emmsons.comemmsons.com/files/annual-report-2015-16.pdf · dear fellow shareholders, welcome all of...

EMMSONS INTERNATIONAL LIMITED

Annual Report

2 0 1 5 - 2 0 1 6rd23

Creating Quality, Winning Trust

Dear Fellow Shareholders,

rdWelcome all of you, my dear Shareholders to 23 Annual General Meeting of the Company. This has been the toughest year of the Company since its inception. Just over a couple of years ago, I had shared with you a balance sheet of Emmsons, which was, at that time, sign of a company that was going to the next True Indian Multinational. Little did we know that the following years to date would be, globally and locally, very challenging both for the Trade in general and Commodities in particular. As I reflect on the last 2 years, I look at not only what we have lost, but also, how, because of the way things have unraveled, how many opportunities have been lost as a result of being in this position. Before we can think of the future, we need to consolidate the present, restore our reputation and stay in a position to fight whatever comes our way. It is with that in mind that we need to stay calm, take stock of this situation and plan carefully our next steps. These steps need to address the current difficulties, yet put a plan in place for a future course of action, a future of hope and positivity. Hopefully, in coming times, we would have steadied this ship and have a vision ready to go forward. Till then, Let us believe in each other's ability to ride through these tough times and have the confidence that we will succeed, slowly, but surely. Regards

Sd/-Anil Kumar MongaChairman & Managing Director

CHAIRMAN'S MESSAGE

Mr. Anil Kumar Monga, Chairman & Managing Director

CONTENTS

Overview

Financial Highlights & Key Indicators 2

Corporate Information 3

Notice of the Meeting 4

Directors' Report 8

Management Discussion & Analysis Report 32

Corporate Governance Report 33

Addendum to the Directors' Report 43

Certificate on Corporate Governance 45

CEO/CFO Certification 46

Standalone Financial Statements

Auditors' Report 47

Balance Sheet 52

Statement of Profit & Loss 53

Cash Flow Statement 54

Notes to Financial Statement 55

Balance Sheet of Group Companies in USD($) 71

Statement of Profit and Loss of Group Companies in USD($) 72

Consolidated Financial Statements

Auditors' Report 73

Balance Sheet 76

Statement of Profit & Loss 77

Cash Flow Statement 78

Notes to Financial Statement 79

Statement Pursuant to Section 129 of the Companies Act, 2013 read with 99rule 5 of Companies(Accounts) Rules, 2014.

Proxy Form 101

Route Map 103

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Emmsons International Limited Annual Report 2015-16|

EMMSONS

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

PARTICULARS 2015-16 2014-15 2013-14 2012-13 2011-12

Gross Turnover/Income 37841.56 76093.51 152554.06 183731.88 190527.45

Earnings before Depreciation,Interest and Tax (EBDIT) (13024.17) 932.65 7931.59 7492.79 7028.83

Depreciation 78.49 113.62 79.96 66.14 72.97

Profit before Tax (29730.73) (7905.44) 383.42 1488.37 1714.49

Profit after Tax (29730.73) (7890.49) 240.64 1023.87 1217.23

Equity Dividend % - 0.00 0.00 10.00 25.00

Dividend Payout - 0.00 0.00 119.96 149.95

Equity Share Capital 1199.60 1199.60 1199.60 599.80 599.80

Equity Share WarrantsAllotment/Application Money - 0.00 0.00 0.00 0.00

Reserve & Surplus (28251.51) 1479.22 9443.57 9845.44 8988.28

Net Worth (27051.90) 2678.83 10643.17 10445.24 9588.09

Gross Fixed Assets 1267.41 1667.70 1642.33 1688.81 1668.73

Net Fixed Assets 678.75 1114.61 1249.74 1339.64 1346.63

Total Assets 88489.72 107975.52 90509.18 71915.60 77353.31

Total Liabilities 115541.62 105296.69 79866.01 61470.36 67765.23

Market Capitalisation 959.68 1933.76 3970.68 6396.89 7095.66

KEY INDICATORS

PARTICULARS 2015-16 2014-15 2013-14 2012-13 2011-12

Earnings per Share (Basic) - Rs (247.84) (65.78) 2.28 17.07 23.31

Turnover per Shares- Rs 315.45 634.32 1271.70 3063.21 3176.52

Book Value per Share- Rs (225.51) 22.33 88.72 174.14 159.85

Debt: Equity Ratio -2.49:1 17.35:1 5.41:1 4.38:1 5.53:1

EBDIT/Gross Turnover- %age -34.42 1.22 5.19 4.08 3.69

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CORPORATE INFORMATION

THE BOARD

ANIL MONGA : Chairman & Managing Director

RAJESH MONGA : Whole Time Director

VIRESH SHANKAR MATHUR : Non-Executive Director

SUBHASH CHANDER : Non-Executive Director(From 14-11-2016 to 30-12-2016)(From 27-04-2017 to 30-12-2017)

SATISH CHANDRA GUPTA : Non-Executive Director (Till 14-11-2016)

SONI BENYDIN JAIPRAKASH : Non-Executive Director

RAHUL CHOPRA : Non-Executive Director (From 28-03-2018)

GENERAL MANAGER (ACCOUNTS) & CFO COMPANY SECRETARY

SURINDER BHAYA SNEHA KHEMKA(Till 31-10-2016) (From 4-04-2016 to 22-12-2016)

VINAY GUJRAL(Till 15th December, 2015)

AUDITOR (S) REGISTERED &ADMIN OFFICE

Suresh & Associates 17, Community Centre,3A Bigjo's Tower, Netaji Subhash Place, Zamrudpur, New Delhi-110048Pitampura, Delhi-110034 Tel: 011-29247721-25

CIN, WEBSITE ADDRESS AND EMAIL

[email protected]

SHARE REGISTRAR AGENT PRINCIPAL BANKERS

Link Intime India Private Limited Oriental Bank of Commerce44, Community Centre, 2nd Floor Allahabad BankNaraiana Industrial Area Phase-I Indian Overseas BankNear PVR Naraina, New Delhi-110028 Bank of Baroda

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NOTICE

rdNOTICE is hereby given that 23 Annual General Meeting of M/s Emmsons International Limited will be held on Thursday, the th24 Day of May, 2018 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, 2016. 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, 2016 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 rdfrom the conclusion of this meeting (i.e 23 Annual General Meeting) until the conclusion of the next Annual General

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

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 Regulation 72 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchange are provided in the Corporate Governance Report forming part of the Annual Report.

th4. The Register of Members and the Share Transfer Books of the company will remain closed from Friday, the 18 Day of May, th2018, to Thursday, the 24 Day of May, 2018 (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.


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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 Regulation 44 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, 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:

st rd(i) The Remote e-voting period begins on 9.00A.M, 21 May, 2018 and ends on 5.00P.M, 23 May, 2018. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the

thcut-off date of 17 May, 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(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) After entering these details appropriately, click on “SUBMIT” tab.

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 Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

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).

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(ix) 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.

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

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

(xii) 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.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) 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.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote

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

(xvii) 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.

(xviii) Note for Non – Individual Shareholders and Custodians

lNon-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.

lA scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected] and [email protected]

lAfter 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.

lThe list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

lA 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.

(xix) 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].

st rdThe remote e-voting period will commence from 21 May, 2018 at 9.00 A.M and will end on 23 May, 2018 at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized

thform as on cut off date on 17 May, 2018 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

thNotice and holding shares as on the cut -off date i.e 17 May, 2018 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


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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

Dated: 12.04.2018 Place: New Delhi Sd/-

(Anil Kumar Monga) Chairman & Managing Director

(DIN : 00249410)

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

No special business is to be transacted at the Annual General Meeting. Hence no Explanatory Statement has been attached.

Disclosure in terms of Regulation 18(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015:

Name of Director seeking appointment/ re-appointment

Shares held as on 31.03.2016 (own or held by/for other persons on beneficial basis)

Mr. Rajesh Monga 8.53%

DIRECTORS' REPORT

Dear Members,Emmsons International Limited

rdYour Directors have pleasure in presenting this 23 Annual Report on the business and operations of the Company together with Audited Financial Statement for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

The highlights of financial results of the Company for the Financial Years 2015-16 and 2014-15 are as under:

Particulars 2015-2016 2014-15 Amount

(Rs. In Lacs) US$ in Million

Amount (Rs. In Lacs)

US$ in Million

Gross Sales and Income 37841.56 57.12 76093.51 121.77 Profit before interest, Depreciation, Exceptional Item and taxation

(13024.17) (19.66) 932.65 1.49

Interest and financial Charges 11008.84 16.62 8758.58 14.02 Depreciation 78.49 0.12 113.63 0.18 Profit before taxation and exceptional item

(24111.50) (36.39) (7939.56) (12.71)

Exceptional Item 5619.23 8.48 (34.11) (0.05) Provisions of Taxation ----- ----- ----- -----

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

(14.95) (0.02)

Profit after tax (29730.73) (44.88) (7890.49) (12.62)

----- -----

DIVIDEND:

In view of the Loss the Board has not recommended any dividend payment for the financial year 2015-16.

FINANCIAL AND OPERATIONAL PERFORMANCE

During the financial year 2015-16, the Company has on a standalone basis, registered total revenues of Rs. 378.41 Crores as compared to Rs. 760.93Crores in the previous year, reflecting a substantial decline. The Company Net Loss of company has increased to Rs. 297.30 Crores as compared to the Net Loss of Rs. 78.90 Crores in the previous year.

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

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 within the meaning of section 2(87) and section 2(6) of the Companies Act, 2013, respectively.

wEmmsons Gulf DMCC,

wEmmsons Grains Limited

wEmmsons SA.

Emmsons Gulf DMCC:

In line with slum in the global commodities markets, the business of the Company's subsidiary Emmsons Gulf DMCC was also

EMMSONS

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affected adversely. During the year, under review it has posted Total Revenue of Rs. 1542.29 Lacs on standalone basis as compared to Rs.71003.11 Lacs on standalone basis in the previous year. The Company has incurred a loss of Rs. 35144.75 Lacs on standalone basis as compared to loss of Rs. 7616.21 Lacs in the previous year on standalone basis.

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. 4260.86 Lacs as compared to loss of Rs. 441.44 Lacs in the previous year. The Balance Sheet has been prepared up to

st31 Decemeber, 2015.

Emmsons S.A:

The operations of Emmsons S.A, has slowed down, however your Management constantly been trying to re-establish the operations of the Company. The Company has incurred profit of Rs. 4.50 Lacs as compared to loss of Rs. 9.80 Lacs in the previous year.

During the year under review, no other company has become or ceased to be company's subsidiary.

Pursuant to provisions of section 129(3) and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder, a statement containing salient features of the financial statements, performance and financial position of each of subsidiaries in Form AOC 1 is enclosed herewith as annexure 1.

MEETINGS OF BOARD OF DIRECTORS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Mr. Shivaz Monga has resigned as Executive Director and Mr. Vijay Kumar Kakkar as Non Executive Independent Director of the th thCompany with effect from 30 October, 2015 The Board of Director in their meeting held on 30 October, 2015 took note of the

same.

thMr. Vinay Gujral, has resigned as Company Secretary of the Company with effect from 15 December, 2015. The Board of thDirectors in their meeting held on 11 February, 2016 took note of the same.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as mentioned under Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

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

EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by SEBI (LISTING Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, Board Committees and Individual Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as diversity of the Board, effectiveness of the board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis


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of the criteria such as the composition of committees and effectiveness of committee meetings etc.

The performance of the individual directors was reviewed on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

The performance of non-independent directors, Board as a whole and of the Chairman was evaluated in a separate meeting of Independent Directors after taking into account the views of executive directors and non-executive directors.

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee comprise of the following members:

Mr. Anil Monga

Mr. Rajesh Monga

Ms. Soni Benydin Jaiprakash

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

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

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

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

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

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

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

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

wTo contribute to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio

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–economic development and relief and welfare of schedules castes, the scheduled tribes, other backward classes and women.

wTo contribute and encourage the training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic Sports.

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

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

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

The Company is required to spend every year atleast, 2% of the average net profit made during the three immediately preceding financial years in pursuance of its Corporate Social Responsibility Policy. During the year under review, the Net loss of company has increased toRs. 297.31 Crores which was Rs. 78.90 crores in the previous year 2014-15. The Board of Directors is of view that it is not viable to spent 2% of the average net profit made during the three immediately preceding financial years in the current financial year ending on 31st March, 2016 as the company is constantly incurring losses and is mounting . However, during the year under review, the company has spent Rs. 50,000 on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure-3

EXTENSION OF TIME FOR HOLDING ANNUAL GENERAL MEETING

You Company has the following subsidiaries, overseas:-

wEmmsons SA, in Switzerland

wEmmsons Grains Limited, in Cyprus

wEmmsons Gulf DMCC, in UAE.

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

Due to downturn in the global commodity market resulted in liquidity crunch in the group consequently the Auditing of the Financial Data of the Company delayed for financial year ended 31st March, 2016.

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

On account of delay in receipt of the Audited Financial Statement of the subsidiary, Your Company has not been able to finalize the consolidated financial statement. Accordingly, The Board of Directors of the Company in its meeting held on 30th May, 2016 has approved the Audited Financial statement alongwith Auditors' Report for the financial year ended on 31st March, 2016 on Standalone Basis.

Your Company made an application with Registrar of Companies; NCT of Delhi & Haryana seeking extension of time for holding Annual General Meeting, subsequently the Registrar of Companies has granted three months time up to 30th December, 2016 for conducting Annual General Meeting.

However, due to unavoidable circumstances and situation beyond the control of the company, the Annual General Meeting of the Company could not have been conducted within the stipulated extended time.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. Satish Chandra Gupta (Chairman), Mr. Anil Monga (Member), Ms. Soni Benydin Jaiprakash (Member) and Mr. Viresh Shankar Mathur (Member). All recommendation made by the Audit Committee were accepted by the Board.

AUDITOR'S REPORT

The Auditors' observations are self explanatory and do not call for any further comments based on standalone basis.


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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 had appointed M/s. Saurabh Agrawal & Co., Practicing Company Secretaries, New Delhi to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Auditor Report for the financial year ended March 31, 2016 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 SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015. 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 Company's Auditors confirming the compliance of conditions of Corporate Governance as stipulated in Regulation 27 under SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 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 Regulation 27 under SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under Regulation 34(2)(e) of SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the annual report.

LISTING OF SECURITIES

The Equity Shares of your Company are listed at Bombay Stock Exchange Limited, Floor 25 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 2016-17.

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. 1,139,386,852

Foreign Exchange outgo: Rs. 69,082,238

EMMSONS

12

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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the 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.

DISCLOSURE REQUIREMENTS

1. Policy for determining material subsidiaries of the Company is available on the website of the Company at weblink: htttp://www.emmsons.com/files/Policy for Determining Material Subsidiary.pdf

2. Policy for Preservation of Documents of the company is available on the website of the Company at weblink: htttp://www.emmsons.com/files/Policy on Preservation of Documents under SEBI Regulations, 2015.pdf

3. Policy for Material Events and Information's of the Company is available on the website of the Company at weblink: htttp://www.emmsons.com/files/Policy on Disclosure of Material Events and Information's under SEBI Regulations, 2015.pdf

4. Policy of Nomination and Remuneration policy is available on the website of the Company at weblink: htttp://www.emmsons.com/files/Nomination and Remuneration policy.pdf

5. Policy on Terms and conditions for appointment of Independent Directors is available on the website of the Company at weblink:htttp://www.emmsons.com/files/Terms and conditions for appointment of Independent Directors.pdf

6. Policy for Evaluation of the Performance is available on the website of the Company at weblink:htttp://www.emmsons.com/files/Policy for Evaluation of the Performance.pdf

7. Code of Fair Disclosure and Code of Conduct for insiders is available on the website of the Company at weblink:htttp://www.emmsons.com/files/Code of Fair Disclosure and Code of Conduct for insiders.pdf

8. Code for Board and Sen ior Members i s ava i l ab le on the webs i te o f the Company at weblink:htttp://www.emmsons.com/files/Code for Board and Senior Members.pdf


13

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.


Dated : 09.11.2017 Sd/- Sd/-Place : New Delhi (ANIL MONGA) (RAJESH MONGA)

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 2016.

(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.

NIL

(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.

Name of Employee:- Mr. B.B Gandhi

Designation of Employee :- President (Commercial)Nature of Employment, whether contractual or otherwise : - PermanentQualification and Experience : - Chartered Accountant and 29 years of experience Date of commencement of employment : - 01.01.2008The last employment held before joining the Company : - Gaura Texfab Pvt. Ltd.Age : - 52 yearsPercentage 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.

(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 the Companies (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 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel against the performance of the Company are as under:

EMMSONS

14

Salary & other

allowances Bonus Medical

Reimbursements Others Total

2,410,000 336,667 155,000 2,524,615 5,426,282

Sr. No

Name of Director/Key Managerial Personnel

Remuneration of Director/KMP for financial year 2015-16

% increase in Remuneration in the financial year 2015-16

Ratio of remuneration of each Director/to median remuneration of employees

Comparison of the Remuneration of the Key Managerial Personnel against the performance of the Company

1 Mr. Anil Monga Managing Director

22,40,000 (57.24)% 7.98 The company has incurred loss during the financial year 2015-16

2 Mr. Rajesh Monga Whole Time Director

53,20,000 2.31% 18.94

3 Mr. ShivazMonga Executive Director

15,56,748 (74.69)% 5.54

4 Mr. Satish Chandra Gupta Non Executive Director

2,60,000 8.33% 0.93

5 Mr. Vijay Kumar Kakkar Non Executive Director

1,00,000 (58.33)% 0.36

6 Mr. Viresh Shankar Mathur Non Executive Director

1,60,000 (11.11%) 0.57

7 Ms. SoniBenydinJaiprakash 40,000 NIL 0.14 8 Mr. SurinderBhaya General

Manager (Accounts) and Chief Financial Officer

21,39,717 6.00%

Not Applicable

9 Mr. VinayGujral 3,95,480 NIL 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. Mr. Satish Chandra Gupta, Mr. Vijay Kumar Kakkar, Ms. Soni Benydin Jaiprakash and Mr. Viresh Shankar Mathur are Non Executive Independent Directors of the Company being entitled for sitting fee based on number of meeting attended.

st3. With effect from 1 September, 2015, Mr. Anil Monga was appointed as Chairman and Managing Director of the company without remuneration.

st4. Mr. Shivaz Monga has worked as Executive Director of the Company without remuneration with effect from 1 July, 2015 and thhas resigned as director of the company w.e.f 30 October, 2015.

th5. Mr. Vijay Kumar Kakkar has resigned with effect from 30 October, 2015.

