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Directors Report of Empire Industries Ltd.

Mar 31, 2016

The Directors hereby present their Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2016.

1. FINANCIAL RESULTS:

Year ended Year ended Particulars 31.03.2016 31.03.2015 Rs, in Lakhs Rs, in Lakhs

Income:

Revenue from Operations 38512.98 35419.91

Other Income 496.06 503.91

Total Revenue 39009.04 35923.82

Expenditure

Cost of Materials Consumed 4944.08 4530.21 Purchase of Stock-in-Trade 10770.30 9749.99

Changes in Inventories of Finished goods,

Work-in-Progress and Stock-in-Trade 245.93 (767.92)

Employee Benefit Expenses 6688.33 6393.43

Finance Costs 966.90 930.71

Depreciation and Amortization Expenses 968.79 1242.98

Other Expenses 9757.85 9244.01

Total Expenses 34342.18 31323.41

Profit Before Tax 4666.86 4600.41

Tax Expenses

1. Current Tax 1430.00 1340.00

2. Deferred Tax 171.98 (153.11)

Profit for the year 3064.88 3413.52

Appropriated as under:

Interim Dividend 1200.00 -

Final Proposed Dividend 240.00 1440.00

Tax on Dividend 293.15 293.15

General Reserve 1331.73 1680.37

Total amount appropriated 3064.88 3413.52

Earning per Equity Share of the face value of Rs, 10 each Basic and Diluted (in Rs,) 51.08 56.89 2. DIVIDEND:

Your Directors are pleased to recommend a Final Dividend of Rs, 4/- per equity share of face value of Rs, 10/- each for the year ended 31st March, 2016. The Interim Dividend of Rs, 20/- per equity share was paid on 23rd March, 2016.

The Final Dividend, subject to the approval of Members at the Annual General Meeting on 30th July, 2016, will be paid on or after 30th July, 2016 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from Saturday, 23rd July, 2016 to Saturday, 30th July, 2016 (both days inclusive). The total dividend for the financial year, including the proposed Final Dividend, will amount to Rs, 24/- per equity share and will absorb Rs, 1440 Lakhs. (Previous Year Rs, 1440 Lakhs). The tax on distributed Profit s, payable by the Company would amount to Rs, 293.15 Lakhs as against Rs, 293.15 Lakhs for the previous financial year.

3. OPERATIONS:

The Division-wise details are given below:

i. VITRUM GLASS

During the year under review, the Division achieved a turnover of Rs, 136.06 Crore which includes export of Rs, 18.61 Crore as against Rs, 22.74 Crore previous year. Due to over capacity in the glass industry, the division could not raise prices from its customers, despite a rise in costs. However, cost reduction efforts helped and the division could maintain its targeted Profit . Over-capacity in the industry is slowly getting absorbed. The division is expected to improve its performance in the current year.

ii. EMPIRE MACHINE TOOLS – MFTM (Metal Forming, Testing & Metrology)

This Division is in the business of Engineering, Consultancy, and procurement of imported machines in the fields of Metal forming, welding, Proto-typing etc. Market conditions have been sluggish in these areas. Profit ability has been affected by the imposition of Service Tax on the income of this Division. Markets show signs of lifting now, and we can expect a stronger performance in 2016.

iii. EMPIRE MACHINE TOOLS - MCAT (Metal Cutting & Allied Technologies)

Orde r in-fow for this division has been slow. Projects in Power generation, Railways etc. have not taken-off as anticipated. Service Tax has been imposed on the income of this division, affecting Profit ability adversely. The Indian Economy appears to be lifting now, and 2016 should prove to be a better year.

iv. EMPIRE INDUSTRIAL EQUIPMENT

Order booking in this Division has been good, especially helped through orders from a large Nigerian Refinery. Orders from Indian Customers'' have been slow, however. The year 2016 should prove better. There is greater potential in the area of Solar Grid and Roof-top projects, in Led Projects, in Smart City Re-construction Projects etc. Service Tax has been imposed on the income of this division, adversely affecting Profit ability. The year 2016 should show improved Profit ability.

v. EMPIRE VENDING (GRABBIT)

GRABBIT is the only national player in this industry with multiple branch offices at Mumbai, Delhi, Bangalore, Pune and Hyderabad. GRABBIT provides premium food & beverage vending services to corporate offices, hotels, banks etc. through automated vending machines. GRABBIT promises easy access to hygienic packaged food and beverages on a 24x7 basis. We install state of the art Imported Vending Machines which are unique in the industry. A range of snacks under the brand name "SNAKPAK" were introduced and are being sold through our vending machines. The division expects to do well during the current year.

vi. EMPIRE FOODS

The Division Imports Frozen and Chilled Food products from around the Globe and procures Indigenous frozen food products to sell in HORECA (Hotels, Restaurants & Caterers) sector, which includes Leading Chain of Five Star / Four Star Hotels, Leading Restaurants, Air Caterers, Distributors and others in Food Industry. The Division has done well during the year under review and maintained its market leadership position in the country. With Eleven Branch offices, it has strong distribution throughout the country and has Plans to Export its products to neighboring countries like Nepal and Bhutan. During the Year under review, Division received "STAR OF THE INDUSTRY AWARD" from CMO Council of Asia and Asian Confederation of Businesses. The Division Plans to strengthen its position by further adding a number of Indigenous products this year. The division expects to expand its business in the current year.

vii. EMPIRE REAL ESTATE

The construction of Empire Plaza-II at Vikhroli is completed and Occupation Certificate is obtained for approximately 2 Lakhs Sq. Ft. Out of that, 80% of the area is booked by reputed clients and revenue will start from 1st August, 2016. Empire Plaza-I at Vikhroli and Empire Complex at Parel are 80% occupied by reputed clients under Leave and License arrangements.

Empire Industrial Centrum

The Empire Industrial Centrum is being developed on a 35 - Acre property in Ambernath. The Project started in the year 2014 after obtaining all the necessary Government Approvals. Currently 7 buildings (3 Industrial and 4 Residential) are being constructed and the pace of construction is as per schedule. Till date we have booked 305 units with a total value of Rs, l03/- Crores. The project comprises of 80% Industrial units, 15% Residential units and 5% Commercial units. The project should prove Profit able for the company.

