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Emami Ltd.

BSE: 531162 Sector: Consumer
NSE: EMAMILTD ISIN Code: INE548C01032
BSE 00:00 | 24 Apr Emami Ltd
NSE 05:30 | 01 Jan Emami Ltd
OPEN 212.40
PREVIOUS CLOSE 206.00
VOLUME 15705
52-Week high 397.60
52-Week low 140.85
P/E 23.95
Mkt Cap.(Rs cr) 9,033
Buy Price 198.00
Buy Qty 10.00
Sell Price 204.00
Sell Qty 50.00
OPEN 212.40
CLOSE 206.00
VOLUME 15705
52-Week high 397.60
52-Week low 140.85
P/E 23.95
Mkt Cap.(Rs cr) 9,033
Buy Price 198.00
Buy Qty 10.00
Sell Price 204.00
Sell Qty 50.00

Emami Ltd. (EMAMILTD) - Director Report


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Company director report

It gives me great pleasure to share with you the performance of yourCompany along with audited accounts for the financial year ended March 31 2019.

1. Performance highlights

FY2018-19 witnessed the industry recovering from the impacts of GSTimplementation. The sectoral scenario slowly improved and came back to normalcy whichalso helped brighten growth prospects. Hence despite the challenges the Company reporteda commendable performance. Your Company earned revenues worth C269294 Lacs duringFY2018-19 reporting a growth of 6%over FY2017-18. It also reported an EBIDTA of C72553Lacs a growth of 1% over FY2017-18.

In the past few years the Company has taken a host of measures forbrands like Kesh King Fair and Handsome as well as the international business to drivegrowth. The efforts have started paying off dividends. The international business reporteda growth of 12% in FY2018-19 over FY2017-18 while the newly-relaunched Kesh King reporteda growth of 13%.

The Pacharia plant saw its first full-year of operations backed bysuperior procedural efficiency and cutting-edge technology. The Company also sawsignificant savings in costs. The Company continued to invest in branding andcommunication and roped in a number of celebrities. The Company strengthened its presencein the modern trade channel by making its products available across major onlineplatforms.

During the year under review the Company has acquired a leadingpersonal care brand Creme 21 a German brand with strong roots & brand recall. Thebrand has a strong presence in Middle East and other focus markets offering skin care andbody care products such as creams and lotions shower gels sun care rangemen's range etc. The acquisition is expected to boost and complementEmami's international business & portfolio particularly in MENA SAARC andRussian markets.

Financial Results

(H lacs)
Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017–18
Revenue from Operations 248327 236427 269294 254083
Profit before interest depreciation and taxation 74363 72772 76212 73894
Interest 1929 3317 2140 3431
Depreciation and amortisation 31804 30531 32531 31086
Profit Before Tax and Exceptional Items 40629 38924 41541 39377
Exceptional Items 980 - 980 -
Profit before taxation 39650 38924 40561 39377
Less: Provision for taxation
- Current tax 8637 6565 9723 7275
- Deferred tax ( net ) 488 7 366 (49)
- MAT credit entitlement - 1400 - 1400
Profit after taxation 30524 30952 30473 30751
Share of minority interest - - (70) (84)
Profit after minority interest 30524 30952 30543 30835
Share of profit/(loss) of associate - - (220) (121)
Profit for the year 30524 30952 30323 30714
Cash profit 62328 61482 62854 61800
Balance brought forward 59082 42148 63077 46404
Profit available for appropriation 89606 73100 93400 77118
Appropriation
Effects of adoption of new accounting standard i.e 977 - 3552 -
Ind AS 115
Final dividend 15888 11916 15888 11916
Corporate dividend tax 3133 2298 3133 2298
Re-measurement of net defined benefit plans (net of tax) (356) (196) (294) (173)
Balance carried forward 69964 59082 71121 63077
Total 89606 73100 93400 77118

2. Changes in the nature of business if any

There has been no change in the nature of business of the Companyduring the financial year 2018-19.