6 Mr. Vinay Gujral was Company secretary, designated as Key Managerial Personnel for the part of financial year 2015-16 from st th01 May, 2015 to 15 December, 2015.

(i) Number of permanent employees on the roll of the Company were 63 as on March 31, 2016

(ii) The median employee remuneration of employees of the company during the financial year was Rs. 280836/-.

(iii) In the financial year there was decrease of 16.84% 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 2015-16.

(v) Comparison of Remuneration of the Key Managerial Personnel: The Company has incurred loss during the financial year 2015-16.

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

Market Capitalisation as on March 31, 2016:Rs. 95,968,320

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


15

b) Price Earnings ratio of the Company:

Price Earnings ratio as on March 31, 2016: Negative

Price Earnings ratio as on March 31, 2015: Negative

(vii) Average percentage increase made in the salaries of the employees other than the Managerial Personnel in the last financial year i.e 2015-16 was 10% whereas there was increase in the Managerial Remuneration for the same financial year was also 10.00%.

(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.

(ix) 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 2015-16.

Name of highest paid Director and salary:- Mr. Rajesh Monga(Rs. 53,20,000/- for the whole year)(Average Salary Per Month is Rs.443,333)

Name of employees:-Mr. BB Gandhi (Rs.5426282/- till Aug 15 including taxable retirement benefits of Rs.2524615/-) (effective Average Salary Per Month is Rs.580333/-)Ratio: 1.31:1

(x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.




EMMSONS

16

ANNEXURE-1 TO DIRECTOR'S REPORT

Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statements of subsidiaries

(Amount in Lacs)

S.No.

Particulars Name of the Subsidiary

Emmsons Gulf DMCC Emmsons SA

Emmsons Grains Ltd

1 The date since when subsidiary was acquired 01-.02-2009 03-09-2007 23-12-2011

2 Reporting period 31-03-2016 31-03-2016 31-03-2016

3 Reporting currency and exchange rate as on the last date of relevant financial year

AED (Exchange Rate 18.02721)

Swiss Franc (Exchange Rate

67.88884) USD (Exchange

Rate 66.25)

4 Share Capital 36.05 678.89 198.75

5 Reserves & Surplus (35643.17) (453.56) (7607.38)

6 Total Assets 59572.12 1009.36 1833.65

7 Total Liabilities 95179.24 784.04 9242.28

8 Investments 49829.59 0.00 111.65

9 Turnover (Total Revenue) 1519.32 0.00 0.00

10 Profit/ Loss Before Taxation (35144.75) 4.97 (4260.87)

11 Provision for Taxation ---- 0.47 ----

12 Profit/ Loss After Taxation (35144.75) 4.50 (4260.87)

13 Proposed Dividend ----- ---- ----

14 % of shareholding 100.00% 99.99% 100%

Notes: There were no subsidiaries which are yet to commence operations.There were no subsidiaries liquidated during the financial year 2015-2016.




ANNEXURE-2 TO DIRECTOR'S REPORT

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


17

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

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 twenty five 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.




Sr. No.

Name of the related party & nature of relationship

Nature of contracts/ Arrangements/ Transaction

Duration of the contracts/ arrangement/ 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 Gulf DMCC (Subsidiary incorporated in Dubai)

Contract for Export of Material

Trade Transaction

Commodity : Indian Raw Brown Cane Sugar, Quantity : 520Mts Price : USD 342 Per Mt. Packaging : In new 50 kg PP Bags , Weight/Quantity/Condition: Final at the time and place of Loading as per Certificates provided by Dr. Amin Controllers Pvt Ltd.at the buyers options at seller cost. Contract No. EGD/Sugar/001/15-16 dated 22.05.2015 for export of Indian Raw Brown Cane Sugar from Emmsons International Limited to Emmsons Gulf DMCC. Transaction Value : USD 177,840/-

NIL

2 Contract for Export of Material

Trade Transaction

Commodity : 1121 Basmati Sella Rice, Quantity : 46Mts Price : USD 840 Per Mt. Packaging :10kg in new nonwoven PP BagsX4, Weight/ Quantity/ Condition: Final at the time and place of Loading as per Certificates provided by SGS India Pvt. Ltd. the buyers options at seller cost. Contract No. EIL/BRIC/203/15-16 dated 28.08.2015 for export of 1121 BasmatSella Rice from Emmsons International Limited to Emmsons Gulf DMCC. Transaction Value : USD 38,640/-

NIL

3 Contract for Export of Material

Trade Transaction

Commodity : 1121 Steam Basmati Rice, Quantity : 22.840 Mts Price : USD 990 Per Mt. Packaging :10kg net in jute bags X4, Weight/Quantity/Condition: Final at the time and place of Loading as per Certificates provided by SGS India Pvt. Ltd./Pest Mortem ( India) Pvt Ltd. at the buyers options at seller cost. Contract No. EIL/BRIC/204/15-16 dated 04.09.2015 for export of 1121 Steem Rice from Emmsons International Limited to Emmsons Gulf DMCC. Transaction Value :USD 22,612/-

NIL

EMMSONS

18

ANNEXURE 3 TO THE DIRECTOR'S REPORT

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2015-16

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 2015-16

Amount Spent Direct or Through implementing Agency

1 Providing facilities for those facing gender based violence

Cl. (iii) providing developmental and humanitarian programme to those at the risk of facing human violence, Destitute and elderly women/widows, migrant workers and their families in urban environments, under privileged communities and those affected by HI/ Aids to enable access to basic rights

New Delhi As provided under section 135 of the Companies Act, 2013 read with Schedule VII of the Companies Act, 2013

50,000 50,000 Through Maitri NGO

Item No Particulars Detail

1 A brief outline of the Company’s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs and the composition of CSR Committee

Refer: Corporate Social Responsibility statement in the Director’s Report

2 Average net profit of the Company for the last three financial years (2,00,50,9743)

3 Prescribed CSR expenditure (being two percent of the amount mentioned in item 2)

NIL

4 Details of CSR spent during the financial year

Total amount to be spent for the financial year 50,000

Amount un-spent, if any 20,10,000

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


19

ANNEXURE-4 TO DIRECTOR'S REPORTSecretarial Audit Report

stFor the Financial year ended 31 March, 2016

Form No. MR-3SECRETARIAL AUDIT REPORT

st For The Financial Year Ended 31 March, 2016[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

ToThe MembersEmmsons International Limited17 Community Centre, Zamrudpur,Delhi-110048,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and adherence to good corporate practices by Emmsons International Limited (herein after called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company 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

styear ended on 31 March, 2016 complied with the 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 hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Emmsons stInternational Limited for the financial year ended on 31 March, 2016 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, 1956 and the regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 (FEMA) 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 dealings with the client;

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

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

EMMSONS

20

(vi) The company has complied with other Laws as applicable to the Industry as per the undertaking given by the company:

1. Employees' State Insurance Act, 1948

2. The Employees' Provident Funds and Miscellaneous Provisions Act, 1952

3. The Payment of Gratuity Act, 1972

4. The Maternity Benefit Act, 1961

5. Equal Remuneration Act, 1976

6. Electricity Act, 2003

7. Standard of Weights & Measures Act, 1976

8. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresssal) Act, 2003

9. Central Excise Act, 1994

10. Central Sales Tax Act, 1956 & Local Sales Tax Acts

11. The Customs Act, 1962

12. The Legal Metrology Act, 2009

13. Food Safety and Standards Act, 2006

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

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the 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. There are some delays in depositing undisputed statutory dues of provident fund, employee's state insurance income-tax, service tax.

2. Following dues have not been deposited with the following authorities on account of disputes:-

3. The company has defaulted in repayment of loans or borrowings as follows:-

S.No. Period of Demand Amount Involved (Rs. In Lacs)

Particulars of demand Appeal pending before

1. A.Y. 2004-05 8.60 Income Tax CIT (A)

2. A.Y. 2012-13 465.25 Income Tax CIT (A) 3. A.Y. 2013-14 23.43 Order by CPC-TDS u/s 154 CIT (A)

4. A.Y. 2014-15 2.71 Order by CPC-TDS u/s 154 CIT (A)

S. No. Name of Lender Total Amount of default (Rs. In Lacs)

Period of Default

1. Oriental Bank of Commerce 30602.73 Due between May, 2015 to March 2016 2. Indian Overseas Bank 14529.78 Due between March, 2015 to March, 2016 3. Bank of Baroda 7952.49 Due between May, 2015 to March, 2016 4. Allahabad Bank 8917.19 Due between July, 2015 to March, 2016 5. ICICI Bank 1.26 Due between February, 2016 to March, 2016

Total 62003.46


21

4. The Board of directors of the Company was duly constituted as per Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements), 2015. However, the Company Secretary & Compliance officer had not appointed for the period of January 2016 to March 2016.

st5. The Company has not convened and held the Annual General Meeting for the financial year ended 31 March, 2016.

6. The Company had not filed annual return and Consolidated as well as Standalone financial statement for the financial year stended 31 March, 2016.

7. The company has not made contribution towards the payment of Employee State Insurance, Gratuity and Provident Fund.

In respect of other laws specifically applicable to the company, we have relied on information/data provided by the Company during the course of audit and reporting is limited to that extent.

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 provision 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, if any.

In our opinion there is scope to improve the systems and processes in the Company 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.

Place: New Delhi Sd/-Date: 09/11/2017 Saurabh Agrawal

(Saurabh Agrawal & Co.Company Secretaries)FCS No.: 5430C.P. No.: 4868

EMMSONS

22

'ANNEXURE A'

ToThe MembersEmmsons International Limited17 Community Centre, Zamrudpur,Delhi-110048

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

3. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

4. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

5. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: New Delhi Saurabh Agrawal & Co.Date:09/11/2017 (Company Secretaries)

Sd/-Saurabh Agrawal(Partner)FCS: 5430CP No.: 4868


23

ANNEXURE 5 TO DIRECTOR'S REPORT:

Form No. MGT-9Extract of Annual Return

As on financial year ended on March 31, 2016[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014}

I. REGISTRATION AND OTHER DETAILS 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.

Tel 2924 7721-25

vi) Whether Listed Company Yes vii) Name, Address and Contact details of

Registrar and Transfer Agent, if any 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]

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

product/services NIC Code of product/services

% of total turnover of the Company

1. Wheat, Rice, Sugar and Others 5121 82.24

2. Garment and Textile Products 5131 17.76

100.00

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

As per attachment-A

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP 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,

Promoters and Holders of GDRs and ADRs) As per attachment-E

vi) Shareholding of Directors and Key Managerial Personnel As per attachment-F V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/

accrued but not due for payment As per attachment-G

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

As per attachment-H

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

EMMSONS

24

Attachment A:

III. Particulars of Holding, Subsidiary and Associate Companies

Sr. No

Name of the Company

Address CIN/GLN Holding/ Subsidiary/ Associate*

% of shares held

Applicable Section

1 Emmsons Gulf DMCC

3406, 1 Lake Plaza, Plot No. 2, Jumeirah Lake Tower, Dubai

----- Subsidiary 100% 2(87)(ii)

2 Emmsons SA Place DU Marche 3, CP 1456 1860, Aigle, Switzerland.

----- Subsidiary 99.99% 2(87)(ii)

3 Emmsons Grains Limited

Karaiskaki 6,City House, P.I.3032, Limassol, Cyprus

----- Subsidiary 100% 2(87)(ii)

4 Emmsons Asia Pte Ltd, Singapore

150, Cecil, #07-01, Singapore-069543

----- Subsidiary of Emmsons Gulf DMCC

99% 2(87)(ii)

5 PT Star Emmsons, Indonesia

MenaraCakrawala Floor 7 Jalan, M.H Thamrin No.9, Jakarta

----- Subsidiary of Emmsons Gulf DMCC

98.9% 2(87)(ii)

6 PT Bara Energi Makmur, Indonesia

MenaraCakrawala Floor 7 Jalan, M.H Thamrin No.9, Jakarta

----- Step Down Subsidiary of Emmsons Gulf DMCC

99% 2(87)(ii)

7 Terra Firma LLC, Ukraine

Ukraine, 54001, Mykolayiv city,33aAdmiralska street, app. 29

----- Subsidiary of Emmsons Grains Limited

66.67 2(87)(ii)

8 Amber Agro LLC, Ukraine

Ukraine, 54001, Mykolayiv city,33aAdmiralska street, app. 29

----- Subsidiary of Emmsons Grains Limited

66.67 2(87)(ii)

9 Krynchanske LLC, Ukraine

Ukraine, 57121, Mykolayiv region, Мykolayiv district, Krynychky village, Olimpiyskastreet, № 47

----- Step Down Subsidiary of Emmsons Grains Limited

100 2(87)(ii)

10 Yuzhne, Ukraine Ukraine, 67555, Odessa region, Kominternivskyi district, Sychavka village, 1 Tsvitayeva str.


100 2(87)(ii)

11 Nickland LLC, Ukraine

Ukraine, 57121, Mykolayiv region, Мykolayiv district, Krynychky village, Olimpiyskastreet, № 47


100 2(87)(ii)

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


25

Category of Shareholders No. of Shares held at the beginning of the year (As on 01.04.2015)

No. of Shares held at the end of the year (As on 31.03.2016)

% of change during

the year

Demat Physical Total % of total

shares

Demat Physical Total % of total

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 (any

other)

797046 0 797046 6.64 371714 0 371714 3.1 -3.54

Individuals

Individuals:

- Shareholders

holding nominal

share

capital

upto 1 lac

as

on

01-04-2015

and upto

2 lac

as

on

31-03-

2016

824577 185070 1009647 8.42 1185113 185070 1370183 11.42 3

Individuals:

- Shareholders

holding nominal

share

capital

in

excess

of

1

lac

as

on

01-04-2015

and

in

excess

of

2

Lac

as on

31-03-2016

3431359 0 3431359 28.6 3388583 0 3388583 28.25 -0.35

other(Specify)

HUF

0

0

0

0

143036

0

143036

1.19

1.19

Clearing

members

63930

0

63930

0.53

29176

0

29176

0.24

-.29

NRI 168354 161760 330114 2.75 167644 161760 329404 2.75

Sub

Total

(B)

(2) 5285266 346830 5632096 46.95 5285266 346830 5632096 46.95

Total

(B)=(B)(1)

+

(B)

(2) 5285266 346830 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 0 ----

Public 0 0 0 0 0 0 0 0 ----

Sub

Total

(C) 0 0 0 0 0 0 0 0 ----

Grand

Total

(A)+(B)+

(C)

11649210 346830 11996040 100 11649210 346830 11996040 100

Attachment B:

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

i) Category-wise Shareholding

EMMSONS

26

Attachment C

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

ii) Shareholding Promoters

Promoters:

Sr. No

Shareholding at the beginning of the year (As on 01.04.2015)

Shareholding at the end of the year (As on 31.03.2016)

% change in share-holding during the year

Shareholders Name No. of Shares

% of total shares of

the Company

% of shares Pledge/

encumbered to total shares

No. of Shares

% of total shares of

the Company

% of shares Pledge/

encumbered to total shares

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 0.01 ---- -0.08

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

iii) Change in Promoter's shareholding

Sr. No

Shareholding at the beginning of the year (As on 01.04.2015)

Cumulative shareholding during the year (01.04.2014 to 31.03.2016)

1. At the beginning of the year 6363944

No change during the year 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)

No change during the year

3. At the end of the year 6363944


27

Attachment-EIV. Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

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

Sr. No

Name Shareholding at the beginning of the year (April 1, 2015)

Shareholding at the end year of the year (March 31, 2016)

Net Changes

% to Capital

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

1 Master Capital Services Ltd 426953 3.56 8200 .07 -418753 -3.49 2 Ajay Agarwal 160000 1.33 160000 1.33 0 0.00 3. Geeta Gupta 300000 2.50 663174 5.53 363174 3.03 4. Manpreet Singh Chadha 240000 2.00 240000 2.00 0 0.00 5. G Booma 200000 1.67 200000 1.67 0 0.00 6. JatinderKaur 174246 1.45 174246 1.45 0 0.00 7. Rajinder Singh Chadha 164600 1.37 164600 1.37 0 0.00

8. FarhanaSarfaraz 154134 1.28 154134 1.28 0 0.00 9. ShivaliNitinPrakash 151000 1.26 141000 1.18 -10000 -0.08 10. Kalpana Bharat Savla 140000 1.17 140000 1.17 0 0.00 11. ShilpajaUmesh Shah 140000 1.17 140000 1.17 0 0.00

Attachment-FIV. Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

iv) Shareholding of Directors and Key Managerial Personnel

Sr. No

Name Shareholding Date Increase/ Decrease

in the shareholding

Cumulative shareholding during the year (01.04.2015 to 31.03.2016)

No. of shares at the beginning

(01.04.2015)/ end of the year

(31.03.2016)

% of total shares of the

Company

No. of shares % of total shares of the

Company

Anil Monga, Managing Director

2891716 24.11 01.04.2015 0 2891716 24.11 31.03.2016 2891716 24.11 Rajesh Monga, Whole

Time Director 1023280 8.53 01.04.2015 0

1023280 8.53 31.03.2016 1023280 8.53 ShivazMonga, Executive

Director* 500070 4.17 01.04.2015 0

500070 4.17 31.03.2016 500070 4.17 Satish Chandra Gupta,

Non Executive& Independent Director

0 ----- 01.04.2015 0 0 ----- 31.03.2016 0 -----

Viresh Shankar Gupta, Non Executive & Independent Director

0 ----- 01.04.2015 0 0 ----- 31.03.2016 0 -----

Vijay Kumar Kakkar, Non Executive& Independent Director**

0 ----- 01.04.2015 0 0 ----- 31.03.2016 0 -----

Soni Benydin Jaiprakash, Non Executive& Independent Director

0 ----- 01.04.2015 0 0 ----- 31.03.2016 0 -----

Vinay Gujral, Company Secretary***

0 ----- 01.04.2015 0 0 ----- 31.03.2016 0 ----- Surinder Bhaya, GM(

Accounts) & Chief Financial Officer

0 ----- 01.04.2015 0 0 ----- 31.03.2016 0 -----

th* Mr. ShivazMonga has resigned as Executive Director of the Company with the effect from 30 October, 2015th** Viay Kumar Kakkar has resigned as Non Executive Independent Director of the Company with the effect from 30 October, 2015

th*** Mr. VinayGujral has resigned as Company Secretary of the Company with effect from 15 December, 2015

EMMSONS

28

Attachment: GV. Indebtedness Indebtedness of the Company including interest outstanding/accrued but not due for payment

Indebtedness at the beginning of the financial year (01.04.2015)

Secured Loan Excluding deposits

Unsecured Loan Deposits Total Indebtedness 31.03.2016

(i) Principle Amount 4,650,006,652.00 184,400,000.00 - 4,834,406,652.00 (ii) Interest due but not paid - - - -

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

Total ( I +ii+iii) 4,650,006,652.00 184,400,000.00 - 4,834,406,652.00

Change in Indebtedness during the financial year

Addition 2,084,397,916.00 - - 2,084,397,917.00

Reduction - - - -

Exchange Difference - - - -

Net Change 2,084,397,916.00 - - 2,084,397,917.00 Indebtedness at the end of the financial year (31.03.2016)

(i) Principle Amount 6,734,404,568.00 184,400,000.00 - 6,918,804,569.00

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

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

Total ( I +ii+iii) 6,734,404,568.00 184,400,000.00 - 6,918,804,569.00

Attachment: HVI. Remuneration of Directors and Key Managerial Personnel A. Remuneration to Managing Director, Whole Time Directors and/or Manager:

Sr. No

Particulars of Remuneration

Name of Managing Director/Whole Time Director Total Amount(In Rs.) Anil Monga

Managing Director Rajesh Monga Whole Time Director

ShivazMonga, Executive Director

1. Gross Salary (a) Salary as per

provisions contained in section 17(1) of the Income Tax Act, 1961

22,40,000 53,20,000 12,00,000 87,60,000

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

___ ------ 3,56,748 3,56,748

(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 22,40,000 53,20,000 15,56,748 91,16,748 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.