The Empire Business Centre (TEBC)

TEBC provides flexible and customizable work space solutions with fully furnished offices, complete business support services, meeting and conference room facilities that enables our clients to run their businesses without incurring massive start up costs and over-head expenses. Based on a core concept of providing the ''best-in-class'' service, we provide a custom mix of products and services that deliver significant and measurable returns to our clients. Our services are scaled to meet the needs of each client, whether big or small, local or international. The various Products and Services that TEBC offers are Conference and Meeting Room, Video Conference, Business Lounge, Hot Desking, Executive Membership, Day Office. The current occupancy of TEBC is at 100%. The division is expected to do well in the current year.

4 CAPITAL EXPENDITURE

The major Capital Expenditure is on account of Building (Rs, 39.17 Lakhs), Plant & Machinery (Rs, 264.40 Lakhs), Vehicles (Rs, 140.54 Lakhs), Furniture & Fixtures (Rs, 58.64 Lakhs) Office Equipments (Rs, 149.78 Lakhs), and Software (Rs, 86.82 Lakhs)

5. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed to this report.

6. NUMBER OF MEETINGS OF THE BOARD

During the year Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of these are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2016, 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 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, 2016 and of the Profit and loss of the company for that 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; "Internal Financial Controls" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

(f) the directors had devised proper systems to ensure compliances with the provisions of the applicable laws and that such systems were adequate and operating effectively.

8. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

9. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees. As required by the rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the prescribed details are annexed to this report.

10. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK

There is no qualification, reservation or adverse remark or disclaimer made –

(i) by the auditor in his report; and

(ii) by the Company Secretary in practice in her

secretarial audit report.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

There are no loans given, guarantees issued or investments made to which provisions of Section 186 are applicable to the Company.

12. CORPORATE GOVERNANCE

As per Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreement with the Stock Exchange, a separate section on corporate governance practices followed by the Company, together with a Certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons who may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and 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. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company. The report of the Board in respect of the particulars of contracts or arrangements with related parties referred to sub-section (1) of section 188 in Form AOC-2 is annexed to this report.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 2014, relating to the foregoing matters is given in the Annexure forming part of this report.

15. REPORT ON RISK MANAGEMENT POLICY

The Risk Management Committee with its members as Mr. Dileep Malhotra, Mr. Rajbir Singh and Mr. C. P. Shah performs its activities according to the Risk Policy finalized by the Board indicating the development and implementation of Risk Management.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Company has developed and implemented the CSR policy to carry out activities in health and education and also formed KARO Trust which has been registered on 12.03.2015 with Charity Commissioner, Mumbai for this purpose. The policy is put up on Company''s website. CSR report as per the provision of section 135 of the Companies Act, 2013 is annexed to this report.

17. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and compliance committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

18. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend, Fixed Deposits and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

20. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

21. SECRETARIAL AUDIT REPORT

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 has appointed Mrs. Deepa Gupta, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed to this report.

22. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Rajbir Singh, having Director Identification Number 00826402, retire by rotation at this Annual General Meeting. As per the Provision of the Companies Act, 2013 he has been appointed as Independent Director for a term of five years from the date of ensuing Annual General Meeting subject to the approval of the members. In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Dileep Malhotra, having Director Identification Number 00027168, retire by rotation at this Annual General Meeting and being eligible offer himself for re-appointment. Mr. Rasheed A Maskati, having Director Identification Number 00057850, will be retiring at the ensuing Annual General Meeting. The Board has placed on record its high sense of appreciation for the valuable services rendered by Mr. Rasheed A. Maskati during the period of his association with the Company.

23 SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

24. DETAILS RELATING TO FIXED DEPOSITS

The details relating to deposits covered under Chapter V of the Act –

(a) Accepted during the year: Rs, 13471.88 Lakhs.

(b) Remained unpaid or unclaimed as at the end of the year: Rs, 22.35 Lakhs.

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved -

(i) At the beginning of the year: Nil

(ii) Maximum during the year: Nil

(iii) At the end of the year: Nil

Details of deposits which are not in compliance with the requirements of Chapter V of the Act, 2013: Deposits from Directors: Rs, 16.96 Lakhs.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defend in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

27. ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the abundant assistance and co-operation received by the Company from its workers, staff, officers, Consortium Banks, members and other Government Bodies during the year under review.

28. AUDITORS

The Company''s Auditors, Messrs D. P. Ghevaria & Company, Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment for one more year as per the Companies Act, 2013. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under the Listing Agreement, the auditors have also confirmed that they hold a valid Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

29. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Construction activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Vinay Mulay & Co. to audit the cost accounts of the Company for the financial year 2015- 2016 on a remuneration of Rs, 1,00,000/-. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Messrs Vinay Mulay & Co., Cost Auditors is included at Item No. 6 of the Notice convening the Annual General Meeting.

On Behalf of the Board of Directors

Place : Mumbai

Date : May 26, 2016 S. C. MALHOTRA

Chairman


Mar 31, 2015

Dear Members,

The Directors hereby present their Annual Report together with the Audited Accounts of the Company for the year ended March 31,2015.

FINANCIAL RESULTS:

Year ended Year ended Particulars 31.03.2015 31.03.2014 Rs. in Lakhs Rs. in Lakhs

Income:

Revenue from Operations 35419.91 31376.04

Other Income 503.91 673.43

Total Revenue 35923.82 32049.47

Expenditure

Cost of Materials Consumed 4530.21 4480.71

Purchase of Stock-in-Trade 9749.99 6210.96

Changes in Inventories of Finished goods, Work-in- Progress and Stock-in-Trade (767.92) (712.61)

Employee Benefit Expenses 6393.43 6290.04

Finance Costs 930.71 1076.30

Depreciation and Amortization

Expenses 1242.98 815.95

Other Expenses 9244.01 9118.85

Total Expenses 31323.41 27280.20

Profit Before Tax 4600.41 4769.27

Tax Expenses

(1) Current Tax 1340.00 853.38

(2) Deferred Tax (153.11) 291.27

Profit for the year 3413.52 3624.62

Appropriated as under:

Dividend proposed 1440.00 1440.00

Tax on Proposed Dividend 293.15 244.73

General Reserve 1680.37 1939.89

Total amount appropriated 3413.52 3624.62

Earning per Equity Share of the 56.89 60.41 face value of Rs. 10 each Basic and Diluted (in Rs.)

