Directors Report of Emmessar Biotech & Nutrition Ltd.

Mar 31, 2024

Your Directors have immense pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2024.

Financial Results:	(Rs. in Lacs) 2023-2024	(Rs.in Lacs) 2022-2023
Turnover:	254.73	276.99
Expenses:	163.71	170.94
Profit / (Loss) before Interest, Depreciation and Tax:	91.02	106.05
Depreciation:	9.76	9.36
Provision for Current Tax (MAT)	(24.76)	(14.91)
Deferred Tax	(1.87)	(21.18)
MAT Credit Available	--	(13.77)
Excess / (Short) Provision of earlier year	20.33	3.55
Profit / (Loss) after tax	74.96	50.38
Other Comprehensive income	(1.17)	(0.82)
Total Comprehensive income	73.79	49.56
Brought Forward Profit/ Loss	166.85	117.29
Account Balance
Carried Forward Profit/ Loss	240.64	166.85
Account Balance

OPERATIONS AND STATE OF COMPANY''S AFFAIRS:

During the year under review, the Company''s total income was Rs. 254.73 Lakhs against the Previous Year of Rs. 276.99 Lakhs. The net profit after tax was Rs. 74.96 Lakh against the Previous Year of Rs. 50.38 Lakh.

DIVIDEND:

To conserve resources your Director''s do not recommend Dividend.

DEPOSITS:

The Company has not accepted any deposits from the public during the year under review.

EXTRACT OF ANNUAL RETURN:

The provisions of Section 134 of Companies Act, 2013 were amended vide Companies Amendment Act, 2017 and the said amendment was brought in force w.e.f. 31st July 2018. Further, the provisions of section 92(3) were Substituted by the Companies (Amendment) Act, 2017 Effective from 28th August 2020. Accordingly, the requirement of attaching the extract of Annual Return, in format MGT-9 with the Directors Report has been dispensed off. However, the Annual Return will be placed on Website of the Company at https://www.ebnl.org/dp/41/shareholder''s-information

TRANSFER TO GENERAL RESERVES:

The Company doesn''t propose to transfer any amount to be transferred to General Reserves.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the year under review.

SHARE CAPITAL:

The Company has not issued shares with voting rights and / or differential voting rights nor granted stock options nor sweat equity during the year under review.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes / events occurring after balance sheet date till the date of the report to be stated.

INDUCTION OF STRATEGIC AND FINANCIAL PARTNERS DURING THE YEAR:

During the year under review, your Company did not induct any Strategic and Financial Partner.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(A) INDEPENDENT DIRECTORS:

The Company, as on March 31,2024 has Four Independent Directors on Board as follows:

1. Mr. Anatharama Sethumani Subramanian

2. Mr. Dinesh Kumar Deora

3. Mr. Milind Sitaram Desai

4. Mr. Veeraraghavan Ranganathan

All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under section 149 of the Companies Act, 2013.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

A separate meeting of the Independent Director was convened on March 20, 2024, which reviewed the performance of the Board, the NonIndependent Directors and the Chairman.

(B) CESSATION OF DIRECTORS:

With profound sorrow, we announce the passing of our esteemed Independent Director and Chairman of the Board, Mr. Ashok Kadakia, who left us on June 02, 2023. Mr. Kadakia was an exemplary leader, whose dedication, vision and guidance significantly shaped the direction and success of our Company.

His contributions to our organization were immeasurable and his loss is deeply felt by all of us. The Board of Directors, along with the entire Company, extends our heartfelt condolences to his family and loved ones during this challenging time.

In his honor, we acknowledge his invaluable service and the lasting impact he made on our Company.

May his soul rest in peace.

(C) APPOINTMENT OF DIRECTORS:

Mr. Dinesh Kumar Deora, appointed as Independent Director- Additional, on March 20, 2024 and Mr. Veeraraghavan Ranganathan appointed as Independent Director- Additional, on October 27, 2023 during the year under review.

(D) RETIRE BY ROTATION:

Dr. (Mrs.) Sarada Raghavan Srinivasa and Mrs. Rajalakshmi Srinivasa Raghavan, retires by rotation at the ensuing Annual General Meeting. They, being eligible, have offered themselves for re-appointment as the Director(s) of the Company.

(E) KEY MANAGERIAL PERSONNEL:

Mr. Srinivasa Raghavan Mathurakavi Ayyangar continues to act as Managing Director of the Company.

