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Empire Industries Ltd.

BSE: 509525 Sector: Industrials
NSE: N.A. ISIN Code: INE515H01014
BSE LIVE 14:23 | 18 Aug 1921.10 -3.90
(-0.20%)
OPEN

1862.35

HIGH

1950.00

LOW

1858.25

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 1862.35
PREVIOUS CLOSE 1925.00
VOLUME 118
52-Week high 2298.90
52-Week low 1518.00
P/E 32.99
Mkt Cap.(Rs cr) 1,153
Buy Price 1921.10
Buy Qty 5.00
Sell Price 1944.00
Sell Qty 9.00
OPEN 1862.35
CLOSE 1925.00
VOLUME 118
52-Week high 2298.90
52-Week low 1518.00
P/E 32.99
Mkt Cap.(Rs cr) 1,153
Buy Price 1921.10
Buy Qty 5.00
Sell Price 1944.00
Sell Qty 9.00

Empire Industries Ltd. (EMPIREINDS) - Director Report

Company director report

The Directors hereby present their Annual Report together with the Audited Accounts ofthe Company for the year ended March 31 2017.

1. FINANCIAL RESULTS:

Particulars Year ended 31.03.2017 Year ended 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 facevalue of Rs 10/- each for the year ended 31st March 2017 subject to the approval ofMembers at the Annual General Meeting on 27th July 2017 will be paid on or after 27thJuly 2017 to the Members whose names appear in the Register of Members as on the date ofbook closure has been 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 wouldamount 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 qualityamber glass bottles for the pharmaceutical industry - both in India and abroad. Thedivision's fully automated plant produces more than one million glass bottles a day withbottle sizes ranging from 5ml to 500ml.

The plant is located at vikhroli Mumbai. It boasts of a clientele of the bestmultinational pharmaceutical companies in India such as Glaxo Smith Kline PharmaceuticalsPfizer 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 inthe current year.

ii. EMPIRE MACHINE TOOLS – MFTM

(Metal Forming Testing & Metrology)

The MFTM division is engaged in the business of Engineering Consultancy covering salesservice and turnkey project support of imported machines procured from globally reputedcompanies. 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 theaerospace and nuclear power sectors. These sectors will continue to give us the maximumopportunities for multifold growth in the coming years. In the Automotive sector themarket has not picked up. The overall order intake in the year was reasonably good interms of volumes and margins in a sluggish market. In our endeavour to diversify revenuesources we have established contacts with suppliers from many non-traditional marketsoutside western Europe like USA Canada Korea Russia Ukraine China that have not soldor have not been successful in India before. We want to play a greater role in managingcontract execution progress with Customers and Principals in the future and ensure betterperformance. In order to increase revenue we are now also planning to step up sales ofSpare parts for the large installation base of machines that we already have in themarket. 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 metalcutting in the world such as Waldrich Coburg (Germany) WFL (Austria) Goratu (Spain)among others.

It serves many sectors such as Defence Automobile Aerospace Heavy EngineeringRailways Energy and Power Steel Tool Rooms and Fabricators.

During the year under review the order in flow low due to delay in finalization ofprojects 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 animprovement in performance.

iv. EMPIRE INDUSTRIAL EQUIPMENT

The EIE division is in the business of sourcing equipment from abroad and alsoproviding turnkey solutions to sectors such as Steel Oil and Gas Power andInfrastructure. These include local supply chain management customs clearance inlandtransportation site management including civil foundation electrical cabling andErection & Commissioning.

Within a span of over 16 years of its existence the division has developed very strongand robust relationships with several state of the art technology leaders and equipmentmanufacturers abroad. Some of its clients are SAIL IOC HPCL BPCL NTPC.

The division exceeded its order booking targets and contributed of the company. Ordersmainly came from the welltotheprofit

Oil and Gas Fire Safety Steel and Metallurgy sectors. With continued good prospectsfrom these sectors along with latest initiatives by the Government on Smart City andinfrastructure 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 Indiaand has vending machines installed across all major metro cities of India. Currently thisdivision has its machines in more than 380 locations serving approximately half millionhappy users.