DIVIDEND:

The Directors are pleased to recommend, for your consideration, payment of Dividend @240% (Rs. 24 per Equity Share of the face value of Rs. 10, Tax Free) for the

financial year 2014-15, (Previous Year 240%). The total amount of the Dividend outgo will be Rs. 1440 Lakhs as against Rs. 1440 Lakhs for the previous financial year. The tax on distributed profits, payable by the Company would amount to Rs. 293.15 Lakhs as against Rs. 244.73 Lakhs for the previous financial year.

OPERATIONS:

The Division-wise details are given below:

VITRUM GLASS

During the year under review, the Division achieved a turnover of Rs. 136.59 Crore which includes export of Rs. 22.74 Crore. Due to over capacity in the glass industry, the division could not raise prices from its customers, despite a rise in costs. However, cost reduction efforts helped and the division could maintain its targeted profit. Over capacity in the industry is slowly getting absorbed. The division is expected to do well in the current year.

EMPIRE MACHINE TOOLS - MFTM (Metal Forming, Testing & Metrology)

There has been a shortfall in Order intake compared to initial projections.

Market demand has been sluggish from both the Private and the Public Sectors. There were hopes that investments will pick up after the General Elections, but positive effects in our area of operations are yet to be felt. Service Tax imposed by the Government on foreign remittances received has affected profit margins, though costs were controlled. The backlog of Orders for execution for the coming year is healthy. Currently the division is working on major turnkey tenders and products with shorter execution times. The successful finalization of these cases within this Financial Year will greatly improve the performance in the current year.

EMPIRE MACHINE TOOLS - MCAT (Metal Cutting & Allied Technologies)

Order in-flow in MCAT Division has been affected mainly on account of recessionary trends and unclear Government policies. There have been cancellation of some orders mainly due to projects not coming up in time. Shipments have also been affected. MCAT is focusing mainly on railways, aerospace, power generation & steel. Some business was also concluded in the Oil & Gas Sectors.

EMPIRE INDUSTRIAL EQUIPMENT

The Business scenario is now looking up for this division. The Division performed reasonably well particularly in Oil & Gas Downstream sector. Other breakthroughs include the largest Industry order for Dome Roof equipment from IOCL. This will pave the way for more orders in this segment. Fire & Safety is another area on which we are concentrating. On the power sector, there were significant orders for LED lights, which also will be an increasing business for the Division. Solar energy business in the country is on the rise, and the Division is focusing on this. Petrochemical and Fertilizer sectors are showing signs of growth. Overall business is looking up and the Division is expected to improve its performance in the current year.

EMPIRE VENDING (GRABBIT)

This division is respected nationwide as the pioneer and leader of Vending in India. GRABBIT is the only national player in this industry with multiple branch offices at Mumbai, Delhi, Bangalore, Pune and Hyderabad. GRABBIT provides premium food & beverage vending services to corporate offices, hotels, banks etc. through automated vending machines. GRABBIT promises easy access to hygienic, fresh, packed food and beverages on a 24x7 basis. We have state of the art Imported Vending Machines which are unique in the industry. A range of snacks under the brand name "SNAKPAK" were introduced and are being sold through our vending machines in all the five cities. Last year, GRABBIT introduced new reputed clients like HSBC, Morgan Stanley, Microsoft, Symantec etc. by installing vending machine in their offices.

EMPIRE FOODS

The Division Imports Frozen and Chilled Food from around the Globe and distributes it to Leading Chains of Five Star / Four Star Hotels, Leading Restaurants, Air Caterers and others in Food Industry. This year, it has also started Local procurement from Indian processors and markets the products to its existing clients. The division did well during the year with its existing Products and New Products launched during the year. It enjoys a Market Leader position in India in most of its products and has a strong distribution Network throughout the country. A High Growth Trend is expected in the coming year.

EMPIRE REAL ESTATE

The construction of Empire Plaza-II at Vikhroli consisting of 10 floors (3 floors for parking and 7 floors for office purposes) with a usable area of approximately 2 Lakh square feet is complete. Occupation Certificate is already obtained. License agreement for one floor of this property is effective from 1st May, 2015 and we expect to book other floors soon. Empire Plaza I at Vikhroli and Empire Complex at Lower Parel are 95% occupied by reputed clients under License Agreements.

Empire Industrial Centrum

The Empire Industrial Centrum is being developed on a 35 Acre Property in Ambernath. All Governmental Approvals to establish this project have been received. It will take approximately 5 years to complete the project. Buildings will be constructed only when sales have been assured. Eighty percent of the area will be used for the construction of Flatted Industrial Units, Fifteen Percent for Residential Flats and Five Percent for Commercial Structures. The total Constructed Area upon completion would be 1,41,402 square metres. This Project should prove profitable for the company.

The Empire Business Centre (TEBC)

The Empire Business Centre (TEBC) division started its operations in July, 2013. TEBC provides flexible and customizable work space solutions with fully furnished offices, complete business support services, meeting and conference room facilities that enable the clients to run their businesses without incurring massive start up cost and over-head expenses. Based on a core concept of providing the ''best-in-class'' service, TEBC provides a custom mix of products and services that deliver significant and measureable returns to the clients. TEBC services are scaled to meet the needs of each client, whether big or small, local or international. The various products and services that TEBC offers are Conference and Meeting Rooms, Video Conference, Business Lounge, Hot Desking, Executive Membership, Day Office. The current occupancy of TEBC is at 75%, which is expected to improve substantially resulting in better financial results in the current year.