Mr. Jeyavel Balaiah Nadar continues to act as Chief Financial Officer.

Mrs. Priyanka Omprakash Sharma continues to act as Company Secretary and Compliance Officer of the Company.

(F) PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, its committees and that of its individual Directors. The evaluation was done based on set questionnaires which were given to them at the time of evaluation.

(G) CODE OF CONDUCT:

The Directors and senior management personnel has Complied with the Code of Conduct of the Company.

(H) REMUNERATION AND NOMINATION POLICY:

The Nomination and Remuneration Committee of the Board formulated a Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees which, inter alia, prescribes the criteria for determining qualifications, positive attributes and independence of Directors. The Policy is available on the web site of the Company and the link for the same is provided below: https://www.ebnl.org/dp/41/shareholder''s-information

(I) MEETINGS OF THE BOARD AND COMMITTEES THEREOF:

During the year under review, the Board of Directors met 6 times, Audit committee met 5 times and Nomination & Remuneration committee met twice. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further As per para 2.2 of Secretarial Standard-1 issued by Institute of Company Secretaries of India, the Board has set the minimum number and frequency of Committee meetings. The details of the dates of the meeting and attendance of the Directors are given below:

i. Meetings of the Board and Attendance thereof :
Sr. No.	Name of the Director	Date and Attendance of the Board Meetings
		20.05.2023	10.08.2023	27.10.2023	09.12.2023	03.02.2024	20.03.2024
1.	Mr. Ashok M. Kadakia* (Ex-Chairman and Independent Director)	X	NA	NA	NA	NA	NA
2. ?	Mr. Srinivasa Raghavan Mathurakavi Ayyangar (Chairman & Managing Director)	p	P	P	P	P	P
3.	Jeyavel Balaiah Nadar (Executive Director & CFO)	p	P	P	P	P	P
4.	Mrs. Rajalakshmi Srinivasa Raghavan (Non- Executive Director)	p	P	X	P	P	X
5.	Dr. Sarada Srinivasa Raghavan (Director)	p	P	P	P	P	P
6.	Dr. Anuradha Srinivasa Raghavan (Independent Director)	p	X	X	P	X	P
7.	Mr. Anantharama Sethumani Subramanian (Independent Director)	p	X	X	X	X	X
8.	Mr. Milind Sitaram Desai (Independent Director)	p	P	P	P	P	P
9.	Mr. Veeraraghava RanganathanA (Independent Director)	NA	NA	NA	P	P	P
10.	Mr. Dinesh Kumar Deora# (Independent Director)	NA	NA	NA	NA	NA	NA
Notes: 1. *Ceased to be the Director of the Company due to his passing on June 02, 2023. 2. Appointed w.e.f. October 27, 2023. 3. #appointed w.e.f. March 20, 2024

i. Audit Committee:
Sr. No.	Name of the Member	No. of Meetings Attended
		20.05.2023	10.08.2023	09.12.2023	03.02.2024
1.	Mr. Milind Sitaram Desai (Chairman)	P	P	P	P
2.	Mrs. Srinivasa Raghavan Mathurakavi Ayyangar (Member)	P	P	P	P
3.	Mr. Mr. Anantharama S. Subramanian* (Member)	P	X	X	X
4.	Mr. Ashok Manilal KadakiaA (Member)	X	NA	NA	NA
5.	Mr. Veeraraghava Ranganathan# (Member)	NA	NA	P	P
6.	Mr. Dinesh Kumar Deora* (Member)	NA	NA	NA	NA
Note: ACeased to be the Director of the Company due to his passing on June 02, 2023. # Mr. Veeraraghava Ranganathan was appointed as Independent Director w.e.f. 27.10.2023 and accordingly the Committee was re-constituted by inducting him as member in the said meeting. *Mr. Dinesh Kumar Deora was appointed as Independent Director w.e.f. 20.03.2024 and accordingly the Committee was re-constituted by inducting him as member in the said meeting in place of Mr. Anantharama S. Subramanian.

iii. Nomination and Remuneration committee:
Sr. No.	Name of the Member	No. of Meetings Attended
		10.08.2023	27.10.2023	20.03.2024
1.	Mr. Milind Sitaram Desai (Chairman)	P	P	P
2.	Mr. Anantharama S. Subramanian* (Member)	X	P	X
3.	Mrs. Rajalakshmi Srinivasa Raghavan# (Member)	P	X	X
4.	Mr. Veeraraghava RanganathanA (Member)	NA	NA	P
5.	Mr. Dinesh Kumar Deora* (Member)	NA	NA	NA
6.	Mr. Srinivasa Raghavan Mathurakavi Ayyangar@ (Member)	NA	NA	NA

Note: *Mr. Dinesh Kumar Deora was appointed as Independent Director w.e.f. 20.03.2024 and accordingly the Committee was re-constituted by inducting him as member in the said meeting in place of Mr. Anantharama S. Subramanian.

