Directors Report of Emmsons International Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting this 31^st Annual Report on the business and operations of the Company
together with Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

Particulars	Standalone	(Rs. in Lacs)	Consolidated (Rs. in Lacs)
	Financial Year 2023-24	Financial Year 2022-23	Financial Year 2023-24	Financial Year 2022-23
Revenue From Operations	-	-	-	-
Other Income	3.84	1.49	3.84	1.49
Total Income	3.84	1.49	3.84	1.49
Expenses:
Employee Benefit Expenses	20.28	21.07	20.28	21.07
Finance Cost	19039.82	17420.04	19039.82	17420.04
Depreciation and Amortization expenses	11.40	13.65	11.40	13.65
Other Expenses	44.56	149.57	44.56	3369.32
Total Expenses	19116.07	17604.34	19116.07	20824.08
Profit/(Loss) before exceptional items and tax	(19112.22)	(17602.85)	(19112.22)	(20822.59)
Exceptional Items	-	-	-	-
Profit/(Loss) before tax	(19112.22)	(17602.85)	(19112.22)	(20822.59)
Tax Expenses	-	-	-	-
Profit/(Loss) after tax	(19112.22)	(17602.85)	(19112.22)	(20822.59)
Other Comprehensive Income (OCI)	5.01	3.69	5.01	3.69
Total comprehensive income for the year	(19107.21)	(17599.15)	(19107.21)	(20818.90)
Earnings Per Share Basic & Diluted	(159.32)	(146.74)	(159.32)	(173.58)

DIVIDEND:

Company has suffered huge losses during the year; hence Board has not recommended any dividend for the year
ended 2023-24.

FINANCIAL AND OPERATIONAL PERFORMANCE

During the financial year 2023-24, on a standalone basis, the Company has earned revenues and there is other Income of
Rs. 3.84 lacs represent mainly profit on sale of car. Previous year there was other income of Rs. 1.49 lacs. The net loss
of company is Rs. (19107.21) lacs during the year as compared to previous year loss of Rs. (17599.15) lacs.

FIXED DEPOSITS

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

PERFORMANCE OF SUBSIDIARY COMPANIES, OVERSEAS

The Company has two (2) overseas Subsidiary Companies, namely:

• Emmsons Gulf DMCC,

• Emmsons SA.

Emmsons Gulf DMCC:

The business of the Company''s subsidiary Emmsons Gulf DMCC was also affected adversely. The Company has not
made any financial transactions during the FY 2023-24 and has further represented that because of deep financial
crunch, no staff was employed by them to prepare year ending financial statements.

Emmsons S.A:

The business of the Company''s subsidiary Emmsons S.A. was also affected adversely. The Company has not made any
financial transactions during the EY. 2023-24 and has further represented that because of deep financial crunch, no staff
was employed by them to prepare year ending financial statements.

In accordance with the Companies Act, 2013, the Audited Consolidated Financial Statements is provided in the Annual
Report and performances of the subsidiary companies are attached in AOC-1 to this report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, the Company has not changed the nature of its business.

MEETINGS OF BOARD OF DIRECTORS

Seven meetings of the Board of Directors were held during the year and the intervening gap between any two meetings
was within the period prescribed under Companies Act, 2013. For further details, please refer report on Corporate
Governance forming part of Annual Report.

DIRECTORS

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

During the year under review, Mr. Rahul Chopra, Non-Executive Independent Director was re-appointed as Independent
Director for a second term of five (5) years from 28.03.2023 to 27.03.2028 as he had shown his interest for reappointment
as Independent Director for a second term of five years. In the opinion of the Board, the Director possess integrity
expertise and experience (including proficiency) required for reappointment as Independent Director of the Company.

The tenure of Mr. Rajesh Monga in the Capacity of Whole Time Director of the Company was completed on 31^st
December, 2023; however, he continued as Non-Executive Director on the Board of the Company. He was again
appointed as Whole Time Director of the Company for a fresh term of 5 (five) years with effect from 29^th May, 2024,
subject to the approval of shareholders at the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

In compliance with provisions of section 203 of the Companies Act, 2013, following are the KMPs of the Company as
on 31st March, 2024:

Serial No.	Name	Designation
1	Mr. Anil Kumar Monga	Chairman & Managing Director
2	Mr. Rajesh Monga	Director1 (Whole Time Director till 31.12.2023)
3	Mr. Bhalendra Pal Singh	Chief Financial Officer
4	Ms. Priya Kesari	Company Secretary and Compliance Officer

• Ms. Priya Kesari was appointed as Company Secretary and Compliance Officer of the Company wef 22^nd
August, 2023.

