[(Disclosure under Section 134(3) Of The Companies Act, 2013)
{Read With Companies (Accounts) Rules, 2014}]
To
The Members,
Emmbi Industries Limited
Your Directors have pleasure in presenting the 29th Annual Report of your Company and
the Audited Accounts for the year ended 31st March, 2023.
Your Company has recorded yet another year of good performance, in its operations
considering the global slowdown in the packaging industry, uncertainty of the European war
and low economic operation in the South American sub-continent. The highlights of the
results are set out below:
FINANCIAL RESULTS |
|
(Rs. in Millions) |
OPERATIONS |
Particulars |
Year ended on 31st March 2023 |
Year ended on 31st March 2022 |
During the year under review, your Company has achieved Revenue from
Operations and the Income aggregating to Rs. 3,710.83 million as against Rs. 4,356.22
million during the previous year. Profit after providing for taxes is Rs. 82.66 million as
against Rs. 190.33 million during the previous year. |
Gross Sales |
4,353.25 |
5,103.69 |
|
Less: Goods & Service Tax |
(642.43) |
(747.48) |
|
Net Sales |
3,710.83 |
4,356.22 |
There is no change in the nature of business of the Company. |
Other income |
1.22 |
1.05 |
|
Total revenue |
3,712.05 |
4,357.26 |
|
Profit before Depreciation, Finance Cost, Exceptional item & Tax |
375.85 |
492.08 |
DIVIDEND |
|
|
|
Your directors are pleased to recommend a dividend of Re. 0.30 per equity
share of the face value of Rs. 10/- each for the year ended on 31st March, 2023 subject to
the Members' approval. Dividend is subject to approval of members at the ensuing Annual
General Meeting (AGM) and shall be subject to deduction of income tax at source. |
Less: Depreciation |
98.97 |
87.38 |
|
Profit before Finance Cost, Exceptional item & Tax |
276.88 |
404.70 |
|
Less: Finance Costs |
157.01 |
146.62 |
|
Profit before Exceptional Items & Tax |
119.86 |
258.08 |
EXPORTS |
Add: Exceptional Items |
0.00 |
0.00 |
Values of Exports during the year under review were Rs. 2,459.25 million
as against Rs. 3,194.28 million. Exports in the current financial year contributed to
56.49% in the gross sales. Company has expanded its presence in 60+ countries which has
resulted healthy growth in limited impact on the territory of operation. |
Profit before tax |
119.86 |
258.08 |
|
Less: Tax expenses |
37.20 |
67.75 |
|
Profit after Tax |
82.66 |
190.33 |
|
Opening Balance of retained earnings |
1,084.45 |
902.06 |
|
Profit available for appropriation |
0.00 |
0.00 |
HUMAN RESOURCE DEVELOPMENT |
Balance available for appropriation |
1,084.45 |
902.06 |
Companies management team is focused on creating the best environment for
the enthusiastic and dedicated workforce of Emmbi. Many New Programs and Work patterns
were introduced during the year to enhance the "experience of work". |
Adjustment relating to fixed assets |
0.00 |
0.00 |
|
Adjustments with other Equity |
0.80 |
(0.87) |
|
Less: Proposed Dividend / Paid |
(9.63) |
(6.44) |
|
Less: Tax Deducted at Source |
(0.98) |
(0.64) |
|
Closing Balance of retained earnings |
1,157.29 |
1,084.45 |
|
We continue to align the skill sets and capabilities of our current workforce, and the
talent available in the market with the organization's ongoing and future business plans,
to maximize return on investment and secure continual success. We also emphasize this
through the blue colour in the company's logo, as it reflects the loyalty and trust that
we bring to our blue collared workforce.
Our continued self-development initiatives include relevant training programmes and
seminars, that addresses the needs of the workforce as well as the senior management.
QUALITY INITIATIVES
Man-Machine interphase will only produce the accuracy and skill required for being a
successful company in the coming years. Specially Manufacturing sector is changing its
shape using modern technology tools like IoT (Internet of things) and ML (Machine
Learning). The whole new concept of industry 4.0 will be practiced and implemented in
Emmbi during coming years of operation.