Grabbit+ provides a variety of vending machines to suit different requirements of itscustomers such as snacks beverages perishable food products stationery etc. Itsmachines work 24/7 and are fully automated. It maintains very high standards of clientcare services through its 24X7 helpline What's App and email- thus ensuring each machineis in perfect working condition. As a part of its client servicing initiative it hascreated a Quick Response Team (QRT) with the objective to attend any complaints within 4working hours.

Grabbit+ is associated with almost all the top FMCG brands like ITC Parle CavinKareSchmitten Tranquini RedBull etc. for the placement and branding of their productsthrough its vending machines. In the year under review it has added many reputed clientslike P&G TIAA Bajaj Forbes Marshall etc. by installing vending machines in theirfacilities.

This year Grabbit+ plans to expand its operations to new cities such as Ahmedabad andKolkata and is expected to grow well.

vi. EMPIRE FOODS

The Empire Foods division imports various types of frozen food from across the globeand sells to leading hotels restaurants and caterers in the country. This division hasperformed well during the year under review and has maintained its market leadershipposition. With 11 Branch Offices it distributes throughout India and has further extendedits reach to Tier 2 and Tier 3 cities.

It has also added more products and is now focusing on adding indigenously developedfood products. This year the division is also working towards the export of Indian frozenfood to further boost its revenue. It is growing rapidly and is already a majorcontributor to the company's profitability.

vii. EMPIRE REAL ESTATE

This division manages Empire Industries Ltd's owned properties comprising 10 lakhsq.ft. of Commercial and IT space. It boasts of an excellent clientele such as TCS ICICICNBC Tv 18 and others.

It has done very well this year with good occupancies. Its IT park at vikhrolicomprises of 2 buildings-Plaza 1 and Plaza 2. Plaza 1 is currently 86% occupied and Plaza2 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 onits 35 acre plot of land. The project commenced in the year 2014-2015 and has got allnecessary approvals.

Currently 7 buildings are under construction. These include 3 industrial and 4residential 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 customised fully furnished officesand provides complete business support services and meeting and conference room facilitiesthat enable its clients to run their businesses without incurring massive start-up costsand over-head expenses. Based on the core concept of providing the ‘best-in-class'service it provides a customised mix of products and services that deliver significantand measurable returns to its clients. Its services are world class and designed to meetthe needs of each client whether big or small local or international. The variousProducts and Services that this division offers are Conference and Meeting Rooms videoConferencing Business Lounges Hot Desking

Executive Memberships Day Offices and others. The current occupancy of TEBC is at100% the best in the industry. It plans to put up more business centres in the comingyear.

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 8.83Lakh) 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 annexedto this report.

6. NUMBER OF MEETINGS OF THE BOARD

During the year Four Board Meetings and Four Audit Committee Meetings were convened andheld. The details of these are given in the Corporate Governance Report. The interveninggap 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 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures; (b) the directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at March 312017 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively;

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

(f) the directors had devised proper systems to ensure compliances with the provisionsof 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 ofindependence 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 Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of section 178relating to the remuneration for the Directors key managerial personnel and otheremployees. As required by the rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the prescribed details are annexed to this report.

10. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION ORADVERSE 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 hersecretarial audit report.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

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

12. CORPORATE GOVERNANCE

As per Regulation 34(3) and 53(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015and the Listing Agreement with the Stock Exchange aseparate section on corporate governance practices followed by the Company together witha certificate from the Company's Auditors confirming compliance forms an integral part ofthis Report.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons who may have a potential conflict withthe interest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval. Prior omnibus approval of the AuditCommittee is obtained on a quarterly basis for the transactions which are of a foreseenand repetitive nature. The transactions entered into pursuant to the omnibus approval sogranted are audited and a statement giving details of all related party transactions isplaced before the Audit Committee and the Board of Directors for their approval on aquarterly basis. None of the Directors has any pecuniary relationships or transactionsvis--vis the Company. The report of the Board in respect of the particulars of contractsor arrangements with related parties referred to sub-section (1) of section 188 in FormAOC-2 is annexed to this report.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Disclosures of Particulars in the Report of Board of Directors) Rules 2014relating 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 Singhand Mr. C. P. Shah performs its activities according to the Risk Policy finalized by theBoard 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 inhealth and education and also formed KARO Trust which has been registered on 12.03.2015with Charity Commissioner Mumbai for this purpose. The policy is put up on Company'swebsite. CSR report as per the provision of section 135 of the Companies Act 2013 isannexed 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 theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and compliance committees. The manner in which the evaluation has beencarried 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 UnclaimedDividend Fixed Deposits and interest thereon which remained unpaid/unclaimed for a periodof 7 years have been transferred by the Company to the Investor Education and ProtectionFund (IEPF) established by the Central Government pursuant to Section 125 of the CompaniesAct 2013.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The details of the Whistle Blower Policy is explained in the Corporate GovernanceReport 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 employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.

