Mar 31, 2019
The Directors hereby present their Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2019.
1. FINANCIAL RESULTS:
Particulars |
Year ended 31.03.2019 Rs. in Lakh |
Year ended 31.03.2018 Rs.in Lakh |
Income: Revenue from Operations |
52621.73 |
47331.03 |
Other Income |
3260.62 |
2672.56 |
Total Revenue |
55882.35 |
50003.59 |
Expenditure Cost of Materials Consumed |
13962.12 |
4490.13 |
Cost of Project |
2112.06 |
5605.12 |
Purchase of Stock-in-Trade |
11042.14 |
11575.83 |
Changes in Inventories of Finished goods and Stock-in-Trade |
-2122.34 |
-304.77 |
Employee Benefit Expenses |
9171.81 |
8089.95 |
Finance Costs |
1967.83 |
1627.60 |
Depreciation and Amortization Expenses |
1067.43 |
1253.40 |
Other Expenses |
12573.11 |
11659.99 |
Total Expenses |
49774.16 |
43997.25 |
Profit Before Tax |
6108.19 |
6006.34 |
Tax Expenses (1) Current Tax |
1250.00 |
1300.00 |
(2) Deferred Tax |
474.69 |
39.00 |
Profit after tax |
4383.50 |
4667.34 |
Other comprehensive income |
-49.64 |
17.08 |
Total comprehensive income for the period |
4333.86 |
4684.42 |
Appropriated as under: Proposed Dividend |
1500.00 |
1500.00 |
Tax on Dividend |
305.36 |
305.36 |
General Reserve |
2528.50 |
2879.06 |
Total amount appropriated |
4333.86 |
4684.42 |
Earnings per equity share (for discontinued & continuing operations). a) Basic |
73.05 |
77.78 |
b) Diluted |
73.05 |
77.78 |
2. DIVIDEND:
Your Directors are pleased to recommend a Dividend of Rs.25/per equity share of face value of Rs.10/- each for the year ended 31st March, 2019 subject to the approval of Members at the Annual General Meeting on 26th July, 2019, will be paid on or after 26th July, 2019 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from Friday, 19th July, 2019 to Friday, 26th July, 2019 (both days inclusive). The total dividend for the financial year will absorb Rs.1500 Lakh (Previous Year Rs.1500 Lakh). The tax on distributed profits, payable by the Company would amount to Rs.305.36 Lakh as against Rs.305.36 Lakh for the previous financial year.
3. OPERATIONS:
The Division-wise details are given below:
i. VITRUM GLASS
Vitrum Glass is an acknowledged leader in the manufacture and marketing of high quality amber glass bottles for the Pharmaceutical industry - both for India and abroad. The divisionâs fully automated plant produces more than one million glass bottles a day with sizes from 5 ml to 500 ml. Vitrum boasts of a clientele comprising of the best multinational pharmaceutical companies in India such as GlaxoSmithKline Pharmaceuticals Ltd., Pfizer Limited, Merck Limited, Wardex Pharmaceuticals and Cipla Limited among others. During the year, the division achieved a turnover of Rs.166 crores, a 6% increase from the previous year. Out of the total turnover, exports were Rs.33.91 crores, an increase of 58% from the previous year. The division is expected to perform well in the current financial year.
ii. EMPIRE MACHINE TOOLS - MFTM
(Metal Forming, Testing & Metrology)
The MFTM division is engaged in the business of Engineering Consultancy, covering sales, service and turnkey project support of imported machines procured from globally reputed companies in fields of Metal Forming, Welding, Vacuum Metallurgy, Heat Treatment, Stamping Dies and Computer Tomography. The Division relies on big investments in the private and public sectors. Given the sluggish market, the overall orders booked in the year were below expectation. G.S.T of 18% has been imposed on all revenues earned, thereby adversely affecting the profitability of this division.
iii. EMPIRE MACHINE TOOLS - MCAT (Metal Cutting & Allied Technologies)
The MCAT division represents many state of the art machine tool companies in metal cutting in the world such as Waldrich Coburg (Germany), WFL (Austria) and Goratu (Spain) among others. It serves many sectors such as Defence, Automobile, Aerospace, Heavy Engineering, Railways, Energy and Power, Steel, Tool rooms and Fabricators. During the year under review, the order in-flow has been good due to positive growth in the Automobile and Railway sectors. The division expects to perform well in the current year due to increased demand in the Automobile, Aerospace, Railways and Tool room/MSME sectors. The main focus of the division this year will be on Defence, Aerospace, Railway and Automobile sectors. G.S.T of Eighteen percent has been imposed on all revenues earned. This will erode the profitability of this division.
iv. EMPIRE INDUSTRIAL EQUIPMENT
The EIE division is in the business of sourcing equipment from abroad and also providing turnkey solutions to sectors such as Steel, Oil and Gas, Power and Infrastructure. These services include local supply chain management, customs clearance, inland transportation, site management including civil foundation, electrical cabling and Erection & commissioning. For the year under review, the division performed reasonably well considering a general slow-down of Investments in the infrastructure sector. The division expects to perform better in the forthcoming year as a significant improvement in the overall investment climate is expected. However, due to an imposition of Eighteen percent G.S.T on all revenues earned, profitability will be adversely affected.
v. EMPIRE VENDING (GRABBIT )
Grabbit is a market leader in providing premium vending services. It offers a wide range of vending products, snacks, beverages, perishables and sanitary care products. Through a combination of superior quality machines, use of advanced technology, and complete operational support (including seamless service delivery & prompt resolution of issues raised) - the customer is ensured the best value amongst all competitors in the market. Grabbit âs proficiency is derived from years of experience in this industry. Ours was the first ever organized, automated vending service provider in the country. Grabbit has successfully built relationships with various reputed companies such as HSBC, Mondelez, Johnson & Johnson, Vodafone, Aurobindo Pharma etc. In the forthcoming year, it aspires to double the number of locations where its machines are installed.