This will also augment the project of Lean manufacturing which was adopted during past
few years to control and make best use of the Human Capital. We are successfully
practicing the same and the result can be seen in the increase of defect free production
in year after year. The efforts of Lean Enterprise Management have led to higher
productivity and increased profitability.
The above initiatives and our continuous adherence to strict quality standards has
created tangible as well as intangible benefits to strengthen brand Emmbi.
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 THE REPORT
We have broken the comments into Four Major Steps which will cover all the aspects
connected to Capital and Financial resources, Profitability, Liquidity, Ability to service
debt.
1) Supply Side Management: We have ensured that for all the critical and non-critical
items minimum 3 suppliers are maintained, and a special focus is given in ensuring
geographic separation to all supply sources. This will spread the Risk of common failure
from all the suppliers at the same time. We are also maintaining slightly higher stock
than our normal inventory level to avoid any stock out condition.
Kindly note that Emmbi continues its policy of non-speculative operations & we
always do the procurement of inputs on the receipt of confirmed sales order.
2) Demand Side Management: To maintain and create new demand we have started various
Short Term and Long Term, Marketing and Sales initiatives, Like reaching out to every
customer and explaining them about the various products of Emmbi which they are not
presently using. We have added and around six new customers in four new geographies during
this financial year. Also the new launch of Globally Patented (Filled) "Hyperbolic
FIBC" has given a net edge to companies technical abilities giving company an ability
to reach up to more buyers in the existing geographies
During the Year under consideration company was able to produce and sale around 15 % of
its production using 30 % Recycled content in it. It is sold under the registered brand
"Reclaim 30" in the global market.
3) Manufacturing Side Management: In the present time availability of the Rightly
Skilled Employees in one of the largest challenges. Presently all other parameters of the
Manufacturing are under control.
4) Liquidity Management: Company is in a very stable financial condition. In the
present situation two of our banking partners have approved emergency COVID funding.
The Company was remarkably successful in maintaining its Debtor realization. There have
been no delays in the realization from the exports. Also note that entire Export debts are
insured by party wise insurance by ECGC. Domestic Debtors has also shown a comfortable
payment situation
Other financial arrangements, assets, internal financial reporting and control, supply
chain, demand for Company's products/services:
1) The Company has efficient systems in place for Internal Financial reporting and
control. Even during the period of lockdown with work from home, all reporting systems
worked seamlessly without any disruption.
2) The supply chain was the cause for concern during the initial lockdown period,
however, gradually this issue has been sorted out. Going forward the company is confident
of coming back to normal shortly.
3) The Company's export order book remains robust and demand for the Company's products
has not slackened leading us to believe that the company is far better placed to serve its
global customers.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a
separate section, forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
(i) that in the preparation of the annual accounts for the year ended March 31, 2023
the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any;
(ii) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at March 31, 2023 and of the profit of
the company for the year ended on that date;
(iii) 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;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) the directors, further state that they have laid down internal financial controls
to be followed by the company and that such internal financial controls are adequate and
are operating effectively and
(vi) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by rotation
In accordance with the provisions of the Companies Act, 2013, Mrs. Rinku M. Appalwar
(DIN 00171976), CFO & Director of the Company, retires by rotation at the ensuing
Annual General Meeting of the Company, and being eligible offers herself for
re-appointment.
Key Managerial Personnel (KMP)
The following have been designated as the Key Managerial Personnel of the Company
pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
Sr. No. |
Name of the Person |
Designation |
1 |
Mr. Makrand M. Appalwar |
Chairman & Managing Director |
2 |
Mrs. Rinku M. Appalwar |
Executive Director and CFO |
3 |
Mr. Krishnan I. Subramanian |
Whole Time Director |
4 |
Mr. Kaushal R. Patvi |
Company Secretary |
There has been no change in the KMPs during the year under review.
There has been no change in the constitution of Board of Directors of the Company
during the financial year 2022-2023. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence and that he is not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact his ability to discharge his duties with an objective independent judgment and
without any external influence as prescribed both under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the
opinion that the Independent Directors of the Company hold highest standards of integrity
and possess requisite expertise and experience required to fulfill their duties as
Independent Directors.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by The Indian Institute of Corporate Affairs, Manesar ('IICA'). The Independent Directors
are also required to undertake online proficiency self-assessment test conducted by the
IICA within a period of 1 (one) year from the date of inclusion of their names in the data
bank, unless they meet the criteria specified for exemption. As per Companies (Appointment
and Qualification of Directors) Fifth Amendment Rules, 2020 dated 18th December, 2020, all
the Independent Directors of the Company are exempted from undertaking the online
proficiency self-assessment.