CAPITAL EXPENDITURE

The major Capital Expenditure is on account of Building (Rs. 1888.54 Lakhs), Plant & Machinery (Rs. 306.67 Lakhs), Office Equipments (Rs. 162.60 Lakhs) and Vehicles (Rs. 164.25 Lakhs).

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed to this report.

NUMBER OF MEETINGS OF THE BOARD

During the year Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of these are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2015, 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 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, 2015 and of the profit and loss of the company for that 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;

(d) the directors had prepared the annual accounts on a going concern basis;

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

"Internal Financial Controls" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

(f) the directors had devised proper systems to ensure compliances with the provisions of the applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section

(3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees. As required by the rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the prescribed details are annexed to this report.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK

There is no qualification, reservation or adverse remark or disclaimer made -

(i) by the auditor in his report; and

(ii) by the Company Secretary in practice in her secretarial audit report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

There are no loans given, guarantees issued or investments made to which provisions of Section 186 are applicable to the Company.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons who may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and 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. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The report of the Board in respect of the particulars of contracts or arrangements with related parties referred to sub-section (1) of section 188 in Form AOC-2 is annexed to this report.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 2014, relating to the foregoing matters is given in the Annexure forming part of this report.

REPORT ON RISK MANAGEMENT POLICY

The Company has formed the Risk Management Committee with its members as Mr.Dileep Malhotra, Mr. Rajbir Singh and Mr. C. P. Shah and the committee will perform its activities according to the Risk Policy finalized by the Board indicating the development and implementation of Risk Management.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Company has developed and implemented the CSR policy to carry out activities in health and education and also formed KARO Trust which has been registered on 12.03.2015 with Charity Commissioner, Mumbai for this purpose. The policy is put up on Company''s website. CSR report as per the provision of section 135 of the Companies Act, 2013 is annexed to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and compliance committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend, Fixed Deposits and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

SECRETARIAL AUDIT REPORT

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 has appointed Mrs. Deepa Gupta, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed to this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Bipinchandra Chimanlal Gandhi, having Director Identification Number 00780094 and Mr. Subodh Chandra, having Director Identification Number 02076844, retire by rotation at this Annual General Meeting. As per the Provision of the Companies Act, 2013 they have been appointed as Independent Directors for a term of five years from the date of Annual General Meeting subject to the approval of the members.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

DETAILS RELATING TO FIXED DEPOSITS

The details relating to deposits covered under Chapter V of the Act -

(a) Accepted during the year: Rs. 20,61,60,000/-

(b) Remained unpaid or unclaimed as at the end of the year: Rs. 17,43,000/-

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) At the beginning of the year: Nil

(ii) Maximum during the year: Nil

(iii) At the end of the year: Nil

Details of deposits which are not in compliance with the requirements of Chapter V of the Act, 2013: Deposits from Directors: Rs. 4,63,04,000/-

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the abundant assistance and co-operation received by the Company from its workers, staff, officers, Consortium Banks, members and other Government Bodies during the year under review.

AUDITORS

The Company''s Auditors, Messrs D. P. Ghevaria & Company, Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Glass Bottle Manufacturing activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Vinay Mulay & Co. to audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of Rs. 75,000/-. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Messrs Vinay Mulay & Co., Cost Auditors is included at Item No. 6 of the Notice convening the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

- Overall Review

The Company is engaged in the following activities:

(1) Manufacture of Amber Glass Bottles for the Pharmaceutical Industry.

(2) Representing a number of foreign manufacturers of Precision Machine Tools, Measuring Instruments, Testing Machines, designing and marketing of Industrial Equipments.

(3) Imports Frozen & Chilled Foods from around the Globe and distribute it to leading chains of Five / Four Star Hotels and leading Restaurants.

(4) Provides office space on Leave & License basis to multinational companies and banks.

(5) Developing land admeasuring to 35 Acres at Ambernath with the consent of MIDC.

(6) Provides flexible and customizable work space solutions to clients to run their business without increasing massive start-up costs and over-head expenses.

The performance of all these Divisions is reviewed in the Directors'' Report.

On Behalf of the Board of Directors

Place : Mumbai S.C. MALHOTRA Date : May 25, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors hereby present their Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS:

Year ended Year ended Particulars 31.03.2014 31.03.2013 Rs.in Lakhs Rs. in Lakhs

Income:

Revenue from Operations 31376.04 27998.71

Other Income 673.43 791.47

Total Revenue 32049.47 28790.18 Expenditure

Cost of Materials Consumed 4480.71 4631.83

Purchase of Stock-in-Trade 6210.96 3330.40

Changes in Inventories of Finished goods, Work-in- Progress and Stock-in-Trade (712.61) (468.10)

Employee Benefit Expenses 6290.04 6460.61

Finance Costs 1076.30 902.61

Depreciation and Amortization Expenses 815.95 745.32

Other Expenses 9118.85 8511.89

Total Expenses 27280.20 24114.56

Profit Before Tax 4769.27 4675.62

Tax Expenses

(1) Current Tax 853.38 1261.00

(2) Deferred Tax 291.27 (98.79) Profit for the year 3624.62 3513.41 Appropriated as under:

Dividend proposed 1440.00 1440.00

Tax on Proposed Dividend 244.73 244.73

General Reserve 1939.89 1828.68

Total amount appropriated 3624.62 3513.41

Earning per Equity Share of the 60.41 58.56 face value of Rs. 10 each Basic and Diluted (in Rs.)

DIVIDEND:

The Directors are pleased to recommend, for your consideration, payment of Dividend @ 240% (Rs. 24 per Equity Share of the face value of Rs. 10, Tax Free) for the financial year 2013-14, (Previous Year 240%). The total amount of the Dividend outgo will be Rs. 1440 Lakhs as against Rs. 1440 Lakhs for the previous financial year. The tax on distributed profits, payable by the Company would amount to Rs. 244.73 Lakhs as against Rs. 244.73 Lakhs for the previous financial year.