^A Mr. Veeraraghava Ranganathan was appointed as Independent Director w.e.f. 27.10.2023 and accordingly the Committee was re-constituted by inducting him as member in the said meeting.

# Mrs. Rajalakshmi Srinivasa Raghavan ceased to be the Member of the Committee w.e.f. March 20,2024.

@ Mr. Srinivasa Raghavan Mathurakavi Ayyangar was inducted as member of the committee w.e.f. March 20, 2024 iv. Stakeholders Relationship Committee:

Your Company has a Nomination and Remuneration Committee in place with the constitution, powers and roles as prescribed u/s 178 of the Companies Act, 2013.

The following are the members of the Committee:

Sr. No.	Name of the Director	Designation
1.	Mr. Milind Sitaram Desai (Independent Director)	Chairman
2.	Mr. Dinesh Kumar Deora (Independent Director)	Member
3.	Mr. Srinivasa Raghavan Mathurakavi Ayyangar (Managing Director)	Member

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to Financial Statements.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy is made available on the Company''s website https://www.ebnl.org/

The link for the same has been provided below: https://www.ebnl.org/dp/41/shareholder''s-information

RISK MANAGEMENT POLICY:

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions are placed before the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your Directors confirm that:

(i) That in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit / loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not covered under the Companies (Corporate Social Responsibility) Rules 2013.

INTERNAL CONTROL SYSTEM AND ADEQUACY:

The Company has a proper and adequate internal control system to ensure that its assets are safeguarded and protected against unauthorized use and disposition and all the transactions are properly recorded and reported. The company also has a system of management reviews to ensure compliance with the prescribed procedures and authority levels.

CORPORATE GOVERNANCE:

The paid-up capital of the Company is less than Rs. 10 Crores and the Net-worth of the Company is less than 25 Crores as on the last day of the previous financial year. Pursuant to regulation 15(2) of SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V SHALL NOT apply, in respect of those listed entities whose paid up equity share capital does not exceed rupees ten crore and net worth does not exceed rupees twenty five crore, as on the last day of the previous financial year. Accordingly, your company is exempt from attaching Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion & Analysis Report, as per Part B of Schedule V under regulation 34(3) of the SEBI (LODR) Regulations, 2015 which forms an integral part of this Report and is annexed at “Annexure B”.

OVERVIEW OF THE INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY DURING THE LAST YEAR AND EXTERNAL ENVIRONEMNT AND ECONOMIC OUTLOOK:

The information pertaining to overview of the industry and important changes in the Industry and External Environment and Economic Outlook during the last year has been incorporated in Management Discussion and Analysis part of the report. The same forms part of the report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the F.Y. 2023-24 your company was not required to transfer any amount or shares to the Investor Education and Protection Fund established by the Central Govt.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company. Disclosures as required under the said rule is annexed at “Annexure C”.

SECRETARIAL STANDARDS:

The Directors confirm that the Company is in compliance with applicable secretarial standards issued by Institute of Company Secretaries of India. PERSONNEL:

Industrial relations at the Company''s factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees towards achieving improved productivity and flexibility in operation.

AUDITORS:

a. Statutory Auditors:

The tenure of existing statutory auditors i.e. M/s. V. Sankar Aiyar & Co, Chartered Accountants, was upto the conclusion of 31st Annual General Meeting (AGM). The Board of Directors at their meeting held on August 10, 2023 appointed M/s. V. Nagarajan & Co., Chartered Accountants, Noida (Firm Registration No.: 004879N) as new statutory auditors of the Company, subject to the approval of the Members, who shall hold office for a term of Five years from the conclusion of the 31" AGM until the conclusion of the 36th AGM of the Company to be held in the year 2028. Consequently, the resolution of the appointment of new statutory auditors formed part of the Notice of the 31st AGM. However, during the 31st AGM held on September 29, 2023, a technical issue of unforeseen nature arose, which regrettably resulted in the inadvertent omission of their appointment from the remote e-voting process. In light of this inadvertent oversight, your Board of Directors had proposed to convene an Extraordinary General Meeting (EGM) to provide our esteemed shareholders with an opportunity to re-participate in the resolution pertaining to the appointment of M/s. V. Nagarajan & Co, Chartered Accountants, Noida, as Statutory Auditors and the said EGM was convened on November 24, 2024 and the resolution for appointment of new statutory auditors was passed by requisite majority.