DECLARATION UNDER SECTION 149(6)

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.

FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS

Your Company has formulated Familiarization Programme for all the Board Members in accordance with Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Schedule IV of the
Companies Act, 2013 which provides that the Company shall familiarize the Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model
of the Company etc. through various programmes.

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 salary, if any, sitting fees 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. The Company has not paid any remuneration to its directors during the financial
year and Independent Directors attended meetings without sitting fees.

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

EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed
by SEBI (LIisting 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 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 statements (please refer Note no. 32 and 36(b) of standalone financial statements.

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. There is no materially significant related party
transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other Related
Parties, which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the
Audit Committee is obtained for the transactions, which are repetitive in nature. A statement giving details of all related
party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly
basis.

Your Directors draw the attention of the members to Note No.32 of the Financial Statements which sets out related
party disclosures under Indian Accounting Standards (IND AS).

Further, the disclosure as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 annexed to
this report.

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

Your Directors draw attention of the Members to the Note No. 32 to the standalone financial statements which set
out the related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the Company is not having any distributable profits and revenue from last three financial years, hence provisions
of Section 135 of the Companies Act, 2013, with respect to Corporate Social Responsibility are not applicable to the
Company.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit committee are included in the Corporate Governance Report
which is part of this report.

AUDITOR''S REPORT

M/s B.B. Chaudhry & Co., Statutory Auditors of the Company have submitted Auditors'' Report on the accounts of the
Company for the accounting year ended 31st March, 2024. The Auditors'' Report is self-explanatory. Further; the Board
gives the following explanations to the qualifications to the Auditors'' Report to the members:

QUALIFICATIONS:

1. Statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2024, on
account of disputes are given below:

Name of the statute	Nature of dues	Amount (in lacs)	Period to whichthe amount relates	Forum where dispute is pending
Income Tax	Income Tax Penalty	5.55	A.Y 2012-13	CIT (A)
Income Tax	Income Tax Demand	1140.79	A.Y 2013-14	CIT (a)
Income Tax	Income Tax Demand	579.13	A.Y. 2014-15	C1T7A)

Explanation: 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 operations. Further the Company''s accounts are NPA and there is cash crunch in the
Company.

2. According to the information and explanations given to us and on the basis of our examination of the records
of the company, in our opinion, the Company has defaulted in repayment of loans or borrowing to a financial
institution, bank or Government as given below

S. No	Name of Lender	Total Amount of Default (Rs. In lacs)	Period of Default
1	Indian Bank, New Delhi (Ex-Allahabad Bank-Now merged with Indian Bank)	32218.03	Due between May 2015 to March 2024
2	Bank of Baroda, New Delhi	33020.06	Due between March 2015 to March 2024
3	Indian Overseas Bank, New Delhi	53519.41	Due between May 2015 to March 2024
4	Punjab National Bank, New Delhi (Ex-Oriental Bank of Commerce-Now merged with Punjab National Bank)	111257.87	Due between July 2015 to March 2024
5	Less: sale of immovable property mortgaged to bank	(31.36)
	TOTAL	229984.01

Explanation: 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 operations. Further the Company''s accounts are NPA and there is cash crunch in the
Company.

3. According to the information and explanations given to us and on the basis of our examination of the records of
the company, in our opinion, the company has incurred cash losses during the financial year amounting to Rs.
19100.82 Lacs covered by our audit and Rs. 17589.19 Lacs in the immediately preceding financial year:

Explanation: 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 operations.

AUDITORS

M/s B.B. Chaudhry & Co., Chartered Accountant was appointed as the statutory auditors of the Company for a
period of five years from 1.04.2021 to 31.03.2026.