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 hasappointed Mrs. Deepa Gupta Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed to thisreport.

22. DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Ranjit Malhotra having Director Identification Number00026933 retire by rotation at this Annual General Meeting and being eligible offerhimself for re-appointment.

23. SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be its subsidiaries jointventures 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 interestthereon 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 withthe 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 ortribunals 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 behaviorand in compliance with the laws and regulations that govern its business. The Company hasa well-established framework of internal controls in operation supported by standardoperating procedures policies and guidelines including suitable monitoring proceduresand self-assessment exercises. In addition to external audit the financial and operatingcontrols of the Company at various locations are reviewed by the Audit Committee of theBoard. The Audit Committee reviews the adequacy and effectiveness of the implementation ofaudit recommendations including those relating to strengthening Company's managementpolicies and systems.

As required by the Companies Act 2013 the Company has implemented an InternalFinancial Control (IFC) Framework. Section 134(5)(e) requires the Directors to make anassertion in the Directors Responsibility Statement that the Company has laid downinternal financial controls which are in existence adequate and operate effectively.Under Section 177(4)(vii) the Audit Committee evaluates the internal financial controlsand makes a representation to the Board. The purpose of the IFC is to ensure that policiesand procedures adopted by the Company for ensuring the orderly and efficient conduct ofits business are implemented including policies for and the safeguarding its assetsprevention and detection of frauds and errors accuracy and completeness of accountingrecords and timely preparation of reliable financial information.

27. ACKNOWLEDGEMENT

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

28. AUDITORS

The Board has appointed M/s. A. T. Jain & Co. Chartered Accountants (FirmRegistration No.103886W) as the Statutory Auditor of the Company in place of M/s. D. P.Ghevaria & Co. Chartered Accountants Mumbai (Registration No.: 103176W) theretiring Statutory Auditor to hold office from the conclusion of the 116th Annual GeneralMeeting until the conclusion of the 121st Annual General Meeting of the Company. M/s. A TJain & Co. have confirmed their eligibility under Section 141 of the Companies Act2013 and the Rules framed thereunder for appointment as Auditors of the Company. Asrequired under the Listing Agreement the auditors have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

29. COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its Construction activity is required to be audited. Your Directors had onthe recommendation of the Audit Committee appointed M/s. vinay Mulay & Co. to auditthe cost accounts of the Company for the financial year 2016-2017 on a remuneration of Rs100000/-. As required under the Companies Act 2013 the remuneration payable to thecost auditor is required to be placed before the Members in a general meeting for theirratification. Accordingly a Resolution seeking Member's ratification for the remunerationpayable to

M/s. vinay Mulay & Co. Cost Auditors is included at Item No. 6 of the Noticeconvening the Annual General Meeting.

On Behalf of the Board of Directors
Place : Mumbai S. C. MALHOTRA
Date : May 23 2017 Chairman

ANNEXURE TO DIRECTORS' REPORT

As per Regulation 34(3) and 53(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Listing Agreement with the Stock Exchange:

A. RELATED PARTY DISCLOSURE:

The report of the Board in respect of the particulars of contracts or arrangements withrelated parties under sub-section (1) of section 188 in Form AOC-2 is annexed to thisreport.

B. MANAGEMENT DISCUSSION AND ANALYSIS

1. (a) Industry Structure & Development

The vitrum Glass Division is manufacturing Amber Glass Bottles of international qualityand standard for the Pharmaceutical Industry by using its production capacity fully. Thedivision carries out R&D activities regularly in various manufacturing operations withthe objective of improving quality reducing energy consumption and improving the overallefficiency/ productivity. The Division has developed 15 new products and produced thoseproducts successfully.