Further, there is no qualification, adverse remark or observation in their audit report.

No instance of fraud was reported by the Auditors during the year.

The Company has received Eligibility certificate letter from M/s. V. Nagarajan & Co, Chartered Accountants, Noida. to the effect that their appointment, is within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

b. Cost Audit:

Audit of Cost Records is not applicable to the Company for year 2023-2024 as per Section 148 and relevant rules issued under the said Section.

c. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Mr. Mohd. Akram, a Company Secretary in Practice (Mem. ACS No. 22589, C.O.P. No. 9411) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - A and forms an integral part of this Report.

The observation contained in the Secretarial Audit Report is self-explanatory and does not require any further explanation.

d. Internal Audit:

As required under Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function during the F.Y. 2023-24 was carried out by Mr. Jeyaval Nadar.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy.

No. of complaints filed during the No. of complaints disposed off No. of complaints pending as at

financial year during the financial year end of the financial year

0 0 0

STATEMENT PURSUANT TO LISTING AGREEMENTS:

The Company''s shares are only listed with the BSE Ltd. Your Company has paid the Annual Listing Fees up to date.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As the Company''s own factory has not been in operation, no special energy saving measures is required and hence no report on technology absorption is required.

There are no cases filed under the above Act and hence no comments required on disposal of the cases under the same.

Foreign Exchange Earnings and Outgo: Earnings	Rs. 25,54,923/-
Outgo	Rs. NIL

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the Shareholders, Employees and its Bankers during the year under review.

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Mar 31, 2015

The Directors present their 23rd Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2015.

Financial Results (Rs. in Lacs) (Rs. in Lacs) 2014-2015 2013-2014

Profit / (Loss) before Interest, Depreciation and Tax: (8.86) 2.85

Depreciation: 6.87 19.58

Deferred Tax (3.94) 13.98

Net Profit / (Loss) (11.79) (30.71)

Operations, Management's discussions and analysis:

We have been in negotiation with an Indo-Canadian joint venture company for sub-leasing of our excess land. In all probability it may fructify soon to provide some working capital help for our operations. As the permissions from MIDC and other Government agencies may take considerable expenses, the real help in working capital may be available only from next financial year. We are also in negotiations with a South African company for importing our Skin Creams. The registration formalities in South Africa are costly and time consuming - but will be very beneficial on the long run.

Dividends:

As the Company has accumulated losses, no dividend is recommended.

Change in nature of business, if any:

There has been no change in the nature of business of the Company during the year under review.

Amounts transferred to Reserves:

No amount is transferred to reserves.

Deposits:

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Share Capital:

The company has not issued shares with voting rights and/ or differential voting rights nor granted stock options nor sweat equity during the year under review.

Material Changes affecting the Financial Position of the Company:

There have been no material changes / events occurring after balance sheet date till the date of the report to be stated.

Details of Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Ashok M. Kadakia, Mr. Manoj Moolchand Shah, Mr. Arvind Moolchand Shah, Mr. Vijay Kumar Agrawal and Mr. Ajay Ishwarlal Bora, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Board Evaluation:

Pursuant to the provisions of the Company's Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and the clause 49 of the listing Agreement that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

The performance evaluation of the independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Number of Meetings of the Board:

The details of the number of meetings of the Board held during the Financial Year 2014-2015 forms part of the Corporate Governance Report.

Particulars of Loans, Guarantees or Investments by Company:

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to Financial Statements.

Whistle Blower Policy:

The Company has a whistle blower policy to report genuine concerns or grievances.

Remuneration and Nomination Policy:

The Company has formulated the Nomination & Remuneration policy for its directors, key managerial personnel and other employees keeping in view the followings

- the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

- relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

- remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals:

This policy also lays down criteria for selection and appointment of Board Members.

Vigil Mechanism:

Company established a vigil mechanism pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement for their directors and employees to report their genuine concerns or grievances.