29

Sr. No.

Particulars of Remuneration Name of Directors Total Amount Satish Chandra

Gupta Vijay Kumar

Kakkar Viresh Shankar

Mathur Soni Benydin

Jaiprakash 1. Independent Directors ï Fee for attending

Board/Committee Meetings

260,000 100,000 160,000 40,000 560,000

ï Commission ----- ----- ----- ----- ----- ï Others ----- ----- ----- ----- ----- Total (1) 240,000 100,000 160,000 40,000 560,0002. Other Non Executive

Directors

ï Fee for attending Board/Committee Meetings

----- ----- ----- ----- -----

ï Commission ----- ----- ----- ----- ----- ï Others ----- ----- ----- ----- ----- Total (2) ----- ----- ----- ----- ----- Total(B)= (1+2) 240,000 100,000 160,000 40000 560,000 Total Managerial

Remuneration* 96,76,748*

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

Attachment: I

VI. Remuneration of Directors and Key Managerial Personnel:

B. Remuneration to other Directors

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

Attachment: J

VI. Remuneration of Directors and Key Managerial Personnel

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

Sr. No Particulars of Remuneration Name of Key Managerial Personnel Total Amount (In Rs.)

CEO SurinderBhaya GM(Accounts) & Chief Financial Officer

VinayGujral Company Secretary w.e.f 01/05/2015 to 15/12/2015

AmitShekhar Company Secretary upto 30th April, 2015

1. Gross Salary (a) Salary as per provisions

contained in section 17(1) of the Income Tax Act, 1961

------

2,125,134 378,641 71,242 2,575,017

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

14,583 16,839 ------- 31,422

(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 2,139,717 395,480 71,242 2,606,439

*Mr. AmitShekhar, Company Secretary has resigned fromCompany Secretary in the position of Key Managerial Personnel with effect thfrom 30 April, 2015, the remuneration shown above is the final payments to him for the financial year 2015-16

EMMSONS

30

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


Punishment

Compounding

C. Other Officers in default


Punishment

Compounding


31

Annexure-6 MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

The Financial Year 2015-16 was a difficult year for Indian Agro Commodities Exports. The global commodity markets seem to be undergoing some structural changes, which may have long term impact of India turning a net importer of agri-commodities. Exports of Agro Commodities, including Wheat, wheat flour and Garment & Textile Products registered negative growth, registered a decline by 50.27 in 2015-16.

IMPACT ON COMPANY'S PERFORMANCE

The Company's core business segment isexport of Agro Commodities was adversely affected due to above changes. The Company now looks to rebuild its business by expanding its products baskets.

OUTLOOK

Indian agro commodity export business is likely to remain under pressure in the coming year. The company now looks to add some import basket. Primary additions may be import of pulses from African continent.

FINANCIAL PERFORMANCE

The Company has faced tough time during the year and noted a substantialdecline 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. 378.42 Crores as compared to Rs 760.93 Crores in the previous financial year and incurred Net loss of Rs. 297.31 Crores as compared to Net Loss of Rs. 78.90 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 geared towards 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 growing requirement 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 differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic 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.

EMMSONS

32

REPORT ONCORPORATE GOVERNANCE

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:

S. No. Name Designation Executive / Non Executive/ Independent

1. Mr. Anil Monga Chairman & 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 ALONGWITH THEIR DIRECTORSHIP/CHAIRMANSHIP:

S. No

Name of Directors Attendance at the Company’s Board Meetings

Directorship of other Indian

Companies

Number of Chairmanship/Mem

bership other Board Committees

Attendance at the last AGM

1. Mr. Anil Monga 05 Nil Nil Yes 2. Mr. Rajesh Kumar Monga 06 Nil Nil Yes

3. Mr. Shivaz Monga 0 Nil Nil No

4. Mr. Vijay Kumar Kakkar 01 Nil Nil No

5. Mr. Viresh Shankar Mathur 04 04 03 Yes

6. Mr. Satish Chandra Gupta 06 08 11 Yes

7. Ms. Soni Benydin Jaiprakash* 01 Nil Nil No

# In accordance with Regulation 27 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, Memberships/Chairmanships of only the Audit Committees and Stakeholder Relationship Committees in all public limited companies (excluding Emmsons International Limited) have been considered.

* The Board of Directors has accepted the resignation of Mr. ShivazMonga as Executive Director and Mr. Vijay kumar kakkar as thNon Executive Independent Directorwith effect from 30 October, 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 notice to all the Directors of the Company. The Meeting of the Board is governed by structured agenda papers which are circulated to Directors generally one week before the meeting. All material information is incorporated in the agenda papers for facilitating meaningful and focused discussions at the meeting. In case of exigencies or urgency, resolutions are passed by circulation. The Board of Director at its succeeding meeting takes note of the resolution(s) which have been passed by way of Circulation.


33

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:

lAnnual operating plans, capital and revenue budgets and updates

lMinutes of meetings of Audit Committee and Other Committees of the Board

lDetails of Subsidiaries of the Company and its updates

lInformation on recruitment and remuneration of senior officers just below the Board level including appointment or removal of Chief Financial Officer and Company Secretary

lMaterially important Litigation, Show Cause, Demand, Prosecution and Penalty Notices

lStatus of Litigations by or against the Company

lAny material relevant default in financial obligation to and by the Company

lDetails of any Joint Venture or Collaboration Agreement

lFormation/reconstitution of Board Committees and terms of references

lAppointment, remuneration and resignation of Directors

lDisclosure of Director's interest and their shareholding

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

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

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2015-16:

During the year under review, your Directors have met 6 (Six) times, at the various dates, as mentioned herein below:

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 four Executive and Non-Executive Independent Director, namely Mr. Anil Kumar Monga Mr. Viresh Shankar Mathur, Ms. Soni Benydin Jaiprakash 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.

th* Mr. Vijay Kummar Kakkar has reigned on 30 October, 2015

No. of Board Meetings Held Dates of Board Meetings

01 28.05.2015

02 14.08.2015

03 30.10.2015

04 14.11.2015

05 30.11.2015

06 11.02.2016

EMMSONS

34

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

vMatters 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.

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

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

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

vCompliance with listing and other legal requirements relating to financial statements.

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

vQualifications in the draft audit report.

vManagement 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.stThe dates on which the meetings were held and attendance of the members of the Committee during the financial year ended 31

March, 2016 are as follows:

No. of Meetings Held Date of meetings

01 28.05.2015

02 14.08.2015

03 30.10.2015

04 14.11.2015

05 11.02.2016


35

NOMINATION AND REMUNERATION COMMITTEE

Constitution and Terms of Reference

The Nomination and Remuneration Committee comprises of Mr. Viresh Shankar Mathur, Ms. Soni Benydin Jaiprakash and Mr. Satish Chandra Gupta in the year 2015-16. The Nomination and Remuneration Committee is constituted as per the provisions of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, entered into with the Stock Exchange.

th * Mr. Vijay Kumar Kakkar has resigned on 30 October, 2015.

The broad terms of reference of the Nomination and Remuneration Committee shall identify persons who are qualified to become directors 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. To perform such other functions a may be necessary or appropriate for the performance of its duties

The details of the Nomination & Remuneration committee are as follows:

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

1 Mr. Viresh Shankar Mathur 5 4

2 Ms. Soni Benydin Jaiprakash 5 0

3 Mr. Satish Chandra Gupta 5 5

4 Mr. Anil Kumar Monga 5 2

5 Mr. Vijay Kumar Kakkar 5 2

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 remuneration to Non- Executive Directors, apart from their sitting fee for attending the meetings, during the financial year ended 31st March, 2016. 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 Chairman & Managing Director and Whole time Director during the financial year 2015-16 is as under:

Name Designation Tenure of appointment

Salary

(`)

Sitting Fees (`)

Commission

(`)

Other Perquisite

(`)

Total

(`)

Mr. Anil Monga Chairman & Managing Director

Five years w.e.f. 1.09. 2010

2,240,000 Nil - - 2,240,000

Mr. Rajesh Monga Whole Time Director

Three Years w.e.f. 1.01.2014

5,320,000 Nil - - 5,320,000

Mr. Shivaz Monga

Executive Director Five Years w.e.f. 12.08.2013.

1,200,000 Nil - 356,748 1,556,748

Mr. Vijay Kumar Kakkar Independent Director

Director

Director

Director

- Nil 100,000 Nil Nil 100,000

Mr. Viresh Shankar Mathur Independent - Nil 160,000 Nil Nil 160,000

Mr. Satish Chandra Gupta Independent - Nil 260,000 Nil Nil 260,000

Ms. Soni Benydin Jaiprakash Independent - Nil 40,000 Nil Nil 40,000

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.

No. of Meetings Held Date of meeting

01 14.08.2015

Sl. No. Name of the Members Meetings attended

1 Mr. Satish Chandra Gupta 01

2 Mr. Viresh Shankar Mathur 0

3 Mr. Vijay Kumar Kakkar 01

4 Ms. Soni Benydin Jaiprakash 0

EMMSONS

36

STAKEHOLDER RELATIONSHIP COMMITTEE

Constitution and Objective

The Board of Directors of the Company has constituted the Stakeholder Relationship Committee which is chaired by Mr. Satish Chandra 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 and Mr. Rajesh 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 statutory notification, 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 Regulation 20 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 and provisions of the Companies Act, 2013.

thMs. Sneha Khemka, has appointed as Company Secretary and Compliance officer of the Company w.e.f4 April, 2016 as perSEBI (Listing Obligations and Disclosure requirements) Regulations, 2015and performs as a secretary to the Committee her e-mail id is: [email protected].

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

The details of the Stakeholder Relationship committee are as follows:

thDue to resignation of Mr. Shivaz Monga as director of the company with effect from 30 October, 2015, he ceased to be member of the committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Constitution and Terms of Reference

The Corporate Social Responsibility Committee comprises of Ms. Soni Benydin Jaiprakash, Mr. Anil Monga and Mr. Rajesh Monga thin the year 2015-16. Mr. Vijay Kumar Kakkar and Mr. Shivaz Monga resigned from directorship with effect from 30 October,

2015, and hence ceased to be member of the committee. 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:

vTo 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

vTo recommend the amount of expenditure to be incurred on the CSR activitiesvTo monitor the implementation of the CSR Policy of the Company from time to timevTo advise the Board with respect to significant developments in the law and practice of Corporate Social Responsibility and

to make recommendations to the Board for appropriate revisions to the Company Corporate Social Responsibility PolicyvTo 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.

The details of the Corporate Social Responsibility committee are as follows:


1 Mr. Satish Chandra Gupta 02

2 Mr. Anil Monga 02

3 Mr. Rajesh Monga 02

4 Mr. Shivaz Monga 0


1 28.05.2015

2 14.11.2015


37


1 Ms. Soni Benydin Jaiprakash 01

2 Mr. Anil Monga 01

3 Mr. Rajesh Monga 01

4 Mr. Shivaz Monga 0


1. 11.02.2016

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 management or 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 ordinary course 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 (“the Code”). This Code is a comprehensive Code applicable to all Directors, Officers and employees working at various level ofthe 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 applicable laws, 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 Regulation 17(5) of SEBI(Listing obligations and Disclosure Requirements) Regulations, 2015

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 2015-16.


Sd/- Dated: 09.11.2017 (ANIL MONGA) Place: New Delhi Managing Director (DIN:00249410)

EMMSONS

38

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. 30th November, 2015 11.00 A.M NiryatBhawan, Rao Tula Ram Marg, Opp. Army Hospital Research & Referral, New Delhi -110057

2. 29th October, 2014 11.00 A.M NiryatBhawan, Rao Tula Ram Marg, Opp. Army Hospital Research & Referral, New Delhi -110057

3. 30th September, 2013 11.00 A.M NiryatBhawan, Rao Tula Ram Marg, Opp. Army Hospital Research & Referral, New Delhi -110057

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. 30th November, 2015 • Alteration in Article of Association

• Re-appointment of Mr. Anil MongaasManaging Director effective from 1 stSeptember, 2015 to 31st August, 2018 without remuneration.

2. 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. ShivazMonga for the financial year 2013-14 • Payment of remuneration to Mr. Anil Monga from 1st April, 2014 to 31st August, 2015. • Payment of remuneration to Mr. ShivazMonga from 1st April, 2014. • Re-appointment of Mr. Rajesh Monga as Whole Time Director effective from

1st January, 2014 • Authority to Borrow Money uptoRs. 300 Crores.

3. 30th September, 2013 • Re-appointment of Mr. ShivazMonga as Executive Director of the Company.

POSTAL BALLOT

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

MEANS OF COMMUNICATIONS:

a) Communication to Shareholders

The Company is maintaining a functional website i.e., www.emmsons.com, in compliance with the provisions of the Companies Act, 2013 and Listing Agreement. The website contains the following information:-

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

lShareholding pattern, compliance with Corporate Governance and contact information of designated official of the Company who are responsible for assisting and handling investor grievances.

lQuarterly/Half yearly/Nine- monthly and Annual Results.

lAnnual Report

lVarious Corporate Policies

lAll 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 Stakeholder Relationship 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.


39

d) Details of Non- Compliance

N.A.

GENERAL SHAREHOLDERS INFORMATION

Registered & Admin Office: 17, Community Centre, Zamrdupur, New Delhi-110048

Financial Calendar: st st1 April to 31 March

Book Closure :No AGM Held, hence no book closure.*

Dividend:The Board of Directors has not recommended any Dividend on Equity Shares of the Company for the financial year 2015-2016.

*Please see Addendum to the Directors' Report for further Book Closure

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- 110028Tel: 011-41410592, 41410594Contact Person: Mr. Bharat Bhushane-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:stAs at the end of 31 March 2016, 11,649,210 Equity Shares (97.11 % of the equity capital of the company) were dematerialized.

Results for the quarter ending June 30, 2016 In the mid of August 2016

Results for the quarter ending September 30, 2016 In the mid of November, 2016

Results for the quarter ending December 31, 2016 In the mid of February, 2017

Results for the quarter/year ending March 31, 2017 In the mid/end of May, 2017

Annual General Meeting for the year ending March 2017 Latest by September, 2017

EMMSONS

40

PHYSICAL, 346830(2.89%)

NSDL, 9804131(81.73%)

CDSL, 1845079(15.38%)

stDetails of Share Capital of the company as on 31 March, 2016 is as under:

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 month

stfor the year ended 31 March, 2016 are given below:

Particulars In Rs.

Authorised Capital 15,00,00,000

Issued and Subscribed Capital 11,99,60,400

Paid Up Capital 11,99,60,400

Month Share price (in Rs.) SENSEX

Highest Lowest Highest Lowest April-2015 22.00 15.40 29094.61 26897.54 May-2015 19.00 15.00 28071.16 26423.99 June-2015 16.45 8.30 27968.75 26307.07 July-2015 14.01 9.32 28578.33 27416.39 August-2015 13.09 8.75 28417.59 25298.42 September-2015 11.00 7.96 26471.82 24833.54 October-2015 10.98 9.02 27618.14 26168.71 November-2015 9.99 8.42 26824.3 25451.42 December-2015 8.98 6.95 26256.42 24867.73 January-2016 8.26 7.25 26197.27 23839.76 February-2016 9.57 7.60 25002.32 22494.61 March-2016 8.29 7.95 25479.62 23133.18

Stock Performance for the year 2015-16:

Sensex Movement for the year 2015-16:

High Low

2000021000220002300024000250002600027000280002900030000

Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar

High Low

Clo

sing

Sto

ck P

rice

in R

s. (a

t BS

ES)

Sen

sex

Mov

emen

t

SENSEXF.Y-2015-16

Stock Performance-Emmsons


41

Apr-

15

May

-15

Jun

-15

Jul-

15

Aug-

15

Sep

-15

Oct

-15

Nov

-15

Dec

-15

Jan

-16

Feb

-16

Mar

-16

.

0.00

5.00

10.00

15.00

20.00

25.00

F.Y-2015-16

stDistribution of shareholding as on 31 March, 2016:

Distribution of Shareholding among Promoter and Public as on 31st March, 2016

As the end of Financial year, i.e. 31.03.2016, 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:

Promoter Individual, 5736488

(47.82%)

Promoter Bodies Corporate, 606996

(5.06%)

Public Individual, 4758766

(39.66%)

Public NRI, 329404(2.75%)

SHAREHOLDING POSITION- PROMOTER & PUBLIC

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.

