383622 9435017

Amounts recognized in balance sheet 20087512 8525787 22383622 9435017

(ii-e) Actuarial Assumptions:

Demographic Assumptions:

Mortality: Published rates under Indian assured lives mortality (2006-2008) ultimate table are used of calculations

as on 31.03.2015.

Withdrawal : Withdrawal rate are in accordance with the following table:



(Leave (Leave


For all ages 10% per annum 10% per annum

Financial Assumptions:



(Leave (Leave


Discount Rate 7.80% 7.80% 9.10% 9.10%

Rate of increase in compensation level 6.50% 6.50% 6.50% 6.50%

Rate of return on plan assets – – – –

EMMSONS

70

31 Segment reporting:

Segment reporting as per AS-17 is not applicable to the company as it does not have any reportable segment.

32 Related party disclosure

As required by Accounting Standard-18, “Related Party Disclosures” issued by the Institute of Chartered Accountants of

India, relevant information is provided here below:

(a) Related parties

Name Relationship

Mr. Anil Monga Key Managerial Personnel

Mr. Rajesh Monga Key Managerial Personnel

Mr. Shivaz Monga Key Managerial Personnel

Mr. Vijay Kumar Kakkar Key Managerial Personnel

Mr. Viresh Shankar Mathur Key Managerial Personnel

Mr. Satish Chandra Gupta Key Managerial Personnel

Ms. Soni Benydin Jaiprakash Key Managerial Personnel

M/s Emmsons SA Subsidiary (Control Exists)

M/s Emmsons Gulf DMCC Subsidiary (Control Exists)

M/s Emmsons Grains Limited Subsidiary (Control Exists)

M/s Emmsons Asia Pte. Ltd. Subsidiary of Emmsons Gulf DMCC (Control Exists)

M/s Pt Star Emmsons -Indonesia Subsidiary of Emmsons Gulf DMCC (Control Exists)

(b) Following are the details of the transactions with the related party:

Nature of transactions Related Parties `

Salaries, allowances & perquisite Key Managerial Personnel's 17849053

(15660000)

Sitting fee Key Managerial Personnel's 660000

(580000)

Rent Key Managerial Personnel's 300000

(300000)

Sales Subsidiary 2978635355

(3841413908)

Interest Income Subsidiary 121959466

(110026635)

Purchase Stepdown Subsidaries 148018237

-

Note: Figures in bracket relate to the previous year.

71


(c) Disclosure of material transactions:

Particulars Current year Previous year

` `

Salaries, allowances & perquisite

Mr. Anil Monga (Chairman & Managing Director) 5778393 5340000

Mr. Rajesh Monga (Whole time Director) 5560000 5160000

Mr. Shivaz Monga (Executive Director) 6510660 5160000

Sitting fee

Mr. Satish Chandra Gupta 240000 180000

Mr. Vijay Kumar Kakkar 240000 200000

Mr. Viresh Shankar Mathur 180000 200000

Rent

Mr. Anil Monga 300000 300000

Sales

Emmsons Gulf DMCC 1732128672 898517910

Emmsons Asia Pte Ltd. 1246506683 2942895998

Interest Income


Emmsons Grains Limited 37130187 35934000

Purchase

Emmsons Asia Pte Ltd. 148018237 -

33 Earning per share

Basic and diluted earnings per share are calculated by dividing the net Profit or loss for the year attributable to equity

shareholders by the weighted average number of equity shares outstanding during the year. The Company has not issued any

potential equity shares, accordingly, basic, and diluted earning per share are the same.


` `

(a) Profit after taxation and exceptional items (Rs.) (789048991) 24064224

(b) Weighted average number of shares outstanding during the year 11996040 11996040

(c) Nominal Value per share (Rs.) 10 10

(d) Basic and diluted earning per share (in Rs.) d=(a/b) (65.78) 2.28

EMMSONS

72

34 Contingent liabilities and commitments (to the extent not provided for)


` `

Contingent liabilities

(a) Guarantees to sale tax authorities 590000 590000

(b) Guarantees - Corporate Guarantee for credit facility to subsidiary 3123649796 2993685170

(c) Other guarantees 20000000 40000000

(d) Tax Demand totaling Rs. 8.60 Lacs for AY 2004-2005, Rs. 23.43 Lacs for AY 2013-2014 and Rs. 2.71 Lacs for AY 2014-15raised by the Income Tax Department is being contested by the Company in appeal. No provision has been made for theliability in the accounts under report. Other Tax demand of Rs. 10.11 Lacs For Assessment Year 2008-2009 raised byIncome Tax Department is under rectification for apparent error.

(e) The company has entered an arbitration suit against the Punjab State Warehousing Corporation. The arbitration tribunalhas issued its award against the company for Rs.890.25 lacs. However, both the parties have filed separate applications inthe court with requests for setting aside the award. The hon'ble court has now dismissed the application of PSWC in themonth of August 2014 . The petition of Company is still in progress and as such quantification of any liability or recovery,if any, is not possible, hence no provision for the same has been made. However, the company is fairly confident of itsposition and expects to get a favorable judgment in the case.

35 In a suit for recovery against Harshvardhan Chemicals & Minerals Ltd., Udaipur (HCML), the High Court of Delhi has passed

a decree of Rs. 55.68 lacs in favour of the company. However, HCML approached BIFR for revival and rehabilitation. The BIFR

has recently dismissed HCML's application and ordered for winding up.Now HCML has approached AIIFR. The decree is

alive and effective and the company hopes to execute it..

36 License in hand valued at Rs 21,46,73,628/- appearing in note-16 are due to expire in financial year 2015-16. If not sold/

utilized the entire amount shall be required to be written off in FY 2015-16.

37 Auditors remuneration


` `

As auditors - statutory audit 617980 617980

For taxation audit fees 168540 112360

For taxation matters - 56180

For Limited review 56180 56180

38 Value of imports calculated on CIF basis :


` `

Traded goods (Including Highseas purchase) 819986660 2461349635

39 Expenditure in foreign currency :


` `

Interest on foreign borrowings 24234501 18796065

Other matters 145281898 465668787

Dividend - -

40 Earnings in foreign exchange


` `

Export of goods calculated on FOB basis 4911610068 7854702632

Other Income-Commission - 194128926

Interest Income 121959466 110026635

73


41 Unhedged foreign currency exposure

The Company is in the business of export and import of commodities. The net unhedged foreign currency exposure as on

31.03.2015 is USD 26.19 Million and Euro 9.41 Million total equivalent INR 22690.70 lacs ( 31.03.2014 USD 3.72 million and

Euro 4.52 million, total equivalent INR 5950.33 lacs).

42 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges :

Loans and advances in the nature of loans given to subsidiaries:

Particulars Current year Previous year` `

(a) Emmsons Gulf DMCC

Due at the end of the year 593582308 568885332

Maximum outstanding during the year 593582308 568885332

(b) Emmsons Grains Ltd

Due at the end of the year 534520627 476347011

Maximum outstanding during the year 534520627 476347011

43 Micro and small enterprises

Disclosure of Sundry Creditors under current Liabilities is based on the information available with the Company regarding

the status of the suppliers as defined under the Micro, Small and Medium Enterprises Development Act, 2006”. Amounts due

as on 31st March, 2015 to Micro, Small and Medium Enterprises on account of principal amount together with Interest,

aggregate to Rs. Nil. (Previous Year: Rs. NIL).