3. Dividend

Your Directors are pleased to recommend a dividend of C4/- pershare (400% of the Company's share capital) in adherence with Dividend DistributionPolicy. The dividend is subject to approval of shareholders at the ensuing Annual GeneralMeeting. The dividend if approved will be paid to members whose names appear in theRegister of Members as on 1st August 2019. With respect to the shares held indematerialised form it would be paid to the members whose names are furnished by NationalSecurities Depository Ltd (NSDL) and Central Depository Services (India) Ltd ( CDSL) asowners on the said date. The total dividend outgo for the financial year ended March 312019 amounted to C21889/- lacs including the dividend distribution tax of C3732lacs. The dividend payout ratio works out to 72.2%.

4. Transfer to reserve

Your Directors do not propose to transfer any amount to the generalreserve.

5. Material changes and commitments

No material changes and commitments have occurred from the date ofclose of the financial year till the date of this Report which might affect the financialposition of the Company.

6. Share capital

During the year under review the Authorised Share capital of theCompany was increased from C250000000/- to C500000000/- divided into500000000 equity shares of face value of C1 each. The Company issued226967619 bonus shares of face value of C1 each as fully credited on 25th June 2018 in a ratio of 1:1 (i.e. one equity share for every one equity share already held) tothe Members of the Company. With this allotment the total issued and paid-up capital ofthe Company has stood to C453935238 comprising 453935238 equity shares offace value of C1 each.

7. Internal control systems and their adequacy

Your Company has in place an adequate system of internal controlscommensurate with its size requirements and the nature of operations. These systems aredesigned keeping in view the nature of activities carried out at each location and variousbusiness operations.

Your Company's in-house internal audit department carries outinternal audits at all manufacturing locations offices and sales depots across thecountry. The objective is to assess the existence adequacy and operation of financial andoperating controls set up by the Company and to ensure compliance with the Companies Act2013 SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015 andcorporate policies.

Your Company's internal audit department and risk managementsystem have been accredited with ISO 9001:2015 and ISO 31000:2009 certificationsrespectively.

A summary of all significant findings by the audit department alongwith the follow-up actions undertaken thereafter is placed before the Audit Committee forreview. The Audit Committee reviews the comprehensiveness and effectiveness of the reportand provides valuable suggestions and keeps the Board of Directors informed about itsmajor observations from time to time.

8. Internal financial controls

The Company has in place adequate financial controls commensurate withits size scale and complexity of its operations. The Company has in place policies andprocedures required to properly and efficiently conduct its business safeguard itsassets detect frauds and errors maintain accuracy and completeness of accounting recordsand prepare financial records in a timely and reliable manner.

9. Subsidiary and Associate companies

A. Subsidiary Companies

Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of theCompanies (Accounts) Rules 2014 the report on performance and financial position ofsubsidiaries is included in the Consolidated Financial Statements of the Company. TheCompany has a policy for determining the materiality of a subsidiary which is availableat www.emamiltd.in/investor-info/pdf/Policy-for-Determining-Materiality-of-Subsidiaries.pdf As of March 31 2019 your Company had the following subsidiary companies:

i) Emami Bangladesh Ltd. wholly-owned subsidiary of Emami Limited

ii) Emami International FZE wholly-owned subsidiary of Emami Limited

iii) Emami Indo Lanka (Pvt.) Ltd. Sri Lanka a wholly-owned subsidiary of Emami Limited

iv) Emami Rus (LLC) Russia 99.99% subsidiary of Emami International FZE

v) Emami Overseas FZE UAE wholly-owned subsidiary of Emami International FZE

vi) Pharma Derm S A E Co Egypt 90.60% subsidiary of Emami Overseas FZE

vii) Fravin Pty. Ltd. Australia 85% subsidiary of Emami International FZE

viii) Greenlab Organics Ltd. Australia a subsidiary of Fravin Pty. Ltd.

ix) Diamond Bio-tech Laboratories Pty. Ltd. Australia a subsidiary of Fravin Pty.Ltd.

x) Abache Pty Ltd Australia a subsidiary of Diamond Bio-tech Laboratories Pty. Ltd.

xi) Fentus 113. GmbH Germany Wholly owned subsidiary of Emami International FZE

In compliance with IND-AS-110 your Company has prepared itsconsolidated financial statements which forms part of this Annual Report. Pursuant to theprovisions of Section 129(3) of the Companies Act 2013 a separate statement containingthe salient features of the subsidiary companies in the prescribed form (AOC#1) is a partof the consolidated financial statements. The accounts of the subsidiary companies will beavailable to any member seeking such information at any point of time. The financialstatements of the Company along with the accounts of the subsidiaries will be available atthe website of the Company www.emamiltd.in and kept open for inspection at theregistered office of the Company.