(b) Opportunities & Threats

The Company has developed Industrial Properties at its Lower Parel and vikhrolipremises and has offered the same to various Multinational Companies and

Banks for office use on Leave and License basis. The demand from the PharmaceuticalIndustry for Glass Containers manufactured by vitrum Glass Division is sufficient andhence the Company does not foresee any risks for the product in near future. The revenueof the Divisions involved in agency businesses for marketing the products manufactured byforeign principals are dependent on the Government Policies declared from time to time.Oil and Gas Sector continues to be major contributor with good contributions from fire andsafety sector as well as from steel and metallurgical sector. In the business of Frozen& Chilled Foods the Company imports various frozen foods from around the globe andsells to HORACA (Hotels Restaurants and Caterers). The division is now focusing ontrading indigenously developed food products. The Company is getting good response /support in the areas of providing office space on Leave & License basis developingthe property at Ambernath and providing flexible and customizable work space solutions.

(c) Segment-wise or product-wise performance

The Company is engaged in the following activities: (1) Manufacture of Amber GlassBottles for the Pharmaceutical Industry.

(2) Representing a number of foreign manufacturers of Precision Machine ToolsMeasuring Instruments Testing Machines designing and marketing of Industrial Equipment.

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

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

(5) Developing residential commercial and industrial galas on the land admeasuring to35 Acres at Ambernath with the consent of MIDC.

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

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

(d) Outlook

Overall outlook for the Company's various activities is satisfactory. The Division-wiseoutlook and details are given in the Directors' Report.

(e) Risks and concerns

The Company is investing its funds only for the purposes of normal business activitiesand there are no financial risks except normal business risks which are managed by theprudent business and risk management practices. The Company is regularly taking adequateinsurance policies for covering the risks to Company's properties.

(f) Internal control systems and their adequacy

Mr. R. C. Shah vice President is the Internal Auditor who is carrying out the internalaudit functions of the Company. He regularly carries out the internal audit and review ofinternal control mechanisms prevailing in all the Divisions of the Company and submits thereport to the management from time to time. Immediate corrective actions are taken on therecommendations of such reports. Division's operational performances are reviewedperiodically by the senior management and necessary policy decisions are taken from timeto time.

(g) Discussion on financial performance with respect to operational performance

The General Manager-Accounts daily circulates drawing power statements to themanagement. The said statement discloses division-wise daily transactions of cash inflows/ outflows Loans /

Advances receivables positions etc. and required actions are taken immediately tobring the financial position in order so that no inconvenience is caused to any Divisionin carrying out its business activities smoothly.

(h) Material developments in Human Resources / Industrial Relations front includingnumber or people employed.

During the year under review cordial relationships were maintained between themanagement and the employees. The Directors place on record their appreciation for thesupport and contribution from all employees of the Company. The total numbers of peopleemployed in the Company are shown in the Annexure to the Directors' Report.

2. Disclosure of Accounting Treatment:

Financial statements are prepared in accordance with the applicable AccountingStandards specified in terms of

Sections 129 and 133 of the Companies Act 2013 along with generally acceptedaccounting principles in India under the historical cost conversion on accrual basis. Allassets and liabilities have been classified as current or non-current as per Company'snormal operating cycle and other criteria set out in the Schedule-III of the CompaniesAct 2013.

ANNEXURE – B

ANNEXURE TO DIRECTORS' REPORT

Information pursuant to Section 134(8)(3) of the Companies Act 2013:

VITRUM GLASS:

(A) Conservation of Energy -

(i) The steps taken or impact on conservation of energy: a) All power supply parametersare monitored and maintained at optimum level resulting in consistent reward for Powerfactor  @ 0.99 and above load factor @0.80 and above Billing Demand within theContract demand. These factors result in getting consistent power factor bonus / loadfactor incentives from energy supplying agency throughout the year.

b) Consistent monitoring of compressed air / cooling air / vacuum resulted in sustainedlower average energy consumption within the target achieved.

c) The Glass conditioning electrodes power of feeder monitored for optimum controlcontributing consistency in conditioning of glass.

d) Forming process control contributing reduction in hold thereby improving formingcontrols and quality consistency the energy conservation achieved by minimizing reworks /repacking.