44 Previous years figures has been regrouped / restated where ever found necessary.



FRN: 003316N






DIN. 00249410

Place : New Delhi


EMMSONS

74

BALANCE SHEET AS AT 31ST MARCH, 2015 (US$)

(fig. in Millions)

Particulars STANDALONE CONSOLIDATED



(a) Share capital 1.92 1.92

(b) Reserves and surplus 2.37 -5.58

Minority Interest - 1.48


(a) Long-term borrowings 18.68 69.82

(b) Other Long term liabilities 41.07 41.07

(c) Long-term provisions 0.40 0.63

Current liabilities

(a) Short-term borrowings 55.73 74.40

(b) Trade payables 24.87 52.81

(c) Other current liabilities 27.65 12.36

(d) Short-term provisions 0.10 0.14

TOTAL 172.79 249.05

II. ASSETS

Non-current assets

(a) Fixed assets

(i) Tangible assets 1.74 4.15

(ii) Intangible assets 0.00 75.75

(iii) Capital work-in-progress 0.04 0.04

(b) Investments 1.81 0.67

(c) Deferred tax assets (net) 0.09 0.60

(d) Long-term loans and advances 2.76 0.50

(e) Other non-current assets 5.10 5.10

Current assets

(a) Inventories 34.44 34.68

(b) Trade receivables 84.58 81.45

(c) Cash and cash equivalents 4.82 8.83

(d) Short-term loans and advances 35.56 35.44

(e) Other current assets 1.84 1.84

TOTAL 172.79 249.05

Conversion Rate: INR 62.49 per US$ (Closing Rate as on 31.03.2015)

75


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015 (US$)

(fig. in Millions)

Particulars STANDALONE CONSOLIDATED

I. Revenue from operations 119.43 247.32

II. Other income 2.34 0.68

Total Revenue 121.77 248.00

III Expenses:

(a) Purchases of goods traded 104.55 225.84

(b) Changes in inventories of goods traded 4.78 4.76

(c) Employee benefits expense 1.11 2.48

(d) Finance costs 14.02 21.14

(e) Depreciation and amortization expense 0.18 0.28

(f) Other expenses 9.84 18.34

Total expenses 134.47 272.84

IV. Profit before exceptional items and tax -12.71 (24.85)

V. Exceptional items (0.05) (0.05)

VI. Profit before tax -12.65 -24.79

VII.Tax expense: -0.02 -0.23

(1) Current tax 0.00 0.00

(2) Deferred tax (0.02) -0.23

VIII. Profit (Loss) for the period -12.63 (24.56)

IX. Earnings per equity share: Basic and diluted (In cents) -1.05 (0.03)

Conversion Rate: INR 62.49 per US$ (Closing Rate as on 31.03.2015)

EMMSONS

76

AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF EMMSONS INTERNATIONAL LIMITED ON THECONSOLIDATED FINANCIAL STATEMENTS OF EMMSONS INTERNATIONAL LIMITED

ToTHE MEMBERS OF THEEMMSONS INTERNATIONAL LIMITED

Report on the Consolidated Financial StatementsWe have audited the accompanying consolidated financial statements of EMMSONS INTERNATIONAL LIMITED (hereinafter referred toas "the Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"), comprising ofthe Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statementfor the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "theconsolidated financial statements").Management's Responsibility for the Consolidated Financial StatementsThe Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of therequirements of the Companies Act, 2013 (hereinafter referred to as "the Act") that give a true and fair view of the consolidated financialposition, consolidated financial performance and consolidated cash flows of the Group entities in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting fraudsand other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable andprudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation ofthe consolidated financial statements by the Directors of the Holding Company, as aforesaid.Auditor's ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we havetaken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the auditreport under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financialstatements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements.The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidatedfinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant tothe Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequateinternal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the HoldingCompany's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred toin Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified audit opinion on the consolidated financialstatements.Basis for Qualified OpinionThe financial statements of M/s. Emmsons Gulf DMCC - Dubai (a subsidiary) for the year ended 31st March 2015 were audited by otherauditors in accordance with International Financial Reporting Standards, who have expressed a qualified opinion on those statements in theirreport dated 21st October, 2015 which reads as under (figures in rupees provided):\

"The Group's trade receivables (Note 11) and advances to suppliers (Note 12) include balances amounting to AED 98,483,991 (Rs.1674631631) and AED 20,953,350 (Rs. 356292859) respectively, which are overdue for more than 12 months. For the aforesaid balances,we have neither received independent balance confirmations nor were we able to satisfy ourselves on the recoverability of theseamounts through alternative audit procedures. The management has not made any allowance for doubtful receivables against thesebalances in the books of account."Consolidation of financial accounts has been carried out on line by line methods, without giving effects of International FinancialReporting Standards which are not applicable to Company in India.

Qualified OpinionIn our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matterdescribed in the Basis for Qualified Opinion paragraph above, the aforesaid consolidated financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the consolidated state of affairs of the Group at 31st March, 2015, and their consolidated profit/loss and theirconsolidated cash flows for the year ended on that date.Other MattersWe did not audit the financial statement / financial information of the M/s Emmsons Gulf DMCC-Dubai, M/s Emmsons Grains Limited Cyprusand M/s Emmsons SA- Aigle subsidiary companies whose financial statements / financial information reflect total assets of AED 507010944 (Rs.8621264791), USD 9192136 (Rs 574416578), CHF 1428601 (Rs. 95489678) as at 31st March, 2015, total revenues of AED 610447311 (Rs.10380107121), USD NIL (Rs. Nil ), CHF NIL (Rs. NIL) , and net cash inflow amounting to AED 10012143 (Rs. 170247481), USD 2339 (Rs.146164), CHF 1460 (Rs. 97613) respectively for the year ended on that date, as considered in the consolidated financial statements. This financialstatement / financial information has been audited by other auditor whose reports have been furnished to us by the Management and ouropinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiary andour report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiary is based solely on thereports of the other auditor.a) The financial statements of M/s. Emmsons Gulf DMCC - Dubai (a subsidiary) for the year ended 31st March 2015 were audited by

other auditors in accordance with International Financial Reporting Standards, who have expressed following comments in theirreport dated 21st October, 2015 which reads as under (figures in rupees provided):"(i) We draw attention to Note 2 to these consolidated financial statements. The Group has an accumulated (loss) of Rs. AED

11,555,864 (Rs.196497070) and its current liabilities exceeded its current assets by AED 76,029,596 (Rs. 1292814853) as at

77


the reporting date. However, these consolidated financial statements have been prepared on a going concern basis as theparent entity has agreed to provide necessary financials support to enable the Group to continue its operation and settle itsobligation as and when they fall due.

(ii) We further draw attention to note 7 to these consolidated financial statements. Intangible assets of the Group are subject tothe annual impairment review in accordance with IAS 36 "Impairment of Assets". The annual impairment review is subject tocritical estimates and assumptions made by the management regarding future demand and price index of coal, legal &regularity environment and geopolitical scenario of Indonesia and Group's ability to fulfil funding requirements necessary forthe development of infrastructure and commencement of commercial operations. Any major change in these estimates andassumptions can fundamentally change the result and impact carrying value of these assets.Our opinion is not qualified in respect of above matters."

(b) The financial statements of M/s. Emmsons Grains Limited - Cyprus (a subsidiary) for the year ended 31st March 2015 were auditedby other auditors in accordance with International Financial Reporting Standards, as adopted by the European Union (EU) and therequirements of the Cyprus Companies Law, Cap.113, who have expressed following comments in their report dated 20th August2015 (Figures in rupee provided):

"We draw attention to Note 2 to the financial statements which indicate that the Company incurred a net loss amounting to US$706,418 (Rs.44144063) during the year ended 31 March 2015 and, as that date, its current liabilities exceeded its total assets byUS$ 4,751,340 (Rs. 296911237). Our opinion is not qualified in respect of this matter."

(c) The financial statements of M/s. Emmsons S.A - Aigle (a subsidiary) for the period ended 31st March 2015 were audited by otherauditors, who have expressed following comments in their report dated 20th August 2015 (Figures in rupee provided):

"We draw your attention on the fact that Emmsons SA is over-indebted. Since there is a postposition debt of Fr. 300'000.-(Rs.20052420) the board of directors has waived inform the judge, in accordance with Article 725 al 2 of the C.O."

(d) The holding company has dues from its subsidiaries amounting to Rs. 2933535372. Liquidity position of subsidiaries may havesignificant impact on recovery of these dues and it may impact on financial position of the holding company accordingly. Our opinionis not qualified in respect of this matter.Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is notmodified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors andthe financial statements / financial information certified by the Management.

Report on Other Legal and Regulatory Requirements1 As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of

sub-section (11) of Section 143 of the Act, the Order is not applicable to Subsidiaries of the Group as these are incorporated outsideIndia and is applicable only to the Holding company.

2 As required by Section143(3) of the Act, we report, to the extent applicable, that:(a) We have sought and, except for the possible effect of the matter described in the Basis for Qualified Opinion above, obtained

all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of ouraudit of the aforesaid consolidated financial statements.