Brief financial and operational details of the subsidiary companies areprovided hereunder:

Emami Bangladesh Ltd.

Emami Bangladesh Ltd. a wholly-owned subsidiary of Emami Limited wasincorporated on November 25 2004 under the Companies Act of Bangladesh. It is engaged inthe manufacture import and sale of cosmetics and ayurvedic medicines from itsmanufacturing unit in Dhaka. During the financial year ended March 31 2019 the Companyclocked revenues worth C11136 lacs (previous year C8884 lacs) and profitafter tax of C2021 lacs (previous year C1265 lacs).

Emami International FZE

Emami International FZE a wholly-owned subsidiary of Emami Limitedwas incorporated on November 12 2005 in the Hamriyah Free Zone Sharjah UAE and isgoverned by the rules and regulations laid down by the Hamriyah Free Zone Authority. It isengaged in the business of purchasing and selling cosmetics and ayurvedic medicines.

During the financial year ended March 31 2019 the Company clockedrevenues worth C16873 lacs (previous year C17430 lacs) and profit aftertax of C(673) lacs [previous year C(316) lacs ].

Emami Indo Lanka (Pvt) Ltd.

Emami Indo Lanka (Pvt) Ltd. Sri Lanka which was incorporated on 27thJune 2017 is a wholly-owned subsidiary (WOS) of Emami Limited. With an objective oftapping the potential of the local market it started manufacturing locally in FY 2017-18through a contract manufacturer.

During the period ended March 31 2019 the Company earned revenues of C752lacs

(previous year C402 lacs) and Profit after tax of C(59)lacs (previous year C(35) lacs).

Emami (RUS) LLC

Emami (RUS) LLC a subsidiary of Emami International FZE UAE wasincorporated on 14th August 2018 with an objective of trading of Perfumery productsCosmetics products and Pharma products.

During the period ended March 31 2019 the Company earned Nil revenuesand Profit after tax of C(12) Lacs.

Emami Overseas FZE

Emami Overseas FZE a wholly-owned subsidiary of Emami InternationalFZE was incorporated on November 25 2010. It is the holding company of Pharma Derm S. A.E. Co. in Egypt.

During the financial year ended March 31 2019 the Company recordedrevenues worth Nil (previous year: nil) and profit after tax of C(8) lacs (previousyear profit of C804 lacs).

Pharma Derm S. A. E. Co.

Pharma Derm S. A. E. Co. is a 90.60% subsidiary of Emami Overseas FZEand was registered on September 6 1998 under the relevant Companies Act of Egypt.

The Company was acquired to manufacture pharmaceuticals disinfectantscosmetics chemicals among others in FY 2010-11. The Company has not yet commencedoperations due to volatile political and economic conditions in Egypt.

During the financial year ended March 31 2019 the Company recordedrevenues worth C(67) lacs (previous year C326 lacs) and profit after tax of C(331)lacs (previous year C(529) lacs).

Fravin Pty. Ltd.

Fravin Pty. Ltd. (Australia based subsidiary) is an 85%of EmamiInternational FZE. It was acquired in FY 2014-15. It had major strength in researchdevelopment and manufacture of natural and organic personal care products.

Fravin is a recipient of various prestigious awards in recognition ofits qualitative excellence. Fravin together with its group companies manufactures a fullrange of hair care and skin care products certified by various certification bodies inAustralia and United states such as the Australian Certified Organic and the United StatesDepartment of Agriculture to name a few.