vi. EMPIRE FOODS
The Empire Foods division imports various types of frozen food from across the globe, and sells to leading hotels, restaurants and caterers in the country. The division also processes prawns and shrimps (in Nellore, Andhra Pradesh) for exports to various countries around the world. i.e. USA, European Union, China, Vietnam and various countries within the Middle East. It received the âExcellence Award for Food Productsâ from the Indian Economic Development & Research Association for its contribution to the Food Industry in India. The division saw good growth in revenue but experienced pressure on margins due to Rupee fluctuation against other major currencies and an increase in price of its imported products. The current year has begun well both for exports as well as for distribution within India. The division is growing rapidly, and expects further growth this year.
vii. EMPIRE REAL ESTATE
This division manages Empire Industries Ltdâs owned properties comprising 10 lakh sq.ft. of Commercial and IT space. It boasts of an excellent clientele such as RBS, Black & Veatch, HDFC Bank, Zee Entertainment, ICICI Bank, CNBC TV 18, WPP and others. Its IT Park at Vikhroli, Mumbai, consists of 2 buildings - Empire Plaza 1 and Empire Plaza 2. Both buildings are 100% occupied. Its Commercial space at the Empire Complex located in Lower Parel, Mumbai, is currently 100% occupied.
Empire Industrial Centrum
This division is developing an integrated industrial township at Ambernath on its 35 acre plot of land. The project commenced in the year 2014-2015 and has received all necessary government approvals. Currently, 5 building are under development. These include 2 industrial and 3 residential buildings. It has registered a total of 5 buildings with RERA (2 industrial and 3 residential). Out of these, it has received Occupation Certificates from MIDC for 4 buildings (i.e 2 residential and 2 industrial). The Real Estate market is sluggish at the moment and therefore the progress will be slow.
The Empire Business Centre (TEBC)
Empire Business Centres offer fully furnished and built to suit serviced office spaces at Empire complex, Lower Parel and at the Fulcrum building at Andheri East Mumbai India. The Empire Business Centre (TEBC) is known for its high level of customer satisfaction and well-appointed contemporary infrastructure. It has had and continues to enjoy patronage of multinationals, SME and growing organizations including self-employed professionals. The products on offer include office space, virtual offices, meeting rooms and lounge / co-working spaces. Apart from its clients, the division enjoys excellent rapport with the broker fraternity both international and local. It has also augmented its digital presence to serve online customers. The division is currently exploring possibilities of starting other centres within Mumbai.
4. CAPITAL EXPENDITURE
The major Capital Expenditure is on account of Building (Rs.5.79 Lakh), Plant & Machinery (Rs.305.40 Lakh), Vehicles (Rs.224.43 Lakh), Furniture & Fixtures (Rs.347.69 Lakh) Office Equipment (Rs.46.85 Lakh), and Software (Rs.10.04 Lakh) and Capital Work-in-Progress ((Rs.4591.41 Lakh).
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 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.
7. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts for the year ended March 31, 2019, 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, 2019 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;
âInternal Financial Controlsâ means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to companyâs 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. COMPANYâS POLICY ON DIRECTORSâ 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 Companyâs 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 armâs 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.
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 (Accounts) 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 Companyâs 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 SHARES/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.
As per provisions of Section 125(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ) notified by the Ministry of Corporate Affairs effective from September 7, 2016, the Company is required to transfer all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of Investor Education and Protection Fund (IEPF) Suspense Account established by the Central Government. Accordingly, the Company has transferred shares to IEPF Authority.
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. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and Rules made thereunder, the Company has constituted Internal Committees (IC). While maintaining the highest governance norms, the Company has appointed external independent persons, who have done work in this area and have requisite experience in handling such matters. During the year, no complaint with allegations of sexual harassment was received by the Company. In order to build awareness in this area, the Company has been conducting programmes in the organisation on a continuous basis.
21. 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 employeesâ 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.
22. 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.
23. DIRECTORS
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 herself for re-appointment. Mr. Chandrakant Poonamchand Shah (DIN: 00450394), Independent NonExecutive Director of the Company, whose term expires at this Annual General Meeting, has given his consent for reappointment as an Independent Non-Executive Director of the Company to hold office for second term of five consecutive years with effect from the conclusion of 118th Annual General Meeting to the conclusion of 123rd Annual General Meeting of the Company.
24. 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.
25. DETAILS RELATING TO FIXED DEPOSITS
The details relating to deposits covered under Chapter V of the Act -
(a) Accepted during the year: Rs.2905.07 Lakh.
(b) Remained unpaid or unclaimed as at the end of the year: Rs.109.46 Lakh.
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year Rs.1,00,000/- 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
Deposits received from Directors amounting to Rs.813.50 Lakhs, which are exempted borrowings and not covered under sections 73 to 76 of the Companies Act, 2013 as amended from time to time.
26. 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 Companyâs operations in future.
27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS
The Company conducts its business with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business. The Company has a well-established framework of internal controls in operation, supported by standard operating procedures, policies and guidelines, including suitable monitoring procedures and self-assessment exercises. In addition to external audit, the financial and operating controls of the Company at various locations are reviewed by the Audit Committee of the Board. The Audit Committee reviews the adequacy and effectiveness of the implementation of audit recommendations including those relating to strengthening Companyâs management policies and systems.
As required by the Companies Act 2013, the Company has implemented an Internal Financial Control (IFC) Framework. Section 134(5)(e) requires the Directors to make an assertion in the Directors Responsibility Statement that the Company has laid down internal financial controls, which are in existence, adequate and operate effectively. Under Section 177(4)(vii), the Audit Committee evaluates the internal financial controls and makes a representation to the Board. The purpose of the IFC is to ensure that policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business are implemented, including policies for and the safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
28. 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.
29. AUDITORS
M/s. A. T. Jain & Co., Chartered Accountants (Firm Registration No.103886W) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 27th July, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.
30. 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 M/s. Vinay Mulay & Co. to audit the cost accounts of the Company for the financial year 2018-2019 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 Memberâs ratification for the remuneration payable to M/s. Vinay Mulay & Co., Cost Auditors is included at Item No. 8 of the Notice convening the Annual General Meeting.