(b) In our opinion, except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, properbooks of account as required by law relating to preparation of the aforesaid consolidated financial statements have been keptso far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statementdealt with by this Report are in agreement with the relevant books accounts maintained for the purpose of preparation of theconsolidated financial Statements.

(d) In our opinion, except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, theaforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act,read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on thefunctioning of the Group.\

(f) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 takenon record by the Board of Directors of the Holding Company and the reports of the other statutory auditors of its subsidiarycompanies, none of the other directors of the Group's companies, is disqualified as on 31st March,2015 from being appointed asa director in terms of Section 164 (2) of the Act.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Auditand Auditor's) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:(i) Except for the possible effect of the matter described in the Basis of Qualified Opinion above, the consolidated

financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, itsassociates and jointly controlled entities - Refer Note 36 and 37 to the consolidated financial statements.

(ii) Except for the possible effect of the matter described in the Basis of Qualified Opinion above, the Group did not haveany material foreseeable losses on long-term contracts including derivative contracts

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and ProtectionFund by the Holding Company.

For SURESH & ASSOCIATESFRN : 003316NChartered Accountants

Sd/-(CA SURESH K. GUPTA)PartnerM. NO. 080050

Date : 30th October, 2015Place : New Delhi

EMMSONS

78

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015


31 March, 2015 31 March, 2014

` `



(a) Share capital 3 119960400 119960400

(b) Reserves and surplus 4 (348907017) 1248073957

Minority Interest 5 92397642 91247467


(a) Long-term borrowings 6 4362781823 3701826340

(b) Other Long term liabilities 7 2566694000 8525000

(c) Long-term provisions 8 39514152 36117369

Current liabilities

(a) Short-term borrowings 9 4649297209 8478736502

(b) Trade payables 10 3300387614 2815667540

(c) Other current liabilities 11 772438454 325855065

(d) Short-term provisions 12 8707191 16500944

TOTAL 15563271468 16842510584

II. ASSETS

Non-current assets

(a) Fixed assets 13

(i) Tangible assets 259347366 349090092

(ii) Intangible assets 4733858491 4562018974

(iii) Capital work-in-progress 2464035 2464035

(b) Investments 14 42114218 42276858

(c) Deferred tax assets (net) 15 37665549 25495296

(d) Long-term loans and advances 16 31026322 27955049

(e) Other non-current assets 17 318675069 382798751

Current assets

(a) Inventories 18 2167084733 2469905206

(b) Trade receivables 19 5089607518 5856081434

(c) Cash and cash equivalents 20 551508912 800701140

(d) Short-term loans and advances 21 2214875198 2219824383

(e) Other current assets 22 115044057 103899364

TOTAL 15563271468 16842510584

III NOTES FORMING PART OF THE

FINANCIAL STATEMENT 1-39



FRN: 003316N






DIN. 00249410

Place : New Delhi

Date : 30th October, 2015

79


CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015


31 March, 2015 31 March, 2014

` `

I. Revenue from operations 23 15454918504 34586283163

II. Other income 24 42371181 24976195

Total Revenue 15497289685 34611259359

III. Expenses:

(a) Purchases of goods traded 25 14112446574 32380628697

(b) Changes in inventories of goods traded 26 297663665 (745152737)

(c) Employee benefits expense 27 155051706 131741526

(d) Finance costs 28 1321080377 1226283545

(e) Depreciation and amortization expense 13 17474249 14762941

(f) Other expenses 29 1146265858 1604766040

Total expenses 17049982429 34613030012

IV. Profit before exceptional items and tax (1552692744) (1770654)

V. Exceptional items 30 (3411360) (3046500)

VI. Profit before tax (1549281384) 1275846

VII. Tax expense: (14359838) 23942566

(1) Current tax 89033 15752128

(2) Deferred tax (14448871) 8190438

VIII.Profit (Loss) for the period (1534921546) (22666720)

IX. Minority interest (1256027) (596440)

X. Profit for the year (1533665519) (22070280)

XI. Earnings per equity share: Basic and diluted 35 (127.85) (1.84)

XII. NOTES FORMING PART OF

THE FINANCIAL STATEMENT 1-39



FRN: 003316N






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Place : New Delhi


EMMSONS

80

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

Year ended Year endedPARTICULARS 31st March, 15 31st March, 14

` `

A. CASH FLOW FROM OPERATING ACTIVITIES :

Net Profit/(Loss) before taxation and extraordinary items (1,552,692,744) (1,770,654)

Adjustment for :

(Profit)/Loss on sale of fixed assets 603,808 4,065,240

Depreciation 17,474,249 14,762,941

Bad debts written off 4,437,274 5,510,739

Adjustment of Foreign Currency Translation Reserve (56,015,951) (20,989,825)

(Profit)/Loss on sale of Investment (749,427) 9,175,707

Depreciation adjusted in other income (1,395,417) -

Allowances for slow moving inventories 1,014,652 -

Dividend income (28,691) (2,625)

Finance Cost 1,321,080,377 1,226,283,545

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (266,271,870) 1,237,035,068

Adjustment for :

(Increase)/Decrease in Trade Receivables 766,473,917 (1,037,188,307)

(Increase)/Decrease in Inventories 302,820,473 (750,766,622)

(Increase)/Decrease in Long/Short term Loans and advances 1,877,912 (352,380,622)

(Increase)/Decrease in Current/Non-current Assets 56,586,535 (132,792,433)

Increase/(Decrease) in Trade Payables & other liabilities 3,489,472,463 657,614,054

Increase/(Decrease) in Provisions 2,212,097 5,078,679

Cash generated from operations 4,353,171,528 (373,400,183)

Income Tax Paid (5,517,132) (43,265,411)

Wealth Tax Paid (24,373) (36,387)

Cash flow before extraordinary items 4,347,630,023 (416,701,981)

Extraordinary items

NET CASH FROM OPERATING ACTIVITIES 4,347,630,023 (416,701,981)

B. CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of fixed assets (185,617,499) (430,544,369)

Capital WIP - (1,485,828)

Sale of fixed assets 80,574,305 2,368,000

Purchase/(Sale) of Current and Non Current Investments 162,640 21,003,780

Dividend received 28,691 2,625

NET CASH USED IN INVESTING ACTIVITIES (104,851,863) (408,655,792)

C. CASH FLOW FROM FINANCING ACTIVITIES :

Payment to Minority Interest (2,406,202) (7,455,518)

Proceeds from Issue of Equity Share - 59,980,200

Increase/(Decrease) in Securities premium A/c - (59,980,200)

Net Proceeds/(Repayment) of long term borrowings 660,955,483 (211,468,638)

Net Proceeds/(Repayment) of short term borrowings (3,829,439,293) 2,205,343,203

Finance Cost Paid (1,321,080,377) (1,226,283,545)

Dividend paid including DDT - (13,942,098)

NET CASH USED IN FINANCING ACTIVITIES (4,491,970,389) 746,193,404

Net increase in cash and cash equivalents (249,192,229) (79,164,369)

Opening cash and cash equivalents balance (See Note) 800,701,140 885,808,453

Closing cash and cash equivalents balance (See Note) 551,508,911 806,644,084

Note to the cash flow statement

Cash and Cash Equivalents

Cash and cash equivalents included in the cash flow statement

comprise the following balance sheet amounts.

- Cash in hand and balances with banks 198,579,070 800,701,140.4

- Margin with Bank and Accrued Interest 352,929,842 5,942,943.0

- Cash and cash equivalents as restated 551,508,912 806,644,083.4

For and on behalf of Board of Directors

Sd/- Sd/- Sd/- Sd/-(Surinder Bhaya) (Vinay Gujral) (Rajesh Monga) (Anil Monga)

G.M. (Accounts) & CFO Company Secretary Director Chairman & Managing DirectorDIN. 00249642 DIN. 00249410


FOR SURESH & ASSOCIATESFRN: 003316NChartered Accountants

Sd/-(CA SURESH K. GUPTA)Partner Date : 30.10.2015M. No. 080050 Place : New Delhi

81


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2015

1 Corporate Information:

Emmsons International Limited (The Company) and its subsidiaries (Collectively referred to as the "Group") are engaged inTrading of Agro/Energy Commodities having global presence. The commodities traded include Rice, Wheat, Sugar, Maize,Soya meal, Barley, Almonds, Garments & Textile Products and Pulses in addition to Coal and Sulphur among other things. Thetrade network of the company has expanded to all corners of the world. The company has maintained long and sustainedrelationships with its clients across the globe due to its quality products and efficient services.

