MANAGEMENT DISCUSSION AND ANALYSIS
The Directors hereby present their Annual Report together with the Audited Accounts ofthe Company for the year ended March 31 2021.
1. FINANCIAL RESULTS:
|Particulars ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
| ||Amt. in Lakh ||Amt. in Lakh |
|Income: || || |
|Revenue from Operations ||49026.13 ||57475.87 |
|Other Income ||2333.13 ||1855.42 |
|Total Revenue ||51359.26 ||59331.29 |
|Expenditure || || |
|Cost of Materials Consumed ||14203.82 ||18201.13 |
|Cost of Project ||2042.03 ||1316.40 |
|Purchase of Stock-in-Trade ||4648.19 ||12918.14 |
|Changes in Inventories of Finished goods and Stock-in-Trade ||4157.75 ||(3913.78) |
|Employee Benefit Expenses ||9276.32 ||10454.09 |
|Finance Costs ||3484.83 ||3158.46 |
|Depreciation and Amortization Expenses ||1904.53 ||1498.44 |
|Other Expenses ||10372.17 ||11046.58 |
|Total Expenses ||50089.64 ||54679.46 |
|Profit/(Loss) before exceptional and tax ||1269.62 ||4651.83 |
|Exceptional items ||- ||628.44 |
|Profit / (Loss) before tax ||1269.62 ||4023.39 |
|Tax Expenses || || |
|(1)Current Tax ||65.42 ||476.72 |
|(2)Deferred Tax ||(116.59) ||129.04 |
| ||(51.17) ||605.76 |
|Profit after tax ||1320.79 ||3417.63 |
|Other comprehensive income || || |
|Items that will not be reclassified ||12.22 ||(10.67) |
|to profit or loss || || |
|Total comprehensive income for the period ||1333.01 ||3406.96 |
|Appropriated as under: || || |
|Proposed Dividend ||411.69 ||1500.00 |
|Tax on Dividend ||- ||308.33 |
|General Reserve ||921.32 ||1598.63 |
|Total amount appropriated ||1333.01 ||3406.96 |
|Earnings per equity share (for discontinued & continuing operations). || || |
|a)Basic ||22.01 ||56.96 |
|b)Diluted ||22.01 ||56.96 |
Your Directors are pleased to recommend a Dividend of Rs. 25/-per equity share of facevalue of Rs.10/- each for the year ended 31 March 2021 subject to the approval of theMembers at the Annual General Meeting on 29 September 2021.This will be paid on or after29 September 2021 to the Members whose names appear in the Register of Members as on theRecord Date i.e. Tuesday 21 September 2021. The total dividend for the financial yearwill absorb Rs. 411.69 Lakh (Previous Year Rs. 1500 Lakh) as the promoters along withtheir relatives and associates have given their consent to forego their rights to claimdividend if any recommended by the members of the Board and approved in the GeneralMeeting. The tax on distributed profits shall be payable by the members.
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 for India and abroad.
The division's fully automated plant produces more than 1.8 million glass bottles a daywith sizes ranging from 5ml to 650ml.
The plant is located at Vikhroli Mumbai. It boasts of a clientele of the bestmultinational pharmaceutical companies in India such as GlaxoSmithKline Pfizer LimitedMerck Limited Wardex Pharmaceuticals and Cipla Limited among others.
Despite the COVID-19 lockdown the division achieved a total turnover of Rs. 144.67crores. Out of the total turnover exports were Rs 27.78 crores.
There was an overall increase in profitability and this trend is expected to continuein the current year.
ii. EMPIRE MACHINE TOOLS - MCAT
(Metal Cutting & Allied Technologies)
This division has been badly affected by the COVID-19 pandemic along with theGovernment of India's announcement regarding a ban on Global Tenders with effect from15/05/2019.
Order booking and shipment were badly affected due to the slowdown in economic activityand a general restriction on movements.
Pending order backlog is good which will ensure that the year 2021-2022 is profitable.
The future depends on the relaxation of Government policies and the demand outlook.
The current focus is on private sector clients who seem to have a limited capacity forhigh value equipment.
Many cost cutting efforts are being done to minimize losses.
Moving forward the division expects business from the following sectors : WindmillEquipment Subcontractors Nuclear Power Generation equipment manufacturers RailwaysDefense Aerospace & Automobile including E-Vehicles.
iii. EMPIRE INDUSTRIAL EQUIPMENT
Empire industrial Equipment is in the business of sourcing capital equipment andundertaking related turn key jobs for the infrastructure sector like oil and gas steeland metallurgy ports and shipyards and construction and mining.
These services include local supply chain management inland transportation sitemanagement including civil foundation electrical cabling and erection &commissioning.
In the context of "Atmanirbhar" policies that have become dominant in theIndian scenario the division has been able to offer Indianised additions to the importsas required by the government directives.
It has largely achieved this by identifying competent Indian companies who undertakepart work in India including packaging and marrying them with principals abroad whotogether offer solutions to the Indian industry.