PERFORMANCE EVALUATION
The Company has devised a Policy for performance evaluation of the Board, Committees
and other individual Directors (including Independent Directors) which include criteria
for performance evaluation of Non-executive Directors and Executive Directors. Pursuant to
the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation
of its own performance and that of its Committees as well as performance of the Directors
individually. Feedback was sought by way of a structured questionnaire covering various
aspects of the Board's functioning such as adequacy of the composition of the Board and
its Committees, Board culture, execution and performance of specific duties, obligations
and governance and the evaluation was carried out based on responses received from the
Directors.
The performance evaluation of the Non- Executive & Independent Directors is done by
the Board annually. The performance evaluation of the Chairman & Managing Director,
Chief Financial Officer and the Executive Director is carried out by the Independent
Directors annually. The performance evaluation of the Board is done annually by the entire
Board. The Board of Directors expressed their satisfaction with the entire evaluation
procedure. The Non-Executive & Independent Directors fulfilled the criteria of their
independence from the management. Provided that in the evaluation, the directors who were
subject to evaluation did not participate.
FAMILIARISATION PROGRAMME FOR DIRECTORS
The Members of the Board of the Company are afforded many opportunities to familiarise
themselves with the Company, its Management and its operations. The Directors are provided
with all the documents to enable them to have a better understanding of the Company, its
various operations and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and
responsibilities at the time of their appointment through a formal letter of appointment,
which also stipulates various terms and conditions of their engagement.
Executive Directors and Senior Management provide an overview of the operations and
familiarise the new Independent and Non-Executive Directors on matters related to the
Company's values and commitments. They are also introduced to the organisation structure,
constitution of various committees, board procedures, risk management strategies, etc.
Strategic Presentations are made to the Board where Directors get an opportunity to
interact with Senior Management. Directors are also informed of the various developments
in the Company through Press Releases, emails, etc.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary or joint ventures as on 31st March, 2023.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings', respectively, have been duly complied by your
Company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by the Securities and Exchange
Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing
Regulations forms an integral part of this Report. The requisite certificate from the
Secretarial Auditors of the Company confirming compliance with the conditions of Corporate
Governance is attached to the report on Corporate Governance.
VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed
thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is implemented through the Company's Whistle Blower Policy to enable the Directors,
employees and all stakeholders of the Company to report genuine concerns, to provide for
adequate safeguards against victimisation of persons who use such mechanism and make
provision for direct access to the Chairman of the Audit Committee. The Whistle Blower
Policy of your Company is available on the Company's website and can be accessed at the
web-link: www.emmbi.com.
During the financial year under review, the Company has not received any complaints
under the Whistle Blower Policy.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has a detailed policy in place in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaints Committees (ICC) have been set up to redress complaints received
regarding sexual harassment and the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company policy mandates
prevention of sexual harassment and to ensure a free and fair enquiry process with clear
timelines for resolution.
During the financial year under review, the Company has not received any complaints
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
DEPOSITS FROM PUBLIC
During the financial year under review, the Company has not accepted any deposits from
public and as such, no amount on account of principal or interest on deposits from Public
was outstanding as on the date of the Balance Sheet.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan, guarantees or made any investments as prescribed in
Section 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS
During the year no contracts / arrangements were entered / renewed by the Company with
related parties in terms of the provisions of Section 188(1) of the Companies Act, 2013.
All transactions entered by the Company during the financial year with related parties
were in its ordinary course of business and on an arms' length basis and approved by the
Audit Committee.
During the year under review, the Company had not entered into any material related
party transactions.
Disclosure as required under section 134(3)(h) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable as all the contracts
entered by the Company during the year are on arms' length basis and there was no material
contract or arrangement.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions as approved by the Board may be accessed on the Company's website at: www.emmbi.com.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has focused on several corporate social responsibility programmes. The
Company continued its endeavour to improve the lives of people and provide opportunities
for their holistic development through its different initiatives in the areas of, Health;
Sanitation & Hygiene; Education; Sports for Development; Disaster Response; Arts,
Culture, Heritage, etc.