On Behalf of the Board of Directors
Place : Mumbai S. C. MALHOTRA
Date : May 24, 2019 Chairman
Mar 31, 2018
The Directors hereby present their Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2018.
1. FINANCIAL RESULTS:
3. OPERATIONS:
The Division-wise details are given below:
i. VITRUM GLASS
Vitrum Glass is an acknowledged leader in the manufacture and marketing of high quality amber glass bottles for the pharmaceutical industry - both in India and abroad. The division''s fully automated plant produces more than one million glass bottles a day with sizes ranging from 5ml to 500ml. The plant is located at Vikhroli, Mumbai. It boasts of a clientele of the best multinational pharmaceutical companies in India such as GlaxoSmithKline Pharmaceuticals Ltd., Pfizer Limited, Merck Limited, Wardex Pharmaceuticals, Cipla Limited among others.
During the year, the division achieved a total turnover of Rs,135.50 crores. Out of the total turnover, exports were Rs,21.53 crores.
Margins were under pressure due to an increase in power and fuel costs.
The division expects to perform well in the current year.
ii. EMPIRE MACHINE TOOLS - MFTM (Metal Forming, Testing & Metrology)
The MFTM division is engaged in the business of Engineering Consultancy, covering sales, service and turnkey project support of imported machines procured from globally reputed companies. The division relies on big investment plans in the private and public sectors.
Given the sluggish market, the overall orders booked in the year were reasonably good.
Since the manufacturing activity in the Heavy Engineering Industry is on the rise in both the Private and Government Sectors, this division is hopeful to perform better this year.
iii. EMPIRE MACHINE TOOLS - MCAT (Metal Cutting & Allied Technologies)
The MCAT division represents many state of the art machine tool companies in metal cutting in the world such as Waldrich Coburg (Germany), WFL (Austria), Goratu (Spain) among others.
It serves many sectors such as Defence, Automobile, Aerospace, Heavy Engineering, Railways, Energy and Power, Steel, Tool rooms and Fabricators.
During the year under review - the Order in-flow has been good due to positive growth in the automobile and defence sectors.
The division''s focus this year will be on Aerospace, Railways and Automobile sectors. It expects Orders (in flow) to grow further due to increased demand in the Automobile & Aerospace Sectors.
2. DIVIDEND:
Your Directors are pleased to recommend a Dividend of Rs,25/- per equity share of face value of Rs,10/- each for the year ended 31st March, 2018 subject to the approval of Members at the Annual General Meeting on 26th July, 2018, will be paid on or after 26th July, 2018 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from Thursday, 19th July, 2018 to Thursday, 26th July, 2018 (both days inclusive). The total dividend for the financial year will absorb Rs,1500 Lakh (Previous Year Rs,1500 Lakh). The tax on distributed profits, payable by the Company would amount to Rs,305.36 Lakh as against Rs,305.36 Lakh for the previous financial year.
Particulars |
Year ended 31.03.2018 Rs, in Lakh |
Year ended 31.03.2017 Rs, in Lakh |
Income: |
||
Revenue from Operations |
47620.71 |
41635.73 |
Other Income |
2646.09 |
569.91 |
Total Revenue |
50266.80 |
42205.64 |
Expenditure |
||
Cost of Materials Consumed |
10095.25 |
4818.02 |
Purchase of Stock-in-Trade |
11575.83 |
10449.22 |
Changes in Inventories of Finished goods and Stock-in-Trade |
-304.77 |
394.93 |
Excise Duty on sale of Goods |
289.68 |
1115.53 |
Employee Benefit Expenses |
8072.81 |
7431.52 |
Finance Costs |
1547.13 |
1285.93 |
Depreciation and Amortization Expenses |
1253.40 |
896.09 |
Other Expenses |
11714.05 |
10884.60 |
Total Expenses |
44243.38 |
37275.84 |
Profit Before Tax |
6023.42 |
4929.80 |
Tax Expenses |
||
Current Tax |
1300.00 |
1432.00 |
Deferred Tax |
39.00 |
196.43 |
Profit for the year |
4684.42 |
3301.37 |
Appropriated as under: |
||
Proposed Dividend |
1500.00 |
1500.00 |
Tax on Dividend |
305.36 |
305.36 |
General Reserve |
2879.06 |
1496.01 |
Total amount appropriated |
4684.42 |
3301.37 |
Earning per Equity Share of the face value of Rs,10 each Basic and Diluted (in Rs,) |
77.78 |
56.78 |
Due to a cautious approach adopted by the Infrastructure industry in general - the division''s Order booking revenue for the year under review has been below targets.
The division has done considerably well in the Oil & Gas area. It added a couple of agencies to better serve the mining industry.
With the Govt. policies now favoring investments in Oil & Gas and Ports & Shipyards Sectors, this division expects better results in the forthcoming year.
v. EMPIRE VENDING (GRABBIT )
Grabbit is today respected nationwide as the pioneer and leader of Vending in India and has vending machines installed across all major metro cities of India. Currently, this division has its machines in more than 422 locations, serving more than a half million happy users.
Grabbit provides a variety of vending machines to suit different requirements of its customers such as snacks, beverages, perishable food products, stationery etc. Its machines work 24/7 and are fully automated. It maintains very high standards of client care services through its 24X7 helpline, Whats App and email - thus ensuring each machine is in perfect working condition. As a part of its client servicing initiative, it has created a Quick Response Team (QRT) with the objective of attending any complaints within 4 working hours.
Grabbit is associated with almost all the top FMCG brands like ITC, Parle, CavinKare, RedBull, Indo-Nissin, etc. - for the placement and branding of their products through its vending machines. In the year under review, it has added many reputed clients like Siemens, IBM, Wipro etc. - by installing vending machines in their facilities.
vi. EMPIRE FOODS
The Empire Foods division imports various types of frozen food from across the globe, and sells to leading hotels, restaurants and caterers in the country. This division has performed well during the year under review, and has maintained its market leadership position. With 11 Branch Offices, it distributes throughout India and has extended its reach to Tier 2 and Tier 3 cities.