2 Significant accounting policies:

(a) Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted AccountingPrinciples in India (Indian GAAP) to comply with the Accounting Standards referred to in Section 133 of the CompaniesAct 2013 read with rule 7 of the Companies (Accounts) Rules , 2014. The financial statements have been prepared onaccrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financialstatements are consistent with those followed in the previous year.

(b) Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to makeestimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities)and the reported income and expenses during the year. The Management believes that the estimates used in preparationof the financial statements are prudent and reasonable. Future results could differ due to these estimates and thedifferences between the actual results and the estimates are recognized in the periods in which the results are known/ materialize.

(c) Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with anoriginal maturity of three months or less from the date of acquisition), highly liquid investments that are readilyconvertible into known amounts of cash and which are subject to insignificant risk of changes in value. \

(d) Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax isadjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cashreceipts or payments. The cash flows from operating, investing and financing activities of the Company are segregatedbased on the available information.

(e) Tangible fixed assets

Tangible Fixed assets are carried at cost less accumulated depreciation and impairment losses, if any. The company hascapitalized all costs relating to acquisition and installation of tangible fixed assets. Capital work in progress includesassets that are not ready for their intended use and are carried at cost and their related incidental expenses.

(f) Intangible fixed assets

Intangible assets are carried at cost less accumulated amortization and impairment losses, if any. The company hascapitalized all costs relating to acquisition and installation of intangible fixed assets.

(g) Depreciation and amortization

Depreciation on fixed assets is provided in accordance with the requirement of Schedule II of Companies Act 2013,except on intangible assets. Amortization on intangible assets has been provided in compliance of Accounting StandardAS-26.

(h) Revenue Recognition

The accrual basis of accounting has been followed in respect of income and expenditure. Sales figures are net of salestax. The Export Sale is recognized at the time of issuance of Bill of Lading. Interest income is recognized on an accrualbasis on time proportionate basis, based on interest rates implicit in the transaction. Dividend income is recognizedon receipt basis.

(i) Taxes on income

The Deferred tax expense or benefit is recognized on timing differences being the difference between taxable incomesand accounting incomes that originate in one period and are capable of reversal in one or more subsequent periods.Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantivelyenacted by the balance sheet date.

(j) Foreign Currency Transactions

(i) Foreign Currency transactions during the year are recorded at the rate of exchange prevailing on the date oftransaction. Foreign Currency monetary assets and liabilities are translated into Rupees at the rate of exchangeprevailing on the date of the Balance Sheet except investment in shares of subsidiary company which has beencarried at historic cost.. All Exchange differences are dealt with in the Profit and Loss Account except for investmentin overseas subsidiary. Foreign Currency monetary items are reported using the closing rate.

(ii) Where the company has entered into forward exchange contracts, the difference between the forward rate andspot rate at the date of the contract is recognized in the statement of the profit and loss over the life of thecontract and difference between the spot rate at the date of contract and the exchange rate prevailing on thebalance Sheet date is recognized as per Accounting Standard (AS) -11 (Revised) issued by the Institute of CharteredAccountants of India. Any Profit or Loss arising on cancellation or renewal of forward exchange contract isrecognized as Income or as expenses for the year.

(k) Inventories

Items of Inventories are valued at cost or net realizable value, whichever is lower.

EMMSONS

82

(l) Investments

Long term investments are stated at cost less provision for other than temporary diminution in value. Currentinvestments are stated at lower of cost and fair value.

(m) Provisions and contingencies

A provision is recognized when the Company has a present obligation as a result of past events and it is probable thatan outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made.Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on thebest estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheetdate and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.

(n) Employee benefit

(i) Short–term employee benefits are recognized as an expense at the undiscounted amount in the profit and lossaccount of the year in which the related service is rendered.


• Leave Salary of employees on the basis of actuarial valuation as per AS 15.

• Gratuity Liability on the basis of actuarial valuation as per AS 15.

(iii) Defined Contribution Plans:

Provident fund & ESI on the basis of actual liability accrued and paid to authorities.

(o) Export benefit/ incentives

Export Entitlements in respect of the exports made under various scheme are recognized in the Profit and LossAccount when the right to receive credit as per the terms of the Schemes are established.

(p) Earning per share

Basic Earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholdersby the weighted average number of equity shares outstanding during the period. Diluted Earnings per share are notdifferent from basic earning per share.

3 Share Capital

(i) The authorized, issued subscribed and fully paid-up share capital comprises of equity shares having a par value ofRs. 10 /- each.

As At As At31st March, 2015 31st March, 2014

` `

Authorised

15000000 Equity Shares of Rs. 10/- each(March 31, 2014:15000000 Equity Shares of Rs. 10/- each) 150000000 150000000

Issued, subscribed and fully paid up shares11996040 Equity Shares of Rs. 10/- each(March 31, 2014: 11996040 Equity Shares of Rs.10/- each) 119960400 119960400

119960400 119960400

(ii) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

a) Equity shares


Particulars No of Amount No of AmountShares in Rs. Shares in Rs.

At the beginning of the period 11996040 119960400 5998020 59980200

Issued during the period - - 5998020 59980200

Outstanding at the end of the period 11996040 119960400 11996040 119960400

b) Detail of shares holding more than 5% shares in the company


Particulars No of % holding in No of % holding inShares the class Shares the class

Equity shares of Rs. 10 each fully paid up

Anil Monga 2891716 24.11 2891716 24.11

Rajesh Monga 1023280 8.53 1023280 8.53

Emmpac Holdings Private Limited 606996 5.06 606996 5.06

83


As At As At

31 March, 2015 31 March, 2014

` `

4 Reserves & Surplus

a) Capital Reserves


Add: Current Year Transfer - -


b) Capital Reserves on Consolidation

Opening balance (481) (481)

Add: Current Year Transfer - -

Closing Balance (481) (481)

c) Securities Premium Account


Less : Securities premium debited on allotment of bonus shares - 59980200


d) General Reserves



e) Surplus/ (Deficit) in the statement of profit and loss


Add/(Less) Net Profit/(Net Loss) For the current year (1533665519) (22070280)

(Less)/Add Short / Excess provision of Income Tax for earlier Years (1122023) (4270559)

Add/ (Less) : Adjustment for depreciation consequent to

adoption of Companies Act 2013 (6263763) -

Closing Balance (698669667) 842381639

f) Foreign Currency Translation Reserve

Opening balance (5635000) 15579416

Add: Current Year Transfer (55929669) (21214416)

Closing Balance (61564669) (5635000)

Total Reserve & Surplus (348907017) 1248073957

5 Minority Interest

Opening Balance 91247467 84388389

Addition during the year (1256027) (596440)

Foreign Currency Translation 2406202 7455518

92397642 91247467

6 Long-term borrowings

Term Loans

From Banks

Secured 3963022084 3341199865

From Other Parties

Secured 24819334 1286445

Unsecured 374940405 359340030

4362781823 3701826340

EMMSONS

84

Note on repayment terms and security of long term borrowings:(a) Indian Overseas Bank Corporate loan A/c No 011503271000002-Repayable in 22 Quarterly Installments and

Interest Payable Monthly-Secured against the personal guarantees of Directors(b) Bank of Baroda , Working Capital Term Loan A/c No 21000600000628 Repayable in 16 Quarterly Installments

and Interest Payable Monthly-Secured against the personal guarantees of Directors(c) Oriental Bank of Commerce Working Capital Term Loan A/c No 00077025004153-Repayable in 16 Quarterly

Installments and Interest Payable Monthly-Secured against the personal guarantees of Directors(d) Allahabad Bank Working Capital Term Loan A/c No 50237046625 -Repayable in 16 Quarterly Installments

and Interest Payable Monthly-Secured against the personal guarantees of Directors(e) Indian Overseas Bank Working Capital Term Loan A/c No 011503401400001 -Repayable in 16 Quarterly