CSR POLICY
The Corporate Social Responsibility Committee had formulated and recommended to the
Board, a Corporate Social Responsibility Policy (CSR Policy) which was subsequently
adopted by it and is being implemented by the Company. The CSR Policy can be accessed at
the Company's website through the Web-link: www.emmbi.com.
A brief outline of the CSR policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year are set out in Annexure-4 of this report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND
OUTGOINGS:
The information as required under Section 134(3)(m) of The Companies Act, 2013 read
with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of
energy, technology absorption and foreign exchange earnings is given below:
1. CONSERVATION OF ENERGY:
a. The Company is making continuous efforts on ongoing basis for energy conservation by
adopting innovative measures to reduce wastage and optimise consumption. Energy continues
to be a material aspect from climate change as well as operational perspective. Emmbi's
commitment to decouple energy and carbon footprint from business growth reflects in the
reduction in specific consumption that Emmbi has achieved.
b. Steps are taken to institutionalized process of identifying and understanding
increase and decrease in energy use by monitoring energy consumption trends to determine
future energy use when planning future changes in the business and diagnose specific areas
of wasted energy.
c. Significant reductions in energy consumption and cost of production of goods have
been observed by the implementation of above referred measures.
d. Implementation of referred measures have resulted in increased facility reliability
as well as improved equipment performance.
2. TECHNOLOGY ABSORPTION:
The Company continues to adopt and use the latest technologies to improve the
productivity and quality of its products. The Company's operations do not require
significant import of technology.
(A) Research and Development:
The Silvassa unit of the company located at 99/2/1 & 9, Madhuban Industrial Estate,
Madhuban Dam Road, Rakholi Village, U. T. of Dadra & Nagar Haveli Silvassa 396 230 is
accorded In-house R&D recognition up to 31st March, 2024 from Department of Scientific
And Industrial Research, Ministry of Science & Technology, Government of India, New
Delhi.
Since Inception of the company and in pursuit of R & D endeavors the company is
regularly incurring expenditure on R & D on the following activities
- Design and Development of New Products;
- Continuous improvement of existing products for enhanced durability and performance;
- Product optimization using advanced technology;
- Testing and adaptation of New Materials ;
- New processes, up gradation & production process improvement of existing
processes;
- Redesigning of the manual processes in to Automation;
- Environment compliance by products and processes.
(B) Benefits:
Benefits derived as a result of R & D: It has resulted in the improvement of
quality of the products and reduced operation cost. Upgradation of products to the new
requirements has been possible because of R&D done in the Company on a continuous
basis. This has resulted into enhanced customer satisfaction, new business opportunities,
reduced costs, higher quality and adapting the latest technologies.
(C) Future Plan of action:
Future R&D efforts will continue along similar lines, as at present, but with more
focus, thrust and endeavors.
(D) Expenditure on R&D:
The expenditure on R&D activities incurred during the year is given hereunder:
Particulars |
Amount (Rs. In Millions) |
Capital Expenditure |
36.05 |
Revenue Expenditure |
0.00 |
Total R&D Expenditure |
36.05 |
Total Turnover (Net Sales) |
3,710.83 |
Total R&D Expenditure as a |
0.97% |
percentage of Total turnover |
|
3. Foreign exchange earnings and Outgo:
The Company has continued to maintain focus and avail of export opportunities based on
economic considerations. During the year the Company has exports (FOB value) worth Rs.
2,337.74 millions.
(Rs. In Millions)
Particulars |
2022-23 |
2021-22 |
Foreign Exchange Earnings |
2,337.74 |
3,010.81 |
Foreign Exchange Outgo |
462.90 |
231.12 |
RISK MANAGEMENT POLICY
Your Company has a well-defined risk management framework in place. The risk management
framework works at various levels across the enterprise. The Company has a robust
organisational structure for managing and reporting on risks. A statement including
development and implementation of a risk management policy for the Company is attached and
forms a part of the Board's Report as Annexure 2.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunals
or Statutory or Quasi-Judicial body which impact the going concern status and Company's
operations in future.