The division's role is mainly to facilitate this operation and to market these packagessuccessfully.
During the year under review due to COVID 19 the division's sales plummeted. Howevercosts were drastically kept down.
Many projects got delayed. The poor situation exasperated due to newly introducedgovernmental regulations which restricted imports to a great extent.
This aspect has now changed with the government relaxing most of the rules for the oiland gas sector. The steel and metallurgy sector still continues to be low on theinvestment front.
"Ports and shipyards" & construction and mining segment investments havebeen projected reasonably well for year 2021-22.
The division hopes to do well in the year 2021-22 despite the continuing pandemic.
iv. EMPIRE VENDING (GRABBIT )
Empire industries gifted a new avenue to the Indian retail industry by founding GrabbitPremium vending Services in the year 2006. Grabbit officially became the first entity tocreate a market for vending machines in India. It re-launched as Grabbit + in the year2014. It is a leader of vending in India. It has grown enormously over a decade and hasvending machines installed across all major metro cities of India.
The year 2020 started innocuously enough but soon took the shape of a disaster of epicproportions. What started as an epidemic in Wuhan China grew into a global pandemic andchanged our lives forever. The era of contactless exchanges had now become essential toour very survival. Grabbit+ launched several different machines to support the fightagainst COVID 19.
It launched completely touch less machines to PPE & sanitizer dispenser machines.Its entire operations were modified as per the prevention of covid-19 guidelines.
Grabbit+ also launched its own range of sanitizers that started gaining popularity incorporates housing societies and other niche market segments.
Innovation remains the hallmark of Grabbit's operations which are driven by itspassion for bringing quality and trendsetting vending services to its esteemed clients.
Having introduced some of the best-in-class vending machines including the Crane MediaVending Machine it has presented yet another revolutionary concept that seeks totransform vending services in the Indian industry and bring an unseen level ofconvenience in retail - Grabbit CAFE - A Complete Automated Solution.
Conceptualized and designed by Grabbit CAFE is a smart blend of hi-tech vendingmachines from Crane merchandising systems USA and Necta Italy. It is an innovativevending solution presenting a combination of leading global technology and aestheticappeal exclusively designed to enhance the appearance of the cafe area in your workplace.
Along with the corporate market Grabbit+ has diversified into new market segments likehousing societies and hostels that are gaining popularity.
It is its constant endeavor to identify new ways of offering better value to itscustomers while maintaining consistency in the quality of its existing products andservices.
Simultaneously the division continues to augment its repertoire of products andenhance its overall network.
v. EMPIRE FOODS
The Empire foods division imports various types of frozen food from all over the worldand sells to leading hotels restaurants and caterers in the country.
The year under review was challenging for the hospitality sector because hotels &restaurants were closed for most of the year. The markets had started to reopen fromJanuary 2021 onwards but the lockdown following the second wave brought back lots ofrestrictions in the Hospitality sector.
Under these circumstances the division explored the retail markets to increase sales.
During the current year as the vaccination process is going on the division hopes thatthe Hospitality sector will reopen soon and business will restart at previous levels.
It also plans to further develop its business in Retail chains across the country.
vi. 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 HDFC Bank ZeeEntertainment ICICI Bank CNBCTV18 TUL and others.
Its IT Park at Vikhroli Mumbai consists of 2 buildings - Empire Plaza 1 and EmpirePlaza 2. Both buildings are 100% occupied. Its Commercial space at Empire Complex locatedin Lower Parel Mumbai is currently 50% occupied.
Empire Industrial Centrum
The Empire Industrial Centrum is being developed on a 35-Acre property in Ambernath.The project started in the year 2014 -2015 after obtaining all the necessary GovernmentApprovals.
The division has registered its project with RERA for Phase-1-
4. Out of which it delivered Phase-1 after receiving occupation certificates from MIDCfor all the 5 buildings (3 residential and 2 industrial buildings).
Phase-2 comprises of 1 residential building that is near completion. Phase-3 comprisedof 2 residential buildings. Phase-4 comprises of 1 Industrial building that is underconstruction.
Accolades received by the Company in FY 21 from Real Estate & Infrastructure Icons2020 were " Iconic Industrial Spaces for MSME's - MMR " and "Iconic WorldClass Amenities Beyond Thane" reflecting its commitment towards being amongst thebest real estate companies.
The current financial year turned productive for this division as there is an upcomingrailway station adjacent to the plot that would be huge value addition to customers.
As the said property is being developed in phases this development will strengthen theCompany's performance in the coming years and create strong and enduring value for all itsstakeholders.
The Empire Business Centre (TEBC)
The Empire Business Centre offers fully furnished and built to suit servicedoffice spaces in Mumbai India.
The Empire Business Centre (TEBC) is known for its high level of customer satisfactionloyalty and well-appointed contemporary office interiors.
They have had and continue to enjoy the patronage of multinationals SME's and growingorganizations including self-employed professionals.
The products on offer include office space virtual offices meeting rooms and lounge /co-working spaces.