During the financial year ended March 31 2019 the Company clockedrevenues worth C53 lacs (previous year: C147 lacs) and a Profit after tax ofC(246) lacs (previous year loss of C(199) lacs).

Greenlab Organics Limited

Greenlab Organics Limited UK a UK-based subsidiary of Fravin Pty.Ltd. is involved in registration of brands and related activities. However it isyet to commence operations.

Diamond Bio Tech Laboratories Pty. Ltd.

Diamond Bio Tech Laboratories Pty. Ltd. an Australia-based subsidiaryof Fravin is involved in the export of organic products.

During the financial year ended March 31 2019 the Company recordedNil revenues (previous year: nil) and a Profit after tax of C(4) lacs (previousyear C(15) lacs).

Abache Pty. Ltd.

Abache Pty. Ltd. a subsidiary of Diamond Bio-Tech Laboratories Pty.Ltd. Abache has several personal care products in its portfolio. Abache was awarded thefirst place in the ‘Green Formulations' category at the Sustainable BeautyAwards 2014 held in Paris.

During the financial year ended March 31 2019 the Company earned Nilrevenues (previous year Nil) and Profit after tax of C(8) lacs (previous year C(17)lacs).

Fentus 113. GmbH Germany

Fentus 113 GmbH. Germany a wholly owned subsidiary (WOS) of EmamiInternational FZE UAE was incorporated on 3rd Jan 2019.

The Company is in the process of completing the licence &regulatory requirements before commencing the business.

B. Associate companies

Helios Life Style Private Limited

Helios is engaged in online male grooming sector and during thefinancial year ended March 31 2019 earned revenues worth C2020 lacs (previousyear C1201 lacs) and a profit after tax of C(707) lacs (previous year C(544)lacs).

Brillare Science Private Limited

The Company made strategic investment by way of subscribing CompulsoryConvertible Preference shares (CCPS) in Brillare which is engaged in manufacturing ofprofessional saloon products. The said CCPS have been converted into equity shares and thecompany subsequently holds 34.70% of voting rights of Brillare which has become Associateof the company with effect from 22nd April 2019.

10. Deposits

The Company has not accepted any public deposits covered under ChapterV of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

11. Non-convertible debentures

The Company did not issue any non-convertible debentures during thefinancial year 2018-19.

12. Consolidated financial statements

The consolidated financial statements prepared in accordance withIND-AS 110 consolidated financial statements form part of this Report. The net worth ofthe consolidated entity as on March 31 2019 stood at C207606 lacs as against C201361lacs at the end of the previous year.

13. Secretarial Standards of ICSI

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 withrespect to board meetings and general meetings respectively. The Company has ensuredcompliance with the same.

14. Auditors and Auditor Report

Statutory auditor

Your Company's Auditors M/s. S. R. Batliboi & Co. LLPChartered Accountants (firm registration number 301003E/E300005) were appointed as theStatutory Auditors from the conclusion of the 34th Annual General Meeting till theconclusion of the 39th Annual General Meeting of the Company.

The Auditors report to the shareholders on the financial statement ofthe Company for the financial year ended on 31st March 2019 does not contain anyqualification reservation or adverse remark or disclaimer.

Secretarial auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany appointed M/s MKB & Associates Practicing Company Secretaries as itssecretarial auditor to undertake the secretarial audit for FY2018-19. The secretarialaudit report certified by the secretarial auditors in the specified form MR-3 is annexedherewith and forms part of this report (Annexure I). The secretarial audit report does notcontain any qualification reservation or adverse remarks. Furthermore the SecretarialAuditor M/s MKB & Associates Practicing Company Secretaries have alsocertified the compliance as per the SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations 2018 and same has been intimated to the stock exchangeswithin the stipulated time.

Cost auditor

Your Company's cost accountants M/s. V.K. Jain & Co. (firmregistration number 00049) were appointed by the Board of Directors at its meeting heldon May 3 2018 to audit the cost accounting records as may be applicable to the Companyfor FY2018-19 and their remuneration was approved during the previous Annual GeneralMeeting.

