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Empire Industries Ltd.

BSE: 509525 Sector: Industrials
NSE: N.A. ISIN Code: INE515H01014
BSE 00:00 | 28 Sep 661.85 -8.75
(-1.30%)
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691.95

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691.95

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650.00

NSE 05:30 | 01 Jan Empire Industries Ltd
OPEN 691.95
PREVIOUS CLOSE 670.60
VOLUME 5417
52-Week high 870.00
52-Week low 525.00
P/E 15.20
Mkt Cap.(Rs cr) 397
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 691.95
CLOSE 670.60
VOLUME 5417
52-Week high 870.00
52-Week low 525.00
P/E 15.20
Mkt Cap.(Rs cr) 397
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Empire Industries Ltd. (EMPIREINDS) - Auditors Report

Company auditors report

TO THE MEMBERS OF EMPIRE INDUSTRIES LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying financial statements of EmpireIndustries Limited ("the Company") which comprise the Balance Sheet as at31st March 2022 the statement of Profit and Loss (including Other Comprehensive Income)the statement of Changes in Equity and the statement of Cash Flows for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information (hereinafter referred to as"the financial statements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Companies Act 2013 (the "Act") in the manner so required and give a trueand fair view in conformity with Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 and its profit total comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance withthe Standards on Auditing (SAs) specified under section 143(10) of the Companies Act2013. Our responsibilities under those Standards are further described in theAuditor?s Responsibilities for the Audit of the financial statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India ("ICAI") together with theethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI?s Code of Ethics.We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters. We have determined the matters described below to be the key audit mattersto be communicated in our report.

Assessment of litigations and related disclosure of contingentliabilities

[Refer to Note 2.10 to the financial statements- "Use ofassumptions judgements and estimates - Critical accounting judgements - Provisionscontingent liabilities and contingent assets" Note 33 to the Financial Statements -"Contingent liabilities"].

As at March 31 2022 the Company has exposures towards litigationsrelating to various matters as set out in the aforesaid

Notes. Significant management judgement is required to assess suchmatters to determine the probability of occurrence of material outflow of economicresources and whether a provision should be recognised or a disclosure should be made. Themanagement judgement is also supported with legal advice in certain cases as consideredappropriate.

As the ultimate outcome of the matters are uncertain and the positionstaken by the management are based on the application of their best judgement relatedlegal advice including those relating to interpretation of laws/regulations it isconsidered to be a Key Audit Matter.

How are audit addressed the key audit matter

Our audit procedures included the following:

• We understood assessed and tested the design and operatingeffectiveness of key controls surrounding assessment of litigations relating to therelevant laws and regulations;

• We inquired with the management for recent developments and thestatus of the material litigations which were reviewed and noted by the Audit Committee;

• We performed our assessment on a test basis on the underlyingcalculations supporting the contingent liabilities/other significant litigations disclosedin the Financial Statements;

• We used auditor?s experts/specialists to gain anunderstanding and to evaluate the disputed tax matters;

• We considered external legal opinions where relevant obtainedby management;

• We evaluated management ?s assessments by understandingprecedents set in similar cases and assessed the reliability of the management?s pastestimates/judgements;

• We evaluated management?s assessment around those mattersthat are not disclosed or not considered as contingent liability as the probability ofmaterial outflow is considered to be remote by the management; and

• We assessed the adequacy of the Company?s disclosures.

Based on the above work performed the assessment in respect oflitigations and related disclosures relating to contingent liabilities/ other significantlitigations in the Financial Statements is considered to be reasonable.

Information Other than the Financial Statements and Auditor?sReport Thereon

The Company?s management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theManagement Discussion and Analysis Board?s Report including Annexures toBoard?s Report Corporate Governance and Shareholders Information but does notinclude the financial statements and our auditor?s report thereon.

Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so

consider whether the other information is materially inconsistent withthe financial statements or our knowledge obtained during the course of our audit orotherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management?s Responsibility for the Financial Statements

The Company?s Management and Board of Directors are responsiblefor the matters stated in section 134(5) of the Act with respect to the preparation ofthese financial statements that give a true and fair view of the state of affairs profit/ loss total comprehensive income changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards (Ind AS) specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror

In preparing the financial statements management and board ofdirectors are responsible for assessing the Company?s ability to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless the board of directors either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing theCompany?s financial reporting process.