SECRETARIAL AUDITOR

The Board has appointed M/s. Saurabh Agrawal & Co., Practicing Company Secretaries, New Delhi to conduct
Secretarial Audit for the financial year 2023-24. The Secretarial Auditor Report for the financial year ended March 31,
2024 is annexed herewith to this Report. The board gives the following explanations on the Observations of the
Secretarial Audit Report of the Auditor:

1. As per Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and read
with provision of Section 203 of the Companies Act, 2013 the Company has appointed a qualified Company
Secretary cum Compliance officer with effect from 22^nd August, 2023.

Explanation: Due to some financials obligations, the Company could not appoint full time Company Secretary till
21^st August, 2023, however, the Company has appointed full time Company Secretary cum Compliance
officer with effect from 22^nd August, 2023.

2. The company has not complied the provision of Section 149 of the Companies Act, 2013 pertaining to the
combination of executive and non-executive directors in the Board of the Company. The Independent directors
were not registered with Indian Institute of Corporate Affairs as per requirement of the Ministry of Corporate
Affairs till 23^rd August 2023, however independent directors got their registration with effect from 24^th August,
2023.

Explanation: The Company has taken appropriate action and Independent directors got their registration with
effect from 24^th August, 2023.

3. As per Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has not
maintained the structured digital database containing the names of such person or entities as the case may
be with whom information is shared till 23rd November, 2023. However, the company has taken software
(structured digital database) and complied the provision with effect from 24^th November, 2023.

Explanation: The Company has taken appropriate action and has duly installed the relevant software
for maintenance of the Structured Digital Database and is fully compliant with the requirements pursuant
to the provisions of Reg 3(5) with effect from 24^th November, 2023. The Board further ensured to abide by
all the applicable regulations time to time and timely entry of all required information in the database in
future as per the aforesaid regulation.

4. As per Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the
Company has not formulated a code of practices and procedures for fair disclosures of unpublished price
sensitive information till 23rd November, 2023. However, the company has taken software (structured digital
database) and complied the provision with effect from 24^th November, 2023.

Explanation: The Company has taken appropriate action and has duly installed the relevant software
for maintenance of the Structured Digital Database and is fully compliant with the requirements pursuant
to the provisions of Reg 8 with effect from 24^th November, 2023. The Board further ensured to abide by all
the applicable regulations time to time and timely entry of all required information in the database in future
as per the aforesaid regulation.

5. As per Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, The Board of Directors of the
Company has not formulated the code of conduct to regulate, monitor and report trading by its designated
persons and immediate relatives of designated persons towards achieving compliance with these regulations
till 23rd November, 2023. However, the company has taken software (structured digital database) and complied
the provision with effect from 24^th November, 2023.

Explanation: The Company has taken appropriate action and has duly installed the relevant software
for maintenance of the Structured Digital Database and has formulated the code of conduct to regulate,
monitor and report trading by its designated persons and immediate relatives of designated persons towards
achieving compliance with the provisions of Reg 9 with effect from 24^th November, 2023. The Board further
ensured to abide by all the applicable regulations time to time and timely entry of all required information
in the database in future as per the aforesaid regulation.

6. The Company has accumulated losses of Rs. 235225.64 lacs and its net worth has been fully eroded, the
company has incurred a net loss during the current year and previous year and, the company''s current liabilities
exceeded its current assets as at balance sheet date.

Explanation: 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 operations.

7. The Company''s bank accounts were declared Non-Performing Assets (NPA) in the years 2014 & year 2015
and no settlement has been made till reporting date. During the year provision for Interest amounting Rs. Rs.
19039.82 lacs at the prevailing interest rates have been made in books and total bank borrowings outstanding
as at reporting date is RS. 229984.01 Lacs.

Explanation: 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 operations.

8. Non-Current Investments of Rs 882.02 Lacs includes investments made in unquoted Equity shares and share
application money in its loss-making foreign subsidiary companies. The impact thereof on value of investments
is unascertainable.

Explanation: All the investments represent investment in the equity sharesof loss- making Subsidiary Companies
and are Non-current Investments.