It received the award âCategory Champion for the yearâ by Metro Wholesale in their Business summit in September 2017.
During the year under review, this division has worked towards the exports of prawns and shrimps to USA, EU, Middle East, Vietnam and the rest of the world. It has already begun processing Prawns and Shrimps in Nellore (Andhra Pradesh) for the above Export markets.
It is growing rapidly, and expects further growth this year.
vii. EMPIRE REAL ESTATE
This division manages Empire Industries Ltd''s owned properties comprising 10 lakh sq. ft. of Commercial and IT space. It boasts of an excellent clientele such as RBS, Black & Veatch, ICICI, CNBC TV 18 and others.
Its IT Park at Vikhroli, Mumbai consists of 2 buildings - Empire Plaza 1 and Empire Plaza 2.
Its Commercial space is at the Empire Complex Property located in Lower Parel, Mumbai.
Empire Industrial Centrum
This division is developing an integrated flatted industrial township at Ambernath on its 35 acre plot of land. The project commenced in the year 2014-2015 and has got all necessary approvals.
Currently, 5 buildings are under construction. These include 2 industrial and 3 residential buildings.
It has registered a total of 5 buildings with RERA (2 Industrial and 3 Residential).
It has received BCC (Building Completion Certificate) for 20% FSI as per MIDC norms.
The total project is worth Rs,1200 crores with a good profit potential. The Empire Business Centre (TEBC)
Empire Business Centre offers fully furnished and built to suit serviced office spaces at Empire Complex, Lower Parel and at the Fulcrum building in Andheri East, Mumbai India. The Andheri East facility opened itself to customers in March, 2018. The Empire Business Centre (TEBC) is known for its high level of customer satisfaction and well-appointed contemporary infrastructure. It has had and continues to enjoy patronage of multinationals, SME and growing organizations including self-employed professionals. The products on offer include office space, virtual offices, meeting rooms and lounge / co-working spaces. The division hopes to fill its Andheri East Center completely by the end of this year.
7. DIRECTORSâ RESPONSIBILITY STATEMENT
(a) 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:
in the preparation of the annual accounts for the year ended March 31, 2018, 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, 2018 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;
âInternal Financial Controlsâ 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. COMPANYâS POLICY ON DIRECTORSâ 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-a-vis the Company. The report of the Board in respect of the particulars of contracts or arrangements with related parties referred to subsection (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 (Accounts) 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 SHARES/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.
As per provisions of Section 125(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ) notified by the Ministry of Corporate Affairs effective from September 7, 2016, the Company is required to transfer all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more in the name of Investor Education and Protection Fund (IEPF) Suspense Account established by the Central Government. Accordingly, the Company has transferred shares to IEPF Authority.
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. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âAct'') and Rules made thereunder, the Company has constituted Internal Committees (IC). While maintaining the highest governance norms, the Company has appointed external independent persons, who have done work in this area and have requisite experience in handling such matters. During the year, no complaint with allegations of sexual harassment was received by the Company. In order to build awareness in this area, the Company has been conducting programmes in the organization on a continuous basis.
21. 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.
22. 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.
23. DIRECTORS
In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mrs. Uma Ranjit Malhotra, having Director Identification Number 06848613, retire by rotation at this Annual General Meeting and being eligible offer herself for re-appointment.
24. 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.
25. DETAILS RELATING TO FIXED DEPOSITS
The details relating to deposits covered under Chapter V of the Act -
(a) Accepted during the year: ''1907.22 Lakh.
(b) Remained unpaid or unclaimed as at the end of the year: ''50.85 Lakh.
(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: ''855 Lakh.
26. 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.
27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS
The Company conducts its business with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business. The Company has a well-established framework of internal controls in operation, supported by standard operating procedures, policies and guidelines, including suitable monitoring procedures and self-assessment exercises. In addition to external audit, the financial and operating controls of the Company at various locations are reviewed by the Audit Committee of the Board. The Audit Committee reviews the adequacy and effectiveness of the implementation of audit recommendations including those relating to strengthening Company''s management policies and systems.
As required by the Companies Act 2013, the Company has implemented an Internal Financial Control (IFC) Framework. Section 134(5)(e) requires the Directors to make an assertion in the Directors Responsibility Statement that the Company has laid down internal financial controls, which are in existence, adequate and operate effectively. Under Section 177(4)(vii), the Audit Committee evaluates the internal financial controls and makes a representation to the Board. The purpose of the IFC is to ensure that policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business are implemented, including policies for and the safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
28. 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.
On Behalf of the Board of Directors
Place: Mumbai S. C. MALHOTRA
Date: May 30, 2018 Chairman
Mar 31, 2017
The Directors hereby present their Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2017.
1. FINANCIAL RESULTS:
|
Year ended |
Year ended |
Particulars |
31.03.2017 |
31.03.2016 |
|
Rs. in Lakh |
Rs. in Lakh |
Income: |
||
Revenue from Operations |
40158.66 |
38512.99 |
Other Income |
567.89 |
496.06 |
Total Revenue |
40726.55 |
39009.05 |
Expenditure |
||
Cost of Materials Consumed |
4948.37 |
4944.08 |
Purchase of Stock-in-Trade |
10446.73 |
10770.30 |
Changes in Inventories of Finished goods, Work-in-Progress and Stock-in-Trade |
397.42 |
245.93 |
Employee Benefit Expenses |
7431.20 |
6688.33 |
Finance Costs |
906.29 |
966.90 |
Depreciation and Amortization Expenses |
896.09 |
968.79 |
Other Expenses |
10808.03 |
9757.88 |
Total Expenses |
35834.13 |
34342.21 |
Profit Before Tax |
4892.42 |
4666.84 |
Tax Expenses (1) Current Tax |
1432.00 |
1430.00 |
(2) Deferred Tax |
196.43 |
171.98 |
Profit for the year |
3263.99 |
3064.86 |
Appropriated as under: |
||
Proposed Dividend |
1500.00 |
1440.00 |
Tax on Dividend |
305.36 |
293.15 |
General Reserve |
1458.63 |
1331.71 |
Total amount appropriated |
3263.99 |
3064.86 |
Earning per Equity Share of the face value of Rs.10 each Basic and Diluted (in Rs.) |
54.40 |
51.08 |
2. DIVIDEND:
Your Directors are pleased to recommend a Dividend of Rs.25/per equity share of face value of Rs.10/- each for the year ended 31st March, 2017 subject to the approval of Members at the Annual General Meeting on 27th July, 2017, will be paid on or after 27th July, 2017 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from Thursday, 20th July, 2017 to Thursday, 27th July, 2017 (both days inclusive). The total dividend for the financial year will absorb Rs.1500 Lakh. (Previous Year Rs.1440 Lakh). The tax on distributed profits, payable by the Company would amount to Rs.305.36 Lakh has against Rs.293.15 Lakh for the previous financial year.