OPERATIONS:

The Division-wise details are given below:

Vitrum Glass:

The Division manufactures Amber Glass Bottles of international quality for the Pharmaceutical Industry. Over 14.00 lakh bottles are manufactured every day on four fully automatic production lines. During the year under review demand for pharmaceutical bottles was good and the Division achieved 12.50% higher turnover at Rs. 133 crores. However margins were under pressure as a result of increased competition. The Division is expected to do well in the current year.

EMPIRE MACHINE TOOLS - MFTM (Metal Forming, Testing & Metrology):

This Division is engaged in business covering sales, service and turnkey project support of imported machines procured from globally reputed companies in the field of Metal Forming, Metrology and Prototyping. During the year under review there has been a shortfall in order intake due to sluggish market conditions in the Private Sector and delayed decisions and lack of clarity in tender uploading and tender evaluation processes in the Government Sector. There is hope that investments will pick up after the new Government takes over as needs exist. Some major shipments were delayed. The backlog of orders for execution for the coming year is healthy and therefore better results are expected in the current year.

EMPIRE MACHINE TOOLS - MCAT (Metal Cutting & Allied Technologies):

Order in-flow in MCAT Division has been affected mainly due to recessionary trends and also due to unclear government policies. There has been some cancellation of orders mainly due to projects not coming up due to lack of growth in the economy. MCAT is now focusing mainly on railways, aerospace, power generation & steel. Prospects in the Year 2014-2015 are better.

Empire Industrial Equipment:

The Division did not perform to expectation due to overall slowdown in the economy and investor apathy. Infrastructure scenario suffered badly, though the Oil & Gas sector did contribute towards some good orders. In the Power Sector some breakthrough orders were received. The Steel sector saw very little investment. For the ensuing year, our emphasis will be on Oil & Gas and Power. The Division expects better performance in the current year.

Empire Vending (GRABBIT)

GRABBIT premium Vending Solutions was launched in the year 2006 as a unique initiative by the Company and is respected nationwide as the pioneer and leader of Vending in India. GRABBIT has multiple branch offices at Mumbai, Delhi, Bangalore, Pune and Hyderabad. GRABBIT provides premium food & beverage vending services to corporate offices, hotels, banks etc. through automated vending machines. GRABBIT offers various kinds of vending machines like Snack & Cold Vending Machines. These vending machines offer pre-packed snacks & beverages on a 24 hours basis. During the year, GRABBIT has added many reputed clients like Ernst & Young, Larsen & Toubro, LG Soft, Johnson & Johnson etc. GRABBIT is expected to have reasonable growth in the coming year.

Empire Foods

The Division has done well during the year and has further consolidated its business in most parts of the country. Another Branch was started at Hyderabad and activities in the States of Kerala and Goa were strengthened. It has expanded its business significantly by offering Duty Free products directly from self - operated custom bonded warehouses. The division has a comfortable advantage in winning contracts due to its strong distribution network spread now throughout the country. The division launched additional products during the year which are doing well. The division is planning to add further products this year. A high growth trend is expected this year.

EMPIRE REAL ESTATE

The construction of Empire Plaza II at Vikhroli consisting of 10 Floors (3 Floors for parking and 7 Floors for office purposes) with a usable area of approximately 2 lac sq. ft. is complete. Occupation certificate is expected soon. Rentals for this property should start within the next nine months.

Empire Plaza I at Vikhroli and Empire Complex at Parel are 95% occupied by reputed clients under Leave and License arrangements.

Property At Ambernath

The Company has a lease on approximately 35 Acres of Land in Ambernath, a suburb of Mumbai. Permission has been obtained from the requisite authorities to develop this property into Industrial, Commercial and Residential. Work on this project will commence shortly after obtaining environmental clearance. Because of the large size of the property, the project will take 5 years to complete. The project should prove to be very profitable for the Company.

The Empire Business Centre (TEBC)

The Division is operational from July 2013 and provides flexible and customizable work space solutions with fully furnished offices, complete business support services. meeting and conference room facilities that enables our clients to run their businesses without incurring high start up costs and over head expenses. Our fully furnished offices are occupied by various esteemed organisations like Redknee Solutions, Rose Rock India Pvt Ltd, Spectrum LS Management Consultancy Pvt Ltd, TransUnion Software Services Pvt. Ltd, Hivos India etc. Since the division is doing good business with increasing occupancy, we plan to expand by having more business centres in different locations in the future.

CAPITAL EXPENDITURE:

The major Capital Expenditure is on account of Furniture & Fixtures (Rs. 414.22 Lakhs), Office Equipments (Rs. 227.99 Lakhs) and Vehicles (Rs. 173.85 Lakhs).

NUMBER OF MEETINGS OF THE BOARD

Four Board Meetings were held during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2013, 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 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, 2014 and of the profit and loss of the company for that 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

"Internal Financial Controls" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business. including the adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

(f) the directors had devised proper systems to ensure compliances with the provisions of the applicable laws and that systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Board has received statements from all the Independent Directors declaring that they are satisfying all the conditions mentioned under sub-section (6) of Section 149 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

There are no loans given, guarantees issued or investments made to which provisions of Section 186 are applicable.

CORPORATE GOVERNANCE:

A report on Corporate Governance is given in the Annexure forming part of this report.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956/Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 2014, relating to the foregoing matters is given in the Annexure forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVE TAKEN

The Company has formed the CSR Committee with its members as Mr. Dileep Malhotra, Mrs. Uma Ranjit Malhotra and Mr. Rajbir Singh and the committee will perform its activities according to the CSR Policy finalized by the Board during the year.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205C of the Companies Act, 1956/Section 125 of Companies Act, 2013 the Unclaimed Dividend, Fixed Deposits and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956/Section 125 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

The Company had 15 employees who were in receipt of remuneration of not less than Rs. 60,00,000 during the year ended 31st March, 2014 or not less than Rs. 5,00,000 per month during any part of the said year. However, as per provisions of section 291(1)(b)(iv) of the Companies Act, 1956/Section 136 of the Companies Act, 2013, the Directors'' Report and Accounts are being sent to all the Members of the Company excluding the Statement of particulars of employees. Any Member interested in obtaining a copy of the Statement may write to the Company Secretary of the Company.