(ii) The steps taken by the Company for utilizing alternate sources of energy: Nil

(iii) The capital investment on energy conservation equipment: Nil

(B) Technology absorption -

(i) The efforts made towards technology absorption:

As an initiative on continuous improvement in forming process following actions aretaken and implemented with success of improved quality product and enhanced performance.

(a) The shear cutting facility on the high speed machines done with sustained technicalimprovement.

(b) The Gob delivery accessories installed with enhanced feature to have extended lifeincreasing the reduction in down time.

(c) Hot ware handling devised with adaptable pusher arms and brackets developedin-house resulting in improved ware handling – by minimizing the handling loss.

(d) Achieved in-house consistent continuous measure of weight reduction of wareswithout deviating the basic needs and providing same performance as required is the majorstep ahead by the design development workshop and forming team.

(e) About 15 new products developed and produced successfully.

(ii) The benefits derived like product improvement cost reduction product developmentand import substitution: The main benefits derived are:-Quality improvement costreduction and import substitution.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)

(a) The details of technology imported:

The Global Energy Technologies fuel saving equipment Kvx has been installed on furnacefor melting end burners to save the natural gas consumption.

(b) The year of import: 2014-2015

(c) Whether the technology has been fully absorbed: Yes.

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not applicable. (iv) The expenditure incurred on Research and Development: Nil.

(C) Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows:

Foreign Exchange used Rs 6095.67 Lakh
Foreign Exchange earned Rs 7081.98 Lakh

 

On Behalf of the Board of Directors
Place : Mumbai S. C. MALHOTRA
Date : May 23 2017 Chairman

ANNEXURE – D Disclosure pursuant to Section 134 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:

Name of the Director Ratio
Mr. S C Malhotra 21.67
Mr. Ranjit Malhotra 25.31
Mr. Dileep Malhotra 21.69

(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Name of Employee Designation % Increase
Mr. S. C. Malhotra Director on Board 30
Mr. Ranjit Malhotra Director on Board 19
Mr. Dileep Malhotra Director on Board 29
Mr.Yogesh Grover Director-Empire Foods 19
Mr. S. S.Parmar Director-vitrum Glass 25
Mr. Anoop K Bhargava Director-Empire Industrial Centrum 36
Mr. C. K. Pradhan Director-Commercial 32
Mr. Sandeep Jain Director-vending 4
Mr. Sandeep Singh Director-Empire Business Centre 32
Mr. K.K.Sen Director-EMT MFTM 0
Mr. N. S. L.Narasimhan Director-Empire Industrial Equipment –9
Mr. P.N.Rao Director-EMT MCAT 1

(iii) The percentage increase in the median remuneration of employees in the financialyear is 3%.

(iv) The number of permanent employees on the rolls of Company is 696.

(v) The revenue from operations has increased from Rs 38513 Lakh to Rs 40158Lakh i.e.by Rs 1645 Lakh and the Employees benefits expenses increased from Rs 6688 Lakh to Rs7431 Lakh i.e. by Rs 743 Lakh.

(vi) The remuneration paid to the Key Managerial personnel during the year ended31.03.2017 is Rs 1669 Lakh as against Company's revenue from operations is increased fromRs 38513Lakh to Rs 40158 Lakh i.e. by Rs 1645 Lakh.

(vii) a. The variations in the market capitalisation on 31.03.2017 as against 31.03.16is 9.11%. b. Price earnings ratio as on 31.03.2017 is Rs 54.40 as against Rs 51.08 as on31.03.2016. c. Percentage increase in the market quotations as compared to public offer ason 31.03.2017 is 173.46%.

(viii) The average percentile increase in the salaries of employees other thanManagerial Personnel in the last financial year is 12%. The percentile increase in themanagerial remuneration is 11%.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:

Name of Employee Division Remuneration Rs in Revenue from Operations Rs Lakh % Increase
Lakh 2016-2017 2015-2016
Mr. S. C. Malhotra
Mr. Ranjit Malhotra Corporate 457 40158 38513 4
Mr. Dileep Malhotra
Mr. S. K. Gulati
Mr. S. C. Nanda
Mr. R. C. Shah
Mr. Yogesh Grover Empire Foods 303 9900 9410 5
Mr. S. S. Parmar vitrum Glass 174 13063 12977 1
Mr. C. K. Pradhan Commercial 207 7340 6403 15
Mr. Sandeep Jain vending 54 1283 1204 7
Mr. Sandeep Singh Empire Business Centre 42 755 609 24
Mr K. K. Sen EMT - MFTM 121 951 1717 –45
Mr. N. S. L. Narasimhan Empire Industrial Equipment 119 5483 4826 14
Mr. P. N. Rao EMT – MCAT 126 1526 1381 10
Mr. Anoop K Bhargava Centrum 66