3. OPERATIONS:
The Division-wise details are given below:
i. VITRUM GLASS
vitrum Glass is an acknowledged leader in the manufacture and marketing of high quality amber glass bottles for the pharmaceutical industry - both in India and abroad. The division''s fully automated plant produces more than one million glass bottles a day with bottle sizes ranging from 5ml to 500ml. The plant is located at vikhroli, Mumbai. It boasts of a clientele of the best multinational pharmaceutical companies in India such as Glaxo Smith Kline Pharmaceuticals, Pfizer Ltd, Merck Ltd, Wardex Pharmaceuticals, Cipla Ltd among others.
During the previous year, the division achieved a total turnover of Rs.139.59 crores. Out of the total turnover, exports also increased to Rs.24.06 crores from Rs.18.61 crores. There was an overall increase in profitability and this trend is expected to continue in the current year.
ii. EMPIRE MACHINE TOOLS - MFTM
(Metal Forming, Testing & Metrology)
The MFTM division is engaged in the business of Engineering Consultancy covering sales, service and turnkey project support of imported machines procured from globally reputed companies. The division relies on big investment plans in the private and public sectors. The division is prepared with the right products for the demands particularly in the aerospace and nuclear power sectors. These sectors will continue to give us the maximum opportunities for multifold growth in the coming years. In the Automotive sector, the market has not picked up. The overall order intake in the year was reasonably good in terms of volumes and margins in a sluggish market. In our endeavour to diversify revenue sources we have established contacts with suppliers from many non-traditional markets outside western Europe like USA, Canada, Korea, Russia, Ukraine, China that have not sold or have not been successful in India before. We want to play a greater role in managing contract execution progress with Customers and Principals in the future and ensure better performance. In order to increase revenue we are now also planning to step up sales of Spare parts for the large installation base of machines that we already have in the market. The division expects to improve its performance during the current year.
iii. EMPIRE MACHINE TOOLS - MCAT (Metal Cutting & Allied Technologies)
The MCAT division represents many state of the art machine tool companies in metal cutting in the world such as Waldrich Coburg (Germany), WFL (Austria), Goratu (Spain) among others.
It serves many sectors such as Defence, Automobile, Aerospace, Heavy Engineering, Railways, Energy and Power, Steel, Tool Rooms and Fabricators.
During the year under review, the order in flow has been low due to delay in finalization of projects by customers. The division''s focus this year will be on Aerospace, Railways and Automobile sectors. It expects orders (in flow) to grow by 20%, and thus foresees an improvement in performance.
iv. EMPIRE INDUSTRIAL EQUIPMENT
The EIE division is in the business of sourcing equipment from abroad and also providing turnkey solutions to sectors such as Steel, Oil and Gas, Power and Infrastructure. These include local supply chain management, customs clearance, inland transportation, site management including civil foundation, electrical cabling and Erection & Commissioning.
Within a span of over 16 years of its existence, the division has developed very strong and robust relationships with several state of the art technology leaders and equipment manufacturers abroad. Some of its clients are SAIL, IOC, HPCL, BPCL, NTPC.
The division exceeded its order booking targets, and contributed well to the profit of the company. Orders mainly came from the Oil and Gas, Fire Safety, Steel and Metallurgy sectors. With continued good prospects from these sectors along with latest initiatives by the Government on Smart City and infrastructure development, the division expects to continue its good performance.
v. EMPIRE VENDING (GRABBIT )
Grabbit is today respected nationwide as the pioneer and leader of Vending in India and has vending machines installed across all major metro cities of India. Currently, this division has its machines in more than 380 locations, serving approximately half million happy users.
Grabbit provides a variety of vending machines to suit different requirements of its customers such as snacks, beverages, perishable food products, stationery etc. Its machines work 24/7 and are fully automated. It maintains very high standards of client care services through its 24X7 helpline, What''s App and email- thus ensuring each machine is in perfect working condition. As a part of its client servicing initiative, it has created a Quick Response Team (QRT) with the objective to attend any complaints within 4 working hours.
Grabbit is associated with almost all the top FMCG brands like ITC, Parle, CavinKare, Schmitten, Tranquini, RedBull etc. for the placement and branding of their products through its vending machines. In the year under review, it has added many reputed clients like P&G, TIAA, Bajaj, Forbes Marshall etc. by installing vending machines in their facilities.
This year, Grabbit plans to expand its operations to new cities such as Ahmedabad and Kolkata, and is expected to grow well.
vi. EMPIRE FOODS
The Empire Foods division imports various types of frozen food from across the globe, and sells to leading hotels, restaurants and caterers in the country. This division has performed well during the year under review, and has maintained its market leadership position. With 11 Branch Offices, it distributes throughout India and has further extended its reach to Tier 2 and Tier 3 cities.
It has also added more products and is now focusing on adding indigenously developed food products. This year, the division is also working towards the export of Indian frozen food to further boost its revenue. It is growing rapidly and is already a major contributor to the company''s profitability.
vii. EMPIRE REAL ESTATE
This division manages Empire Industries Ltd''s owned properties comprising 10 lakh sq.ft. of Commercial and IT space. It boasts of an excellent clientele such as TCS, ICICI, CNBC TV 18 and others.