M/s V. K. Jain & Co were reappointed as cost auditors forFY2019-20 and the remuneration payable to the cost auditors is required to be placedbefore the members in the ensuing Annual General Meeting for their ratification.Accordingly a resolution seeking members' ratification for the remuneration payableto them is included in the notice convening the Annual General Meeting. The Boardrecommends the same for approval by members at the ensuing Annual General Meeting.

15. Conservation energy technology and foreign exchange outgo

The particulars of conservation of energy technology absorption andforeign exchange earnings and outgo in accordance with the provisions of Section 134(3) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts of Companies) Rules2014 is annexed herewith and forms part of this Report. (Annexure II)

16. Extract of Annual Return

The extracts of the annual return in form MGT 9 in terms of provisionsof Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 is attached herewith and form part of this reportas(Annexure-III) and the same can be accessed from the website of the Company by clicking onthe following link http://www.emamiltd.in

17. Corporate social responsibility

Corporate social responsibility forms an integral part of yourCompany's business activities. Your Company is a responsible corporate citizensupporting activities which benefit the society as a whole and has fulfilled its CSRobligations for FY 2018-19. The Company carries out its corporate social responsibilityinitiatives not just in letter but also in spirit and thus has touched thousands of livesacross India.

In compliance with Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company has adopted aCSR policy which is available at: http://www.emamiltd.in/holistic-living/pdf/CorporateSocialResponsibilityPolicyofEmamiLtd.pdf

The Annual Report on CSR expenditures for the FY 2018-19 is annexedherewith and forms part of this report (Annexure IV).

18. Directors and key managerial personnels

In accordance with provisions of Section 152 of the Companies Act 2013read with Rules made thereunder Shri A.V. Agarwal (DIN 00149717) Shri R.S. Goenka (DIN00152880) and Shri. S.K. Goenka (DIN 00149916) are liable to retire by rotation at the36th Annual General Meeting and being eligible offer themselves for reappointment.

The Board of Directors reappointed Shri Prashant Goenka as Whole-timeDirector of the Company upon completion of his present term on 19th January 2019 for aperiod of 5 (five) years w.e.f 20th January 2019 subject to approval of the members in theensuing Annual General Meeting.

Late Shri M. D. Mallya ceased to be Director effective from 25thNovember 2018 due to his sudden demise. The Board puts on record its appreciation for thevaluable guidance provided by him during his tenure as an Independent Director of theCompany.

Shri Debabrata Sarkar was appointed as an Additional-cum-IndependentDirector of the Company with effect from February 21 2019 for a term of 5 (five) yearsby the Board of Directors subject to the approval of shareholders at the 36thAnnual General Meeting of the Company.

The Company has received declarations from all the IndependentDirectors that they meet the criteria of independence as prescribed in the Companies Act2013 and SEBI Listing Regulations 2015.

None of the Directors of the Company is disqualified for beingappointed as Director as specified under Section 164(2) of the Companies Act 2013 andRule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.

A brief resume of the Directors proposed to be reappointed is providedin the Notice of the Annual General Meeting forming part of the Annual report.

19. Business responsibility report

As required under Regulation 34 of SEBI Listing Regulations 2015 theBusiness Responsibility Report of the Company for the financial year ended March 31 2019is attached as part of the Annual Report.

20. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy which isdisclosed in (Annexure V). The same is also displayed on the website of the Companyhttp://www.emamiltd. in/investor-info/pdf/Dividend_Distribution_Policy_ Emamiltd.pdf

21. Board induction training and familiarization programme forIndependent Directors

Prior to the appointment of an Independent Director the Company sendsa formal invitation along with a detailed note on the profile of the Company the Boardstructure and other relevant information. At the time of appointment of the Director aformal letter of appointment which inter alia explains the role functions andresponsibilities expected of him/her as a Director of the Company is given. The rolefunctions and responsibilities of the Director are also explained in detail and informedabout the various compliances required from him/her as a Director under the variousprovisions of the Companies Act 2013 SEBI Listing Regulations 2015 SEBI (Prohibition ofInsider Trading) Regulations 2015 the Code of Conduct of the Company and other relevantregulations.