Installments and Interest Payable Monthly-Secured against the personal guarantees of Directors(f) ICICI Car Loan A/c No 00029421990-Repayable in 36 Monthly EMI-Secured against hypothecation of Car(g) Kotak Mahindra Prime Ltd. Car Loan A/c No CF7056360-Repayable in 36 Monthly EMI-Secured against

hypothecation of Car(h) Kotak Mahindra Prime Ltd. Car Loan A/c No CF7106212-Repayable in 36 Monthly EMI-Secured against

hypothecation of Car(i) Kotak Mahindra Prime Ltd. Car Loan A/c No CF7569170-Repayable in 36 Monthly EMI-Secured against

hypothecation of Car(j) Volkswagen Finance Pvt Ltd. Car loan A/c No 20111000714-Repayable in 36 Monthly EMI-Secured against

hypothecation of Car(k) Kotak Mahindra Prime Ltd. Car Loan A/c No CF8466261-Repayable in 35 Monthly EMI-Secured against

hypothecation of Car(l) Kotak Mahindra Prime Ltd. Car Loan A/c No CF8466411-Repayable in 35 Monthly EMI-Secured against

hypothecation of Car(m) Kotak Mahindra Prime Ltd. Car Loan A/c No CF8382587-Repayable in 35 Monthly EMI-Secured against

hypothecation of Car(n) Kotak Mahindra Prime Ltd. Car Loan A/c No CF8689553-Repayable in 36 Monthly EMI-Secured against

hypothecation of Car(o) Kotak Mahindra Prime Ltd. Car Loan A/c No CF8277734-Repayable in 35 Monthly EMI-Secured against

hypothecation of Car(p) Life Insurance corporation of India Term Loan - Secured against Keyman Insurance Policy -Repayable on maturity

of policy.(q) Term Loan-Syndicated from consortium of four banks, repayable within 22 equal quarterly installments commencing

from quarter ending 18 months after the date of 1st drawdown (November, 2011) Maturing in September, 2018.During the year part of the loan was rescheduled to 15 equal quarterly installments commencing from September,2016 and maturing in March, 2020.Above mentioned term loan are secured by :(i) Corporate guarantee of Emmsons International Limited.(ii) Charge over certain items of property, plant and equipment.(iii) Floating charge over the entity's current assets.(iv) Pledge of 100% share of M/s PT Star Emmsons Indonesia.(v) Pledge of 100% share of a related party (M/s Bara Energi Makmur Indonesia.)(vi) Personal guarantees of all the Directors.(vii) Assignment of rights under IUP license for coal mine issued to M/s Bara Energi Makmur, Indonesia.(viii) Escrow over the dividends and income/receipts from M/s PT Star Emmsons, Indonesia and M/s Bara Energi

Makmur, Indonesia(r) Property loan financed by Tamweel PJSC, Dubai repayable in 120 monthly installments - secured by mortgage of

property(s) Vehicle loan installments are secured by charge over specific assets.

Particulars As At As At31st March, 2015 31st March, 2014

` `

7 Other Long term liabilities

Security deposit received 1425000 1425000

Advance from Customers 2380869000 -

Loan from Others

Unsecured 184400000 7100000

2566694000 8525000

8 Long Term Provisions

(a) Provision for employee benefits:

(i) Provision for gratuity 17603520 19469050

(ii) Provision for leave encashment 7257026 8046110

(iii) Employees' end of service benefits 14653606 8602209

39514152 36117369

85


9 Short-term borrowings

(a) Loans repayable on demand

From banks

Secured 4397653728 8166256249

From others

Unsecured

From Related Parties - 71306816

From Others 251643481 241173437

4649297209 8478736502

Note on repayment terms and security of short term borrowings:

(a) Packing Credit with Oriental Bank of Commerce-Repayable on demand-Secured against hypothecation of Stocksand advances, equitable mortgage of Properties and Personal guarantees of Directors

(b) Packing Credit with Indian Overseas Bank: Repayable on demand-Secured against hypothecation of Stocks and

advances, equitable mortgage of Properties and Personal guarantees of Directors

(c) Packing Credit with Bank of Baroda-Repayable on demand-Secured against hypothecation of Stocks, equitable

mortgage of Properties and Personal guarantees of Directors

(d) Packing Credit with Allahabad Bank-Repayable on demand-Secured against hypothecation of current assets, equitablemortgage of Properties and Personal guarantees of Directors

(e) Buyer's Credit through Oriental Bank of Commerce-Repayable on demand-Secured against hypothecation

charge over the goods, equitable mortgage of Properties and Personal guarantees of Directors

(f) Due to banks is secured by:

(i) Assignment of leasehold rights and mortgage of office building unit No. 3406, 1 Lake Plaza, located on Plot No. JLT-

PH2-T2, Jumeirah Lake Towers, U.A.E.

(ii) Assignment of leasehold rights and mortgage of residential building Flat No. 1106, Emirates Crown Tower, Dubai,registered in the name of Mr. Kanishk Monga.

(iii) Corporate guarantee of M/s Emmsons International Limited, India

(iv) Personal guarantee of promoters of the parent Entity: Mr. Anil Monga and Mr. Shivaz Monga

(v) Fixed deposit under lien in favour of the bank

(vi) Subordination of shareholder's loan account.

Particulars As At As At


` `

10 Trade payables

Other than Acceptances 3300387614 2815667540

3300387614 2815667540

11 Other Current Liabilities

(a) Current maturities of long-term debt 343804324 56682166

(b) Interest accrued but not due on borrowings - 3838676

(c) Other payables

(i) Statutory Dues (as and when Due) 4410738 8239100

(ii) Advances from customers 347685027 187294030

(iii) Expenses Payable 76070440 68116675

(iv) Exchange difference on forward contracts - 123947

(v) Due to related parties 467925 1560471

772438454 325855065

12 Short Term Provisions

(a) Provision for employee benefits 6148742 7333428

(b) Others

(i) Provision for Income Tax (Net of Advance Tax) 2439306 9024000

(ii) Provision for Wealth Tax 119143 143516

8707191 16500944

EMMSONS

86

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87


As At As At

31 March, 2015 31 March, 2014

` `

14 Investments

Investments in Equity Instruments

(a) Investment in Step-down Subsidaries 31170262 29873372

31170262 29873372

(b) Investments in other than subsidaries/ Step-down Subsidaries

(i) 877300 ( 31 March 2014 : 877300) Equity shares of Rs.10/-

each fully paid up in "Emmsons Infotech Limited" 8773000 8773000

8773000 8773000

Quoted equity Instruments

(i) 2123 (31 March 2014: 2123) Equity shares of Rs.2/-

Each fully paid up in Ashapura Minechem Limited 121436 121436

(ii) 1500 (31 March 2014:1500)Equity shares of Rs.1/-

Each fully paid up in Godrej Industries Limited 235129 235129

(iii) 50000 (31 March 2014: 50000) Equity shares of Rs.1/-

Each fully paid up in Krishna Lifestyle Technologies Ltd. 10500 10500

(iv) 35000 (31 March 2014: 35000) Equity shares of Rs.1/-

Each fully paid up in Marksans Pharma Limited 722453 722453

(v) 30000 (31 March 2014: 30000) Equity shares of Rs.10/-

Each fully paid up in Nitin Spinner Ltd. 336697 336697

(vi) 1000 (31 March 2014: 1000 )Equity shares of Rs.10/-

Each fully paid up in Pyramid Saimira Theatre Ltd. - 5290

(vii) 53900 (31 March 2014:160500) Equity shares of Rs.1/-

Each fully paid up in Sterling Bio Tech Ltd. 466235 1388325

(viii) 37438 (31 March 2014: 110838)-Equity shares of Rs.1/-

Each fully paid up in Sterling International Enterprises Ltd. 271426 803576

(ix) 3000 (31 March 2014: 3000) Equity shares of Rs.10/-

Each fully paid up in Zenith Computers Ltd. 7080 7080

2170956 3630486

42114218 42276858

15 Deferred tax assets (net)

Deferred tax assets/ (Liabilities) of Emmsons International Limited 5430231 3934862