It has done very well this year with good occupancies. Its IT park at Vikhroli comprises of 2 buildings-Plaza 1 and Plaza 2. Plaza 1 is currently 86% occupied and Plaza 2 is currently 93% occupied. The huge Empire Complex property at Lower Parel is 100% occupied.
Empire Industrial Centrum
This division is developing an integrated flatted industrial township at Ambernath on its 35 acre plot of land. The project commenced in the year 2014-2015 and has got all necessary approvals.
Currently, 7 buildings are under construction. These include 3 industrial and 4 residential buildings.
A total of approximately Rs.120 crores has been sold till date equivalent to 360 units.
The total project is worth Rs.1200 crores with a good profit potential.
The Empire Business Centre (TEBC)
The TEBC division builds and manages flexible and customized fully furnished offices and provides complete business support services and meeting and conference room facilities that enable its clients to run their businesses without incurring massive start-up costs and over-head expenses. Based on the core concept of providing the âbest-in-class'' service, it provides a customized mix of products and services that deliver significant and measurable returns to its clients. Its services are world class and designed to meet the needs of each client, whether big or small, local or international. The various Products and Services that this division offers are Conference and Meeting Rooms, Video Conferencing, Business Lounges, Hot Desking, Executive Memberships, Day Offices and others. The current occupancy of TEBC is at 100%, the best in the industry. It plans to put up more business centres in the coming year.
4. CAPITAL EXPENDITURE
The major Capital Expenditure is on account of Building (Rs.288.93 Lakh), Plant & Machinery (Rs. 202.36 Lakh), Vehicles (Rs.173.31 Lakh), Furniture & Fixtures (Rs.8.83 Lakh) Office Equipments (Rs. 92.57 Lakh), and Software (Rs. 10.60 Lakh).
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 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.
7. DIRECTORSâ 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, 2017, 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, 2017 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; âInternal Financial Controlsâ 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. COMPANYâS POLICY ON DIRECTORSâ 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, 2015and 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-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.
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, 2013, and the Articles of Association of the Company, Mr. Ranjit Malhotra, having Director Identification Number 00026933, retire by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.
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.2179.79 Lakh.
(b) Remained unpaid or unclaimed as at the end of the year: Rs.38.19 Lakh.
(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.430.00 Lakh.
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 conducts its business with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business. The Company has a well-established framework of internal controls in operation, supported by standard operating procedures, policies and guidelines, including suitable monitoring procedures and self-assessment exercises. In addition to external audit, the financial and operating controls of the Company at various locations are reviewed by the Audit Committee of the Board. The Audit Committee reviews the adequacy and effectiveness of the implementation of audit recommendations including those relating to strengthening Company''s management policies and systems.
As required by the Companies Act 2013, the Company has implemented an Internal Financial Control (IFC) Framework. Section 134(5)(e) requires the Directors to make an assertion in the Directors Responsibility Statement that the Company has laid down internal financial controls, which are in existence, adequate and operate effectively. Under Section 177(4)(vii), the Audit Committee evaluates the internal financial controls and makes a representation to the Board. The purpose of the IFC is to ensure that policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business are implemented, including policies for and the safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
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 Board has appointed M/s. A. T. Jain & Co., Chartered Accountants (Firm Registration No.103886W) as the Statutory Auditor of the Company in place of M/s. D. P. Ghevaria & Co., Chartered Accountants, Mumbai (Registration No.: 103176W), the retiring Statutory Auditor, to hold office from the conclusion of the 116th Annual General Meeting until the conclusion of the 121st Annual General Meeting of the Company. M/s. A T Jain & Co., have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment 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 M/s. vinay Mulay & Co. to audit the cost accounts of the Company for the financial year 2016-2017 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 M/s. 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 S. C. MALHOTRA
Date : May 23, 2017 Chairman
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 Â 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 Â
(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-Ã -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 Â
(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
Mar 31, 2011
Dear Shareholders,
The Directors hereby present their Annual Report together with the
Audited Accounts of the Company for the year ended March 31, 2011.
FINANCIAL RESULTS:
Particulars Year ended Year ended
31.03.2011 31.03.2010
Rupees Rupees
Income:
Sales & Commission 172,94,54,231 149,25,11,947
Other Income 48,15,55,296 43,48,04,178
221,10,09,527 192,73,16,125
Less: Operating Expenses 180,93,95,617 155,73,20,383
Profit Before Tax 40,16,13,910 36,99,95,742
Less: Provision for Current
Taxation 12,35,00,000 11,10,00,000
Provision for Deferred Tax -65,00,000 -14,00,000
Taxation for earlier years -7,16,777 20,69,128
Amount available for
appropriation 28,53,30,687 25,83,26,614
Appropriated as under:
Dividend proposed 13,19,99,956 11,99,99,960
Tax on Proposed Dividend 2,14,13,693 1,99,30,490
General Reserve 13,19,17,038 11,83,96,164
Total amount appropriated 28,53,30,687 25,83,26,614
Earning per share Ã
Basic & Diluted
(Face value of Rs. 10 each) 47.55 43.05
DIVIDEND:
The Directors are pleased to recommend, for your consideration, payment
of Dividend @ 220% (Rs. 22 per Equity Share of the face value of Rs. 10 Tax
Free) for the financial year 2010-11, (Previous Year 200%). The total
amount of the Dividend outgo will be Rs. 13,19,99,956 as against Rs.
11,99,99,960 for the previous financial year. The tax on distributed
profits, payable by the Company would amount to Rs. 2,14,13,693 as against
Rs. 1,99,30,490 for the previous financial year.