9. Statutory dues which have not been deposited as on March 31, 2024, on account of disputes are given
below:

Name of the statute	Nature of dues	Amount (in lacs)	Period to which the amount relates	Forum where dispute is pending
Income Tax	Income Tax Penalty	5.55	A.Y. 2012-13	CIT (A)
Income Tax	Income Tax Demand	1140.79	A.Y. 2013-14	CIT (A)
Income Tax	Income Tax Demand	579.13	A.Y. 2014-15	CIT (A)

Explanation: The Company has presented its case to applicable tax authority for undue demands and hopefully
demands may be reversed.

10. According to the information and explanations given to us and on the basis of our examination of the
records of the company, in our opinion, the Company has defaulted in repayment of loans or borrowing to
a financial institution, bank or Government as given below:

S.No	Name of Lender	Total Amount of Default (Rs. In lacs)	Period of Default
1	Indian Bank, New Delhi (Ex-Allahabad Bank-Now merged with Indian Bank)	32218.03	Due between May 2015 to March 2024
2	Bank of Baroda, New Delhi	33020.06	Due between March 2015 to March 2024
3	Indian Overseas Bank, New Delhi	53519.41	Due between May 2015 to March 2024
4	Punjab National Bank, New Delhi (Ex-Oriental Bank of Commerce-Now merged with Punjab National Bank)	111257.87	Due between July 2015 to March 2024
5	Less: sale of immovable property mortgaged to the bank	(31.36)
	TOTAL	229984.01

Explanation: 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 operations. Further the Company''s accounts are NPA and there is cash crunch in the
Company.

11. Bombay Stock Exchange vide their notice number 20210308-42 dated 08^th March, 2021, suspended the trading
in the securities of the Companies for non-compliance with the provisions of Regulation 34 of SEBI (Listing
Obligation and Disclosure Requirements) Regulations 2015. However, the Company has filed application for
revocation of suspension with BSE and the application is under consideration.

Explanation: The trading (business) of the Company has been adversely affected from 2014-2015 resulted in tight
liquidity position and affected Company''s ability to meet its financial obligations and to pay salary according to
market rate. As a result, all the senior staff including Company Secretary left the job, resulting in non-compliances.
Meanwhile, Covid pandemic started and Company could not appoint a Company Secretary.

12. Bombay Stock Exchange vide their email dated 11th March, 2021 had frozen the demat accounts of all the
entities mentioned in the shareholding pattern of the Company for non-compliance of Regulation 6(1) of SEBI

(Listing Obligation and Disclosure Requirements) Regulations 2015, pertaining to the appointment of qualified
Company Secretary. Further the Company has not paid the fine imposed by BSE. However, the company has
appointed a qualified Company Secretary cum Compliance Officer with effect from 22^nd August, 2023. The
company has submitted the request letter for the waiver of the fine with BSE.

Explanation: As already explained above Company, the trading (business) of the Company has been adversely
affected from 2014-2015 resulted in tight liquidity position and affected Company''s ability to meet its financial
obligations and to pay salary according to market rate. As a result, all the senior staff including Company Secretary
left the job, resulting in non-compliances. Meanwhile, Covid pandemic started and Company could not appoint
a Company Secretary. Further, the Company was not able to pay fine imposed by BSE, hence requested to BSE
for waiver of fine.

Further, the Company has filed application for revocation of suspension of trading of equity shares.

VIGIL MECHANSIM

Pursuant to provisions of Section 177(9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism"
incorporating whistle blower policy in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behaviour; actual
or suspected fraud or violation of the code of conduct by way of direct access to the Chairman/Chairman of the Audit
Committee.

The Company has also provided adequate safeguards against victimization of employees and Directors who express
their concerns.

The Policy on Vigil Mechanism may be accessed on the Company''s website at the link https://www.emmsons.com/
files/policies-and-programmes/vigil-mechanism.pdf.

EXTRACT OF ANNUAL RETURN

The Copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013
has been placed on the website of the Company. The web link as required under the Act is as under: https://
emmsons.com/annual-returns.htm.

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 Regulations 17 to 27, clauses (b) to (i) and (t) of
sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto.

The requisite Certificate from the Practicing Company Secretary confirming compliance with the conditions
of Corporate Governance as stipulated under aforesaid Schedule V of the Securities and Exchange Board of India
(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 annexed to this 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 is in process to pay the listing fee to the aforesaid Stock Exchange for the financial Year 2023-24.