Risk Management Policy:

Company has developed and implements Risk Management Policy including identification of elements of risk which in the opinion of the Board may threaten to the existence of the company. Company also reviewed & evaluates the implementation process of risk management policy time to time so that future risk can be minimized.

Related Party Transactions:

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted.

Significant and Material Orders passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

(i) That in the preparation of the Annual Accounts for the year ended March 31st, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate Social Responsibility (CSR):

The company is not covered under the Companies (Corporate Social Responsibility) Rules 2013.

Internal Control System and Adequacy:

The company has a proper and adequate internal control system to ensure that its assets are safeguarded and protected against unauthorized use and disposition and all the transactions are properly recorded and reported. The company also has a system of management reviews to ensure compliance with the prescribed procedures and authority levels.

Statutory Auditors and Explanation to Auditor's Remarks:

M/s. V. Sankar Aiyar & Co, Chartered Accountants, who are statutory auditor of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company as required under the provision of section 139 of Companies Act, 2013. The Audit Report does not contain any qualification / adverse remark.

Cost Audit:

Audit of Cost Records is not applicable to the Company for year 2014-2015 as per Section 148 and relevant rules issued under the said Section.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Shri Dinesh Kumar Deora a firm of Company Secretaries in Practice (Mem. FCS No. 5683, C.O.P. No.4119) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure – B and forms an integral part of this Report.

In regards to the qualification mentioned on secretarial Auditor Report, the Company has been in the process of appointing a CFO and Company Secretary as the Company is not getting candidates in view of small size of business operations of the Company.

Particulars of Employees:

The Company at present does not have any employee details of which are required to be disclosed pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details of Subsidiary, Joint Venture or Associates:

There is no subsidiary, Joint Venture or Associate Company.

Disclosures under sexual harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013:

There are no cases filed under the above Act and hence no comments required on disposal of the cases under the same.

Statement Pursuant to Listing Agreements:

The Company's shares are listed with the BSE Ltd. Your Company has paid the annual listing fees up to date.

Extract of Annual Returns:

The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report as per Annexure A.

Conservation of Energy and Technology Absorption:

As the Company's own factory has not been in operation, no special energy saving measures is required and hence no report on technology absorption is required.

Corporate Governance:

A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, form part of the Annual Report.

Acknowledgements:

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the Shareholders, Employees and its Bankers during the year under review.

For and on behalf of the

Board of Directors

Place: Mumbai Ashok M. Kadakia

Date: 14th May 2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors present their 22nd Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2014.

Financial Results

(Rs in Lacs) ( Rs in Lacs) 2013-2014 2012-2013

Profit / (Loss) before Interest, Depreciation and Tax: 2.85 (11.42)

Depreciation: 19.58 7.03

Deferred Tax 13.98 --

Net Profit / (Loss) (30.71) (18.45)

Operations, Management''s discussions and analysis:

Encouraging repeat orders from Australia, Netherlands & South Africa are indicative of growing acceptance for our products. Our technology being futuristic, it is taking time for wide acceptance in the healthcare world. However, we see a very bright future for all our products in course of time.

Dividends:

As the Company has accumulated losses, no dividends are recommended.

Directors:

Mr. Vijay K. Agrawal and Mr. Manoj M. Shah retire by rotation and being eligible offer themselves for re- appointment.

The Directors mentioned above are deemed to be interested in their resolutions for re-appointment.

The Company had inducted Dr. Anuradha S. Raghavan as an additional Director and Dr. Sarada S. Raghavan as an additional Director. It is recommended that the members approve the reappointment of Dr. Anuradha S. Raghavan and Dr. Sarada S. Raghavan, in the ensuing Annual General Meeting.

Statement Pursuant to Listing Agreements:

The Company''s shares are listed with the BSE Ltd. Your Company has paid the annual listing fees up to date.

Auditors:

M/s. V. Sankar Aiyar & Co, Chartered Accountants, the retiring Auditors of the Company are eligible for re- appointment. Members are requested to re-appoint the Auditors for the current year and fix their remuneration.

Particulars of Employees:

The particulars of employees under Section 217(2A) of the Companies Act 1956 is given in Annexure 1.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Pollution Control.

A statement giving details of the Conservation of Energy, Technology absorption, Pollution Control, Exports and Foreign Exchange earnings and outgo is annexed to this report (Annexure 2).