No. of Equity shares Number of Shareholders

%age Number of shares %age

1 to 500 1119 64.7195 142799 1.1904 501 to 1000 246 14.2279 213647 1.7810

1001 to 2000 136 7.8658 237550 1.9802 2001 to 3000 43 2.487 110527 0.9214 3001 to 4000 35 2.0243 131936 1.0998 4001 to 5000 10 0.5784 47427 0.3954 5001 to 10000 50 2.8918 398665 3.3233 10001 to ****** 90 5.2053 10713489 89.3085

Total 1729 100 11996040 100

EMMSONS

42

Public Bodies Corporate,

371714 (3.09%)NRI Individual,20460 (0.17%)

Public Clearing Members,

29176 (0.24%)

ADDENDUM TO THE DIRECTORS' REPORT

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Managerial Personnel.

The appointment of Directors is made pursuant to the recommendation of Nomination and Remuneration Committee (NRC).

The remuneration of Executive Directors comprises of Basic Salary and Perquisites & follows applicable requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if any, for payment of remuneration to Executive Directors is sought from time to time. At present, due to adverse financial position of the company, Executive Directors are working without remuneration.

The remuneration of Non-Executive directors comprises of sitting fees in accordance with the provisions of Companies Act, 2013 and reimbursement of expenses incurred in connection with attending the Board meetings, Committee meetings, General Meetings and in relation to the business of the Company.

A brief of the Remuneration Policy on appointment and remuneration of Directors, KMP and Senior Management is provided in the Report on Corporate Governance.

OBSERVATION ON AUDITORS' REPORT

The Board gives the following explanations to the para (vii) (b) in the Annexure A to the Auditors' Report to the member:

The Auditors have pointed out certain demands raised by Income Tax Authorities. The company has filed appeals against the demands, which are pending before CIT(A). The company is confident of succeeding in the appeals.

Further, the Board gives the following explanations to the para (viii) in the Annexure A to the Auditors' Report to the member:

The business of the company has been adversely affected by the global commodities market. This has resulted in tight liquidity position and affected company's ability to meet its financial obligations. The Company is making efforts to improve its operation.

OBSERVATION ON SECRETARIAL AUDIT REPORT

The board gives the following explanations on the Observations of the Secretarial Audit Report of the Auditor:

1. The Company has made late deposit of undisputed Statutory dues of provident fund, employee's state insurance fund, income tax, service tax due to financial crunch faced by the company.

2. The company has filed appeals against the demands, which are pending before CIT(A). The company is confident of succeeding in the appeals.

3. The business of the company has been adversely affected by the global commodities market. This has resulted in tight liquidity position and affected company's ability to meet its financial obligations. The Company is making efforts to improve its operation.

4. The Company made all its efforts to appoint Company Secretary & Compliance Officer within the stipulated time, however, it finally succeeded in doing so after slight delay.

st5. The company could not convene the Annual General Meeting for the financial year ended 31 March, 2016 within the stipulated/ extended time due to reasons beyond its control. The meeting could not be held due to non-availability of the accounts of overseas subsidiaries, which were required for preparation of consolidated financials. The company has since received the financial statement of all subsidiaries and has prepared the consolidated financials and going ahead with the Annual General Meeting.

st6. As the Standalone Balance Sheet for the financial year ended 31 March, 2016 has not been adopted in the Annual General Meeting, the company has not filed Standalone Balance Sheet with the ROC and for the same reason Annual Return has not


43

been filed. Further, due to circumstances beyond the control of the Company, there has been some delay in consolidation of the accounts of Overseas Subsidiaries. Further as the Company is not ready with Consolidated Audited Accounts, the Annual General Meeting has not been called, the purpose of which is to give true and fair view of the state of affairs of the Company.

7. The Company has made contribution towards the payment of Employee State Insurance, Gratuity and Provident Fund but with delay due to tight liquidity position of the Company.

INFORMATION WITH RESPECT TO THE RE-APPOINTMENT OF DIRECTORS:

Mr. Rajesh Monga:

Mr. Rajesh Monga (55) holds a bachelor degree. He is associated with the company since its inception. He is being energetically involved 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 shareholding in 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 their shareholding 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 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.

Annual General Meeting:




No. of Meeting Year Location Date &Time

23rd

2015-16 Niryat Bhawan, Rao Tula Ram Marg, Opp. Army Hospital Research & Referral, New Delhi -110057

24.05.2018 11.00. A.M

EMMSONS

44

Book Closure : Friday the 18th May, 2018 to Thursday the 24th Day of May, 2018 (both days inclusive)

CERTIFICATE ON CORPORATE GOVERNANCE

To the Members ofEmmsons International Limited

1. We have examined the compliance of conditions of Corporate Governance by Emmsons International Limited (“the Company”) for the year ended March31, 2016 as stipulated in Regulations 17-27, clause (b) to (i) of Regulations 46(2)and paragraph C,D, and E of schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Listing Regulations) pursuant to the listing Agreement of the Company with the Stock Exchange.

2. Compliance of the regulations of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the regulations of Corporate Governance. It is neither an audit nor an expression of the opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and explanations given to us, we certify that the Company has not fully complied with the conditions of Corporate Governance as stipulated in listing regulations including following:

i. The Company has not appointed Company Secretary and Compliance Officer for the period January 2016to March 2016;

ii. The Company has not convened and held the Annual General Meeting for the financial year ended 31stMarch, 2016;

iii. The Company has not filed annual return and financial statements Standalone as well as Consolidated for the financial year ended 31st March, 2016;

iv. The Company has not made contribution towards the payment of Employee State Insurance, Gratuity and Provident Fund;

v. The Company has made default in repayments of the loans or borrowings from banks;

vi. There are some delays in depositing undisputed statutory dues of provident fund, employee’s state insurance, income tax, service tax;

vii. Some dues of Income Tax have not been deposited on account of disputes.

4. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place: New Delhi For: Saurabh Agrawal & Co.Date: 09.11.2017 Company Secretaries

Sd/-Saurabh AgrawalM.No. 5430CP No. 4868


45

CEO/CFO CERTIFICATION

ToThe Board of DirectorsEmmsons International Limited

st(a) We have reviewed the financial statements and Cash Flow Statement for the year ended on 31 March, 2016 and 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 statements that 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 are fraudulent, 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 of the 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 to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit Committee:

i. Significance 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 management or an employee having a significant role in the company's internal control system over financial reporting.

thDate: 30 May, 2016 sd/- sd/-Place: New Delhi ( Anil Monga) ( Surinder Bhaya)

Chairman & Managing Director GM (Accounts) & CFO

EMMSONS

46

INDEPENDENT AUDITORS' REPORT

ToThe Members ofEMMSONS 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 31March 2016, 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, financial performance 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 for safeguarding 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 adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of 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 requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures 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 financial control 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 presentation of 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 the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements, 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 31 March, 2016 and its profit and loss and 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, 2016 (“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, a statement on the matters specified in the paragraph 3 and 4 of the Order.

2 As required by section 143(3) of the Act, we report that:


47

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account 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.

e) On the basis of written representations received from the directors as on 31 March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B” and

g) 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 :

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 34(f) to the financial statements

ii. The company do not have any long term contract including derivative.

iii. There has been no delay in transferring amount,required to be transferred to the investor education and protection fund by the company.

For Suresh & AssociatesFRN: 003316NChartered Accountants

Sd/-(CA Suresh K. Gupta)PartnerM. No. 080050

Date : 30th May, 2016Place : New Delhi

ANNEXURE – A TO THE INDEPENDENT AUDITORS’ REPORT

Statement on the matters specified in paragraph 3 and 4 of the Companies (Auditor’s Report) Order, 2016

The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31March 2016, 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 material discrepancies 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.

(c) According to the information and explanation given to us and on the basis of our examination of the records of the company, the title deeds of the immovable properties are held in the name of the company.

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48

(ii) (a) The management of the Company has conducted the physical verification of inventory at reasonable intervals during the year.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of 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) The Company has not granted any loans to companies, firm or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).Accordingly paragraph 3(iii) of the order is not applicable.

(iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has not granted any loans, investments, guarantees and security under provisions of section 185 and 186 of theCompanies Act, 2013.

(v) The Company has not accepted any deposits under provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company,there are some delays in depositing undisputed statutory dues of provident fund, employees’ state insurance, income-tax, service tax. On the basis of examination of records of the Company, we have not noticed any arrears of outstanding statutory dues which remain unpaid for more than six months from the date these become payable as on the last day of the financial year.

(b) According to the information and explanations given to us, below given dues of income tax, sales tax, service tax,excise duty, value added tax and cess have not been deposited with the appropriate authorities on account of disputes:

S. No. Period of Demand Amount Involved (` In lacs) Particulars of demand Appeal pending before

1 A.Y. 2004-05 8.60 Income Tax CIT (A)

2. A.Y. 2012-13 465.25 Income Tax CIT (A)

3 A.Y. 2013-14 23.43 Order by CPC-TDS u/s 154 CIT (A)

4 A.Y. 2014-15 2.71 Order by CPC-TDS u/s 154 CIT (A)

(viii) The company has defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders as given below:

SN Name of Lender Total Amount of Default (`In lacs) Period of Default

1 Oriental Bank of Commerce 30602.73 Due between May, 2015 to March, 2016

2 Indian Overseas Bank 14529.78 Due between March, 2015 to March, 2016

3 Bank of Baroda 7952.49 Due between May, 2015 to March, 2016

4 Allahabad Bank 8917.19 Due between July, 2015 to March, 2016

5 ICICI Bank 1.26 Due between February, 2016 to March, 2016

TOTAL 62003.46

(ix) In our opinion and according to the information and the explanations given to us the company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which those are raised.

(x) In our opinion no material fraud by the company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) In our opinion and according to the information and the explanations given to us and based on examination of records of the company, the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.


49

(xii) In our opinion and according to information given to us the company is not a nidhi Company. Accordingly paragraph 3(xii) of the order is not applicable.

(xiii) In our opinion and according to the information and the explanations given to us and based on our examination of the records of the company,all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where ever applicable and the details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and the explanations given to usthe company has not entered into any non-cash transactions with directors or persons connected with him under the provisions of section 192 of Companies Act, 2013

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934


Sd/-(CASuresh K.Gupta)PartnerM. No. 080050

Date : 30th May, 2016Place : New Delhi

Annexure - B to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

We have audited the internal financial controls over financial reporting of Emmsons International Limited as at 31March, 2016.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included

EMMSONS

50

obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Trial Balance in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


Sd/-(CASuresh K. Gupta)PartnerM. No. 080050Date : 30th May, 2016Place : New Delhi


51

BALANCE SHEET AS AT 31ST MARCH , 2016

P A R T I C U L A R S NOTES As at 31st March, 2016 31st March, 2015

` `

I. EQUITY AND LIABILITIES

Shareholders’ funds(a) Share capital 3 119960400 119960400 (b) Reserves and surplus 4 (2825150584) 147922274

Non-current liabilities(a) Long-term borrowings 5 840058317 1167545864 (b) Other Long term liabilities 6 185173200 2566694000 (c) Long-term provisions 7 15408728 24860546

Current liabilities(a) Short-term borrowings 8 5894346252 3482460788 (b) Trade payables 9 318831961 1554107076 (c) Other current liabilities 10 3723059489 1727733010 (d) Short-term provisions 11 577283854 6267885 TOTAL 8848971616 10797551843

II. ASSETSNon-current assets(a) Fixed assets 12 (i) Tangible assets 67188406 108855352 (ii) Intangible assets 86245 141526 (iii) Capital work-in-progress 600000 2464035 (b) Investments 13 114370635 113218270 (c) Deferred tax assets (net) 14 5430231 5430231 (d) Long-term loans and advances 15 1559687142 172457174 (e) Other non-current assets 16 97955787 318675069

Current assets(a) Inventories 17 36254659 2152079227 (b) Trade receivables 18 5899413380 5285489835 (c) Cash and cash equivalents 19 227235947 301437242 (d) Short-term loans and advances 20 812973284 2222259825 (e) Other current assets 21 27775900 115044057 TOTAL 8848971616 10797551843

III NOTES FORMING PART OF THE FINANCIAL STATEMENT

As at

As per our report of even date attached

For Suresh & Associates For and on behalf of the Board of Directors FRN No. 003316NChartered Accountants

Sd/- Sd/- Sd/- Sd/- Sd-(CA Suresh K. Gupta) (Anil Monga) (Rajesh Monga) (Surinder Bhaya) (Sneha Khemka) Partner Chairman & Director G.M. (Accounts) & CFO Company Secretary M. No. 080050 Managing Director DIN. 00249642

DIN. 00249410

Place : New DelhiDate : 30th May, 2016

EMMSONS

52

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016

P A R T I C U L A R S NOTES As at 31st March, 2016 31st March, 2015

` `

I. Revenue from operations 22 3606750119 7462951230 II. Other income 23 177405656 145076288

Total Revenue 3784155775 7608027518

III Expenses:(a) Purchases of goods traded 24 2233733410 6533620003 (b) Changes in inventories of goods traded 25 2115824568 298575408 (c) Employee benefit expenses 26 59707857 69129819 (d) Finance costs 27 1100883926 875858239 (e) Depreciation and amortization expense 12 7848891 11362772 (f) Other expenses 28 677306634 613436997

Total expenses 6195305286 8401983238

IV. Profit before exceptional items and tax (2411149511) (793955720)

V. Exceptional items 29 561923347 (3411360)

VI. Profit before tax (2973072858) (790544360)

VII. Tax expense: - (1495369)(1) Current tax - - (2) Deferred tax - (1495369)

VIII. Profit (Loss) for the period (2973072858) (789048991)

IX. Earnings per equity share: Basic and diluted (247.84) (65.78)

X. NOTES FORMING PART OF THE FINANCIAL STATEMENT

As at




DIN. 00249410



53

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2016

PARTICULARS Year ended Year ended 31st March'16 31st March'15

` `

A. CASH FLOW FROM OPERATING ACTIVITIES :Net Profit/(Loss) before taxation and extraordinary items (2,973,072,858) (790,544,360)Adjustment for : (Profit)/Loss on sale of fixed assets (37,825,491) 305,233 Depreciation 7,848,891 11,362,772 Bad Debts Written off - 4,437,274 Depreciation adjusted in other income - (1,395,417) Effect of exchange rate change (2,568,080) (Profit)/Loss on sale of Investment (4,826,836) (749,427) Dividend income (36,827) (28,691) Interest income (132,756,087) (143,341,622) Finance Cost Paid 1,100,883,926 875,858,239 OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (2,042,353,362) (44,095,999)Adjustment for : (Increase)/Decrease in Trade receivables & other receivables and advances (283,879,533) (2,002,110,336) (Increase)/Decrease in Inventories 2,115,824,568 298,575,408 Increase/(Decrease) in Trade Payables & other payables and liabilities (1,059,786,143) 3,663,625,991 Cash generated from operations (1,270,194,469) 1,915,995,064 Direct Tax Paid 119,143 10,943,583 Cash flow before extraordinary items (1,270,313,612) 1,905,051,481 Extraordinary items - - NET CASH FROM OPERATING ACTIVITIES (1,270,313,612) 1,905,051,481

B. CASH FLOW FROM INVESTING ACTIVITIES : Purchase of fixed assets (7,964,438) (3,143,143) Sale of fixed assets 81,527,301 135,000 Interest income 132,756,087 143,341,622 Sale of investment 6,242,551 2208957.05 Dividend received 36,827 28,691 NET CASH USED IN INVESTING ACTIVITIES 212,598,328 142,571,127

C. CASH FLOW FROM FINANCING ACTIVITIES : Net Proceeds/(Repayment) of long term borrowings (327,487,547) 1,047,154,175 Net Proceeds/(Repayment) of short term borrowings 2,411,885,463 (2,156,270,364) Finance Cost Paid (1,100,883,926) (875,858,239)NET CASH USED IN FINANCING ACTIVITIES 983,513,990 (1,984,974,428)Net increase in cash and cash equivalents (74,201,295) 62,648,180 Opening cash and cash equivalents balance (See Note) 301,437,242 238,789,061 Closing cash and cash equivalents balance (See Note) 227,235,947 301,437,242

Note to the cash flow statementCash and Cash EquivalentsCash and cash equivalents included in the cash flow statement comprise thefollowing balance sheet amounts.

- Cash in hand and balances with banks 4,944,544 28,087,812 - Margin with Bank and Accrued Interest 222,291,403 273,349,430 - Cash and cash equivalents as restated 227,235,947 301,437,242As per our report of even date attached



DIN. 00249410Place : New DelhiDate : 30th May, 2016

EMMSONS

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NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH , 2016

1 Corporate Information:

"The Company is engaged in Trading of Agro/Energy Commodities having global presence. The commodities traded include Rice, Wheat, Sugar, Maize, Soya meal, Barley, Pulses,Coal ,Garment and Textile Products .The company has maintained long and 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 Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards referred to in Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules , 2014. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements 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 make estimates 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 preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences 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 an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible 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 is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based 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 has capitalized all costs relating to acquisition and installation of tangible fixed assets. Capital work in progress includes assets 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 has capitalized 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 Standard AS-26.

(h) Revenue Recognition

"The accrual basis of accounting has been followed in respect of income and expenditure. Sales figures are net of sales tax. The Export Sale is recognized at the time of issuance of Bill of Lading.Interest income is recognized on an accrual basis on time proportionate basis, based on interest rates implicit in the transaction. Dividend income is recognized on receipt basis."

(i) Taxes on income

The Deferred tax expense or benefit is recognized on timing differences being the difference between taxable incomes and 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 substantively enacted by the balance sheet date.


55

(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 exchange prevailing on the date of the Balance Sheet except investment in shares of subsidiary company which has been carried at historic cost.. All Exchange differences are dealt with in the Profit and Loss Account except for investment 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 rate and spot rate at the date of the contract is recognized in the statement of the profit and loss over the life of the contract and difference between the spot rate at the date of contract and the exchange rate prevailing on the balance Sheet date is recognized as per Accounting Standard (AS) -11 (Revised) issued by the Institute of Chartered Accountants of India. Any Profit or Loss arising on cancellation or renewal of forward exchange contract is recognized as Income or as expenses for the year.