A Director upon appointment is formally inducted to the Board. Inorder to familiarise the Independent Directors about the various business drivers theyare updated through presentations at Board Meetings about the performance and financialsof the Company. They are also provided presentations about the business and operations ofthe Company from time to time.

The Directors are also updated on the changes in relevant corporatelaws relating to their roles and responsibilities as Directors. The details of the Boardfamiliarisation programme for the Independent Directors can be accessed at:http://www.emamiltd. in/investor-info/pdf/EmamiLtdFamiliarizationProgrammeForIndependentDirectors.pdf

22. Performance evaluation

Pursuant to the provisions of Section 178 of the Companies Act 2013read with rules made thereunder Regulation 17(10) of the SEBI Listing Regulations and theGuidance note on Board evaluation issued by SEBI vide its circular dated January 5 2017the Company has framed a policy for evaluating the annual performance of its DirectorsChairman the Board as a whole and the various Board Committees. The Nomination andRemuneration Committee of the Company has laid down parameters for performance evaluationin the policy.

The Board also evaluated the performance of each of the Directors theChairman the Board as whole and all committees of the Board. The process of evaluation iscarried out in accordance with the Board Evaluation Policy of the Company and as per thecriteria laid down by the NR Committee. The Board members were satisfied with evaluationprocess.

23. Number of meetings of the Board

The Board of Directors held four meetings during the year on 3rd May2018 1st August 2018 30th October 2018 and 31st January 2019. The maximum gap betweenany two meetings was less than 120 days as stipulated under SEBI's ListingRequirements 2015. The details of Board Meetings held and attendance of Directors areprovided in the Report on Corporate Governance forming part of this report.

24. Committees of the Board

The Company has constituted various Board-level committees inaccordance with the requirements of Companies Act 2013 and SEBI (LODR) Regulations 2015.The Board has the following committees as under:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Share Transfer Committee

IV. Stakeholders Relationship Committee

V. Finance Committee

VI. Corporate Governance Committee

VII. Corporate Social Responsibility Committee

VIII. Risk Management Committee

Details of all the above Committees along with composition and meetingsheld during the year under review are provided in the Report on Corporate Governanceforming part of this Report.

25. Separate meeting of Independent Directors

Details of the separate meeting of the Independent Directors held andattendance of Independent Directors therein are provided in the Report on CorporateGovernance forming part of this Report.

26. Whistleblower policy

The Company has established an effective Whistle-blower policy (Vigilmechanism) and procedures for its Directors and employees. The details of the same areprovided in the Report on Corporate Governance which forms part of this Report. Thepolicy on vigil mechanism may be accessed on the Company's website at:http://www.emamiltd.in/ investor-info/pdf/WhistleBlowerPolicyEmami.pdf

27. Remuneration policy

The remuneration policy of the Company aims to attract retain andmotivate qualified people at the executive and Board levels. The remuneration policy seeksto employ people who not only fulfil the eligibility criteria but also have the attributesneeded to fit into the corporate culture of the Company. The remuneration policy seeks toprovide well-balanced and performance-related compensation packages taking into accountindustry standards and relevant regulations.

The remuneration policy ensures that the remuneration to the directorskey managerial personnel and the senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals. The remuneration policy is consistent with the‘pay-for-performance' principle.

The Company's policy on remuneration and appointment of Boardmembers as mentioned in the Remuneration Policy have been disclosed on the Company'swebsite: http://www.emamiltd.in/ investor-info/pdf/Remuneration-Policy-Emami-Ltd.pdf andannexed the Directors' Report which forms part of the Annual Report (Annexure VI)

28. Related party transactions

All related party transactions entered into by the Company during thefinancial year were conducted at an arm's length basis. No material contracts orarrangements with related parties were entered into during the year under review. Duringthe year the Audit Committee had granted an omnibus approval for transactions which wererepetitive in nature for one financial year. All such omnibus approvals were reviewed bythe Audit Committee on a quarterly basis. All related party transactions were placed inthe meetings of Audit Committee and the Board of Directors for the necessary review andapproval. Your Company's policy for transactions with the related party was reviewedby the Audit Committee and approved by the Board can be accessed at:http://www.emamiltd.in/investor-info/pdf/PolicyforTransactionswithRelatedParties. pdfAccordingly disclosure of Related party Transaction as required under Section 134(3)(र) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in formAOC-2 is not applicable.