Auditors? Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor?s report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol

• Obtain an understanding of internal controls relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls system in place and theoperating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management andboard of directors.

• Conclude on the appropriateness of management and board ofdirectors use of the going concern basis of accounting in preparation of financialstatements and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the ability ofthe Company to continue as a going concern. If we conclude that a material uncertaintyexists we are required to draw attention in our auditor?s report to the relateddisclosures in the financial statements or if such disclosures are inadequate to modifyour opinion. Our conclusions are based on the audit evidence obtained up to the date ofour auditor?s report. However future events or conditions may cause the Company tocease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor?s report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report On Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor?s Report) Order 2020

("the Order") issued by the Central Government of India interms of section 143(11) of the Act we give in "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the Act we report that:

a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit. b. In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books. c. The Balance Sheetthe Statement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity dealt with by this Report are inagreement with the books of accounts. d. In our opinion the aforesaid financialstatements comply with the Indian Accounting Standards prescribed under section 133 of theAct. e. On the basis of the written representations received from the directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2022 from being appointed as a director in terms of Section164(2) of the Act. f. With respect to the adequacy of the internal financial controls withreference to financial statements of the company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B". Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company?sinternal financial controls over financial reporting.

(B) With respect to the other matters to be included in theAuditor?s Report in accordance with the requirements of section 197(16) of the Actas amended: In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid / provided by the Company to its directorsduring the year is in accordance with the provisions of section 197 of the Act.

(C) With respect to the other matters to be included in theAuditor?s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and according tothe explanations given to us:

a) The Company has disclosed the impact of pending litigation on itsfinancial position as at 31st March 2022 in its financial statements - Refer Note No. 48to the financial statements.

b) The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

c) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company during the yearended March 31 2022.

d) (i) The management has represented that to the best of itsknowledge and belief no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Company("Ultimate Beneficiaries") or

• provide any guarantee security or the like to or on behalf ofthe Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledgeand belief no funds have been received by the Company from any persons or entitiesincluding foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or

• provide any guarantee security or the like from or on behalf ofthe Ultimate Beneficiaries

(iii) Based on such audit procedures as considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause(i) and (ii) of Rule 11(e) of theCompanies (Audit and Auditor?s) Rules 2014 contain any material misstatement.

(iv) The dividend declared and paid during the year by the Company isin Compliance with Section 123 of the Act.

For A.T. Jain & Co. Chartered Accountants
(Firm Registration No. 103886W)
Sushil Jain
Place: Mumbai Partner Membership No.: 033809
Date: 25th May 2022 UDIN: 22033809AMEUXL1673

Annexure A to the Independent Auditor?s Report of even date onthe Financial Statements of EMPIRE INDUSTRIES LIMITED

(Referred to in paragraph 1 under the section "Report on OtherLegal and Regulatory Requirements" section of our report of even date)

With reference to the annexure referred to in the IndependentAuditors? Report to the members of company on the Financial Statements for the yearended March 31 2022 we report that :

1. a) A) The company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

B) The company has maintained proper records showing full particularsof intangible assets.

b) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has a regularprogramme of physical verification of its Property Plant and Equipment by which allproperty plant and equipment are verified in a phased manner. In accordance with thisprogramme certain property plant and equipment were verified during the year. In ouropinion this periodicity of physical verification is reasonable having regard to the sizeof the Company and the nature of its assets. No material discrepancies were noticed onsuch verification.

c) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the title deeds of immovableproperties (other

than immovable properties where the Company is the lessee and theleases agreements are duly executed in favour of the lessee) disclosed in the financialstatements are held in the name of the Company as at the balance sheet date.

d) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not revalued itsProperty Plant and Equipment (including Right of Use assets) or intangible assets or bothduring the year.

e) According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder.

2. a) The inventory has been physically verified by the managementduring the year. In our opinion the frequency of such verification is reasonable andprocedures and coverage as followed by management were appropriate. No discrepancies werenoticed on verification between the physical stocks and the book records that were morethan 10% in the aggregate of each class of inventory.

b) During the year the Company has been sanctioned working capitallimits in excess of Rs. 5 crores in aggregate from banks on the basis of security ofcurrent assets. The Company has filed quarterly returns or statements with such bankswhich are in agreement with the books of account other than those as set out as below:

Name of the Bank Aggregate working capital limits sanctioned (Rs. Lakhs) Nature of Current Asset offered as Security Quarter ended Amount disclosed as per quarterly return/ statement (Rs. Lakhs) Amount as per books of account (Rs. Lakhs) Difference (Rs. Lakhs)
Yes Bank 4000 Inventory and Trade Receivable of domestic business of Food Division June 30 2021 3803.92 3806.62 2.70
September 30 2021 2867.97 2860.25 7.72
December 312021 3846.49 3939.68 93.19
March 31 2022 4018.33 4041.81 23.48
Citi Bank 7000 Inventory and Trade Receivable of Prawn Export business of Foods division June 30 2021 722.96 722.94 0.02
September 30 2021 531.76 535.35 3.59
December 312021 379.13 381.73 2.60
March 31 2022 Not applicable as fully repaid
Indian Bank and Consortium of banks 1297 Inventory and Trade Receivables of Vitrum Glass Division and EMT Division June 30 2021 8403.19 8316.63 86.56
September 30 2021 8049.69 7909.73 139.96
December 312021 8460.32 8129.97 330.35
March 31 2022 8316.86 8316.86 -

3. According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not madeinvestments in provided any guarantee or security or granted any loans or advances in thenature of loans secured or unsecured to companies firms limited liability partnershipor any other parties during the year.

4. The company has not granted any loans guarantees or security andhas not made investments to which the provisions of section 185 and 186 of the CompaniesAct 2013 apply.

5. The Company has accepted deposits from the public. The directives

issued by Reserve Bank of India and the provisions of section 73 to 76or any other relevant provisions of the Companies Act and the Rules framed there underwhere applicable have been complied with.

6. Pursuant to the rules made by the Central Government of India theCompany is required to maintain cost records as specified under Section 148(1) of the Actin respect of its products. We have broadly reviewed the same and are of the opinion thatprima facie the prescribed accounts and records have been made and maintained. We havenot however made a detailed examination of the records with a view to determine whetherthey are accurate or complete.

7. a) According to the information and explanations given to us and onthe basis of our examination of the records maintained by the company the company isgenerally regular in depositing with appropriate authorities undisputed statutory duesincluding provident fund employees? state insurance income tax sales tax wealthtax goods and service tax custom duty excise duty cess and other statutory dues whereapplicable.

According to the information and explanations given to us noundisputed amounts in respect of the aforesaid statutory dues were in arrears as at 31stMarch 2022 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the details of the aforesaidstatutory dues as at 31st March 2022 which have not been deposited with theappropriate authorities on account of any dispute are given below

Name of Statute Nature of Dues Amount (Rs. in lakhs) Period to which it Relates Forum where dispute is Pending
MVAT Act 2002 VAT / CST dues 58.81 (Note 1) F.Y. 2009-10 Jt. Commissioner of Sales Tax (A)
MVAT Act 2002 VAT / CST dues 13.10 F.Y. 2014-15 Maharashtra Sales Tax Tribunal
MP VAT Act 2002 VAT dues 42.31 (Note 2) F.Y 2013-14 Madhya Pradesh High Court
MP VAT Act 2002 VAT dues 487.78 (Note 2) F.Y 2014-15 Madhya Pradesh High Court
Entry Tax Act 1976 Entry tax 7.14 (Note 2) F.Y 2013-14 Madhya Pradesh High Court
Entry Tax Act 1976 Entry tax 77.89 (Note 2) F.Y 2014-15 Madhya Pradesh High Court

[Note 1: Total demand of Rs. 83.51 Lakhs less amount deposited indispute of Rs. 25.00 Lakhs

Note 2: Total demand of Rs. 791.84 Lakhs less amount deposited indispute of Rs. 197.96 Lakh]

8. According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income tax Act 1961 as income during the year.

9. a) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not defaultedin repayment of loans or other borrowings or in the payment of interest thereon to anylender. Therefore the provisions of Clause 3(ix)(a) of the Order are not applicable tothe company.

b) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not been declareda wilful defaulter by any bank or financial institution or government or governmentauthority.

c) In our opinion and according to the information and explanationsgiven to us by the management term loans were applied for the purpose for which the loanswere obtained.

d) According to information and explanations given to us and on anoverall examination of the balance sheet of the Company we report that no funds raised onshort - term basis have been used for long term purposes by the Company.

e) According to the information and explanations given to us and on anoverall examination of the financial statements of the Company we report that the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries associates or joint ventures as defined under the Act.

f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries joint ventures or associatecompanies (as defined under the Act).