Directors Responsibility Statement:

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956 (the Act) your Directors hereby confirm that:

i) In preparing the Annual Accounts for the year ended 31st March 2014 all the applicable accounting standards have been followed.

ii) Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the Loss of the Company for the year ended on that date.

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and for preventing / detecting fraud and irregularities have been taken.

iv) The Annual Accounts have been prepared on a "going concern" basis.

Corporate Governance:

A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, form part of the Annual Report.

Acknowledgements:

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the Shareholders, Employees and its Bankers during the year under review.

For and on behalf of theBoard of Directors Place: Mumbai Ashok M. Kadakia Date: 22nd May 2014 Chairman

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Mar 31, 2013

The Directors present their 21st Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2013.

Financial Results

(Rs. in Lacs) (Rs. in Lacs) 2012-2013 2011-2012

Profit /(Loss) before Interest,

Depreciation and Tax: (11.42) 4.40

Depreciation: 7.03 7.01

Net Profit / (Loss) (18.45) (2.61)

Operations, Management''s discussions and analysis:

Encouraging repeat orders from Australia, Netherlands & South Africa are indicative of growing acceptance for our products. Our technology being futuristic, it is taking time for wide acceptance in the healthcare world. However, we see a very bright future for all our products in course of time.

Dividends:

As the Company has accumulated losses, no dividends are recommended.

Directors:

Mr. Ashok M. Kadakia and Mr. Arvind M. Shah retire by rotation and being eligible offer themselves for re- appointment.

The Directors mentioned above are deemed to be interested in their resolutions for re-appointment.

During the year under review Mr. A.V.Vardharajan, Executive Director of the Company left the employment of the company citing personal reasons. The Company had inducted Mr. Ajay I. Bora as an additional Director. It is recommended that the members approve the reappointment of Mr. Ajay I. Bora in the ensuing Annual General Meeting.

Statement Pursuant to Listing Agreements:

The Company''s shares are listed with the BSE Ltd. Your Company has paid the annual listing fees up to date.

Auditors:

M/s. R. G. Jain & Co, Chartered Accountants, the retiring Auditors hold office till the conclusion of the ensuing Annual General Meeting. They have expressed their inability to continue as Auditors due to personal reasons. The Company has received a notice from one member proposing M/s. V. Shankar Iyer & Co, Chartered Accountants as Auditors of the Company. A letter has also been received from M/s. V. Shankar Iyer & Co, Chartered Accountants stating that the appointment, if made will be in accordance with the provisions of the Companies Act, 1956. Members are requested to appoint M/s. V. Shankar Iyer & Co, Chartered Accountants, as the Auditors to hold office from the conclusion of this meeting to the conclusion of the next Annual General Meeting and fix their remuneration.

Particulars of Employees:

The particulars of employees under Section 217(2A) of the Companies Act 1956 is given in Annexure 1.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Pollution Control.

A statement giving details of the Conservation of Energy, Technology absorption, Pollution Control, Exports and Foreign Exchange earnings and outgo is annexed to this report (Annexure 2).

Directors Responsibility Statement:

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956 (the Act) your Directors hereby confirm that:

i) In preparing the Annual Accounts for the year ended 31st March 2013 all the applicable accounting standards have been followed.

ii) Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and of the Loss of the Company for the year ended on that date.

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and for preventing / detecting fraud and irregularities have been taken.

iv) The Annual Accounts have been prepared on a "going concern" basis.

Corporate Governance:

A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, form part of the Annual Report.

Acknowledgements:

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the Shareholders, Employees and its Bankers during the year under review.

By Order of the Board

For Emmessar Biotech & Nutrition Ltd

Place: Mumbai MSR Ayyangar

Date: 30th May 2013 Managing Director

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Mar 31, 2012

The Directors present their 20th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2012.

Financial Results

(Rs.. in Lacs) (Rs.. in Lacs)

2011-2012 2010-2011

Profit /(Loss) before Interest,

Depreciation and Tax: 4.40 (19.99)

Depreciation: 7.01 7.88

Net Profit / (Loss) (2.61) (27.87)

Operations, Management's discussions and analysis:

The Global depression has had its own adverse impact on us also. Many promising prospects could not be realised because of this. Growing appreciation for the healthcare products by the end users is not getting reflected with corresponding jump in sales due to variety of factors. However, the growing realisation worldwide for non-toxic medicines will ensure our growth in future. The sale of chemicals has been badly hit because of global recession.