(k) Inventories

Items of Inventories are valued at cost or net realizable value, whichever is lower using FIFO method.

(l) Investments

Long term investments are stated at cost less provision for other than temporary diminution in value. Current investments 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 that an 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 the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date 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 loss 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 Loss Account 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 shareholders by the weighted average number of equity shares outstanding during the period. Diluted Earnings per share are not different 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 of Rs.10 /- each.

As at As at 31st March, 2016 31st March, 2015

` `

Authorised15000000 Equity Shares of Rs. 10/- each 150000000 150000000

(March 31, 2015:15000000 Equity Shares of Rs. 10/- each)

Issued, subscribed and fully paid up shares11996040 Equity Shares of Rs. 10/- each 119960400 119960400

(March 31, 2015:11996040 Equity Shares of Rs.10/- each) 119960400 119960400

EMMSONS

56

4 Reserve & Surplusa) Capital ReservesOpening balance 24951000 24951000 Closing Balance 24951000 24951000

b) Securities Premium AccountOpening balance 222903800 222903800 Closing Balance 22903800 222903800

c) General Reserves Opening balance 163473000 163473000 Closing Balance 163473000 163473000

d) Surplus/ (Deficit) in the statement of profit and loss Opening balance (263405526) 533029251 Add/(Less) Net Profit/(Net Loss) For the current year (2973072858) (789048991)Add/(Less) Short / Excess provision of Income Tax for earlier Years - (1122023)Add/ (Less) : Adjustment for depreciation consequent to adoption ofCompanies Act 2013 - (6263763)Closing Balance (3236478384) (263405526)

Total Reserve & Surplus (2825150584) 147922274

5 Long-term borrowingsTerm Loans From BanksSecured 816458317 1142726530 From Other PartiesSecured 23600000 24819334

840058317 1167545864

(ii) Reconciliation of the shares outstanding at the beginning and at the end of the reporting pereioda) Equity shares

Particulars As at 31st March, 2016 As at 31st March, 2015

No of Amounts No of AmountsShares in `

At the beginning of the period 11996040 119960400 11996040 119960400

Outstanding at the end of the period 11996040 119960400 11996040 119960400

b) Detail of shares holding more than 5% shares in the company

No of % holding in No of % holding in Shares the class Shares the class

Equity shares of Rs. 10 each fully paid upAnil Monga 2891716 24.11 2891716 24.11Rajesh Monga 1023280 8.53 1023280 8.53Emmpac Holdings Pvt. Ltd. 606996 5.06 606996 5.06

Shares in `

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


57

7 Long Term Provisions(a) Provision for employee benefits: (i) Provision for gratuity 10743689 17603520 (ii) Provision for leave encasement 4665039 7257026

15408728 24860546 8 Short-term borrowings

(a) Loans repayable on demandFrom banksSecured 5894346252 3482460788

5894346252 3482460788

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 Stocks and 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, equitable mortgage of Properties and Personal guarantees of Directors

9 Trade payablesOther than Acceptances 318831961 1554107076

318831961 1554107076 10 Other Current Liabilities

(a) Current maturities of long-term debt 632267935 343804324 (b) Other payables (i) Statutory Dues 5147714 4410738 (ii) Advances from customers 2565399769 1339199399 (iii) Expenses Payable 519122071 40318549 (iv) Security Deposit 1122000 -

3723059489 1727733010 11 Short Term Provisions

(a) Provision for employee benefits 11542227 6148742 (b) Others (i) Provision for Wealth Tax - 119143 (ii) Provision for Impairment Losses on investment in subsidiary 565741627 -

577283854 6267885

(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) Life Insurance corporation of India Term Loan - Secured against Keyman Insurance Policy -Repayable on maturity of policy.


` `

6 Other Long term liabilities Security deposit received 773200 1425000 Advance from Customers - 2380869000 Loan from OthersUnsecured 184400000 184400000

185173200 2566694000

EMMSONS

58

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59


` `

13 InvestmentsInvestments in Equity InstrumentsUnquoted equity Instruments a) Investments in Subsidiaries

(I) (a) 99999 ( 31 March 2015 : 99999) equity shares of CHF 10/- each fully paid up in Emmsons SA 41070980 41070980

(b) Share application money pending allotment in Emmsons SA 45248750 42680670(ii) 4 ( 31 March 2015 : 4) Equity shares of AED 50000/- each fully paidup in Emmsons Gulf DMCC 2706064 2706064

(iii) 300000( 31 March 2015 :300000) Equity shares of USD 1/- eachfully paid up in Emmsons Grains Limited 15816600 15816600

104842394 102274314 b) Investments in other than subsidiaries

(i) 877300 ( 31 March 2015 : 877300) Equity shares of Rs.10/- each fully paid up in "Emmsons Infotech Limited" 8773000 8773000

8773000 8773000

Quoted equity Instruments (i) Nil (31 March 2015: 2123) Equity shares of Rs.2/- Each fully

paid up in Ashapura Minechem Limited - 121436 (ii) Nil (31 March 2015:1500)Equity shares of Rs.1/- Each

fully paid up in Godrej Industries Limited - 235129 (iii) 50000 (31 March 2015: 50000) Equity shares of Rs.1/- Each

fully paid up in K-Lifestyle Industries Ltd. 10500 10500 (iv) Nil (31 March 2015: 35000) Equity shares of Rs.1/- Each

fully paid up in Marksans Pharma Limited - 722453 (v) Nil (31 March 2015: 30000) Equity shares of Rs.10/- Each

fully paid up in Nitin Spinner Ltd. - 336697 (vi) 53900 (31 March 2015:53900) Equity shares of Rs.1/- Each

fully paid up in Sterling Bio Tech Ltd. 466235 466235 (vii) 37438 (31 March 2015: 37438)-Equity shares of Rs.1/- Each

fully paid up in Sterling International Enterprises Ltd. 271426 271426 (viii) 3000 (31 March 2015: 3000) Equity shares of Rs.10/- Each

fully paid up in Zenith Computers Ltd. 7080 7080 755241 2170956

114370635 113218270 14 Deferred tax assets (net)

Deferred tax liabilityFixed assets : Impact of tax on difference on value of fixed assetsbetween book balance and WDV as per Income Tax Act 4295429 4295429 Gross deferred tax liabilities 4295429 4295429

Deferred tax assetsImpact of Tax on expenditure charged to the statement of profit and lossin the current year but allowable in future for tax purpose on payment basis 9725660 9725660 Gross deferred tax assets 9725660 9725660

Net deferred tax assets/ (liability) 5430231 5430231

15 Long term Loan and Advances(a) Capital AdvancesUnsecured, considered good 4500000 4500000

4500000 4500000 (b) Security DepositsSecured, considered good 17663499 18229902 Unsecured, considered good 1232364 2471499

18895863 20701401

EMMSONS

60

(c) Loan and advances to related partiesUnsecured, considered good 1528890391 143654308

1528890391 143654308 (d) Loan and advances to employees

Unsecured, considered good 262462 361462 262462 361462

(e) Advances recoverable in cash or in kindUnsecured, considered good(i) Income tax refund (A.Y. 2010-2011) 252150 252150 (ii) Income tax refund (A.Y. 2015-2016) 4003720 - (iii) TDS/Advance Tax Paid 2882556 2987853

7138426 3240003 1559687142 172457174

16 Other non current assetsUnsecured, considered good(i) Realisable value of Keyman Insurance Policy 33339240 29520960 (ii) Licenses in hand - 214673628 (iii) Advances to Suppliers 64616547 74480481

97955787 318675069 17 Inventories

(a) Stock in trade (Finished Goods) 36254659 2151493391 (b) Goods in transit - 585836

36254659 2152079227 18 Trade Receivable

Trade receivables outstanding for a period less than six monthsUnsecured, considered good 726457951 316009427 Trade receivables outstanding for a period exceeding six monthsUnsecured, considered good 5160018713 4954957200 Unsecured, considered doubtful 12936716 14523208

5899413380 5285489835 19 Cash and cash equivalents

(i) Cash and cash equivalents(a) Balances with banks

In current accounts 4222037 26438100 In EEFC accounts - 9306

(b) Cash on hand 722507 1640405 (c) Balance with bank to the extent held as margin money as deposits with maturity of less than three months 25856459 36789014

(ii) Other bank balances(a) Balance with bank to the extent held as margin money as depositswith maturity of more than three months 196434944 236560416

227235947 301437242 20 Short term Loan and Advances

(a) Loan and advances to related partiesSecured, considered good - 1199531250

- 1199531250 (b) Loan and advances to employees


(c) Advances recoverable in cash or in kindUnsecured, considered good(i) Service Tax Refund Receivable 26824479 36106297 (ii) Prepaid expenses 71821791 201798792

98646270 237905090


` `


61

(d) Advances to SuppliersUnsecured, considered good 643796136 708274448

643796136 708274448 (e) Advances to Creditors for expenses


812973284 2222259825 21 Other Current Assets

(a) Accruals (i) Interest accrued on deposits 18410606 9550489

(b) Others (i) Export Incentive Receivable 7720535 105457624 (ii) Insurance Claim Receivable 1644759 35944

27775900 115044057 22 Revenue from Operations

a) Sale of goods traded (Refer Note no. 22(i) below)(i) Domestic 2470877632 2141439538 (ii) Export 1055795692 5243204223

3526673324 7384643761 b) Other operating revenues(i) Export Incentives received (178559204) 64934248 (ii) Difference in exchange 228512535 (1701852)(iii) Discount Received 5838179 1041946 (iv) Commission Received 21826664 - (v) Contract Settlements 2368474 (22008050)(vi) Forward Contract Forex Gain - 35123416 (vii) Shortage Recovered - 839789 (viii) Receipt from Hotel Booking 90148 42038 (ix) Receipt From Travel Related service - 35935

80076795 78307469 3606750119 7462951230

Note no. 22(i) : sale of goods traded includes -Rice 1576835565 860957110 Maize 22500000 625763405 Wheat 149083443 1726058995 Wheat Flour 278809163 - Pulses 196879055 571567187 Sugar 53434107 761935050 Almonds 284652303 804640813 Garment and Textile Products 626462640 749261810 Other Items 338017049 1284459391

3526673324 7384643761 Note: Sale of goods traded : other items include sale of coal, millet,

rapeseed , shorghum soyabean oil, barley, palm oil and packing material.

23 Other IncomeInterest Income 132756087 143341622 Dividend Received 36827 28691 Net Gain/Loss on sale of Investments 4826836 749427 Loss /(Profit) on Sale of Fixed Assets 37825491 (305233)Insurance Claim Recd. 1608815 155062 Dispatch Earned - 348284 Rent Received 351600 - MTM-Commodity - (636983)Excess provision of depreciation written back - 1395417

177405656 145076288

EMMSONS

62


` `

24 Purchases of goods traded includes:Rice 917541696 946672486 Maize - 465330211 Wheat - 1292876027 Wheat Flour 233202141 - Pulses - 490436062 Sugar 45992840 645251340 Almonds 283096387 801167326 Garment and Textile Products 436190705 845206902 Other Items 317709642 1046679649

2233733410 6533620003

Note: Purchase of other items include purchase of coal, Millet, rapeseed , shorghum soyabean oil, barley, palm oil and packing material.

25 Changes in inventories of stock in tradeInventories at the end of the year (refer note no. 25(i)(a) Stock in trade 36254659 2151493391 (b) Goods in transit - 585,836.00

36254659 2152079227 Inventories at the beginning of the year:(a) Stock in trade 2152079227 2450654635

2152079227 2450654635

(Increase)/Decrease in inventories 2115824568 298575408

Note no. 25 (i) Rice 4612500 1417657514 Maize - 72110584 Wheat - 197003707 Pulses - 205954974 Sugar - 2359582 Other Items 31642159 256992866

36254659 2152079227

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 53570008 64968509 (b) Contributions to -(i) Provident fund 2961025 3986540 (ii) Employee State Insurance 92551 117650 (c) Gratuity 2418312 (856918)(d) Staff welfare expenses 665961 914038

59707857 69129819

27 Finance Cost(a) Interest expense 973313742 692556550 (b) Other borrowing costs 127570184 183301690

1100883926 875858239


63


` `

28 Other ExpensesBusiness Promotion 1593857 2144055 Discount Allowed 1346127 11056570 Documentation Charges 679462 2099262 Festival Celebration 35720 16200 Freight & Cartage 53321615 355996090 Fumigation & Phyto Expenses 360600 6723984 Inspection Charges 1226916 9503879 Insurance 4191399 6172293 Legal and Professional Charges 14196280 22451803 License & Registration Fees 7552 254208 Port Charges 17600 6181017 Postage and Telegram 481497 537802 Power & Fuel -Electricity & Water Expenses 2252819 2421487 Rent 9524198 22330775 Printing, Stationery, Periodicals & Books 455653 714435 Payments to Auditor's 572500 842700 Rates & Taxes 32649 221150 Repairs and maintenance - Buildings 344833 1127561 Repairs and maintenance - Machinery 201389 137280 Repairs and maintenance - Others 2973037 3847908 Retainer ship & Consultancy Charges 8293546 9436592 Security/Commodity Transaction Tax 6258 2658 Sitting Fee 560000 660000 Stamping & Filling Fees 574281 790065 Survey Fees - 74409 Telephone Expenses 1441783 2009703 Travelling Expenses(including Foreign Travel) 13591125 22785897 Vehicle Repair & Maintenance Expenses 2660523 4220152 Advertisement and Publicity 209187 1807869 Brokerage and Commission 1668831 9074446 Detention, Demurrage & Claim 382807 5159365 Meeting & Seminar Expenses 71602 558891 Membership Fees and Subscriptions 1952612 1679215 Packing Charges 171186 949168 Balance written off 23357973 (1768189)Bad debts written off - 4437274 Miscellaneous Expenses 679667 859554 Provision for doubtful Debts 527869552 95919468

677306634 613436997

29 Exceptional ItemsIncrease in Realisable Value of Keyman Ins. Policy (3818280) (3411360)Provision for Impairment Losses on investment in subsidiary 565741627 -

561923347 (3411360)

EMMSONS

64


` `

Particulars

Gratuity Other defined benefit plans (Leave Encashment)

Gratuity Other defined benefit plans (Leave

Encashment)

Components of employer expenseCurrent service cost 1320990 506627 1801284 390072Past service cost - 955130 - -

Interest cost 1566826 665011 2036910 858587Expected return on plan assets - - - -

Curtailment cost / (credit) - - - -

Settlement cost / (credit) - - - -

Actuarial losses/(gains) (469504) 173555 (4695112) (691944)Total expense recognized in the Statement of Profit and Loss 2418312 2300323 (856918) 556715

Particulars

Present value of obligation as atbeginning of the period 20087512 8525787 22383622 9435017Acquisition adjustment - - - -Interest cost 1566826 665011 2036910 858587Past service cost - 955130 - -Current service cost 1320990 506627 1801284 390072Curtailment cost / (credit) - - - -Settlement cost / (credit) - - - -Benefit paid (4811758) (3662629) (1439192) (1465945)Actuarial gain/(loss) on obligations (469504) 173755 (4695112) (691944)

Obligation as on closing of the year 17694066 7163681 20087512 8525787

(ii-a) Expenses recognized during the year

(ii-b) Table showing changes in present value of obligations during the period:

As at 31st March, 2015`


Gratuity Other defined benefit plans (Leave Encashment)

Gratuity Other defined benefit plans (Leave

Encashment)




65

30 Employee benefit plans

(i) Defined contribution plans

Particulars

Employer's contribution to provident fund

Employer's contribution to ESI

Employer's contribution to provident fund

Employer's contribution to ESI

Contribution to defined

The Company offers the gratuity and leave encashment employee benefit schemes to its employees.

As per the Accounting Standard 15 ‘Employee Benefits’ the disclosure of employee benefit as defined in the Accounting Standard are given below:

Contribution to Defined Contribution Plans, recognized as expenses for the year is as under:

As at 31st March, 2016 As at 31st March, 2015` `

(ii) Defined benefit plans

The following table sets out the amount recognized in the financial statements:

2961025 92551 3986540 117650contribution plans

(ii-d) Reconciliation of fair value of assets and obligations:

Particulars

Gratuity Other defined benefit plans

(Leave Encashment)

Gratui ty Other defined benefit plans

(L eave Encashm ent)

Fair value of plan

assets -

-

Present value of obligations 17694066 7163681 20087512 8525787Amounts recognized

in

balance

sheet 17694066 7163681 20087512 8525787

Gratuity Other defined benefit

plans

(Leave Encashment)

Gratui ty Other defined benefit

plans

(L eave Encashm ent)

For

all ages 10% per

annum 10% per

annum

Financial

Assumptions:

Gratuity Other defined benefit

plans (Leave

Encashment)

Gratui ty Other defined benefit

plans (L eave

Encashm ent)

Discount Rate 7.70% 7.70% 7.80% 7.80%Rate of increase in

compensation level 6.50% 6.50% 6.50% 6.50%Rate of return on plan assets - - - -

As at 31st March, 2016` `

(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-e) Actuarial Assumptions:

Demographic Assumptions:

Mortality: Published rates under Indian Assured Lives Mortality (2006-2008) ultimate table are used of calculations as on 31.03.2016

Withdrawal : Withdrawal rate are in accordance with the following table:

EMMSONS

66

As at 31st March, 2015

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 disclosureAs 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 11101748(17849053)

Sitting fee Key Managerial Personnel's 560000(660000)

Rent Key Managerial Personnel's 300000(300000)

Sales Subsidiary 15410826(2978635355)

Interest Income Subsidiary 100720094(121959466)

Purchase Stepdown Subsidaries - (148018237)

Provision for Impairment Losses on investment in subsidiary Subsidiary 565741627 (Nil)

Note: Figures in bracket relate to the previous year.