10. a) The Company has not raised any moneys by way of initial publicoffer or further public offer (including debt instruments) Accordingly clause 3(x)(a) ofthe Order is not applicable.

b) According to the information and explanations given to us and therecords of the company examined by us the company has not made any private placement ofshares or convertible debentures (fully partially or optionally convertible) during theyear and therefore provision of clause 3(x)(b) of the Order are not applicable to thecompany

11. a) Based on examination ofthe books and records ofthe Company andaccording to the information and explanations given to us considering the principles ofmateriality outlined in Standards on Auditing we report that no fraud by the Company oron the Company has been noticed or reported during the course of the audit.

b) According to the information and explanations given to us no reportunder sub-section (12) of Section 143 of the Act has been filed by the auditors in FormADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014 with theCentral Government.

c) During the course of our examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices in Indiaand according to the information and explanations given to us and as represented to us bythe management no whistleblower complaints have been received during the year by theCompany. Accordingly reporting under Clause 3(xi)(c) of said Order are not applicable tothe company.

12. According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly the provisions of Clause 3(xii)(a) (b) and(c) of the Order are not applicable to the Company.

13. In our opinion and according to the information and explanationsgiven to us the transactions with related parties are in compliance with Section 177 and188 of the Act where applicable and the details of the related party transactions havebeen disclosed in the financial statements as required by the applicable accountingstandards.

14. a) Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal audit system commensuratewith the size and nature of its business.

b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

15. In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors and hence provisions of Section 192 of the Act arenot applicable to the Company

16. a) The Company is not required to be registered under Section

45-IA of the Reserve Bank of India Act 1934. Accordingly thereporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking financial/ housingfinance activities during the year. Accordingly the reporting under clause 3(xvi)(b) ofthe Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of theOrder is not applicable

d) Based on the information and explanations provided by the managementof the company the Group does not have any CIC which are part of the Group. We have nothowever separately evaluated whether the information provided by the management isaccurate and complete. Accordingly the reporting under clause 3(xvi)(d) of the Order isnot applicable to the Company

17. The Company has not incurred any cash losses in the currentfinancial year or in the immediately preceding financial year.

18. There has been no resignation of the statutory auditors during theyear. Accordingly clause 3(xviii) of the Order is not applicable.

19. According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that Company is not capable of meeting its liabilities existing at the dateof balance sheet as and when they fall due within a period of one year from the balancesheet date. We however state that this is not an assurance as to the future viability ofCompany. We further state that our reporting is based on the facts up to the date of theaudit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby Company as and when they fall due.

20. The Company has during the year spent the amount of CorporateSocial Responsibility as required under subsection (5) of Section 135 of the Act.Accordingly reporting under clause 3(xx) of the Order is not applicable to the Company.

21. The reporting under clause 3(xxi) of the Order is not applicable inrespect of audit of the Financial Statements. Accordingly no comment in respect of thesaid clause has been included in this report.

Annexure B to the Independent Auditor?s Report of even date onthe Financial Statements of EMPIRE INDUSTRIES LIMITED

Report on the Internal Financial Controls with reference to theaforesaid Financial Statement under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act 2013 ("the Act")

(Referred to in the paragraph 2(A)(f) under ‘Report on other Legaland Regulatory Requirement? section of our report of even date)

We have audited the internal financial controls with reference tofinancial statements of the Empire Industries Limited (‘the Company") as ofMarch 31st 2022 in conjunction with our audit of the financial statements ofthe Company for the year ended on that date.

Management?s Responsibility for Internal Financial Controls

The Company?s management and the board of directors areresponsible for establishing and maintaining internal financial controls based on"the internal financial control with reference to financial statement criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note". These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany?s policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors? Responsibility

Our responsibility is to express an opinion on the Company?sinternal financial controls over financial reporting of the Company based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls with reference to financial statements. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to financial statements were established and maintainedand if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor?s judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company?s internalfinancial controls system with reference to financial statements

Meaning of Internal Financial Controls over Financial Reporting

A company?s internal financial control with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company?s internalfinancial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company?s assetsthat could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial control with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as atMarch 312022 based on the criteria for internal financial control with reference tofinancial statements established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.

For A.T. Jain & Co.
Chartered Accountants
Firm?s Registration No.103886W
S. T. Jain
Place: Mumbai Partner
Date: 25th May 2022 Membership no. 033809 UDIN: 22033809AMEUXL1673

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