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 earnings and outgo is as follows: -

	Rs. In Lacs
Foreign Exchange Earnings	Nil
Foreign Exchange Outgo	Nil

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, disclosures pertaining to
remuneration and other details as required are provided as Annexure "A" to this report.

In terms of section 197(14) of the Companies Act, 2013, the Company does not have any Holding Company. The
Managing Director or Whole Time Director does not receive any remuneration or commission from any holding or
subsidiary of the Company.

CHANGE OF REGISTERED OFFICE OF THE COMPANY

There is no change in Registered office of the Company and the Registered Office of your Company is situated at Flat
No. 301, Plot No. 12, Zamrudpur, Community Centre, Kailash Colony, New Delhi - 110048 as on 31^st March, 2024.

DIRECTORS'' RESPONSINBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, The Board hereby submit its responsibility
statement-

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

b) Appropriate accounting policies have been selected and applied 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 the Companies Act, 2013 for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

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

e) The Internal financial controls have been laid down to be followed by the Company and that such internal
financial control are adequate and are operating effectively and;

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The relevant pending litigations with Regulators or Courts have been disclosed as Contingent Liabilities in Note No.
36(c) of the notes to the financial statements for the year ended 31^st March, 2024. There are no significant and
material orders passed by the Regulators/ Courts, which would impact the going concern status of the Company and
its future operations.

RISK MANAGEMENT

Your Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures
and undertakes periodical review of the same to ensure that the risks are identified and controlled by means of a
properly defined framework. In the Board''s view, there are no material risks, which may threaten the existence of the
Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no significant material changes and commitments affecting the financial position of the Company,
which have occurred between the end of the financial year of the Company to which the financial statements relate
and the date of this Report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company''s policy on Prevention of Sexual Harassment at workplace is in line with requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.
Internal Complaint Committees have also been set up to redress complaints received regarding sexual harassment.
The Company has notreceived any complaints during the financial year 2023-24.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future.

4. Change in nature of Business of Company.

DISCLOSURE REQUIREMENTS

1. Policy for determining material subsidiaries of the Company is available on the website of the Company at weblink:
https://www.emmsons.com/files/policies-and-programmes/policy-for-determining-material subsidiaries.pdf.

2. Policy for Preservation of Documents of the Company is available on the website of the Company at weblink:
https://www.emmsons.com/files/policies-and-programmes/policy-for-preservation-of-documents.pdf.

3. Policy for Material Events and Information''s of the Company is available on the website of the Company at
weblink: https://www.emmsons.com/files/policies-and-programmes/policy-on-disclosure-of-material-events-
&-information-under-sebi-lodr-regulations-2015.pdf.

4. Nomination and Remuneration policy is available on the website of the Company at weblink: https://www.
emmsons.com/files/policies-and-programmes/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: https://www.emmsons.com/files/policies-and-programmes/terms-and-conditions-for-
appointment-of-independent-director.pdf.

6. Policy for Evaluation of the Performance is available on the website of the Company at weblink: https://www.
emmsons.com/files/policies-and-programmes/policy-for-evaluation-of-board-performance.pdf.

7. Code of Fair Disclosure and Code of Conduct for insiders is available on the website of the Company at weblink:
https://www.emmsons.com/files/policies-and-programmes/code-of-fair-disclosure-and-code-of-conduct-for-
insiders.pdf.

8. Code for Board and Senior Members is available on the website of the Company at weblink: https://www.
emmsons.com/files/policies-and-programmes/code-for-board-and-senior-management personnel.pdf.

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

During the year under review, there was no application made and/or no proceedings pending under the Insolvency
and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS

During the year review, there was no one time settlement of loan taken from bank and financial institution done by
the Company.

GREEN INITIATIVE

As in the previous years, this year too, and keeping in view the pandemic of COVID 19, Notice of 31^st Annual General
Meeting of the Company and Annual Report of the Company for the financial year 2023-24 are sent to all members
whose e-mail addresses are registered with the Company/ Depository Participant(s).