OPERATIONS:
Vitrum Glass:
The Division manufactures Amber Glass Bottles of international quality
for the Pharmaceutical Industry. Over 11.80 lac bottles are
manufactured every day on four fully automatic production lines. During
the year under review
demand for pharma bottles was good and the Division achieved 9.16%
higher turnover at Rs. 8361.14 lac. Over 20% of the bottles produced were
exported. Because of the excellent performance of new eight Section
Triple Gob Machine installed in March 2009 on line No.1, the Division
is planning to install 2nd eight Section Triple Gob brand new machine
on line No.4 in place of old Double Gob Machine in the month of July
2011. The Division is doing well.
EMPIRE MACHINE TOOLS Ã MfitM
(Metal Forming, Testing & Metrology):
The 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 Process consultancy
in the Engineering Industry. Last year, there has been some recovery
from the previous year in terms of infow of orders. But shipments were
below expectations with a lower backlog carried forward from previous
year and profits were therefore affected. With the renewal of
investment trend in Automobile sector, we expect better results this
year both in terms of incoming orders and shipments and therefore
profitability. With the market opting more for turnkey solutions with
local manufacturing and local labour, the division is getting ready to
turn this trend into an opportunity area. Progress has been made in
sourcing of some new products and suppliers from Korea by roping in
successful vendors of Hyundai who are eager to go international. The
Division expects to do good business in the current year.
EMPIRE MACHINE TOOLS - MCAT
(Metal Cutting & Allied Technologies):
Order infow in the MCAT Division has been affected due to recessionary
conditions in the areas in which MCAT operates. Competition has been
severe and Suppliers have tended to slash prices in order to remain in
the market. However an improvement of investment is now witnessed in
the Power Generation and Aerospace Sector. The division looks forward
to a better year ahead.
Empire Industrial Equipment:
This year has been good for overall business of the Division. Refinery
and Petrochemicals Sector Orders continue to spearhead the Division's
activity. Steel Plant Sector Orders slowed down because of delay in
SAIL's overall investment decisions. Ports & Shipyard Sector gave us
our normal quota of business. Looking at the year ahead, the investment
climate continues to be good in our traditional markets mentioned
above. We expect Steel Plant Orders to pick up. We have made good
progress in the Power Plant Sector, with some tie ups made with
Equipment and Engineering,Procuring & Commissioning (EPC) Companies.
We should be able to break into this market during the year.
Construction and Mining Sector will also see some breakthrough in
Orders. Overall, we expect to grow significantly in the current year.
Empire Vending (GRABBIT)
Grabbit Services have been well accepted with our customers. The
Corporates have accepted this innovative idea of providing Snacks and
Cold Drinks to their employees 24X7 from Vending Services. This
division is operational in five Cities i.e. Mumbai, Delhi, Bangalore,
Hyderabad and Pune. The division has increased the Shelf and Sales
revenue by introducing new products of snacks like Britannia Biscuits,
Horlicks Biscuits, Garden Wafers, ITC-Food Products like Bingo and
Sunfeast. New range of imported Chocolates from Mars, Snickers, Galaxy,
Ferrero Rocher, Cadbury's has also been added to the Vending Machines.
Coin Vending Machines have been accepted well as a new concept for
providing coins to customers in nationalised banks. New machines have
been installed in PNB & OBC in Delhi and Punjab. Grabbit vending has
been appointed by RBI as recognized vending machine operators and
service providers. Grabbit vending concept has also been introduced in
educational institutes like Vidyalankar, NIIT, Jamia Millia and CSC.
The division is expected to improve its performance in the current
year.
Empire Foods
The division has done very well during the year under review. The sales
grew by more than double during the year and revenues increased
accordingly. The division has signed long term contracts for supply of
frozen foods with major chain of Five Star/Four Star Hotels/Caterers/
Air Caterers across the country. The customer list has increased and it
has established itself as a major reliable supplier of frozen foods in
food industry. To give better services and to reduce dependency on
distributors, the division has started to expand and put up its own
offices in all regions of the country. The division is now operating its
own office in North (New Delhi) and in South (Chennai) and soon looking
to expand further. The division is working on adding more products and
is expected to do well during the current year.
EMPIRE SEZ
The Company has received formal approval from the Ministry of Commerce
& Industry (MOCI) for setting up
EMPIRE SEZ exclusively for Information Technology (I.T.) and I.T.
enabled Services and Hardware at Ambernath. The main features of this
SEZ shall include Open Areas, Semi covered Areas, Main Circulation
Areas and Built to Suit structure. It will have (a) Processing area to
include units for IT/ITES Sofitware & Hardware (b) Non- Processing area
with an Information Bureau/Help Desk, Business Centre, Food Courts,
Bank/Shopping Centre/ Gymnasium, Entertainment Centre & several
Electronics Indexes and connections to major regional and national
Libraries. The MOCI gave final approval or "granted letter of approvalÃ
under SEZ for IT/ITES in Ambernath on 31/12/2009. Our SEZ has been
Notifed by the MOCI on 2nd July, 2010. We are now in the process of
finding and appointing a Co-Developer for implementing this project at
the earliest.
CAPITAL EXPENDITURE:
The major Capital Expenditure is on account of Vehicles (Rs. 178 Lac),
Office Equipments (Rs. 123 Lac) and renovation of Building (Rs. 88 lac).
DIRECTORS' RESPONSIBILITY STATEMENT:
As stipulated in Section 217(2AA) of the Companies Act, 1956, your
Board of Directors confrm as under:
(i) that in the preparation of the annual accounts, 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) that 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, 2011 and of the profit of the
Company for the year ended on that date;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) that 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, 2011, 121 depositors had not claimed their matured
deposits amounting to Rs. 24,78,000. Since then 34 depositors have
claimed/renewed their deposits amounting to Rs. 9,81,000. As of date, all
deposit claims have been met, except unclaimed deposits amounting to Rs.
14,97,000. 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. Rasheed A. Maskati and Mr.
Kanti Chand Khanna,
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 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.
On Behalf of the Board of Directors
Place : Mumbai S. C. MALHOTRA
Date : June 28, 2011 Chairman
Mar 31, 2010
The Directors hereby present their Annual Report together with the
Audited Accounts of the Company for the year ended March 31, 2010.