DIRECTORS:

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and Article 136 of the Articles of Association of the Company, Mrs. Uma Ranjit Malhotra has been appointed as Additional Director on the Board with effect from May 29, 2014. As per the provisions of Section 161 of the Companies Act, 2013, this Director holds office only up to the date of the forthcoming Annual General Meeting of the Company. The Company has received notice under Section 160 of the Act in respect of the above person, proposing her appointment as Director of the Company, along with the requisite deposit. Resolution seeking approval of the shareholders for her appointment has been incorporated in the Notice of the forthcoming Annual General Meeting along with brief details of the candidate.

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Rasheed A Maskati and Mr. Chandrakant P. Shah, retire by rotation at this Annual General Meeting. As per the Provision of the Companies Act, 2013 they have been appointed for a term of two years and five years respectively from the date of Annual General Meeting subject to the approval of the members.

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the abundant assistance and co-operation received by the Company from its workers, staff, officers, Consortium Banks, members and other Government Bodies during the year under review.

AUDITORS:

M/s. D. P. Ghevaria & Co., Chartered Accountants, retire at this Annual General Meeting and being eligible, offer themselves, for reappointment.

COST AUDITORS

Cost Audit Report for the financial year ended March 31, 2013 has been filed with the Ministry of Corporate Affairs within the stipulated time. The Central Government has approved the appointment of M/s. Vinay Mulay & Company, Cost Accountants, to conduct the audit of the Cost Accounts of the Company in respect of its Vitrum Glass Division situated at L. B. S. Marg, Vikhroli, Mumbai 400083 for the financial year 2013-2014.

On Behalf of the Board of Directors

Place Mumbai S.C. MALHOTRA

Date May 29, 2014 Chairman


Mar 31, 2013

The Directors hereby present their Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS:

Particulars Year ended Year ended 31.03.2013 31.03.2012 Rs. in Lakhs Rs. in Lakhs

Income:

Revenue from Operations 27998.71 24273.88

Other Income 791.47 461.95

Total Revenue 28790.18 24735.83

Expenditure

Cost of Materials Consumed 4631.83 3707.18

Purchase of Stock-in-Trade 3326.08 2542.58

Changes in Inventories of Finished goods, Work-in- Progress and Stock-in-Trade (463.78) (548.13)

Employee Benefit Expenses 6460.61 5725.85

Finance Costs 902.61 644.73

Depreciation and

Amortization Expenses 745.32 729.30

Other Expenses 8511.89 6977.31

Total Expenses 24114.56 19778.82

Profit Before Tax 4675.62 4957.01

Tax Expenses

(1) Current Tax 1261.00 1300.00

(2) Deferred Tax (98.79) (42.68)

Profit for the year 3513.41 3699.69

Appropriated as under:

Dividend proposed 1440.00 1440.00

Tax on Proposed Dividend 244.73 233.60

General Reserve 1828.68 2026.09

Total amount appropriated 3513.41 3699.69

Earning per Equity Share of the face value of Rs. 10 Each Basic and Diluted (in Rs.) 58.56 61.66

DIVIDEND:

The Directors are pleased to recommend, for your consideration, payment of Dividend @240% (Rs. 24 per Equity Share of the face value of Rs. 10 Tax Free) for the financial year 2012-13, (Previous Year 240%). The total amount of the Dividend outgo will be Rs. 1440 Lakhs as

against Rs. 1440 Lakhs for the previous financial year. The tax on distributed profits, payable by the Company would amount to Rs. 244.73 Lakhs as against Rs. 233.60 Lakhs for the previous financial year.

OPERATIONS:

The performance of the Company is satisfactory considering the recessionary/adverse market conditions and increase in input costs. The Division-wise performance is given below:

Vitrum Glass:

The Division manufactures Amber Glass Bottles of international quality for the Pharmaceutical Industry. Over 14.00 lakh bottles are manufactured every day on four fully automatic production lines. During the year under review demand for pharmaceutical bottles was good & the Division achieved 9% higher turnover at Rs. 113 crores. However margins were under pressure as a result of increase in fuel and power costs and also over capacity created by producers. The Division is expected to do satisfactorily in the coming year.

EMPIRE MACHINE TOOLS - MFTM (Metal Forming, Testing & Metrology):

This Division is engaged in indenting business of Imported Equipments. The Division is also engaged in sales, service and turnkey projects. Currently Forging Press Lines, Melting Furnaces, Sheet and Section Forming Presses, Welding Lines and big CMM''s etc are in demand, mainly from the Government Sector. The business in Private Sector is slow.

There has been a shortfall in our order intake, compared to initial projections, due to sluggish market conditions and the trend is likely to continue in the current year. Lack of clarity with customers involved, for the first time in E-bidding, dual currency quotes and progressive payments have resulted in several postponements in tenders. Matters are now getting sorted out with repeated interactions and representations. Shipments were delayed in many cases that affected profits but the backlog of orders for execution for the coming year is satisfactory.

The Division has restructured its manpower resources and engaged professional help to handle turnkey Projects. Also strategic planning in obtaining high value orders, with coordinated team efforts have received focused attention of entire sales force to become more successful, in an increasingly competitive market.

EMPIRE MACHINE TOOLS - MCAT

(Metal Cutting & Allied Technologies):

Order in-flow in MCAT Division has been affected due to recessionary trends and also due to unclear Government policies. There have been some cancellations of orders due to projects not coming up or due to manufacturer''s financial problems in Europe. Shipments have been badly affected. The Division is now focusing mainly on defence, railways, aerospace, tool rooms, steel, Oil and Gas.