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
During the year, there were no applications made and no proceedings were pending
against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the
dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or
unclaimed for a period of seven years from the date of such transfer then such unclaimed
or unpaid dividend shall be transferred by the Company along with interest accrued, if any
to the Investor Education and Protection Fund ('the IEPF'), a fund established under
sub-section (1) of section 125 of the Act. The details of unclaimed/unpaid dividend are
available on the website of the Company viz. www.emmbi.com.
The details of unpaid dividend are as follows:-
Sr. No. |
Dividend Year |
Unpaid Balance as on 31/03/2023 |
1 |
2015-16 |
Rs. 60,769.50/- |
2 |
2016-17 |
Rs. 59,371.50/- |
3 |
2017-18 |
Rs. 50,354.50/- |
4 |
2018-19 |
Rs. 45,293.50/- |
5 |
2019-20 |
Rs. 31,776.80/- |
6 |
2020-21 |
Rs. 27,047.60/- |
7 |
2021-22 |
Rs. 43,353.00/- |
Investors are advised to send all un-encashed dividend warrants pertaining to the years
shown above to the Company for revalidation. It is further informed that unclaimed/ unpaid
dividend pertaining to the Financial Year 2015-16 will become due for transfer to Investor
Education and Protection Fund (IEPF) in FY 23-24.
MANDATORY TRANSFER OF SHARES TO DEMAT ACCOUNT OF INVESTORS EDUCATION AND PROTECTION
FUND AUTHORITY (IEPFA) IN CASE OF UNPAID/ UNCLAIMED DIVIDEND ON SHARES FOR A CONSECUTIVE
PERIOD OF SEVEN YEARS
In terms of Section 124(6) of the Companies Act, 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as
amended from time to time) (IEPF Rules) equity shares on which dividend has not been paid
or claimed by a shareholder for a period of seven consecutive years will be transferred to
the Investor Education and Protection Fund (IEPF) Suspense Account constituted under
Section 125 of the Companies Act, 2013.
It is pertinent to mention that no claim shall lie against the Company, though shares
which are transferred to the Suspense Account of IEPF can be claimed back by the
shareholders from IEPF by following the procedure prescribed under the aforesaid rules.
Considering the statutory timelines, individual notices shall be served upon the
shareholders, whose shares are liable to be transferred to IEPF Suspense Account. The
underlying shares will be due to be transferred to the IEPF Suspense Account in FY 2023-24
Members whose unclaimed dividends/shares are/will be transferred to the IEPF Authority
can claim the same by making an online application to the IEPF by following the refund
procedure as detailed on the website of IEPF Authority http://www.iepf.gov.in/IEPF/re-
fund.html.
STATUTORY AUDITOR
R. Daliya & Associates, Chartered Accountants (Firm Registration No. 102060W),
statutory auditor of the Company were appointed for a period of five years at the 23rd
Annual General Meeting as Statutory Auditors till the conclusion of 28th Annual General
Meeting. The Board of Directors of the Company pursuant to Section 139, 142 and other
applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014 as amended from time to time ("Act") and based on the
recommendation of the Audit Committee, M/s. R. Daliya & Associates, Chartered
Accountants, Firm Registration No. 102060W are re-appointed as the statutory auditors of
the Company for a second term of 5 (five) years to hold office from the conclusion of 28th
annual general meeting until the conclusion of the 33rd annual general meeting of the
Company. The Statutory Auditors have confirmed that they are not disqualified from
continuing as Auditors of the Company.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed Mr. Sanjay R. Dholakia, Practising Company Secretary, to conduct Secretarial
Audit for the F.Y. 2022-23. The Secretarial Audit Report for the financial year ended 31st
March, 2023 is attached and forms part of the Board Report as Annexure 3.
OBSERVATIONS - STATUTORY AUDITOR & SECRETARIAL AUDITOR
There are no qualifications, reservations, observations, disclaimers or adverse remarks
contained in the Statutory Auditors Report or the Secretarial Audit Report of the Company.
REPORTING OF FRAUDS BY THE AUDITORS
During the year under review, the Statutory Auditor and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee under Section 143(12) of the Companies Act, 2013.