67

(c) Disclosure of material transactions:

Current year Previous year` `

Salaries, allowances & perquisite

Mr. Anil Monga (Chairman & Managing Director) 2465000 5778393

Mr. Rajesh Monga (Whole time Director) 5690000 5560000

Mr. Shivaz Monga (Executive Director) 2946748 6510660

Sitting fee

Mr. Satish Chandra Gupta 260000 240000

Ms. Soni Benydin Jaiprakash-Director 40000 -

Mr. Vijay Kumar Kakkar 100000 240000

Mr. Viresh Shankar Mathur 160000 180000

Rent

Mr. Anil Monga 300000 300000

Sales

Emmsons Gulf DMCC 15410826 1732128672

Emmsons Asia Pte Ltd. - 1246506683

Interest Income

Emmsons Gulf DMCC 100720094 84829279

Emmsons Grains Limited - 37130187

Purchase

Emmsons Asia Pte Ltd. - 148018237

Provision for Impairment Losses on investment in subsidiary

Emmsons Grains Limited 565741627 -

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 (`) (2973072858) (789048991)

(b) Weighted average number of shares outstanding during the year 11996040 11996040

(c)Nominal Value per share (`) 10 10

(d) Basic and diluted earning per share (in `.) d=(a/b) (247.84) (65.78)

EMMSONS

68

Particulars

Particulars

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 3311598640 3123649796

(c) Other guarantees - 20000000

(d) As per amendment in the Payment of Bonus (Amendment) Act, 2015 vide notification No. 6 dated 1st January, 2016, bonus celing has been revised effective retrospectively for financial year 2014-15, but no provision has been made in books of accounts as stay has been granted by various High courts. The amount on account of this amendments stands at ̀ . 16868/-.

(e) Tax Demand totaling ̀ . 8.60 Lacs for AY 2004-2005, ̀ . 465.25 Lacs for AY 2012-13, ̀ . 23.43 Lacs for AY 2013-2014 and `. 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 `. 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 `.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.

35 In a suit for recovery against Harshvardhan Chemicals & Minerals Ltd., Udaipur (HCML), the High Court of Delhi has passed a decree of ̀ . 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 The company has made investments in its wholly owned subsidiary viz Emmsons Grains Limited, Cyprus. However , there is impairment in the value of investment due to devaluation of currency in its stepdown subsidaries in Ukraine and accumulated losses as on 31st December, 2015. Accordingly, the company has made a provision for ` 5657.42 Lacs during the year on account of the said impairment in the value of investment.

37 Auditors remuneration

Particulars Current year Previous year` `

As auditors - statutory audit 400750 617980For taxation audit fees 114500 168540For taxation matters - - For Limited review 57250 56180

38 Value of imports calculated on CIF basis :


Traded goods (Including Highseas purchase) 264881178 819986660

39 Expenditure in foreign currency :


Interest on foreign borrowings 65985200 24234501Other matters 3097038 145281898Dividend - -


69

40 Earnings in foreign exchange

Current year Previous year` `.

Export of goods calculated on FOB basis 1016840094 4911610068Other Income-Commission 21826664 - Interest Income 100720094 121959466

41 Unhedged foreign currency exposureThe Company is in the business of export and import of commodities. The net unhedged foreign currency exposure as on 31.03.2016 is USD 55.70 Million and Euro 6.60 Million total equivalent INR 41872.72 lacs ( 31.03.2015 USD 26.19 Million and Euro 9.41 Million total equivalent INR 22690.70 lacs)

42 Disclosure as per regulation 34(3) of "SEBI (Listing obligations & Disclosure requirments) Regulation , 2015 ("Listing Regulations") Loans and advances in the nature of loans given to subsidiaries:


(a) Emmsons Gulf DMCCDue at the end of the year 629297934 593582308Maximum outstanding during the year 629297934 593582308

(b) Emmsons Grains LtdDue at the end of the year 565741627 534520627Maximum outstanding during the year 565741627 534520627

43 Micro and small enterprisesDisclosure 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, 2016 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.




DIN. 00249410


EMMSONS

70

BALANCE SHEET AS AT 31ST MARCH, 2016 (US$)(fig. in Millions)

Particulars STANDALONE CONSOLIDATED


Shareholders’ funds

(a) Share capital 1.81 1.81

(b) Reserves and surplus (42.64) (112.12)

Minority Interest - 1.49

Non-current liabilities

(a) Long-term borrowings 12.68 35.02

(b) Other Long term liabilities 2.80 3.59

(c) Long-term provisions 0.23 0.41

Current liabilities

(a) Short-term borrowings 88.97 168.10

(b) Trade payables 4.81 2.94

(c) Other current liabilities 56.20 60.77

(d) Short-term provisions 8.71 9.37

TOTAL 133.57 171.37

II. ASSETS

Non-current assets

(a) Fixed assets

(i) Tangible assets 1.01 3.82

(ii) Intangible assets 0.00 76.52

(iii) Capital work-in-progress 0.01 0.01

(b) Investments 1.73 0.31

(c) Deferred tax assets (net) 0.08 0.89

(d) Long-term loans and advances 23.54 0.50

(e) Other non-current assets 1.48 1.48

Current assets

(a) Inventories 0.55 0.61

(b) Trade receivables 89.05 64.88

(c) Cash and cash equivalents 3.43 4.89

(d) Short-term loans and advances 12.27 17.04

(e) Other current assets 0.42 0.42

TOTAL 133.57 171.37

Conversion Rate: INR 66.25 per US$ (Closing Rate as on 31.03.2016)


71

STATEMENT OF PROFIT AND LOSS FOR THEY EAR ENDED 31ST MARCH, 2016 (US$)(fig. in Millions except EPS )

Particulars STANDALONE CONSOLIDATED

I. Revenue from operations 54.44 70.42

II. Other income 2.68 1.25

Total Revenue 57.12 71.67

III Expenses:

(a) Purchases of goods traded 33.72 49.08

(b) Changes in inventories of goods traded 31.94 32.10

(c) Employee benefits expense 0.90 1.91

(d) Finance costs 16.62 21.30

(e) Depreciation and amortization expense 0.12 0.22

(f) Other expenses 10.22 58.39

Total expenses 93.51 162.99

IV. Profit before exceptional items and tax (36.39) (91.32)

V. Exceptional items 8.48 14.92

VI. Profit before tax (44.88) (106.24)

VII. Tax expense: - (0.28)

(1) Current tax - 0.00

(2) Deferred tax - (0.28)

VIII. Profit (Loss) for the period (44.88) (105.96)

IX. Minority interest - (0.02)

(44.88) (105.95)

X. Profit for the year

XI Earnings per equity share: Basic and diluted (In US$) (3.74) (8.83)

Conversion Rate: INR 66.25 per US$ (Closing Rate as on 31.03.2016)

EMMSONS

72

TO THE MEMBERS OF EMMSONS INTERNATIONAL LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of EMMSONS INTERNATIONAL LIMITED (hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), comprising of the Consolidated Balance Sheet as at 31st March, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”). Emmsons Grains

st stLimited, subsidiary of holding company, changed its reporting date from 31 March to 31 December. As a result, the financial statement of this subsidiary are presented for the nine month period ended December' 2015.

Management's Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group entities 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. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of 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, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the 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 thereunder.

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 requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements 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 consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company'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 to in Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries, the aforesaid consolidated financial statements 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 consolidated state of affairs of the Group as at 31st March, 2016, and their consolidated loss and their consolidated cash flows for the year ended on that date.

Other Matters

We did not audit the financial statement / financial information of the M/s Emmsons Gulf DMCC-Dubai, M/s Emmsons Grains Limited Cyprus and M/s Emmsons SA- Aigle subsidiary companies whose financial statements / financial information reflect total


73

AUDITOR'S REPORT TO THE BOARD OF DIRECTIORS OF EMMSONS INTERNATIONAL LIMITED ON THE COSOLIDATED FINANCIAL STATEMENTS OF EMMSONS INTERNATIONAL LIMITED

assets of AED 320335883 (`57747.62 lacs), USD 2767774 (`1833.65 lacs), CHF 1486787 (`1009.36 lacs) as at 31st March,2016, total revenues of AED 59409226 (Rs. 10709.83 lacs), USD NIL (Rs. Nil ), CHF NIL (` NIL) , and net cash inflow amounting to AED -4649024 (`-838.09lacs), USD -140 (`-0.09lacs)respectively for the year ended on that date, as considered in the consolidated financial statements. This financial statement / financial information has been audited by other auditor whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiary and our report in terms of sub-sections (3) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiary is based solely on the reports of the other auditor.

These subsidiaries are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Company's management has converted the financial statements of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company's management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Company and audited by us.

Emphasis of Matter

Without qualifying our opinion, we draw attention to:sta) The financial statements of M/s. Emmsons Gulf DMCC – Dubai (a subsidiary) for the year ended 31 March 2016 were

audited by other auditors in accordance with International Financial Reporting Standards, who have expressed thfollowing comments in their report dated 30 December, 2017 which reads as under (figures in rupees provided):

“During the period, the company has incurred net loss of AED 198,850,685/- (`35847.23 lacs) (in year stended31 March, 2015 was AED 53,287,545/-(`9061.06 lacs) and total liabilities exceeded total assets by AED

182,362,856/-(` 32874.94 lacs), the group has also defaulted on repayment of loans instalments. This indicates the existence of material uncertainty which my cast significant doubt about the ability of the company to continue as going concern however the financial statement has been prepared on a going concern basis as the shareholder has agreed to provide necessary financial support to enable the entity to continue its operation and settle obligations as and when they fall due.”

We draw attention towards Standalone financial statements of the holding company which is apparently under financial stress and in our opinion is not in a position to provide financial support to its subsidiary to enable the entity to continue its operations. Therefore matter emphasised by the auditors of M/s Emmsons Gulf DMCC – Dubai, be read accordingly.

(b) The financial statements of M/s. Emmsons Grains Limited – Cyprus (a subsidiary) for the year ended 31st December 2015 were audited by other auditors in accordance with International Financial Reporting Standards, as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113, who have expressed following comments in their report dated 13th April 2016 (Figures in rupee provided):

“We draw attention to Note 2 to the financial statements which indicate that the Company incurred a net loss stamounting to US$ 6,431,496 (` 4260.87 lacs) during the year ended 31 December 2015 and, as that date, its current

liabilities exceeded its total assets by US$ 11,282,836 (` 7408.63 lacs). Our opinion is not qualified in respect of this matter.”

The Holding Company has sold its holdings in the above subsidiary in FY 2016-17 at significant loss which has been accounted for in FY 2016-17.

st(c) The financial statements of M/s. Emmsons S.A – Aigle (a subsidiary) for the period ended 31 March 2016 were audited rdby other auditors, who have expressed following comments in their report dated 3 March 2017 (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.-(`203.67 lacs) the board of directors has waived inform the judge, in accordance with Article 725 al 2 of the C.O.”

Because of stressed financial position of Emmsons SA the holding Company has postponed its claim behind all current and future claims on the subsidiary company. We draw attention towards Standalone financial statements of the holding company which is apparently under financial stress and in our opinion is not in a position to provide financial support to its subsidiary as financial measures to enable the entity to continue its operations or pay its creditors.

(d) The holding company has dues from its subsidiaries amounting to ` 32884.03 lacs. Liquidity position of subsidiaries may have significant impact on recovery of these dues and it may impact financial position of the holding company accordingly. Our opinion is not qualified in respect of this matter.

EMMSONS

74

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements / financial information certified by the Management.

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, the Order is not applicable to Subsidiaries of the Group as these are incorporated outside India 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 Emphasis of matter above obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, except for the effect of the matters described in the Emphasis of matter paragraph above, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so 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 Statement dealt with by this Report are in agreement with the relevant books accounts maintained for the purpose of preparation of the consolidated financial Statements.

(d) In our opinion, except for the effect of the matters described in the Emphasis of matter paragraph above, the aforesaid 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 Emphasis of matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Group.

(f) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2016 taken on record by the Board of Directors of the Holding Company and the reports of the other statutory auditors of its subsidiary companies, none of the other directors of the Group's companies, is disqualified as on 31st March,2016 from being appointed as a 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 11of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best of our informationand according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries:

(i) Except for the possible effect of the matter described in the Emphasis of matter above, the consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group – Refer Note 36 and 37 to the consolidated financial statements.

(ii) Except for the possible effect of the matter described in the Emphasis of matter above, the Groupdid not have stany material foreseeable losses on long-term contracts including derivative contracts during the year ended 31

March 2016.

(iii) There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Holding company.

For Suresh & AssociatesFRN : 003316NChartered Accountants

Sd/-(CA Suresh K. Gupta)PartnerM.No. 080050

Dated: 12.04.2018Place: New Delhi


75

P A R T I C U L A R S NOTES As at As at 31st March, 2016 31st March, 2015

` `

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2016


Shareholders’ funds(a) Share capital 3 119960400 119960400 (b) Reserves and surplus 4 (7428102513) (348907017)

Minority Interest 5 98725136 92397642

Non-current liabilities(a) Long-term borrowings 6 2319960444 4362781823 (b) Other Long term liabilities 7 237710117 2566694000 (c) Long-term provisions 8 27378399 39514152

Current liabilities(a) Short-term borrowings 9 11136813974 4649297209 (b) Trade payables 10 194855077 3300387614 (c) Other current liabilities 11 4025739441 772438454 (d) Short-term provisions 12 620506688 8707191 TOTAL 11353547162 15563271468

II. ASSETS

Non-current assets(a) Fixed assets 13 (i) Tangible assets 253192819 259347366 (ii) Intangible assets 5069596940 4733858491 (iii) Capital work-in-progress 600000 2464035 (b) Investments 14 20693221 42114218 (c) Deferred tax assets (net) 15 59090514 37665549 (d) Long-term loans and advances 16 32994340 31026322 (e) Other non-current assets 17 97955787 318675069

Current assets(a) Inventories 18 40561612 2167084733 (b) Trade receivables 19 4298019961 5089607518 (c) Cash and cash equivalents 20 324176336 551508912 (d) Short-term loans and advances 21 1128889732 2214875198 (e) Other current assets 22 27775900 115044057 TOTAL 11353547162 15563271468



Sd/- Sd/- Sd/- Sd/- Sd/-(CA Suresh K. Gupta) (Anil Kumar Monga) (Rajesh Monga) (Bhalendra Pal Singh) (Sandhya Kedia)Partner Chairman & Director Chief Financial Officer Company SecretaryM. No. 080050 Managing Director DIN. 00249642

DIN. 00249410

Place : NEW DELHIDate : 12th April,2018

EMMSONS

76

P A R T I C U L A R S NOTES As at As at 31st March, 2016 31st March, 2015

` `

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016

I. Revenue from operations 23 4665629960 15454918504 II. Other income 24 82652235 42371181

Total Revenue 4748282195 15497289685

III Expenses:(a) Purchases of goods traded 25 3251271366 14112446574 (b) Changes in inventories of goods traded 26 2126618721 297663665 (c) Employee benefits expense 27 126562742 155051706 (d) Finance costs 28 1410985362 1321080377 (e) Depreciation and amortization expense 13 14403540 17474249 (f) Other expenses 29 3868434427 1146265858

Total expenses 10798276158 17049982429

IV. Profit before exceptional items and tax (6049993963) (1552692744)

V. Exceptional items 30 988385263 (3411360)

VI. Profit before tax (7038379226) (1549281384)

VII. Tax expense: (18370164) (14359838)(1) Current tax 46741 89033 (2) Deferred tax (18416905) (14448871)

VIII. Profit (Loss) for the period (7020009062) (1534921546)

IX. Minority interest (1135386) (1256027)

X. Profit for the year (7018873676) (1533665519)XI Earnings per equity share: Basic and diluted (585.10) (127.85)

XII. NOTES FORMING PART OF THE FINANCIAL STATEMENT 1-40




DIN. 00249410



77

P A R T I C U L A R S As at As at 31st March, 2016 31st March, 2015

` `

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH,2016

A. CASH FLOW FROM OPERATING ACTIVITIES :Net Profit/(Loss) before taxation (7038379226) (1549281384)Adjustment for :(Profit)/Loss on sale of fixed assets (38992284) 603808 Depreciation 14403540 17474249 Bad debts written off 684522113 4437274 Adjustment of Foreign Currency Translation Reserve (52858940) (58422153)(Profit)/Loss on sale of Investment (4826836) (749427)Depreciation adjusted in other income - (1395417)Allowances for slow moving inventories 1882960 1014652 Dividend income (36827) (28691)Finance Cost 1410985362 1321080377 OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (5023300138) (265266712)Adjustment for :(Increase)/Decrease in Trade Receivables 107065444 766473917 (Increase)/Decrease in Inventories 2124640161 302820473 (Increase)/Decrease in Long/Short term Loans and advances 1084017448 1877912 (Increase)/Decrease in Current/Non-current Assets 307987440 53175175 Increase/(Decrease) in Trade Payables & other liabilities (2181215434) 3489472463 Increase/(Decrease) in Provisions 601146239 2212097 Cash generated from operations (2979658840) 4350765326 Income Tax Paid (4418153) (5517132)Wealth Tax Paid (119143) (24373)Cash flow before extraordinary items (2984196136) 4345223821 Extraordinary items - - NET CASH FROM OPERATING ACTIVITIES (2984196136) 4345223821

B. CASH FLOW FROM INVESTING ACTIVITIES :Purchase of fixed assets (392201029) (185617499)Sale of fixed assets 89069907 80574305 Purchase/(Sale) of Current and Non Current Investments 26247833 162640 Dividend received 36827 28691 NET CASH USED IN INVESTING ACTIVITIES (276846462) (104851863)

C. CASH FLOW FROM FINANCING ACTIVITIES :Net Proceeds/(Repayment) of long term borrowings (2042821379) 660955483 Net Proceeds/(Repayment) of short term borrowings 6487516764 (3829439293)Finance Cost Paid (1410985362) (1321080377)NET CASH USED IN FINANCING ACTIVITIES 3033710023 (4489564187)Net increase in cash and cash equivalents (227332576) (249192229)Opening cash and cash equivalents balance (See Note) 551508912 800701140 Closing cash and cash equivalents balance (See Note) 324176336 551508911

Note to the cash flow statementCash and Cash EquivalentsCash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts. - Cash in hand and balances with banks 101884933 198579070 - Margin with Bank and Accrued Interest 222291403 352929842 - Cash and cash equivalents as restated 324176336 551508912

As per our report of even date attachedFor Suresh & Associates For and on behalf of the Board of Directors FRN No. 003316NChartered Accountants


DIN. 00249410Place : NEW DELHIDate : 12th April,2018

EMMSONS

78

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2016

1 Corporate Information:Emmsons International Limited (The Company) is engaged in international and domestic trading of Agro/Energy Commodities.The company has following subsidiaries:

Name of the Subsidiaries

Emmsons S.A.. 03.09.2007 Switzerland 99.99%Emmsons Gulf DMCC 01.02.2009 Dubai 100.00%Emmsons Grains Limited 23.12.2011 Cyprus 100.00%

2 Significant accounting policies:

(a) Basis of accounting and preparation of financial statementsThe Consolidated financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards referred to in Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules , 2014. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements 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 make estimates 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 preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences 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 an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible 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 is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

(e) Tangible fixed assetsTangible Fixed assets are carried at cost less accumulated depreciation and impairment losses, if any. The company has capitalized all costs relating to acquisition and installation of tangible fixed assets. Capital work in progress includes assets 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 has capitalized all costs relating to acquisition and installation of intangible fixed assets."