The Company has developed and adopted relevant SOPs for the purpose ofmonitoring and controlling such transactions.

29. Particulars of loans guarantees and investments

Particulars of loans guarantees and investments made by the Companypursuant to Section 186 of the Companies Act 2013 are given in the notes to financialstatements. During the year the Company has granted loans provided guarantee and madeinvestment in its wholly owned subsidiary (ies) for their business purpose. The Companyhas also subscribed to securities of other bodies corporate as strategic investors and thesaid bodies corporate have issued the said securities for their business purposes. Detailsof loans granted guarantee provided and investment made are provided in the notes to theaccounts.

30. Particulars of employees and managerial remuneration

The information of employees and managerial remuneration as requiredunder Section 197(2) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and other details areannexed herewith and forms part of this Report. (Annexure VII)

31. Management discussion and analysis and Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the SEBI ListingRegulations 2015 Management Discussion Analysis Corporate Governance Practicesfollowed by your Company together with a certificate from the Company's auditorsconfirming compliance of conditions of Corporate Governance are an integral part of thisReport.

32. Risk management system The Company has developed and implemented a risk managementpolicy which is periodically reviewed by the management. The system also complies with therequirements laid down under the ISO 31000: 2009 norms.

In accordance with Regulation 21 of SEBI Listing Regulations 2015 theenterprise risk management policy of the Company which has been duly approved by theBoard is reviewed by the Risk Management Committee Audit Committee and the Board on aquarterly basis. The risk management process encompasses practices relating toidentification assessment monitoring and mitigation of various risks to key businessobjectives. Besides exploiting the business opportunities the risk management processseeks to minimise adverse impacts of risk to key business objectives.

33. Prevention of sexual harassment at workplace

Your Company is committed to provide a work environment which ensuresthat every woman employee is treated with dignity respect and equality. There iszero-tolerance towards sexual harassment and any act of sexual harassment invites seriousdisciplinary action.

As per the requirements of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013 (POSH) your Company hasestablished a policy to prevent sexual harassment of its women employees. The policyallows every employee to freely report any such act with the assurance of prompt action tobe taken thereon. The policy lays down severe punishment for any such act. The Company hascomplied with provisions relating to the constitution of internal complaints committeeunder POSH. During the year under review the company has received two complaints whichwere redressed as per policy and law.

Several initiatives were undertaken during the year to demonstrate theCompany's zero tolerance philosophy against discrimination and sexual harassmentincluding awareness programme which included creation and dissemination of comprehensiveand easy-to-understand training and communication material.

34. Details of significant and material orders passed byregulators/courts/tribunals

There was no instance of any material order passed by anyregulators/courts/tribunals impacting the going concern status of the Company.

35. Directors' Responsibility Statement

Pursuant to the requirements laid down under Section 134(5) of theCompanies Act 2013 with respect to the Directors' Responsibility Statement theDirectors confirm that:

I. In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed and no material departures have beenmade.

II. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of Affairs of the Company as on March 31 2019 and of the profitof the Company for the year ended on that date.

III. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

IV. The annual accounts were prepared on a going concern basis.

V. The Directors have laid down effective internal financial controls to consistentlymonitor the Affairs of the Company and ensured that such internal financial controls wereadequate and operating effectively.

VI. The Directors have devised a proper system to ensure compliance with the provisionsof all applicable laws and that the same are adequate and operating effectively.

36. Acknowledgements

Your Directors would like to acknowledge and place on record theirsincere appreciation of all stakeholders – shareholders bankers dealers vendorsand other business partners for the unstinted support received from them during the yearunder review. Your Directors recognise and appreciate the efforts and hard work of all theemployees of the Company and their continued contribution to its progress.

For and on behalf of the Board
Place: Kolkata R.S. Agarwal
Date: May 27 2019 Chairman