FINANCIAL RESULTS:
Particulars Year ended Year ended
31.03.2010 31.03.2009
Rupees Rupees
Income:
Sales & Commission 1,49,25,11,947 1,30,93,19,126
Other Income 43,48,04,178 44,60,23,664
1,92,73,16,125 1,75,53,42,790
Less: Operating Expenses 1,55,73,20,383 1,50,27,76,784
Profit Before Tax 36,99,95,742 25,25,66,006
Less: Provision for Current
Taxation 11,10,00,000 6,13,00,000
Provision for
Fringe Benefit Tax à 88,25,000
Provision for
Deferred Tax - 14,00,000 1,00,97,000
Taxation for earlier
years 20,69,128 Ã
Amount available for
appropriation 25,83,26,614 17,23,44,006
Appropriated as under:
Dividend proposed 11,99,99,960 5,99,99,980
Tax on Proposed Dividend 1,99,30,490 1,01,96,997
General Reserve 11,83,96,164 10,21,47,029
Total amount appropriated 25,83,26,614 17,23,44,006
Earning per share -
Basic & Diluted
(Face value of Rs. 10 each) 43.05 28.72
DIVIDEND:
The Directors are pleased to recommend, for your consideration, payment
of Dividend @ 200% (Rs.20/- per Equity Share of the face value of
Rs.10/- Tax Free) for the financial year 2009-10, (Previous Year 100%).
The total amount of the Dividend outgo will be Rs.11,99,99,960/-
as against Rs. 5,99,99,980/- for the previous financial year. The tax
on distributed profits, payable by the Company would amount to Rs.
1,99,30,490/- as against Rs.1,01,96,997/- for the previous financial
year.
OPERATIONS:
Vitrum Glass:
The Division manufactures Amber Glass Bottles of international quality
for the Pharmaceutical Industry. Over 11.50 lac bottles are
manufactured every day on four fully automatic production lines. During
the year under review the Division achieved 12% higher turnover at
Rs.76.60 crore. Exports of bottles during the year under review were
12% of the total production. Our Company has been granted Export House
status by the Ministry of Commerce & Industry for a period of five
years, which is valid up to 31.03.2014. The performance of the Eight
Section Triple Gob Machine which was installed in March, 2009 on line
No.1 is excellent. This machine has given 45% increased production on
line No.1. The Division is expected to do well in the current year.
EMPIRE MACHINE TOOLS - MFTM
(Metal Forming, Testing & Metrology}:
The 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 Process consultancy
in the Engineering Industry. Investments in all the major three sectors
of Automobiles, Power Generation and Aerospace did not come up to
expectations due to recessionary trends, but there are definite upward
market movements now towards investment in all these sectors. The
Division is expected to improve its performance during the year.
EMPIRE MACHINE TOOLS - MCAT
(Metal Cutting & Allied Technologies):
Order inflow in the Division is affected mainly due to recessionary
trends and also due to the global economic meltdown. Market is on the
upswing now. Competition is severe. The Division has done well in terms
of shipments on orders received and is now focusing mainly on Power
Generation and Aerospace where there are greater opportunities. The
Division has enough pending orders and expects to do well in the
current year.
Empire Industrial Equipment:
The Division has done well during the year under review in spite of the
general slowdown in business. Government Projects in Oil & Gas sector
continued without any major setback, and the division had the expected
share of the business. The overall Business outlook has improved
compared to last year. Private sector Oil & Gas sector and Steel Sector
have started making new investments. The Division had a good share of
orders coming from the Refinery sector. In the current year, this
Division expects business to grow at a good pace, gaining greater share
from Oil & Gas, Steel, Ports & Shipyard sectors. The Divisions
Business in the Refinery sector should continue to be good. On the
Construction, Mining and power Plant Equipment sectors, this Division
expects to penetrate and slowly grow. Scope for Business in these
sectors looks good. Overall the division expects business to grow at a
good rate in the current year as well.
Empire Vending (GRABBIT)
During the year of recession GRABBIT also went through a downfall and
hence the revenues were affected. By the end of the financial year
GRABBIT has improved its performance and shall grow in terms of revenue
and profitability in the current year.
Empire Foods
There is ever increasing demand for quality seafood and other imported
frozen foods in India. The Division has identified this need and
started to import various kinds of chilled and frozen seafood and other
frozen food products from all over the world and Market them Pan-India.
The Division has introduced in India an extremely popular fish from
Vietnam called "Basa". Basa has close to one Billion Dollars global
business and is heavily consumed in food industry in USA, EU, Middle
East, Australia, Japan, Egypt and rest of the world except it was not
available in India. In a very limited time, this fish has gained
extreme popularity in leading Five-star / Four star chain of hotels,
Hi-end restaurants, Air caterers and leading banquet halls throughout
the country. The Division has created its own registered brands of Basa
popularly known as "Royal Basa" , "Basa King" and "Basa Supreme". The
Division has got its distributors in Mumbai, Delhi, Calcutta, Chennai,
Bangalore, Goa, Jaipur, Udaipur, Lucknow, Indore, Hyderabad, Chandigarh
and rest of the country. This year the Division has identified more
products like Salmon and many other popular and niche frozen foods
products to trade in India. The Division has established a cold chain
for frozen food products spread throughout the country for
institutional products.
CAPITAL EXPENDITURE:
The major Capital Expenditure is on account of renovation of building
(Rs.121.64 Lacs) and Vehicles (Rs. 113.08 Lacs).
DIRECTORS RESPONSIBILITY STATEMENT:
As stipulated in Section 217(2AA) of the Companies Act, 1956, your
Board of Directors confirm as under:
i) that in the preparation of the annual accounts, 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) that 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, 2010 and of the profit of the
Company for the year ended on that date;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that 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, 2010, 99 depositors had not claimed their matured
deposits amounting to Rs.23,59,500/-. Since then 60 depositors have
claimed/renewed their deposits amounting to Rs.16,07,000/-. As of date,
all deposit claims have been met, except unclaimed deposits amounting
to Rs.7,52,500/-. The Company has complied with the provisions of
Section 58 A 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, offers themselves for re-appointment.
TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF
Pursuant to the provisions of Section 205C of the Companies Act, 1956
the 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.
On Behalf of the Board of Directors
Place : Mumbai S. C. MALHOTRA
Date : June 30, 2010 Chairman