Empire Industrial Equipment:

Empire Industrial Equipment performed reasonably well in the year under review. As projected, Oil & Gas Sector orders remained steady, with a major breakthrough in the Steel Sector. Power and Water departments have made considerable strides in promoting products and consolidating our position in the Market. For the year ahead, this Division continues to see good prospects in the Oil, Gas and Fertilizer sectors, with new projects coming up for investment. Steel Sector is slow. Ports & Shipyards area seems to show some good investment potential. Power, particularly Solar Power, should be good for us in the year ahead. Overall the Division expects to do better in the year ahead with Power and Water Management teams beginning to make significant contributions.

Empire Vending (GRABBIT)

GRABBIT provides premium food & beverages vending services to corporate offices, hotels, banks etc. through automated vending machines. GRABBIT promises easy access to hygienic, fresh packed food and beverages on a 24 x 7 basis. Grabbit is operational in Mumbai, Delhi, Bangalore, Hyderabad and Pune.

During the year, Grabbit has introduced a range of snacks under the brand name "SNAKPAK". SNAKPAK is being sold through vending machines in all the five cities. Many other varieties of products are expected to be added in the current year. GRABBIT has shown reasonable growth and the future should be bright.

Empire Foods

The division has done well in terms of further developing the business in various parts of the country. It started its seventh Branch in Bangalore and strengthened its distribution in large Non - Metro cities like Hyderabad, Agra, Mysore, Pondicherry, Shimla, Jaipur etc. The division also started its cold storage Private Bonded Warehouse. It has now unique capacity to offer Duty Free products which can be cleared against Customer''s Duty-Free License. The Division is Planning to add more

Domestic and imported products this year. We expect to continue the High Growth Trend in the current year too.

PROPERTY AT AMBERNATH

The Company is intending to develop its Ambernath Land of Approximately 35 Acres for Industrial, Residential and Commercial purposes. Permission for this is being obtained from the MIDC and the Maharashtra Government. The Company is hopeful of obtaining these permissions.

CAPITAL EXPENDITURE:

The major Capital Expenditure is on account of Vehicles (Rs. 201.22 Lakhs), Furniture & Fixtures (Rs. 125.15 Lakhs) and Office Equipments (Rs. 98.59 Lakhs).

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the Directors have 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, 2013 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

CORPORATE GOVERNANCE:

A report on Corporate Governance is given in the Annexure forming part of this report.

FIXED DEPOSITS:

As on March 31, 2013, 93 depositors had not claimed their matured deposits amounting to Rs. 17,61,000. Since then 21 depositors have claimed/renewed their deposits amounting to Rs. 4,02,000. As of date, all deposit claims have been met, except unclaimed deposits amounting to Rs. 13,59,000. The Company has complied with the provisions of Section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are given in the Annexure forming part of this report.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, relating to the foregoing matters is given in the Annexure forming part of this report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Rajbir Singh and Mr. Dileep Malhotra, retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205C of the Companies Act, 1956 the Unclaimed Dividend, Fixed Deposits and interest thereon which remained unpaid/ unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the abundant assistance and co-operation received by the Company from its workers, staff, officers, Consortium Banks, members and other Government Bodies during the year under review.

AUDITORS:

Messrs D. P. Ghevaria & Co., Chartered Accountants, retire at this Annual General Meeting and being eligible, offer themselves, for reappointment.

COST AUDITORS

Cost Audit Report for the financial year ended March 31, 2012 has been filed with the Ministry of Corporate Affairs within the stipulated time. The Central Government has approved the appointment of M/s. Vinay Mulay & Company, Cost Accountants, to conduct the audit of the Cost Accounts of the Company in respect of its Vitrum Glass Division situated at L. B. S. Marg, Vikhroli, Mumbai 400 083 for the financial year 2012-2013.

On Behalf of the Board of Directors

Place : Mumbai S. C. MALHOTRA

Date : May 29, 2013 Chairman


Mar 31, 2012

The Directors hereby present their Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS:

Particulars Year ended Year ended 31.03.2012 31.03.2011 Rs in Lakhs Rs in Lakhs

Income:

Revenue from Operations 24,273.88 21,608.04

Other Income 461.95 502.05

Total Revenue 24,735.83 22,110.09 Expenditure

Cost of Materials Consumed 3,707.18 3,101.00

Purchase of Stock-in-Trade 2,542.58 2,654.39

Changes in Inventories of Finished goods, Work-in-

Progress and Stock-in-Trade (548.13) 185.51

Employee Benefits Expense 5,725.85 5,274.08

Finance Costs 644.73 514.68 Depreciation and

Amortization Expense 729.30 617.71

Other Expenses 6,977.31 5,746.59

Total Expenses 19,778.82 18,093.96

Profit Before Tax 4,957.01 4,016.13 Tax Expense

(1) Current Tax 1,300.00 1,227.83

(2) Deferred Tax (42.68) (65.00) Profit for the year 3,699.69 2,853.30

Appropriated as under:

Dividend proposed 1,440.00 1,320.00

Tax on Proposed Dividend 233.60 214.13

General Reserve 2,026.09 1,319.17

Total amount appropriated 3,699.69 2,853.30

Earning per Equity Share of the face value of Rs 10

Each Basic and Diluted (in Rs) 61.66 47.55

DIVIDEND:

The Directors are pleased to recommend, for your consideration, payment of Dividend @240% (Rs 24 per Equity Share of the face value of Rs10 Tax Free) for the financial year 2011-12, (Previous Year 220%). The total amount of the Dividend outgo will be Rs 1440.00 Lakhs as against Rs 1320.00 Lakhs for the previous financial year. The tax on distributed profits, payable by the Company would amount to Rs 233.60 Lakhs as against Rs 214.13 Lakhs for the previous financial year.

OPERATIONS:

Vitrum Glass:

The Division manufactures Amber Glass Bottles of international quality for the Pharmaceutical Industry. Over 14 Lakh bottles are manufactured every day on 4 fully automatic production lines. During the year under review demand for pharmaceutical bottles was good and the Division achieved 21% higher turnover at Rs 10955.16 Lakhs. Exports have also increased from Rs 989.21 Lakhs to Rs 1892.64 Lakhs i.e. 91% increase in export. The Division has installed 2nd New eight Section Triple Gob new machine on line No.4 in July 2011 and the results are good. The Division is expected to do well in the current year.