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Sd/- Sd/-

(ANIL KUMAR MONGA) (RAJESH MONGA)

Dated: 29.07.2024 Managing Director Whole Time Director

Place: New Delhi (DIN:00249410) (DIN: 00249642)

1

The tenure of Mr. Rajesh Monga in the Capacity of Whole Time Director of the Company was completed on 31^st
December, 2023; however, he continued as Non-Executive Director on the Board of the Company.

---

Mar 31, 2015

Dear Members,

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

FINANCIAL HIGHLIGHTS

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

2014-2015 2013-2014

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

Gross Sales and Income 76093.52 121.77 152554.06 254.72

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

Interest and financial Charges 8758.58 14.02 7498.67 12.52

Depreciation 113.63 0.18 79.96 0.13

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

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

Provisions of Taxation - - 155 0.25

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

Profit after tax (7890.49) (12.62) 240.64 0.40

DIVIDEND

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

FINANCIAL AND OPERATIONAL PERFORMANCE

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

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

FIXED DEPOSITS

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

PERFORMANCE OF SUBSIDIARY COMPANIES, OVERSEAS

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

- Emmsons Gulf DMCC,

- Emmsons Grains Limited

- Emmsons SA.

Emmsons Gulf DMCC:

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

Emmsons Grains Limited, Cyprus:

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

Emmsons S.A:

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

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

MEETINGS OF BOARD OF DIRECTORS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

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

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee comprise of the following members:

Mr. Vijay Kumar Kakkar

Mr. Anil Monga

Mr. Rajesh Monga

Mr. Shivaz Monga

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

- Emmsons Grains Limited, in Cyprus

- Emmsons Gulf DMCC, in UAE.

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

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

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

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

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

AUDIT COMMITTEE

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

AUDITOR'S REPORT

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

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

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

The Management justification on the above:

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

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

AUDITORS

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

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

SECRETARIAL AUDITOR

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

VIGIL MECHANSIM

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

EXTRACT OF ANNUAL RETURN

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

CORPORATE GOVERNANCE

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

LISTING OF SECURITIES

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

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

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

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

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

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

Foreign Exchange outgo : Rs. 169,516,399

STATEMENT OF PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Sd/- Sd/-

Date : 30.10.2015 (ANIL MONGA) (RAJESH MONGA)

Place : New Delhi Managing Director Whole Time Director

(DIN : 00249410) (DIN : 00249642)

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Mar 31, 2014

Dear Members,

Emmsons International Limited

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

FINANCIAL HIGHLIGHTS

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

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

Gross Sales and Income 1525.54 254.72 1837.32 338.36

Profit before interest, Depreciation and taxation 79.61 13.24 74.92 13.80

Less: Interest and financial Charges 74.98 12.52 59.38 10.94

Depreciation 0.80 0.13 0.66 0.12

Profit before taxation 3.83 0.64 14.88 2.74

Less: Provision for taxation 1.55 0.26 4.80 0.88

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

Profit after taxation 2.40 0.40 10.24 1.89

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

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

Disposable Profits 53.30 8.90 54.72 10.08

DIVIDEND

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

FINANCIAL AND OPERATIONAL PERFORMANCE

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

PROFIT BEFORE TAX AND PROFIT AFTER TAX

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

NET WORTH OF THE COMPANY

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

The trends of Net worth of last five years:

CAPITALISATION OF RESERVES FOR ISSUE OF BONUS EQUITY SHARES

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

FIXED DEPOSITS

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

PERFORMANCE OF SUBSIDIARY COMPANIES, OVERSEAS

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

- Emmsons Gulf DMCC,

- Emmsons Grains Limited

- Emmsons SA.

Emmsons Gulf DMCC:

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

Emmsons S.A:

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

Emmsons Grains Limited, Cyprus:

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

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

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

DIRECTORS

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

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

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

INADEQUACY IN PROFITS

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

CHANGE IN NOMENCLATURE AND CONSTITUTION OF COMMITTEES Nomination and Remuneration Committee

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

Stakeholder Relationship Committee

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

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

EXTENSION OF TIME FOR HOLDING ANNUAL GENERAL MEETING

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

" Emmsons Grains Limited, in Cyprus

" Emmsons Gulf DMCC, in UAE.