TEBC has seen a high level of client renewals and repeat clients. The centres commandthe best prices in their market segments.
Apart from its clients the division enjoys excellent rapport with the brokerfraternity both international and local.
It has also augmented its digital presence to serve the online customer.
4. CAPITAL EXPENDITURE
The major Capital Expenditure is on account of Plant & Machinery (Rs. 428.12 Lakh)Capital Work-in-Progress (Rs. 817.11 Lakh) Vehicles (Rs. 45.92 Lakh) Office Equipment(Rs. 76.47 Lakh) Furniture & fixtures (Rs. 14.97 Lakh) and Software (Rs. 29.04 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 as Annexure -A.The Annual Return of the Company has been placed onthe website of the Company and can be accessed athttp://www.empiremumbai.com/AnnualReport.zip.
6. NUMBER OF MEETINGS OF THE BOARD
During the year Four Board Meetings and Four Audit Committee Meetings were convened andheld. The details of Board and Committee meetings are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe 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 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures.
(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at March 31 2021 andof 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 thisAct for safeguarding the assets of the company and for preventing and detecting fraud andother 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 wereoperating effectively.
"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
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe Listing Regulations.
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 her secretarial 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 2015 and the Listing Agreement with the Stock Exchange aseparate section on corporate governance practices followed by the Company together witha certificate from the Company's Auditor/Practising Company Secretary confirmingcompliance forms an integral part of this Report.
The Institute of Company Secretaries of India has mandated compliance with theSecretarial Standards on Board Meetings and General Meetings. During the year underreview the Company has complied with the applicable Secretarial Standards.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons who may have a potentialconflict with the interest of the Company at large. All Related Party Transactions areplaced before the Audit Committee which has been reviewed by it and approved by theBoard. Prior omnibus approval of the Audit Committee is obtained on an annual basis forthe transactions which are of a foreseen and repetitive nature and also been done atarms length basis. 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-a-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 (Accounts) Rules 2014 relating to the foregoing matters is given in the Annexure- B 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)
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 reportas
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. BUSINESS RESPONSIBILITY REPORT
The 'Business Responsibility Report' (BRR) of your Company for the year 2020-21forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
19. TRANSFER OF SHARES/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.
As per provisions of Section 125(6) of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("the Rules") notified by the Ministry of Corporate Affairs effective fromSeptember 7 2016 the Company is required to transfer all shares in respect of whichdividend has not been paid or claimed by the shareholders for seven consecutive years ormore in the name of Investor Education and Protection Fund (IEPF) Suspense Accountestablished by the Central Government. Accordingly the Company has transferred shares toIEPF Authority.
20. 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.
21. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder the Company hasconstituted Internal Committees (IC). While maintaining the highest governance norms theCompany has appointed external independent persons who have done work in this area andhave requisite experience in handling such matters. During the year no complaint withallegations of sexual harassment was received by the Company. In order to build awarenessin this area the Company has been conducting programmes in the organisation on acontinuous basis.
22. 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 are annexed to thisreport marked as Annexure -D.
The statement containing names of top ten employees in terms of remuneration drawnandthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure forming part of this report. Further thereport and the accounts are being sent to the Members excluding the aforesaid annexure. Interms of Section 136 of the Act the said annexure is open for inspection and Any Memberinterested in obtaining a copy of thesame may write to the Company Secretary.
23. 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.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Dileep Malhotra having Director Identification Number00027168 retire by rotation at this Annual General Meeting and being eligible offerhimself for re-appointment.
Mr. Rajbir Singh (DIN : 00826402) Independent Non-Executive Director of the Companywhose term expires at this Annual General Meeting and has given his consent forre-appointment as an Independent Non-Executive Director of the Company to hold office forsecond term of five consecutive years with effect from the conclusion of 120 AnnualGeneral Meeting to the conclusion of 125 Annual General Meeting of the Company.
25. 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.
26. DETAILS RELATING TO FIXED DEPOSITS
The details relating to deposits covered under Chapter V of the Act
(a) Accepted during the year : Rs. 1571.95 Lakh.
(b) Remained unpaid or unclaimed as at the end of the year :
< . 442.60 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
Deposits received from Directors amounting to Rs. 882.00 Lakhs which are exemptedborrowings and not covered under sections 73 to 76 of the Companies Act 2013 as amendedfrom time to time.
27. 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.
28. 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.
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.
M/s. A. T. Jain & Co. Chartered Accountants (Firm Registration No.103886W) wereappointed as Statutory Auditors of the Company at the Annual General Meeting heldon 27 July 2017 for a term of five consecutive years. As per the provisions of Section139 of the Companies Act 2013 the appointment of Auditors is required to be ratified byMembers at every Annual General Meeting.
31. 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 2021-2022 on a remuneration of Rs.150000/-. 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 theNotice convening the Annual General Meeting.
On Behalf of the Board of Directors
| ||S. C. MALHOTRA |
|Place : Mumbai ||Chairman |
|Date : June 23 2021 _ ||DIN: 00026704 |