EMPIRE MACHINE TOOLS - MFTM (Metal Forming, Testing & Metrology):

This Division is engaged in agency business covering sales and service support of hi-tech machines in Metal Forming, Metrology, Assembly and Testing Lines, Welding, Melting, Heat Treatment and Rapid Prototyping. Involvement in turnkey execution of big orders has become increasingly important and necessary. During the year under review, there has been some recovery from the previous year in terms of inflow of orders. Shipments were below expectations with a lower backlog carried forward from previous year. However carry forward for next year is healthier. With the renewal of investment trend in Railways and Defense sectors, we expect better results this year both in terms of incoming orders and shipments. Discussions have also started on major investments in Power Generation sector. The division is expected to improve its performance in the current year.

EMPIRE MACHINE TOOLS - MCAT

(Metal Cutting & Allied Technologies):

Order in-flow in MCAT Division has been affected adversely mainly due to recessionary trends, heavy competition and global economic meltdown. Competition has been severe due to manufacturers from Europe and Japan offering huge concessions for their survival. Cheaper machine tools from China and Romania are also posing a big threat. However, the Division has done well in terms of shipments. The Division is focusing mainly on Power Generation, Defence, Railways and Aerospace where there are ample opportunities. Diversification in other fields of trading on engineering goods is envisaged. The Division expects to do better in terms of order booking in the current year.

Empire Industrial Equipment:

Refinery and petrochemicals Sector Orders continue to dominate the Division's activity. Steel Plant sector orders have now shown positive sign of improving. Ports & Shipyard sector gave the Division their normal quota of business. Looking at the year ahead the investment climate continues to be good in their traditional markets mentioned above. The Division expects Steel Plant orders to further go up. The Division has made good progress in the Power Plant sector, with some good tie-ups made with Equipment and Engineering, Procuring and Commissioning (EPC) Companies. Water Management (Industrial and Municipal Sectors) holds promise and the division has developed partnerships with some good Companies abroad. This Sector should yield good gains during the year ahead. Things should change in the year ahead. Overall, the Division expects to see significant improvement in Order Booking in the Oil & Gas, Steel Plant, Power and Water segments during the year ahead.

Empire Vending (GRABBIT)

Grabbit Vending Services are a respected name in Corporate Offices for supply of Snacks and Beverages. The division operates with Branches in five cities i.e. Mumbai, Delhi, Bangalore, Hyderabad and Pune. The division is expected to improve its performance in the future by installing more machines in Factories, BPO's, Corporates, Multiplexes, Airports and by introducing its own range of Snacks.

Empire Foods

The division has done very well in terms of developing our business during the year under review. The revenues increased more than 100% for the second consecutive year. Apart from having Branches at New Delhi and Chennai, the Division added more Branches at Kolkata, Chandigarh and Pune. Empire Foods is now a well known National Level player in supplying Hotels, Restaurants and Caterers with frozen food products. In the current financial year, the division is planning its own private bonded warehouses to store its products. The Division is planning further expansion with addition of one more Branch at Bangalore this year. We expect to continue with high growth trend in the current year too.

EMPIRE SEZ

The Company has not made any progress in establishing SEZ. We are still in the process of finding and appointing a Co-Developer for effective use of this land.

CAPITAL EXPENDITURE:

The major Capital Expenditure is on account of Buildings & Flats (Rs 3052.71 Lakhs), Plant & Machinery (Rs 1232.98 Lakhs) and Vehicles (Rs 241.38 Lakhs).

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the Directors have 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, 2012 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the Annual Accounts of the Company on a going concern basis.

CORPORATE GOVERNANCE:

A report on Corporate Governance is given in the Annexure forming part of this report.

FIXED DEPOSITS:

As on March 31, 2012, 104 depositors had not claimed their matured deposits amounting to Rs 14,92,500. Since then 10 depositors have claimed/renewed their deposits amounting to Rs 88,000. As of date, all deposit claims have been met, except unclaimed deposits amounting to Rs 14,04,500. The Company has complied with the provisions of Section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are given in the Annexure forming part of this report.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, relating to the foregoing matters is given in the Annexure forming part of this report.

DIRECTORS:

Mr. K. C. Khanna passed away on November 22, 2011. The Board has placed on record its high sense of appreciation for the valuable services rendered by Mr. K.

C. Khanna during the period of his association with the Company.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 136 of the Articles of Association of the Company, Mr. Subodh Chandra has been appointed as Additional Director on the Board with effect from April 30, 2012. As per the provisions of Section 260 of the Companies Act, 1956, this Director holds office only up to the date of the forthcoming Annual general Meeting of the Company. The Company has received notice under Section 257 of the Act in respect of the above person, proposing his appointment as Director of the Company, along with the requisite deposit. Resolution seeking approval of the shareholders for his appointment has been incorporated in the Notice of the forthcoming Annual general Meeting along with brief details of the candidate.

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Chandrakant Poonamchand Shah and Mr. Bipinchandra Chimanlal gandhi, retire by rotation at this Annual general Meeting and being eligible, offer themselves for re-appointment.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205C of the Companies Act, 1956 the unclaimed Dividend, Fixed Deposits and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central government pursuant to Section 205C of the said Act.

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the abundant assistance and co-operation received by the Company from its workers, staff, officers, Consortium Banks, members and other government Bodies during the year under review.

AUDITORS:

Messrs D. P. ghevaria & Co., Chartered Accountants, retire at this Annual general Meeting and being eligible, offer themselves, for re-appointment.

COST AUDITORS

The Central government has approved the appointment of M/s. Vinay Mulay & Company, Cost Accountants, to conduct the audit of the Cost Accounts of the Company in respect of its Vitrum glass Division situated at L.B.S. Marg, Vikhroli, Mumbai 400 083 for the financial year 2011-12.

on Behalf of the Board of Directors

Place : Mumbai S. C. MALHOTRA

Date : June 22, 2012 Chairman

 
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