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

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

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

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

AUDITOR''S REPORT

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

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

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

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

The Management justification on the above:-

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

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

AUDITORS

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

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

CORPORATE GOVERNANCE

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

LISTING OF SECURITIES

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

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

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

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

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

Foreign Exchange Earning: Rs. 8158858.19

Foreign Exchange outgo: Rs. 484464.85

STATEMENT OF PARTICULARS OF EMPLOYEES

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

DIRECTORS'' RESPONSINBILITY STATEMENT

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

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

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

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

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Sd/-

Date : 24.09.2014 (RAJESH MONGA)

Place : New Delhi Whole Time Director

---

Mar 31, 2013

Dear Members,

Emmsons International Limited

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

FINANCIAL HIGHLIGHTS

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



2012-2013 2011-2012

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

Gross Sales and Income 183731.88 338.36 190527.45 374.54

Profit before interest, Depreciation and taxation 7492.78 13.80 7028.83 13.82

Less: Interest and financial Charges 5938.28 10.94 5241.36 10.30

Depreciation 66.13 0.12 72.97 0.14

Profit before taxation 1488.37 2.74 1714.49 3.37

Less: Provision for taxation 480.00 0.88 530.00 1.04

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

Profit after taxation 1023.86 1.89 1217.23 2.39

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

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

Disposable Profits 5471.78 10.07 4771.21 9.38

DIVIDEND

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

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

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

FINANCIAL AND OPERATIONAL PERFORMANCE

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

Turnover Trends:

PROFIT BEFORE TAX AND PROFIT AFTER TAX

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

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

EARNING PER SHARES

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

Trends of Earning per shares of last five years:

NET WORTH OF THE COMPANY

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

The trends of Net worth of last five years:

TRADING AND LISTING APPROVAL BY BOMBAY STOCK EXCHANGE

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

CAPITALISATION OF RESERVES FOR ISSUE OF BONUS EQUITY SHARES

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

FIXED DEPOSITS

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

OVERSEAS INITIATIVES AND DEVELOPMENT OF SUBSIDIARY COMPANIES

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

- Emmsons Gulf DMCC,

- Emmsons Grains Limited

- Emmsons SA.

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

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

Emmsons Gulf DMCC:

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

Emmsons S.A:

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

Emmsons Grains Limited, Cyprus:

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

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

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

DIRECTORS

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

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

AUDITOR''S REPORT

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

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

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

AUDITORS

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

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

CORPORATE GOVERNANCE

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

LISTING OF SECURITIES

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

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

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

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

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

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

STATEMENT OF PARTICULARS OF EMPLOYEES

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

DIRECTORS'' RESPONSINBILITY STATEMENT

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

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

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

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

ACKNOWLEDGEMENT

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



For and on behalf of the Board



Sd/-

Date : 09.08.2013 (ANIL MONGA)

Place:New Delhi Chairman & Managing Director

---

Mar 31, 2012

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

FINANCIAL HIGHLIGHTS

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

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

Gross Sales and Income 190527.45 374.54 134351.70 301.30

Profit before interest,

Depreciation and taxation 7030.72 13.82 4420.83 9.91

Less: Interest and financial Charges 5241.36 10.30 2892.70 6.49

Depreciation 72.97 0.14 58.94 0.13

Profit before taxation 1716.39 3.37 1469.19 3.29

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

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

Profit after taxation 1217.23 2.39 973.20 2.18

Add : Balance brought forward

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

Disposable Profits 4771.21 9.38 3790.66 8.50

DIVIDEND

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

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

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

RISK AND CONCERNS Risk Control System

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

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

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

Internal Control system and their adequacy

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

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

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

Segment wise Performance

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

Financial and Operational Performance

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

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

Turnover Trends:

Profit before Tax and Profit after Tax

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

Sharing of Profits with the shareholders of the Company

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

Dividend Trends over last five years:

Earning per shares

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

Trends of Earning per shares of last five years:

Net worth of the Company

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

The trends of Net worth of last five years:

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

ALLOTMENT OF SHARES TO THE PROMOTER'S GROUP

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

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

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

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

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

COMPANY'S WEBSITE- REJUVENATED

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

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

HUMAN RESOURCE

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

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

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

INSURANCE

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

FIXED DEPOSITS

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

SUBSIDIARY COMPANIES

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

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

Emmsons Gulf DMCC:

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

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

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

Emmsons S.A. :

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

Emmsons Grains Limited, Cyprus:

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

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

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

OVERSEAS PROJECTS INDONESIA

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

UKRAINE

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

DIRECTORS

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

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

AUDITOR'S REPORT

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

AUDITORS

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

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

CORPORATE GOVERNANCE

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

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

LISTING OF SECURITIES

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

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

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

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

STATEMENT OF PARTICULARS OF EMPLOYEES

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

DIRECTOR'S RESPONSINBILITY STATEMENT

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

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

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

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

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board

Sd/-

Date : 14.08.2012 (ANIL MONGA)

Place : New Delhi Chairman & Managing Director

---

Mar 31, 2011

To the Members

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

FINANCIAL HIGHLIGHTS

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

2010-2011 2009-2010

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

Gross Sales and Income 134246.68 301.07 69322.86 154.41

Profit before interest, 4305.65 9.66 4147.23 9.24 Depreciation and taxation

Less: Interest and financial Charges 2777.52 6.23 2084.11 4.64

Depreciation 58.94 0.14 49.97 0.11

Profit before taxation 1469.19 3.29 2013.15 4.49

Less: Provision for taxation 499.72 1.12 716.51 1.60

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

Profit after taxation 973.20 2.18 1297.23 2.89

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

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

Disposable Profits 3790.66 8.50 3121.15 6.95

DIVIDEND

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

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

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

BUILDING TOMMOROWS:

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

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

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





INSURANCE

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

FIXED DEPOSITS

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

SUBSIDIARY COMPANIES

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

UNITED ARAB EMIRATES:

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

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

SWITZERLAND:

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

INTERNATIONAL PROJECTS

INDONESIA:

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

UKRAINE:

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

DIRECTORS

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

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

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

AUDITOR'S REPORT

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

AUDITORS

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

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

CORPORATE GOVERNANCE

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

LISTING OF SECURITIES

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

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

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

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

STATEMENT OF PARTICULARS OF EMPLOYEES

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

DIRECTOR'S RESPONSINBILITY STATEMENT

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

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

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

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

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board



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

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Mar 31, 2010

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

1. FINANCIAL HIGHLIGHTS

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

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

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

Gross Sales and Income 69322.86 65530.05 154.41 145.96

Profit before interest, 4147.23 2410.87 9.24 5.37

Depreciation and taxation

Less: Interest and financial Charges 2084.11 1302.15 4.64 2.90

Depreciation N 49.97 46.18 0.11 0.10

Profit before taxation 2013.15 1062.54 4.49 2.37

Less: Provision for taxation 716.51 407.55 1.60 0.91

Provision for deferred (0.59) 16.31 0.00 0.04

taxation/(tax effect of timing differences during year)

Profit after taxation , 1297.23 638.68 2.89 1.42

Add : Balance brought forward 1819.35 1382.64 4.05 3.08

from the previous year

Less: Short/(Excess) Provision

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

Disposable Profits 3121.15 1978.58 6.95 441



2. DIVIDEND

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

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

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

4. INSURANCE

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

5. FIXED DEPOSITS

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

6. SUBSIDIARY COMPANIES

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

NAME : EMMSONS GULF DMCC, DUBAI

ACTIVITY : INTERNATIONAL TRADING

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

NAME : EMMSONS SA, SWITZERLAND

ACTIVITY : INTERNATIONAL TRADING & SHIPPING

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

7. INTERNATIONAL PROJECTS

PROJECT : COAL MINING

LOCATION : EAST KALIMANTAN, INDONESIA

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

PROJECT : FARMING, PROCESSING AND STORAGE

LOCATION : UKRAINE

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

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

8. DIRECTORS

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

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

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

9. AUDITORS REPORT

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

10. AUDITORS

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

11. REPORT ON CORPORATE GOVERNANCE

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

12. LISTING OF SECURITIES

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

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

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

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

14. STATEMENT OF PARTICULARS OF EMPLOYEES

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

15. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

16. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board

Sd/-

(ANIL MONGA) Managing Director

Dated : 17.08.2010 Place : New Delhi