Dividends:

As the Company has accumulated losses, no dividends are recommended.

Directors:

Mr. Vijay K. Agrawal and Mr. Manoj M. Shah retire , by rotation and being eligible offer themselves for re- appointment.

The Directors mentioned above are deemed to be interested in their resolutions for re-appointment.

Statement Pursuant to Listing Agreements:

The Company's shares are listed with the BSE Ltd. Your Company has paid the annual listing fees up to date.

Auditors:

R G. Jain & Co, Chartered Accountants, the retiring Auditors of the Company are eligible for re-appointment. Members are requested to re-appoint the Auditors for the current year and fix their remuneration.

Particulars of Employees:

The particulars of employees under Section 217(2A) of the Companies Act 1956 is given in Annexure 1.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Pollution Control.

A statement giving details of the Conservation of Energy, Technology absorption, Pollution Control, Exports and Foreign Exchange earnings and outgo is annexed to this report (Annexure 2).

Directors Responsibility Statement:

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956 (the Act) your Directors hereby confirm that:

i) In preparing the Annual Accounts for the year ended 31st March 2012 all the applicable accounting standards have been followed.

ii) Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the Loss of the Company for the year ended on that date.

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and for preventing / detecting fraud and irregularities have been taken.

iv) The Annual Accounts have been prepared on a "going concern" basis.

Corporate Governance:

A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, form part of the Annual Report.

Acknowledgements:

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the Shareholders, Employees and its Bankers during the year under review.

For and on behalf of the

Board of Directors Place: Mumbai MSR Ayyangar

Date: 12th July 2012 Managing Director

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Mar 31, 2010

The Directors present their 18th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2010.

Financial Results

(Rs in Lacs) (Rs in Lacs) 2009-2010 2008-2009

Profit/(Loss) before Interest, (7.59) 3.30 Depreciation and Tax:

Depreciation: 7.52 7.86

Provision for FBT 0.00 0.27

Net Profit / (Loss) (15.11) (4.83)

Add Surplus / (Deficit) brought forward from last year (246.80) (241.97)

Surplus / (Deficit) carried forward to next year (261.91) (246.80)

Operations, Managements discussions and analysis:

Our Sales of fine chemicals and Micro Nutrients did not grow as expected. However our Health care formulations have shown promise. We now have over 45 Marketing and Distribution network within the country covering all states. We have overseas distribution network in 5 countries. Our products are getting progressively increasing acceptance world over.

Dividends:

As the Company has accumulated losses, no dividends are recommended.

Directors:

Mr. Vijay K. Agrawal and Mr. Manoj M. Shah retire by rotation and being eligible offer themselves for re- appointment.

The Directors mentioned above are deemed to be interested in their resolutions for re-appointment.

Mr. P. Chandrasekar, Director of the company has submitted his resignation on 23rd November 2009 to the board citing personal reasons. His resignation was accepted by the Board. The Board wishes to place on record its appreciation of Mr. Chandrasekhar for his contributions made during his tenure.

Statement Pursuant to Listing Agreements:

The Companys shares are listed with The Bombay Stock Exchange Ltd. Your Company has paid the annual listing fees up to date.

Auditors:

M/s. R. G. Jain & Co, Chartered Accountants, the retiring Auditors of the Company are eligible for re-appointment. Members are requested to re-appoint the Auditors for the current year and fix their remuneration.

Particulars of Employees:

The particulars of employees under Section 217(2A) of the Companies Act 1956 is given in Annexure 1.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Pollution Control.

A statement giving details of the Conservation of Energy, Technology absorption, Pollution Control, Exports and Foreign Exchange earnings and outgo is annexed to this report (Annexure2).

Directors Responsibility Statement:

In Compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956 (the Act) your Directors hereby confirm that:

i) In preparing the Annual Accounts for the year ended 31st March 2010 all the applicable accounting standards have been followed.

ii) Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the Loss of the Company for the year ended on that date.

iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act and for preventing / detecting fraud and irregularities have been taken.

iv) The Annual Accounts have been prepared on a "going concern" basis.

Corporate Governance:

A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, form part of the Annual Report.

Acknowledgements:

Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from the Shareholders, Employees and its Bankers during the year under review.

For and on behalf of the Board of Directors

Place: Mumbai MSR Ayyangar. Date: 30th April 2010 Managing Director