(g) Depreciation and amortization

Indian EntityDepreciation 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 Standard AS-26.

Foreign Entitiesi) Emmsons Gulf DMCC

Depreciation on Property , Plant and Equipment is calculated using the straight line method to allocate their cost less estimated residual values over the estimated useful lives of the assets.The estimated useful lives of the assets are as follows:

YearFreehold properties 60Furniture fixture and office equipment's 15Motor Vehicle 10


79

Date on which they become subsidiary

Country of Incorporation

Proportion of ownership interest

ii) Emmsons Grains LimitedDepreciation on plant and equipment is calculated using the straight line method to allocate their cost or revalued amount to their residual values, over their estimated useful lives. The annual depreciation rate are as follows. %

Plant and equipment 10

(h) Revenue RecognitionRevenue from the sale of goods is recognized when all the following conditions are satisfied :The significant risks and rewards of ownership of the goods; have been transferred to the buyerThe amount of revenue can be measured reliably;It is probable that the economic benefits associated with the transaction will flow to the Group; and " Interest income is recognized on an accrual basis on time proportionate basis, based on interest rates implicit in the transaction. Dividend income is recognized on receipt basis."

(i) Taxes on incomeTax expenses are accounted in the same period to which the revenue and expenses relate. Provision for current income tax is made for the tax liability payable on taxable income after considering tax allowances, deductions and exemptions determined in accordance with the prevailing tax laws. The differences between the taxable income and the net profit or loss before tax for the year as per the financial statements are identified and the tax effect of timing differences is recognised as a deferred tax asset or deferred tax liability. The tax effect is calculated on accumulated timing differences at the end of the accounting year, based on tax rates substantively enacted by the Balance Sheet date.

Deferred tax assets, other than on unabsorbed depreciation and carried forward losses/ unused losses, are recognised only if there is reasonable certainty that they will be realised in the future and are reviewed for the appropriateness of their respective carrying values at each Balance Sheet date. In situations where the Group has unabsorbed depreciation and carried forward losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that the same can be realised against future taxable profits. Deferred Tax assets are reviewed at each Balance Sheet date for their realisability.

(k) InventoriesItems of Inventories are valued on First in first Out Basis at cost or net realizable value, whichever is lower. Cost include the cost of purchase including duties and taxes (other than those refundable), inward freight, and expenditure directly attributable to the purchaseIn respect of one subsidiary in Dubai ,inventories are determined on a weighted average basis. Cost of inventories comprises of costs of purchase, and where applicable cost of conversion and other costs that has been incurred in bringing the inventories to their present location and condition.

(l) InvestmentsLong term investments are stated at cost less provision for other than temporary diminution in value. Current investments are stated at lower of cost and fair value.In respect of one subsidiary in Dubai , the investments in subsidiaries are accounted on cost basis in accordance with IAS 27 "Separate Financial Statements".

(m) Provisions and contingenciesA provision is recognized when the Company has a present obligation as a result of past events and it is probable that an 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 the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date 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 loss

account of the year in which the related service is rendered.

(j) Foreign Currency TransactionsThe opening balance in the Statement of Profit and Loss and the opening balance in Reserves and Surplus have been converted at the rates prevailing as at the respective Balance Sheet dates. All assets and liabilities as at the year-end are converted at the rates prevailing as on that date.Income and expenditure are translated at exchange rate prevailing on last day of the year . Any exchange difference arising on consolidation is shown under Foreign Currency Translation Reserve

Translation of financial statements of foreign operation Assets and liabilities of foreign entities are translated into Indian Rupees on the basis of the closing exchange rates as at the end of the period. Income and expenditure and cash flow are generally translated using closing exchange rates . Foreign exchange differences resulting from transactions are recorded in the Foreign Currency Translation Reserves .

EMMSONS

80

(ii) Defined Benefit Plans:The domestic component of the Group provides post employment retirement benefits such as gratuity to the eligible employee Amount of liability for gratuity is reported by the domestic component at the year end on the basis of actuarial valuation.The domestic component of the Group provides compensation for leaves earned by the employees. Amount of liability for leave encashment is reported by the domestic component at the year end on the basis of actuarial valuation.

(iii) Defined Contribution Plans:

3 Share Capital

(i) The authorized , issued subscribed and fully paid-up share capital comprises of equity shares having a par value of ̀ 10 /- each.

As at 3 As at 31st March, 2016 1st March, 2015

`Authorised15000000 Equity Shares of ` 10/- each 150000000 150000000 (March 31, 2015:15000000 Equity Shares of `10/- each)Issued, subscribed and fully paid up shares11996040 Equity Shares of ` 10/- each 119960400 119960400 (March 31, 2015:11996040 Equity Shares of `10/- each)

119960400 119960400

Provident fund The eligible employees of domestic component of the Group are entitled to receive benefits under the provident

fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees' salary, which is recognised as an expense in the Statement of Profit and Loss during the period

By Dubai Subsidiary, Amounts required to cover end of service benefits at statement of financial position date by foreign subsidiary are computed pursuant to the United Arab Emirates Federal Labour Law based on the employees accumulated period of service and current basic remuneration on that date.

(o) Earning per share Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post-tax effect of

extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post-tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares

`

(ii) Reconciliation of the shares outstanding at the beginning and at the end of the reporting perioda) Equity shares

As at 31st March, 2016 As at 31st March, 2015

No of Amounts No of Amounts Shares in ` Shares in `

At the beginning of the period 11996040 119960400 11996040 119960400Issued during the period - - Outstanding at the end of the period 11996040 119960400 11996040 119960400

b) Detail of shares holding more than 5% shares in the company

As at 31st March, 2016 As at 31st March, 2015

No of % holding No of % holdingShares in the Class Shares in the Class

Equity shares of Rs. 10 each fully paid upAnil Monga 2891716 24.11 2891716 24.11Rajesh Monga 1023280 8.53 1023280 8.53Geeta Gupta 663174 5.53 - - Emmpac Holdings Pvt. Ltd. 606996 5.06 606996 5.06


81

4 Reserve & Surplusa) Capital Reserves

Opening balance 24951000 24951000 Add: Current Year Transfer - - Closing Balance 24951000 24951000

b) Capital Reserves on ConsolidationOpening balance (481) (481)Add: Current Year Transfer - - Closing Balance (481) (481)

c) Securities Premium AccountOpening balance 222903800 222903800 Less : Securities premium debited on allotment of bonus shares - - Closing Balance 222903800 222903800

d) General Reserves Opening balance 163473000 163473000

Closing Balance 163473000 163473000

e) Surplus/ (Deficit) in the statement of profit and loss Opening balance (698669667) 842381639

Less: Net Loss for the current year (7018873676) (1533665519)(Less)/Add Short / Excess provision of Income Tax for earlier Years - (1122023)Add/ (Less) : Adjustment for depreciation consequent to adoption of - (6263763)Companies Act 2013Closing Balance (7717543343) (698669667)

f) Foreign Currency Translation ReserveOpening balance (61564669) (5635000)Add: Addition During the Year (60321820) (55929669)Closing Balance (121886489) (61564669)

Total Reserve & Surplus (7428102513) (348907017)

5 Minority InterestOpening balance 92397642 91247467 Add: Addition During the Year (1135386) (1256027)Foreign currency translation 7462880 2406202

98725136 92397642


` `

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82

6 Long-term borrowingsTerm Loans From Banks Secured 1898860444 3963022084 From Other Parties Life insurance corporation of India 23600000 24819334 Secured Others *** 397500000 374940405 Unsecured 2319960444 4362781823

Term loans from banks includes :Parent (Emmsons International Limited)* 816458317 1142726530Subsidiary (Emmsons Gulf DMCC, Dubai)** 1082402127 2820295554

*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) Life Insurance corporation of India Term Loan - Secured against Keyman Insurance Policy -Repayable on

maturity of policy.

**Note on repayment terms and security of borrowings:

(h) Term Loan-The above syndicated loan was obtained from consortium of four banks to finance the purchase of equity holding in M/s. Pt. Star Emmsons, Indonesia (PTSEI) , the loan carries interest @ ranging 5%-5.50% p.a. above six months LIBOR.repayable within 22 equal quarterly instalments 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 instalments commencing from September, 2016 and maturing in March, 2020.

Above-mentioned term loan are secured by:

i) Corporate guarantee of M/s. Emmsons International Limited, Indiaii) Charge over certain items of property, plant and equipmentiii) Floating charge over Parent 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) ersonal Guarantees of all directors.vii) Assignment of right 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 (Subsidiary and Sub-Subsidiary respectively)

(i) Property loan financed by Tamweel PJSC, Dubai repayable in 120 monthly instalments - secured by mortgage of property

(j) Vehicle loan instalments are secured by charge over specific assets.

*** The above unsecured loan obtained by Emmsons Gulf DMCC, Dubai from the third party , which is interest free and without any repayment schedule.


83


` `

7 Other Long term liabilities Security deposit received 773200 1425000 Advance from Customers - 2380869000 Other Non Current Payables 52536917 - Loan from Others (Unsecured) From Directors 165900000 165900000 Inter Corporate deposits 18500000 18500000

237710117 2566694000

8 Long Term Provisions(a) Provision for employee benefits:

(i) Provision for gratuity 10743689 17603520 (ii) Provision for leave encashment 4665039 7257026 (iii) Employees' end of service benefits 11969671 14653606

27378399 39514152

9 Short-term borrowings(a) Loans repayable on demand

From banks Secured 10870029199 4397653728 Inter Corporate Deposits

Unsecured 266784775 251643481 11136813974 4649297209

Loans from banks includes :Parent (Emmsons International Limited)* 5894346252 3501713055Subsidiary (Emmsons Gulf DMCC, Dubai)** 4975682947 895940673

*Notes on security of borrowings

(a) Packing Credit with Oriental Bank of Commerce-Repayable on demand-Secured against hypothecation of Stocks and 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, equitable mortgage of Properties and Personal guarantees of Directors

*Notes on security of borrowings

(f) Due to banks is secured by:

i) Assignment of leasehold right and mortgage of office building Unit no. 3406, 1 Lake plaza, located on plot No. JLT-PH2-T2, Jumeriah Lake Towers, Dubai-UAE

ii) Assignment of leasehold right and mortgage of residential building Flat No. 1106, Emirates Crown Towers, Dubai, Registered in the name of Mr. Kanishk Monga.

iii) Corporate Guarantee of M/s. Emmsons International Limited, India.

iv) Personal guarantees of Promoters of the Parent Entity, Mr. Anil Monga and Mr. Shivaz Monga.

v) Subordination of Shareholder's loan account.

EMMSONS

84


` `

10 Trade payables

Other than Acceptances 194855077 3300387614

194855077 3300387614

11 Other Current Liabilities

(a) Current maturities of long-term debt 632267935 343804324

(b) Interest accrued but not due on borrowings

(c) Other payables

(i) Statutory Dues 5147714 4410738

(ii) Advances from customers 2840155352 347685027

(iii) Expenses Payable 546550360 76070440

(iv) Security Deposit 1122000 -

(v) Due to related parties 496080 467925

4025739441 772438454

12 Short Term Provisions

(a) Provision for employee benefits 11542227 6148742

(b) Others

(i) Provision for Impairment Losses on investment in subsidiary 607888507

(ii) Provision for Income Tax 1075954 2439306

(iii) Provision for Wealth Tax - 119143

620506688 8707191


` `


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EMMSONS

86

14 Investmentsa) Investments in Equity Instruments

Investment in Step-down Subsidiaries 11164980 31170262 11164980 31170262

b) Investments in other CompaniesUn quoted equity Instruments 877300 ( 31 March 2015 : 877300) Equity shares of Rs.10/- each fully paid up in "Emmsons Infotech Limited" 8773000 8773000

8773000 8773000 Quoted equity Instruments (i) Nil (31 March 2015: 2123) Equity shares of Rs.2/- Each fully

paid up in Ashapura Minechem Limited - 121436 (ii) NIL (31 March 2015:1500)Equity shares of Rs.1/- Each fully

paid up in Godrej Industries Limited - 235129 (iii) 50000 (31 March 2015: 50000) Equity shares of Rs.1/- Each fully

paid up in Krishna Lifestyle Technologies Ltd. 10500 10500 (iv) NIL (31 March 2015: 35000) Equity shares of Rs.1/- Each fully

paid up in Marksans Pharma Limited - 722453 (v) NIL (31 March 2014: 30000) Equity shares of Rs.10/- Each fully

paid up in Nitin Spinner Ltd. - 336697 (vi) 53900 (31 March 2015:53900) Equity shares of Rs.1/- Each fully

paid up in Sterling Bio Tech Ltd. 466235 466235 (vii) 37438 (31 March 2015: 37438)-Equity shares of Rs.1/- Each fully

paid up in Sterling International Enterprises Ltd. 271426 271426 (viii) 3000 (31 March 2015: 3000) Equity shares of Rs.10/- Each fully

paid up in Zenith Computers Ltd. 7080 7080 755241 2170956

20693221 42114218

15 Deferred tax assets (net)Deferred tax assets/ (Liabilities) of Emmsons International Limited 5430231 5430231 Deferred tax assets/ (Liabilities) as per financials of subsidiaries 53660283 32235318 Net deferred tax assets/ (-liability) 59090514 37665549

16 Long term Loan and Advances(a) Capital AdvancesUnsecured, considered good 4500000 4500000

4500000 4500000(b) Security DepositsSecured, considered good 17663499 18229902 Unsecured, considered good 3429953 4694955

21093452 22924857(c) Loan and advances to employeesUnsecured, considered good 262462 361462

262462 361462(d) Advances recoverable in cash or in kindUnsecured, considered good(i) Income tax refund (A.Y. 2010-2011) 252150 252150 (ii) Income tax refund (A.Y. 2015-2016) 4003720 - (iii) TDS/Advance Tax Paid 2882556 2987853

7138426 324000332994340 31026322

17 Other non current assetsUnsecured, considered good(i) Realisable value of Keyman Insurance Policy 33339240 29520960 (ii) Licenses in hand - 214673628 (iii) Advances to Suppliers 64616547 74480481

97955787 318675069


87


` `

18 InventoriesInventories consist of the following:(a) Stock in trade 42444572 2167513549 Less: Allowances for Slow Moving (1882960) (1014652)(b) Goods in transit - 585836

40561612 2167084733

19 Trade ReceivableTrade receivables outstanding for a period less than six monthsUnsecured, considered good 726457951 1008023527

Trade receivables outstanding for a period exceeding six monthsUnsecured, considered good 4182414314 4067060783 Unsecured, considered doubtful 12936716 14523208 Less: Provision for doubtful debts 623789020 -

4298019961 5089607518

20 Cash and cash equivalents(i) Cash and cash equivalents(a) Balances with banks In current accounts 94201392 196786585 In EEFC accounts - 9306 (b) Cash on hand 7683541 1783178 (c) Balance with bank to the extent held as margin money as deposits with maturity of less than three months 25856459 36789014 (ii) Other bank balances(a) Balance with bank to the extent held as margin money as deposits with maturity of more than three months 196434944 316140828

324176336 551508912

21 Short term Loan and Advances(a) Loan and advances to related partiesSecured, considered good 165195064 560487724

165195064 560487724(b) Loan and advances to employeesUnsecured, considered good 9621663 15915199

9621663 15915199(c) Advances recoverable in cash or in kindUnsecured, considered good(i) CENVAT/ VAT credit receivable - 13181 (ii) Service Tax Refund Receivable 26824479 36106297 (iii) Prepaid expenses 76520133 205625582 (iv) Other Receivable 105120147 212481791

208464759 454226852(d) Advances to SuppliersUnsecured, considered good 684291814 1118238102

684291814 1118238102(e) Advances to Creditors for expensesUnsecured, considered good 61316433 66007321

61316433 660073211128889732 2214875198

22 Other Current Assets(a) Accruals (i) Interest accrued on deposits 18410606 9550489 (b) Others (i) Export Incentive Receivable 7720535 105457624 (ii) Insurance Claim Receivable 1644759 35944

27775900 115044057

EMMSONS

88


` `

23 Revenue from Operationsa) Sale of goods traded (Refer Note no. 23(i) below)(i) Domestic 2470877632 3147440082 (ii) Export 2108008645 12099065773

4578886277 15246505855

b) Other operating revenues(i) Export Incentives received (178559204) 64934248 (ii) Difference in exchange 229553130 81809918 (iii) Discount Received 8814472 1041946 (iv) Commission Received 21826664 42779952 (v) Contract Settlements 5018474 (18194592)(vi) Forward Contract Forex Gain - 35123416 (vii) Trade Margin - 839789 (viii) Receipt from Hotel Booking 90148 42038 (ix) Receipt From Travel Related service - 35935

86743683 208412649 4665629960 15454918504

Note no. 23(i) : sale of goods traded includes -Rice 1647034431 3406956167 Maize 25833898 1735828904 Wheat 556609997 3904503477 Wheat Flour 278809163 - Pulses 196879055 573665719 Sugar 344872869 779079921 Soyabean 52351561 109306011 Almonds 284652303 804640813 Garment and Textile Products 626462640 749261810 Urea 109719933 1320516688 Other items 455660428 1862746345

4578886277 15246505855

Note: Sale of goods traded : other items include sale of coal, millet, rapeseed , sorghum Soyabean oil, barley, palm oil , rubber and packing material.