REGISTERED OFFICE
There was no change in the Registered Office of the Company during the Financial Year
under review. The present address of the Registered Office is as follows:
99/2/1 & 9, Madhuban Industrial Estate,
Madhuban Dam Road, Rakholi village,
Union Territory of Dadra & Nagar Haveli and Daman & Diu,
Silvassa-396230, India.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the
Annual Return as on 31st March, 2023 in Form No. MGT-9 is attached as Annexure 1. The
annual return as on 31st March 2023 is also available on the website of the Company at www.emmbi.com.
BOARD MEETINGS
During the year under review, Four (4) Board Meetings were convened and held. Detailed
information on the meetings of the Board and all its Committees are included in the report
on Corporate Governance, which forms part of this Annual Report. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013 and
the Listing Regulations.
AUDIT COMMITTEE
The Board has constituted the Audit Committee as under:-
Mr. Prashant K. Lohiya, Independent Director as Chairman Dr. Venkatesh G. Joshi,
Independent Director, as a member Mr. Rama A. Krishnan, Independent Director, as a member
Mrs. Rinku M. Appalwar, Executive Director as a member
The Terms of reference of the Audit Committee, number and dates of meetings held,
attendance of the members of the Committee and more details on the Committee are given in
the Corporate Governance Report which forms part of this Annual Report.
All the recommendations of the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted a Nomination and Remuneration Committee as under:-
Mr. Prashant K. Lohiya, Independent Director as Chairman Dr. Venkatesh G. Joshi,
Independent Director as a member Mr. Rama A. Krishnan, Independent Director as a member
The Terms of reference of the Nomination and Remuneration Committee, number and dates
of meetings held, attendance of the members of the Committee and more details on the
Committee are given in the Corporate Governance Report which forms part of this Annual
Report.
The Company has defined the policy on Director's appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director.
The nomination & remuneration policy adopted by the Company has been posted on the
Company's website www.emmbi.com.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Board has constituted the Stakeholders' Relationship Committee as under:-
Mr. Prashant K. Lohiya, Independent Director as Chairman Dr. Venkatesh G. Joshi,
Independent Director as a member Mr. Rama A. Krishnan, Independent Director as a member
Mrs. Rinku M. Appalwar, Executive Director as a member.
The Terms of reference of the Stakeholders' Relationship Committee, number and dates of
meetings held, attendance of the members of the Committee and more details on the
Committee are given in the Corporate Governance Report which forms part of this Annual
Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board has constituted the Corporate Social Responsibility Committee as under:-
Dr. Venkatesh G. Joshi, Independent Director as Chairman Mr. Rama A. Krishnan,
Independent Director as a member Mr. Prashant K. Lohiya, Independent Director as a member
Mrs. Rinku M. Appalwar, Executive Director as a member.
The Corporate Social Responsibility Policy is available on the Company's website www.emmbi.com.
The Terms of reference of the Corporate Social Responsibility Committee, number and dates
of meetings held, and attendance of the members of the Committee are given separately in
the attached Corporate Governance Report.
More details on the Committee are given in the Corporate Governance Report which forms
part of this Annual Report.
MANAGERIAL REMUNERATION
The information required under Section 197(12) of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming
part of the Board's Report for the year ended March 31, 2023 is given in a separate
Annexure to this Report.
The above Annexure is not being sent along with this Report to the Members of the
Company in line with the provision of Section 136 of the Companies Act, 2013. Members who
are interested in obtaining these particulars may write to the Company Secretary at the
Registered Office of the Company. The aforesaid Annexure will be available electronically
for inspection by the members during the AGM and will also be available for inspection
without any fee by the members from the date of circulation of this Notice upto the date
of AGM. Members seeking to inspect such documents can send an email to info@emmbi.com.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and
co-operation received from the investors, customers, distributors, dealers, suppliers,
stock exchanges, banks, financial institutions, Export Promotion Councils, Trade Bodies,
Regulators such as SEBI, BSE, NSE, ROC, RBI, etc, Central and State Government
authorities, other Semi Government & local authorities, Administration of Union
Territory of Dadra & Nagar Haveli and Daman & Diu and business associates at all
levels during the year under review.
The Board of Directors also wish to place on record their deep appreciation for the
committed services and excellent work done by the employees of the Emmbi family at all
levels during the year
For and on behalf of the Board of Directors
Place: Mumbai |
Makrand M. Appalwar |
Date: 30th May, 2023 |
Chairman & Managing Director |
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