Deferred tax assets as per financials of subsidiaries 32235318 21560434

Net deferred tax assets/(-liability) 37665549 25495296

EMMSONS

88


` `

16 Long term Loan and Advances

(a) Capital Advances


4500000 4500000

(b) Security Deposits



22924857 21841399

(c) Loan and advances to employees


361462 1361500

(d) Advances recoverable in cash or in kind


(i) Income tax refund (A.Y. 2010-2011) 252150 252150

(ii) TDS/Advance Tax Paid (A.Y. 2015-2016) 2987853 -

3240003 252150

31026322 27955049

17 Other non current assets


(i) Realisable value of Keyman Insurance Policy 29520960 26109600

(ii) Licenses in hand 214673628 271793846

(iii) Advances to Suppliers 74480481 84895305

318675069 382798751

18 Inventories

Inventories consist of the following:

(a) Stock in trade 2166498897 2465134425

(b) Goods in transit 585836 4770781

2167084733 2469905206

19 Trade Receivable

Trade receivables outstanding for a

period less than six months

Secured, considered good - -


Trade receivables outstanding for a period

exceeding six months

Secured, considered good - -


Unsecured, considered doubtful 14523208 16260025

5089607518 5856081434

89


As At As At

31 March, 2015 31 March, 2014

` `

20 Cash and cash equivalents

(i) Cash and cash equivalents

(a) Balances with banks

In current accounts 196786585 144028276

In EEFC accounts 9306 8919

(b) Cash on hand 1783178 3510520

(c) Balance with bank to the extent held as margin money

as deposits with maturity of less than three months 36789014 94777778

(ii) Other bank balances

(a) Balance with bank to the extent held as margin money as

deposits with maturity of more than three months 316140828 558375647

551508912 800701140

21 Short term Loan and Advances

(a) Loan and advances to related parties


560487724 504047476

(b) Loan and advances to employees


15915199 6722120

(c) Advances recoverable in cash or in kind


(i) CENVAT/ VAT credit receivable 13181 14223

(ii) Service Tax Refund Receivable 36106297 55164870

(iii) Prepaid expenses 205625582 39635386

(iv) Other Receivable 212481791 193886174

454226852 288700653

(d) Advances to Suppliers


1118238102 1391464092

(e) Advances to Creditors for expenses


66007321 28890043

2214875198 2219824383

22 Other Current Assets

(a) Accruals

(i) Interest accrued on deposits 9550489 5942943

(b) Others

(i) Export Incentive Receivable 105457624 43453953

(ii) Foreign Exchange Gain Receivable - 50433967

(iii) Insurance Claim Receivable 35944 4068501

115044057 103899364

EMMSONS

90


` `

23 Revenue from Operationsa) Sale of goods traded (Refer Note no. 23(i) below)

(i) Domestic 3147440082 12824739478

(ii) Export 12099065773 21356998139

15246505855 34181737617

b) Other operating revenues(i) Export Incentives received 64934248 76806963(ii) Difference in exchange 81809918 113053165(iii) Discount Received 1041946 4627145(iv) Commission Received 42779952 230778610(v) Contract Settlements (18194592) 78272197(vi) Forward Contract Forex Gain 35123416 (101790758)(vii) Shortage Recovered - 2704342(viii) Receipt from Hotel Booking 42038 82419(ix) Receipt From Travel Related service 35935 11464

208412649 404545546

15454918504 34586283163

Note no. 23(i) : sale of goods traded includes -

Rice 3406956167 7560351592Maize 1735828904 4440808609Wheat 3904503477 8677584228Pulses 573665719 1312304262Sugar 779079921 1314948842Soyabean 109306011 369111146Almonds 804640813 -Garment and Textile Products 749261810 -Urea 1320516688 7404356910Other items 1862746345 3102272028

15246505855 34181737617

Note: Sale of goods traded : other items include sale of coal, soyabean, soyabean oil, palm oil, barley, millet, rapeseed mill,sorghum, Pvc resin , millet and packing material.

24 Other IncomeInterest Income 26416407 26048783

Dividend Received 28691 2625Rent Received - 4500000

Insurance Claim Received 155062 8968300

Dispatch Earned 7990318 5973942MTM-Commodity (636983) (39428843)

Balance written off 3913188 18911388

Others 3109080 -Excess provision of depreciation written back 1395417 -

42371181 24976195

25 Purchases of goods traded includes:Rice 3450404948 6933044389Maize 1509902872 3859395542Wheat 3425930859 8710301490Pulses 490791113 1125161008Sugar 656534599 1096461042Soyabean 123610744 373466824Almonds 801167326 -Garment and Textile Products 845206902 -Urea 1202795403 7111694299Other items 1606101808 3171104103

14112446574 32380628697

Note: Purchase of other items include purchase of coal, soyabean oil, palm oil, rapeseed, barley, millet, sorghum, PVC, resin,rubber and packing material.

91



`̀̀̀̀ `

26 Changes in inventories of stock in trade

Inventories at the end of the year (refer note no. 26(i))

(a) Stock in trade 2167513549 2465134425


2168099385 2465134425

Inventories at the beginning of the year:

(a) Stock in trade 2465763050 1719981688

2465763050 1719981688

(Increase)/Decrease in inventories 297663665 (745152737)

Note no. 26 (i)

Rice 1428655120 1238873041

Maize 72110584 222878097

Wheat 197003707 548583771

Pulses 205954974 221242607

Sugar 2404235 21156005

Other items 261970765 212400904

2168099385 2465134425

Note: Stock of other items include stock of barley, coal, rapeseed, garment and textile products packing material.

27 Employee benefit expenses

(a) Salaries and incentives 150890396 118232505

(b) Contributions to -

(i) Provident fund 3986540 3737680

(ii) Employee State Insurance 117650 150575

(c) Gratuity (856918) 2204029

(d) Staff welfare expenses 914038 7416737

155051706 131741526

28 Finance Cost

(a) Interest expense 1110042265 842176767

(b) Other borrowing costs 211038113 384106778

1321080377 1226283545

EMMSONS

92

As At As At31st March, 2015 31st March, 2014

` `

29 Other Expenses

Business Promotion 2144055 7618848

Discount Allowed 15608992 19966498

Documentation Charges 2099262 3060059

Festival Celebration 16200 3488782

Freight & Cartage 737591339 1193388258

Fumigation & Phyto Expenses 6723984 12037485

Hotel Booking Charges - 57593

Inspection Charges 9503879 19542120

Insurance 8374375 10501021

Legal and Professional Charges 48417612 31232478

License & Registration Fees 254208 1801529

Loss on Sale of Fixed Assets 603808 4065240

Port Charges 6181017 11153695

Postage and Telegram 537802 642392

Power & Fuel -Electricity & Water Expenses 2421487 1535102

Rent 30479973 43896477

Printing, Stationery, Periodicals & Books 714435 827404

Payments to Auditor's 1192559 1200700

Rates & Taxes 221150 257773

Repairs and maintenance - Buildings 4523637 2709611

Repairs and maintenance - Machinery 137280 242715

Repairs and maintenance - Others 3847908 3891805

Retainer ship & Consultancy Charges 12315865 25909275

Security/Commodity Transaction Tax 2658 338387

Sitting Fee 727864 660492

Stamping & Filling Fees 790065 1482485

Survey Fees 74409 17303

Telephone Expenses 3608980 5060109

Travelling Expenses(including Foreign Travel) 27505147 26473233

Vehicle Repair & Maintenance Expenses 4220152 3962798

Advertisement and Publicity 1807869 2267992

Brokerage and Commission 26416536 30686978

Detention, Demurrage & Claim 5159365 40029187

Meeting & Seminar Expenses 558891 324543

Membership Fees and Subscriptions 1679215 2725719

Net Gain/Loss on sale of Investments (749427) 9175707

Packing Charges 949168 2415252

Processing/Sortex Charges - 2116020

Bad debts written off 4437274 5510739

Provision for doubtful Debts 99262185 -

Allowances for slow moving inventories 1014652 -

Trade Expenses 26215731 59960846

Utilities 1555212 996765

Miscellaneous Expenses 47119084 11534626

1146265858 1604766040

30 Exceptional Items

Increase in Realisable Value of Keyman Ins. Policy (3411360) (3046500)

(3411360) (3046500)

93


31 Employee benefit plans

As per the Accounting Standard 15 ‘Employee Benefits’ the disclosure of employee benefit as defined in the AccountingStandard are given below:

(i) Defined contribution plans

Contribution to Defined Contribution Plans, recognized as expenses for the year is as under:


` `

Employer’s Employer’s Employer’s Employer’scontribution contribution contribution contributionto provident to ESI to provident to ESI

fund fund

Contribution to definedcontribution plans 3986540 117650 3737680 150575

(ii) Defined Benefit Plans: -

The Company offers the gratuity and leave encashment employee benefit schemes to its employees.