24 Other IncomeInterest Income 34024151 26416407 Dividend Received 36827 28691 Net Gain/Loss on sale of Investments 4826836 - Loss /(Profit) on Sale of Fixed Assets 38992284 - Rent Received 351600 - Insurance Claim Received 1608815 155062 Dispatch Earned - 7990318 MTM-Commodity - (636983)Balance written off - 3913188 Others/Miscellaneous Receipt 2811722 3109080 Excess provision of depreciation written back - 1395417

82652235 42371181


89


` `

25 Purchases of goods traded includes:Rice 976984717 3450404948 Maize 3382391 1509902872 Wheat 400295371 3425930859 Wheat Flour 233202141 - Pulses - 490791113 Sugar 325201527 656534599 Soyabean 54028615 123610744 Almonds 283096387 801167326 Garment and Textile Products 436190705 845206902 Urea 107921250 1202795403 Other items 430968263 1606101808

3251271366 14112446574Note: Purchase of other items include purchase of coal, Millet, rapeseed , sorghum Soyabean oil, barley, palm oil , rubber and packing material.

26 Changes in inventories of stock in tradeInventories at the end of the year (refer note no. 26(i))(a) Stock in trade 42444572 2167513549 (b) Goods in transit - 585836

42444572 2168099385Inventories at the beginning of the year:(a) Stock in trade 2169063293 2465763050

2169063293 2465763050

(Increase)/Decrease in inventories 2126618721 297663665

Note no. 26 (i) Rice 6598432 1428655120 Maize - 72110584 Wheat - 197003707 Pulses - 205954974 Sugar 2253 2404235 Other items 35843887 261970765

42444572 2168099385

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 120424893 150890396 (b) Contributions to -(i) Provident fund 2961025 3986540 (ii) Employee State Insurance 92551 117650 (c) Gratuity 2418312 (856918)(d) Staff welfare expenses 665961 914038

126562742 155051706

EMMSONS

90


` `

28 Finance Cost(a) Interest expense 1273080053 1110042265 (b) Other borrowing costs 137905309 211038113

1410985362 1321080377

29 Other ExpensesBusiness Promotion 4368840 2144055 Discount Allowed 1346127 15608992 Documentation Charges 679462 2099262 Difference in exchange rate 76792980 - Festival Celebration 35720 16200 Freight & Cartage 80563453 737591339 Fumigation & Phyto Expenses 360600 6723984 Inspection Charges 1226916 9503879 Insurance 4191399 8374375 Legal and Professional Charges 50180424 48417612 License & Registration Fees 7552 254208 Loss on Sale of Fixed Assets - 603808 Port Charges 17600 6181017 Postage and Telegram 481497 537802 Power & Fuel -Electricity & Water Expenses 2252819 2421487 Rent 17703883 30479973 Printing, Stationery, Periodicals & Books 455653 714435 Payments to Auditor's (Refer Footnote) 613916 1192559 Rates & Taxes 32649 221150 Repairs and maintenance - Buildings 3694379 4523637 Repairs and maintenance - Machinery 201389 137280 Repairs and maintenance - Others 2973037 3847908 Retainer ship & Consultancy Charges 8701298 12315865 Security/Commodity Transaction Tax 6258 2658 Sitting Fee 560000 727864 Stamping & Filling Fees 574281 790065 Survey Fees - 74409 Telephone Expenses 5381627 3608980 Travelling Expenses(including Foreign Travel) 16640536 27505147 Vehicle Repair & Maintenance Expenses 2660523 4220152 Advertisement and Publicity 209187 1807869 Brokerage and Commission 4980267 26416536 Detention, Demurrage & Claim (1271010) 5159365 Meeting & Seminar Expenses 71602 558891 Membership Fees and Subscriptions 1952612 1679215 Net Gain/Loss on sale of Investments - (749427)Packing Charges 171186 949168 Balance written off 65504853 - Bad Debts written off 684522113 4437274 Provision for doubtful Debts 2803889438 99262185 Allowances for slow moving inventories 1882960 1014652 Trade Expenses 2165969 26215731 Utilities - 1555212 Miscellaneous Expenses 21650433 47119084

3868434427 1146265858Footnote:Payment made to statutory Auditors:Statutory audit fee 442166 967839Tax audit fee and Limited Review Audit fee 171750 224720

613916 1192559


91


` `

31 Employee benefit plans

(i) Defined contribution plans

Particulars

Contribution to defined contribution plans 2961025 92551 3986540 117650

The Company offers the gratuity and leave encashment employee benefit schemes to its employees.

Particulars

Components of employer expenseCurrent service cost 1320990 506627 1801284 390072Past service cost - 955130 - - Interest cost 1566826 665011 2036910 858587Expected return on plan assets - - - - Curtailment cost / (credit) - - - - Settlement cost / (credit) - - - - Actuarial losses/(gains) (469504) 173555 (4695112) (691944)Total expense recognized in theStatement of Profit and Loss 2418312 2300323 (856918) 556715

`

Disclosure as per the Accounting Standard 15 ‘Employee Benefits’ prescribed by Institute of Chartered Accountants of India.

Contribution to Defined Contribution Plans, recognized as expenses for the year is as under:


(ii) Defined benefit plans

The following table sets out the amount recognized in the financial statements:

(ii-a) Expenses recognized during the year



Present value of obligation as at beginning of the period 20087512 8525787 22383622 9435017Acquisition adjustment - - - - Interest cost 1566826 665011 2036910 858587Past service cost - 955130 - - Current service cost 1320990 506627 1801284 390072Curtailment cost / (credit) - - - - Settlement cost / (credit) - - - - Benefit paid (4811758) (3662629) (1439192) (1465945)Actuarial gain/(loss) on obligations (469504) 173755 (4695112) (691944)Obligation as on closing of the year 17694066 7163681 20087512 8525787

(ii-b) Table showing changes in present value of obligations during the period:

30 Exceptional ItemsIncrease in Realisable Value of Keyman Ins. Policy (3818280) (3411360)Provision for Impairment Losses on investment in subsidiary 565741627 - Impairment Loss 426461916 -

988385263 (3411360)

EMMSONS

92


` `

Employer'scontribution to

ESI

Employer'scontribution to provident fund

Employer'scontribution to

ESI

Employer'scontribution to provident fund

Other defined benefit plans (Leave

Encashment)

GratuityGratuity Other definedbenefit plans (Leave

Encashment)

Particulars`



Other defined benefit plans (Leave

Encashment)

GratuityGratuity Other definedbenefit plans (Leave

Encashment)


93

(ii-e) Actuarial Assumptions:Demographic Assumptions:

For all ages 10% per annum

Financial Assumptions:

Discount Rate 7.70% 7.70% 7.80% 7.80%Rate of increase in compensation level 6.50% 6.50% 6.50% 6.50%Rate of return on plan assets - - - -

Withdrawal : Withdrawal rate are in accordance with the following table:

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) 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.

iv) 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.

v) 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 .

GratuityGratuity

Mortality: Published rates under Indian Assured Lives Mortality (2006-2008) ultimate table are used of calculations as on 31.03.2016

(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

Fair value of plan assets - - Present value of obligations 17694066 7163681 20087512 8525787Amounts recognized in balance sheet 17694066 7163681 20087512 8525787


GratuityOther defined benefit plans (Leave Encashment)

Gratuitybenefit plans (Leave

Encashment)

Other defined

GratuityOther defined benefit plans (Leave Encashment)

Gratuitybenefit plans (Leave

Encashment)

Other defined

10% per annum

Other defined benefit plans (Leave Encashment)

benefit plans (Leave Encashment)

Other defined

33 SEGMENT REPORTING AS PER AS -17:

(` In Lacs)

India Outside India India Outside IndiaTotal Revenue 37841.56 10802.57 76080.28 109898.57 Less : Inter Segment 1161.31 - 31005.95 - External Revenue 36680.25 10802.57 45074.33 109898.57 Segment results before Tax (29730.73) (40653.06) (7905.44) (7587.37)Less: Current Tax - 0.47 - 0.89 Deferred Tax - (184.17) (14.95) (129.54)Net Profit after Tax (29730.73) (40469.36) (7890.49) (7458.73)Segment assets 88489.72 25045.76 107975.52 47657.20 Segment Liabilities 88489.72 25045.76 107975.52 47657.20 Depreciation 78.49 65.55 113.63 61.11

Company is primarily engaged in business of trading, accordingly company is single business segment companyThe geographic segments have been identified as below:

Current Year Previous Year

EMMSONS

94

b) THE SUBSIDIARIES COMPANIES CONSIDERED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Name of the Subsidiaries Country Of Incorporation Proportion of ownership interest

Switzerland 99.99%Dubai 100.00%Cyprus 100.00%

change its reporting date from 31st March to 31st December. The reporting period of EmmsonsGrains Limited, Cyprus ends at 31st December,2015.

1. Emmsons S.A..2. Emmsons Gulf DMCC3. Emmsons Grains Limited*

* The Company decided to

(b) Following are the details of the transactions with the related party:

Nature of transactions Current Year Previous Year` `

Salaries, allowances & perquisite 25162972 31180115

Sitting fee 560000 660000

Rent 300000 300000

Due from Related Parties 165195064 560487724

Due to Related Parties 496080 467925

Investment in shares 104842394 102274314

Sales 15410826 2978635355

Interest Income 100720094 121959466

Purchase - 148018237

Provision for Impairment Losses on investment 565741627 -

Loan and advances Subsidiary 1195039561 1128102935

Stepdown Subsidiaries

Related Parties

Key Managerial Personnel's



Related Party

Related Party

Subsidiary

Subsidiary/Stepdown subsidiary

Subsidiary

Subsidiary


95

34 Related party disclosureAs required by Accounting Standard-18, “Related Party Disclosures” issued by the Institute of Chartered Accountantsof India, relevant information is provided here below:

Name Relationship

Mr. Anil Monga Key Managerial PersonnelMr. Rajesh Monga Key Managerial PersonnelMr. Shivaz Monga Key Managerial PersonnelMr. Vijay Kumar Kakkar Key Managerial PersonnelMr. Viresh Shankar Mathur Key Managerial PersonnelMr. Satish Chandra Gupta Key Managerial PersonnelMs. Sony Benydin Jaiprakash Key Managerial PersonnelMr. Jonathan Grange Key Managerial PersonnelMr. Evi Papageorgiou Key Managerial PersonnelMr. Georgia Kafkalia Key Managerial PersonnelMr. Kanishk Monga Key Managerial PersonnelM/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 Energi 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)

(a) Related parties with whom transactions have taken place during the year:

(c) Disclosure of material transactions:

Current year Previous year

` `

Salaries, allowances & perquisiteMr. Anil Monga (Chairman & Managing Director) 2465000 5778393Mr. Rajesh Monga (Whole time Director) 5690000 5560000Mr. Shivaz Monga (Executive Director) 2946748 6510660Mr. Kanishk Monga 14061224 13263198Mr. Evi Papageorgiou - 33932Mr. Georgia Kafkalia - 33932

Sitting feeMr. Satish Chandra Gupta 260000 240000Ms. Soni Benydin Jaiprakash 40000 - Mr. Vijay Kumar Kakkar 100000 240000Mr. Viresh Shankar Mathur 160000 180000

RentMr. Anil Monga 300000 300000

Due from Related PartiesMr. Kanishk Monga 22612144 45656298Amber Agro LLC 49465166 79901026Krynychanske LLC 53534108 250030364Yuzhny 39583646 184900036

Due to Related PartiesMr. Jonathan Grange 496080 467925

SalesEmmsons Gulf DMCC 15410826 1732128672Emmsons Asia Pte. Ltd. - 1246506683

Interest IncomeEmmsons Gulf DMCC 100720094 84829279Emmsons Grains Limited - 37130187

PurchaseEmmsons Asia Pte Ltd. - 148018237

Provision for Impairment Losses on investment in subsidiary

- -

Emmsons Grains Limited 565741627 -

Loan and advances to subsidiary at reporting dateEmmsons Gulf DMCC 629297934 593582308Emmsons SA - - Emmsons Grains Ltd. 565741627 534520627

Particulars

EMMSONS

96

35 Earning per share


(a) Profit after taxation and exceptional items (`) (7018873676) (1533665519)(b) Weighted average number of shares outstanding during the year(c)Nominal Value per share (`)(d) Basic and diluted earning per share (in `) d=(a/b)

11996040 1199604010 10

(585.10) (127.85)

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.

36 Contingent liabilities and commitments (to the extent not provided for)

Current year Previous year

` `

Contingent liabilities(a) Guarantees to sale tax authorities 590000 590000

3311598640 3123649796(c) Other guarantees - 386401638(b) Guarantees - Corporate Guarantee for credit facility to subsidiary

(d) Tax Demand totaling ̀ 8.60 Lacs for AY 2004-2005, ̀ 465.25 Lacs for AY 2012-13, ̀ 23.43 Lacs for AY 2013-2014 and ̀ 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 ` 10.11 Lacs For Assessment Year 2008-2009 raised by Income Tax Department is under rectification for apparent error.

(e) The company has entered an arbitration suit against the Punjab State Warehousing Corporation. The arbitration tribunal has issued its award against the company for ` 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 ̀ 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 The holding company has made investments in its wholly owned subsidiary viz Emmsons Grains Limited, Cyprus. However , there is impairment in the value of investment due to devaluation of currency in its stepdown subsidiaries in Ukraine and accumulated losses as on 31st December, 2015. Accordingly, the holding company has made a provision for ` 5657.42 Lacs during the year on account of the said impairment in the value of investment. The subsidiary company Emmsons Gulf DMCC , Dubai has made a provision of ` 421.47 Lacs during the year on account of loss incurred in recoverability of loans and advances given to Emmsons Grains Limited, Cyprus, subsidiary of parent Company.


97

Particulars

39 Additional Disclosure-% of net assets-Schedule III

Name of the Entity in theAs % of

consolidated net Assets

Amount ( )` As % of consolidated net

Assets

Amount (`)

ParentEmmsons International Limited 37.52 (2705190184) (196.18) 267882674

SubsidiaryForeign(i) Emmsons Gulf DMCC, Dubai 55.70 (4015516088) 297.05 (405619256)(ii) Emmsons SA, Switzerland (0.94) 67781399 (47.18) 64422052 (iii) Emmsons Grains Limited,Cyprus 8.40 (605766482) 124.12 (169482193)

Minority Interest in all subsidiaries (1.37) 98725136 (67.67) 92397642(Investment as per the equity method)

Consolidation adjustments / Eliminations 0.69 (49450758) (10.14) 13850106

Total 100.00 (7209416977) 100.00 (136548975)

Name of the Entity in theAs % of

consolidated profit or loss

Amount ( )` As % of consolidated profit or loss

Amount ( )`

ParentEmmsons International Limited 42.36 (2973072858) 51.45 (789048991)

SubsidiaryForeign(i) Emmsons Gulf DMCC, Dubai 51.59 (3621299525) 53.26 (816872577)(ii) Emmsons SA, Switzerland (0.01) 449930 0.06 (980352)(iii) Emmsons Grains Limited,Cyprus 6.07 (426086609) 2.88 (44144063)

Minority Interest in all subsidiaries (Investment as per the equity method) (0.02) 1135386 (0.08) 1256027

Consolidation adjustments / Eliminations - - (7.57) 116124437

Total 100.00 (7018873676) 100.00 (1533665519)

Current year Previous Year

Net Assets Net Assets

Share in Profit or Loss Share in Profit or Loss

Current year Previous Year

40 Previous years figures has been regrouped / restated where ever found necessary.




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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

EMMSONS

100


Sd/- Sd/-Dated: 12.04.2018 (ANIL KUMAR MONGA) (RAJESH MONGA)Place : New Delhi Chairman & Managing Director Whole Time Director

(DIN:00249410) (DIN: 00249642)

EMMSONS INTERNATIONAL LIMITED17, Community Centre, Zamrudpur, Delhi-110048

Tel:- 011-29247721-25, Fax:- 011-29247730,CIN:- L74899DL1993PLC053060, Website:-www.emmsons.com

Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014

Name of the Member(s):……………………….........……………………………………………………………………………

Registered Address: ………………………………......…………………………………………………………………………..

E-mail Id: ……………………………………………….......……………………………………………………………………..

Folio No./Client ID No. ………………………………………………… DP ID No. ………...…...……………………………

I/We being the member(s) of………………………………………….. shares of EMMSONS INTERNATIONAL LIMITED hereby appoint

1. Name : ………………………………………................…........…… Email Id :……………………………………………..

Address:……………………………………..................…………………………………………………………………….

Signature: …………….....……………………………

2. Name : …………………………………………...................……… Email Id :……………………………………………..

Address:…………………………………………………………………………………………....……………………….

Signature: ……………………………....…………….

3. Name : ………………………………………..............................… Email Id :……………………………………………..

Address:…………………………………………………………………………………….................................……………

Signature: ……………………………………………rdAs my/our proxy to attend and vote (on a poll) for me/us, and on my/our behalf, at the 23 Annual General Meeting of the

thCompany to be held on Thursday the 24 day of May, 2018 at 11.00 a.m at Niryat Bhawan, Rao Tula Ram Marg, Opp. Army Hospital Research & Referral, New Delhi-110057 and at any adjournment thereof in respect of such resolution as are indicated below.

(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 Resolution(s), your proxy will be entitled to vote in the manner he/she thinks appropriate.

………………………...........................................................………………………………........................………………………………………………………NO GIFTS WILL BE GIVEN AT THE ANNUAL GENERAL MEETING

………………………...........................................................………………………………........................………………………………………………………

Dated this ………………………….day of …………………….2018. Affix

Revenue

Stamp of

Re. 1/-

Sl. No.

Resolution Optional* For Against

Ordinary Business

1 To receive, consider and adopt: The audited financial statement of the Company for the financial year ended March 31, 2016. The report of Board of Directors and Auditor’s Report thereon and The audited consolidated financial statement of the Company for the financial year ended March 31, 2016

2 Re-appointment of Mr. Rajesh Monga, who retires by rotation 3 Appointment of M/s. Suresh & Associates, Chartered Accountants, (FRN:003316N)

as Auditors of the company to hold office from the conclusion of this meeting (i.e 23rd Annual General Meeting until the conclusion of the next Annual General Meeting and to authorize Board of Directors to fix their remuneration)

PROXY FORM


101

RO

UT

E M

AP

(Fro

m R

egis

tere

d O

ffice

to

AG

M V

enue

)


103

Emmsons International Limited

Annual Report

2 0 1 5 - 2 0 1 6rd23

Regd. Office : 17, Community Centre, Zamrudpur, Delhi-110048Tel:- 011-29247721-25, Fax:- 011-29247730CIN:- L74899DL1993PLC053060 Website:-www.emmsons.com