(x) The variable component of the remuneration availed by the Directors is onlyperquisites paid according to the terms of the appointment. (xi) The Ratio of highestremuneration paid to an employee who is not a Director to highest remuneration paid toDirector is 3.26.

We hereby affirm that the remuneration paid to the Directors and Employees is as perremuneration policy of the Company.

On behalf of the Board of Directors
Place : Mumbai S. C. MALHOTRA
Date : May 23 2017 Chairman

ANNEXURE – E

ANNEXURE TO DIRECTORS' REPORT

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis:
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/ transactions
(c) Duration of the contracts / arrangements / transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any
(e) Justification for entering into such contracts or arrangements or transactions There were no transactions not at arm's length basis
(f) Date(s) of approval by the Board
(g) Amount paid as advances if any:
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188.
2. Details of material contracts or arrangement or transactions at arm's length basis:
(a) Name(s) of related party Relationship
Empire International Pvt. Ltd.
Randil Trading Co. Pvt. Ltd. Some of the Directors of the Company are also
Arjun Transport Co. Pvt. Ltd. Directors in the said Private Limited Companies.
Empire Technical Services Pvt. Ltd.
Mr. S. C. Malhotra – Chairman
Mr. Ranjit Malhotra – vice Chairman & Managing Director
Promoter Directors
Mr. Dileep Malhotra – Jt. Mg. Director
Mrs. Uma Ranjit Malhotra
Mr. Kabir Malhotra
Relatives of Promoter Directors
Ms. Anjali Malhotra
(b) Nature of contracts/arrangements /transactions The Companies have provided finance per terms and conditions mutually agreed and individuals have provided their services at contracted consideration.
(c) Duration of the contracts / arrangements / transactions From 01.04.2016 to 31.03.2017
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Per mutual agreement.
(e) Date(s) of approval by the Board if any: N.A.
(f) Amount paid as advances if any: Nil

 

On behalf of the Board of Directors
Place : Mumbai S. C. MALHOTRA
Date : May 23 2017 Chairman

Certification by Chief Executive Officer(CEO) and Chief Financial Officer (CFO)pursuant to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

We Mr. Satish Chandra Malhotra Chairman and Mr. Suhas Chandra Nanda Director Finance& Company Secretary in our capacity as Chief

Executive Officer (CEO) and Chief Financial Officer (CFO) respectively of the Companyhereby certify that

A. We have reviewed the financial statements and the cash flow statement for the yearended March 31 knowledge and belief: (1) these statements do not contain any materiallyuntrue statement or omit any material fact or contain statements that might be misleading;(2) these statements together present a true and fair view of the Company's affairs andare in compliance with existing accounting standards applicable laws and regulations.

B. There are to the best of our knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or violative of the Company'scode of conduct.

C. We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystemsoftheCompanypertainingfinancialreporting and we have disclosed to the Auditorsand the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

D. We have indicated to the Auditors and the Audit Committee -

(1) significant changes in internal control over financial reporting during the year;

(2) significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

(3) instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in theCompany's internal control system over financial reporting.

For EMPIRE INDUSTRIES LIMITED
Place : Mumbai S. C. MALHOTRA SUHAS CHANDRA NANDA
Date : May 23 2017 Chairman Director Finance & Company Secretary.

Declaration by the Managing Director pursuant to Regulation 34(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 regarding compliance with Codeof Conduct

In accordance with to Regulation 34(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 I hereby confirm that all the Directors and the SeniorManagement personnel of the Companyhaveaffirmedcompliance with the Code of Conduct asapplicable to them for the Financial Year ended on March 31 2017.

For EMPIRE INDUSTRIES LIMITED
Place : Mumbai S. C. MALHOTRA
Date : May 23 2017 Chairman