The following table sets out the amount recognized in the financial statements:

(ii-a) Expenses recognized during the year


` `

Gratuity Other defined Gratuity Other definedbenefit plans benefit plans


Components of employer expense



Interest cost 2036910 858587 1754726 784476

Expected return on plan assets - - - -



Actuarial losses/(gains) (4695112) (691944) (2698157) (287782)

Total expense recognized in the

Statement of Profit and Loss (856918) 556715 1025231 956947

(ii-b) Table showing changes in present value of obligations during the period:


` `

Gratuity Other defined Gratuity Other definedbenefit plans benefit plans


Present value of obligation as atbeginning of the period 22383622 9435017 21663281 9684890

Acquisition adjustment - - - -

Interest cost 2036910 858587 1754726 784476





Benefit paid (1439192) (1465945) (304890) (1206820)

Actuarial gain/(loss) on obligations (4695112) (691944) (2698157) (287782)

Obligation as on closing of the year 20087512 8525787 22383622 9435017

EMMSONS

94

(ii-c) Change in the plan assets: There is no change in the plan assets in the case of gratuity and leave

encashment because there is no funded scheme taken by the company.

(ii-d) Reconciliation of fair value of assets and obligations:


` `

Gratuity Other defined Gratuity Other defined


(Leave (Leave


Fair value of plan assets - - -

Present value of obligations 20087512 8525787 22383622 9435017

Amounts recognized in balance sheet 20087512 8525787 22383622 9435017

(ii-e) Actuarial Assumptions:

Demographic Assumptions:

Mortality: Published rates under Indian Assured Lives Mortality (2006-2008) ultimate table are used of calculations

as on 31.03.2015

Withdrawal : Withdrawal rate are in accordance with the following table:



(Leave (Leave


For all ages 10% per annum 10% per annum

Financial Assumptions:



(Leave (Leave


Discount Rate 7.80% 7.80% 9.10% 9.10%

Rate of increase in compensation level 6.50% 6.50% 6.50% 6.50%

Rate of return on plan assets – – – –

95


32 a) PRINCIPLE OF CONSOLIDATION

The consolidated financial statements relate to Emmsons International Limited (the Company) and its subsidiaries

companies, Emmsons SA, Emmsons Gulf DMCC & Emmsons Grains Ltd. The consolidated financial statements have

been prepared on the following basis:

i) The financial statements of the Company and its subsidiaries companies are combined on a line-by-line basis by

adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating

intra-group balances and intra-group transactions resulting in unrealized profit or losses in accordance with

Accounting Standard (AS)-21 – “Consolidated Financial Statements” issued by the Institute of Chartered

Accountants of India.

ii) The consolidated financial statements are prepared using uniform accounting policies for the transaction and

other events in similar circumstance and are presented in the same manner as the company’s separate financial

statements.

iii) The difference between the cost of investment and the parent’s portion of equity in the subsidiary companies as

on the date of the holding- subsidiary relationship coming into existence and at anytime thereafter is recognized

as goodwill as the case may be.

iv) Investment made by the parent company in the subsidiary companies subsequent to the holding-subsidiary

relationship coming into existence are eliminated while preparing the consolidated financial statements.

v) Minority Interest’s Share of the net profit of consolidated subsidiaries for the year is identified and adjusted against

the income/ loss of the group in order to arrive at the net income attributed to shareholders of the Company.

vi) The company holds 99.99% stake in M/s Emmsons SA, the subsidiary company and Minority Interest’s Share of the

net assets of consolidated subsidiary is identified and presented in the consolidated balance sheet.

b) THE SUBSIDIARIES COMPANIES CONSIDERED IN THE CONSOLIDATED FINANCIAL

STATEMENTS

Name of the Subsidiaries Country of Proportion of

Incorporation ownership interest

1. Emmsons S.A.. Switzerland 99.99%

2. Emmsons Gulf DMCC Dubai 100.00%

3. Emmsons Grains Limited Cyprus 100.00%

33 SEGMENT REPORTING AS PER AS -17:

Company is primarily engaged in business of trading accordingly company is single business segment company. The geographic

segments have been identified as below:

(Rs. In Lacs)

Current Year Previous Year

India Outside India India Outside India

Total Revenue 76093.52 109885.33 152554.06 233072.93

Less : Inter Segment 31005.95 - 39514.41 -

External Revenue 45087.57 109885.33 113039.66 233072.93

Segment results before Tax (7905.44) (7587.37) 383.42 (370.66)

Less: Current Tax 0.00 0.89 155.00 2.52

Deferred Tax (14.95) (129.54) (12.22) 94.12

Net Profit after Tax (7890.49) (7458.73) 240.64 (467.30)

Segment assets 107975.52 47657.19 90509.19 77915.92

Segment Liabilities 107975.52 47657.19 90509.19 77915.92

Depreciation 113.63 61.11 79.96 67.67

EMMSONS

96

34 Related party disclosure

As required by Accounting Standard-18, “Related Party Disclosures” issued by the Institute of Chartered Accountants of

India, relevant information is provided here below:

(a) Related parties with whom transactions have taken place during the year:

Name Relationship

Mr. Anil Monga Key Managerial Personnel

Mr. Rajesh Monga Key Managerial Personnel

Mr. Shivaz Monga Key Managerial Personnel

Mr. Vijay Kumar Kakkar Key Managerial Personnel

Mr. Viresh Shankar Mathur Key Managerial Personnel

Mr. Satish Chandra Gupta Key Managerial Personnel

Ms. Sony Benydin Jaiprakash Key Managerial Personnel

Mr. Jonathan Grange Key Managerial Personnel

Mr. Evi Papageorgiou Key Managerial Personnel

Mr. Georgia Kafkalia Key Managerial Personnel

Mr. Kanishk Monga Key Managerial Personnel

M/s Emmsons Gulf DMCC Subsidiary (Control Exists)

M/s Emmsons Asia Pte. Ltd. Subsidiary of Emmsons Gulf DMCC (Control Exists)

M/s PT Star Emmsons -Indonesia Subsidiary of Emmsons Gulf DMCC (Control Exists)

M/s PT Bara Energy Makmur - Indonesia Subsidiary of PT Star Emmsons - Indonesia (Control Exists)

M/s Emmsons S.A. Subsidiary (Control Exists)

M/s Emmsons Grains Limited Subsidiary (Control Exists)

M/s Terra Firma Ukraine Subsidiary of Emmsons Grains Limited (Control Exists)

M/s Amber Agro LLC - Ukraine Subsidiary of Emmsons Grains Limited (Control Exists)

M/s Krinichka - Ukraine Subsidiary of Terra Firma - Ukraine(Control Exists)

M/s Yuzhny - Ukraine Subsidiary of Terra Firma - Ukraine(Control Exists)

M/s Nickland - Ukraine Subsidiary of Terra Firma - Ukraine(Control Exists)

(b) Following are the details of the transactions with the related party:

Nature of transactions Related Parties Current Year Previous Year

` `

Salaries, allowances & perquisite Key Managerial Personnel's 31180115 24785104

Sitting fee Key Managerial Personnel's 660000 580000

Rent Key Managerial Personnel's 300000 300000

Due from Related Parties Related Party 560487724 504047476

Due to Related Parties Related Party 467925 72867287

Investment in shares at

reporting date Subsidiary 102274314 100498514

Sales Subsidiary/Stepdown subsidiary 2978635355 3841413908

Interest Income Subsidiary 121959466 110026635

Purchase Stepdown Subsidiaries 148018237 -

Loan and advances to subsidiary

at reporting date Subsidiary 1128102935 1045232343

97


(c) Disclosure of material transactions:


Salaries, allowances & perquisite

Mr. Anil Monga (Chairman & Managing Director) 5778393 5340000

Mr. Rajesh Monga (Whole time Director) 5560000 5160000

Mr. Shivaz Monga (Executive Director) 6510660 5160000

Mr. Kanishk Monga 13263198 9044612

Mr. Evi Papageorgiou 33932 40246

Mr. Georgia Kafkalia 33932 40246

Sitting fee

Mr. Satish Chandra Gupta 240000 180000

Mr. Vijay Kumar Kakkar 240000 200000

Mr. Viresh Shankar Mathur 180000 200000

Rent

Mr. Anil Monga 300000 300000

Due from Related Parties

Mr. Kanishk Monga 45656298 -

Amber Agro LLC 79901026 87213076

Krynychanske LLC 250030364 239627436

Yuzhny 184900036 177206964

Due to Related Parties

Mr. Kanishk Monga - 71306816

Mr. Kanishk Monga - 1112015

Mr. Jonathan Grange 467925 448456

Sales


Emmsons Asia Pte. Ltd. 1246506683 2942895998

Interest Income


Emmsons Grains Limited 37130187 35934000

Purchase

Emmsons Asia Pte Ltd. 148018237 -

Loan and advances to subsidiary at reporting date


Emmsons SA - -

Emmsons Grains Ltd. 534520627 476347011

35 Earning per share

Basic and diluted earnings per share are calculated by dividing the net Profit or loss for the year attributable to equity

shareholders by the weighted average number of equity shares outstanding during the year. The Company has not issued any

potential equity shares, accordingly, basic, and diluted earning per share are the same.


(a) Profit after taxation and exceptional items (Rs.) (1533665519) (22070280)

(b) Weighted average number of shares outstanding during the year 11996040 11996040

(c) Nominal Value per share (Rs.) 10 10

(d) Basic and diluted earning per share (in Rs.) d=(a/b) (127.85) (1.84)

EMMSONS

98

36 Contingent liabilities and commitments (to the extent not provided for)

(Amount in Rs. )

Current year Previous year

Contingent liabilities

(a) Guarantees to sale tax authorities 590000 590000

(b) Guarantees - Corporate Guarantee for credit facility to subsidiary 3123649796 2993685170

(c) Letter of credit issued for purchase - 714787150

(d) Other guarantees 386401638 575433597

(e) Tax Demand totaling Rs. 8.60 Lacs for AY 2004-2005, Rs. 23.43 Lacs for AY 2013-2014 and Rs. 2.71 Lacs for AY 2014-15

raised by the Income Tax Department is being contested by the Company in appeal. No provision has been made for the

liability in the accounts under report. Other Tax demand of Rs. 10.11 Lacs For Assessment Year 2008-2009 raised by

Income Tax Department is under rectification for apparent error.

(f) The company has entered an arbitration suit against the Punjab State Warehousing Corporation. The arbitration tribunal

has issued its award against the company for Rs.890.25 lacs. However, both the parties have filed separate applications in

the court with requests for setting aside the award. The hon'ble court has now dismissed the application of PSWC in the

month of August 2014 . The petition of Company is still in progress and as such quantification of any liability or recovery,

if any, is not possible, hence no provision for the same has been made. However, the company is fairly confident of its

position and expects to get a favorable judgment in the case.

37 In a suit for recovery against Harshvardhan Chemicals & Minerals Ltd., Udaipur (HCML), the High Court of Delhi has passed

a decree of Rs. 55.68 lacs in favour of the company. However, HCML approached BIFR for revival and rehabilitation. The BIFR

has recently dismissed HCML's application and ordered for winding up.Now HCML has approached AIIFR. The decree is

alive and effective and the company hopes to execute it..

38 License in hand valued at Rs 21,46,73,628/- appearing in note-16 are due to expire in financial year 2015-16. If not sold/

utilized the entire amount shall be required to be written off in FY 2015-16.

39 Previous years figures has been regrouped / restated where ever found necessary.



FRN: 003316N






DIN. 00249410

Place : New Delhi


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EMMSONS

100

PART"B" ASSOCIATES & JOINT VENTURES

STATEMENT PURSUANT TO SECTION 129(3) OF THE COMPANIES ACT, 2013

RELATED TO ASSOCIATES COMPANIES AND JOINT VENTURES

A) Name of Associates & Joint Ventures NIL

B) Latest Audited Balance Sheet Date Not Applicable

C) Shares of Associates/ Joint Ventures held by the company on the year end

No. NIL

Amount of Investment in Associates /Joint Venture NIL

Extend of Holding % NIL

D) Description of how there is significant influence Not Applicable

E) Reason why the Associate/ Joint Venture is not consolidated Not Applicable

F) Networth attributable to Shareholding as per latest audited Balance Sheet Not Applicable

G) Profit/Loss for the year

i) Considered in Consolidation NIL

ii) Not Considered in Consolidation NIL


Sd/- Sd/-



(DIN : 00249410) (DIN : 00249642)

101


EMMSONS INTERNATIONAL LIMITED

Regd Office: 17, Community Centre, Zamrudpur, New Delhi-110048,

Tel: 29247721-25, Fax: 91 11 2924 7730,

Website:-www.emmsons.com, CIN:- L74899DL1993PLC053060

Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014

I/We _______________________________________________________________________________________________________________of

_______________________________________________________________________________________________________________ being a

member/members of EMMSONS INTERNATIONAL LIMITED appoint ____________________________________________________________ of

_____________________________________________________ or falling him/her ________________________________________________ of

________________________________________________________________ as my/our proxy to attend and vote for me/us and on my/our behalf at the

22nd ANNUAL GENERAL MEETING of the Company held on Monday, the 30th day of November, 2015 and at any adjournment thereof in respect of such

resolution as are indicated below.

Sl. Resolution Resolution Optional*

No. (Ordinary/

Special) For Against

Ordinary Business

1 To receive, consider and adopt:

(a) the audited financial statement of the Company for the financial year ended

March 31, 2015. The report of Board of Directors and Auditor's Report thereon and

(b) the audited consolidated financial statement of the Company for the financial

year ended March 31, 2015 Ordinary

2 To appoint a Director in place of Mr. Rajesh Monga, who retires by rotation and

being eligible offers himself for re-appointment Ordinary

3. To appoint M/s Suresh & Associates, Chartered Accountants, (FRN: 003316N) as Auditors of Ordinary

the company to hold office from the conclusion of this meeting (i.e 22nd Annual General Meeting)

until the conclusion of the next Annual General Meeting and to authorize the Board of Directors

to fix their remuneration.

Special Business

4 To adopt new set of Article of Association of the Company Special

5 Re-appointment of Mr. Anil Monga as Managing Director of the Company effective

from 1st September, 2015 Special

6 Appointment of Ms. Soni Benydin Jaiprakash as Non Executive Independent Ordinary

Director of the Company

Signed this__________________day of__________________2015.

_______________________________ _______________________________

(Signature of the Member) (Signature of proxy holder(s))

Note : This proxy in order to be effective should be duly stamped, completed and signed and must be deposited at the registered office of the company not less

than forty eight hours before the time for holding the meeting. The proxy need not be a member of the Company.

* It is optional to put a 'X' in the appropriate column against the Resolutions indicated in the Box. If you leave the 'For' or 'Against' column blank against

any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

PROXY FORM

Affix a

Rupee One

Revenue

Stamp

102

EMMSONS

103


104

EMMSONS

PR

INT

ED

AT

AJA

Y P

RIN

TE

RS

: 2

211

16

25

, 9

81

87

05

55

1

Annual Report2 0 1 4 - 2 0 1 5

nd22

If undelivered please return to:

Emmsons International LimitedRegd. office: 17, Community Centre, Zamrudpur,

New Delhi-110048, Tel: 29247721-25, Fax: 91-11-29247730

nd Annual Report 2014-2015 EMMSONS INTERNATIONAL LIMITED · SATISH CHANDRA GUPTA : Non-Executive...

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