Empire Spices and Foods Limited Unlisted Shares Annual Reports

Empire Spices and Foods Limited Unlisted Shares

Empire Spices & Foods Ltd. 30th Annual Report 2023-24 Summary: **Company Overview:** Empire Spices and Foods Ltd. is a public limited company (CIN: U15100MH1994PLC080772), incorporated on September 2, 1994, engaged in manufacturing and trading spices and food products. The company's vision is to be "The Company" providing convenience and taste enhancement for enjoyable and palatable food. Their mission is to grow together and delight their customers, employees, shareholders, suppliers, and well-wishers by developing value for money products. The company values organizational structure and culture that promote employee involvement, open communication, teamwork, and professionalism. **Key Financial Highlights:** The company has earned revenue of ₹29,528.29 lakhs during the year, which has decreased by about 0.856% compared to the previous year's revenue. They earned a profit of ₹1,759.43 lakhs, which increased by about 1.02% compared to the previous year. While there was a marginal revenue decrease due to competition and climatic conditions, the company maintained profitability through cost control. The directors recommend a dividend of ₹1.50 per share. The board proposes transferring ₹25,00,000 to the General Reserve. **Annual General Meeting (AGM):** The 30th AGM will be held on Monday, September 30, 2024, at 12:30 PM via video conferencing (VC). Ordinary business includes adopting financial statements for the year ended March 31, 2024, declaring a dividend of ₹1.50 per equity share, appointing C.V. Chitale & Co. as statutory auditors for five years until the AGM of 2029, and reappointing Anand Hemant Rathi and Dnyaneshwar Murlidhar Bachhav as directors. Special business includes approving a power to borrow funds not exceeding ₹100 Crores and approving the sale of a manufacturing unit situated at Walunj, Aurangabad. **Board of Directors:** The board consists of Hemant Motilal Rathi (Chairman), Umesh Laxminarayan Rathi (Managing Director), Anand Hemant Rathi (Director), CA Sharad Deepchand Bedmutha (Non-Executive Director), Dnyaneshwar Murlidhar Bachhav (Director), Avinash Dattatreya Joshi (Independent Director), and Vilas Vishnu Shinde (Independent Director). Anand Hemant Rathi and Dnyaneshwar Murlidhar Bachhav are retiring and eligible for re-appointment. **Corporate Social Responsibility (CSR):** The company is required to spend at least ₹37,92,814 on CSR activities and has spent ₹67,76,000 during the year. The composition of the CSR committee includes Avinash Joshi (Chairman), Vilas Shinde, and CA Sharad Bedmutha as members. CSR activities included contributions to PM CARES Fund, Shree Panchvati Education Society, EK Koshish NGO, Bharat Vikas Parishad, Kamal Vishnu Jog Pratishthan, Vivekanand Rock Memorial and The Blind Welfare Organisation. **Auditor's Report:** The independent auditor's report expresses an opinion that the financial statements give a true and fair view. Key points from the report include: no pending litigations impacting the company's financial position, no long-term contracts with material foreseeable losses, and no delays in transferring amounts to the Investor Education and Protection Fund except for a minor amount due to a 61-day delay. The report also notes the Company has employed accounting software with audit trail features. **Risk Management & Other Disclosures:** The company is involved in grinding and processing spices, manufacturing papad, sauces, pickles & chutney, and is subject to the usual risks for this sector. The company has implemented an anti-sexual harassment policy as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. No complaints were received or disposed of during the year. **Financial Performance Details (Year Ended March 31, 2024):** * **Revenue:** Total revenue ₹29,528.29 Lakhs * **Profit Before Tax:** ₹1,759.43 Lakhs * **Profit After Tax:** ₹1,345.91 Lakhs * **Total Equity & Liabilities:** ₹17,992.80 Lakhs * **Total Assets:** ₹17,992.80 Lakhs * **Earnings per share:** ₹27.80 **Notes to Financial Statements:** * Auditor's Remuneration: Statutory Audit Fees ₹2.75 Lakhs, Tax Audit Fees ₹1.00 Lakhs, Certification & Other Services ₹0.28 Lakhs. * The Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards. * The company’s manufacturing software has audit trail feature. This summary captures all the major sections, pivotal concepts, critical data points, and major findings presented in the document, ensuring no omissions of significance.

Empire Spices and Foods Limited Unlisted Shares

Empire Spices & Foods Ltd. 29th Annual Report 2022-23 Summary: **Company Overview:** Empire Spices & Foods Ltd. aims to be 'The Company' to provide convenience and taste enhancement for making food enjoyable and palatable. Its mission is to grow together and delight its customers, employees, shareholders, suppliers, and well-wishers by developing value-for-money products. The company values employee involvement, open communication, teamwork and professionalism in every aspect of work. **Key Financial Highlights (Year Ended March 31, 2023):** * Total Sales and other income: ₹29,783.51 lakhs (20.20% increase from previous year) * Profit before Tax: ₹1,741.72 lakhs (decreased by approximately 10.81% compared to the previous year) * Profit after Tax: ₹1,368.55 lakhs * Dividend: Recommended ₹1.50 per share. * Transfer to General Reserve: ₹25,00,000/- **Ordinary Business at the Annual General Meeting (AGM):** 1. Adoption of Financial Statements: Adoption of audited financial statements for the year ended March 31, 2023. 2. Declaration of Dividend: Declaration of dividend on equity shares for the financial year ended March 31, 2023, at the rate of ₹1.50 per equity share of ₹10 each. 3. Reappointment of Shri. Hemant Motilal Rathi, Director Retiring by Rotation. 4. Reappointment of CA Sharad Deepchand Bedmutha, Director Retiring by Rotation. **Company Performance and Operations:** * Turnover increased due to higher sales prices; however, profit decreased due to increased raw material costs. * Planning to start production at a new factory in Malegaon and launch new products; R&D work is in progress. * Effects of COVID-19 pandemic were minimal and the company operated at a normal pace during the financial year. * Transferred ₹12,240/- of unclaimed dividend to IEPF for the year 2014-2015. * No change in share capital or nature of business. * No material changes or commitments affecting the financial position between the end of the financial year and the report date. * The Board met four times during the financial year. **Board of Directors and Committees:** * The Board consists of Executive, Non-Executive, and Independent Directors. * Hemant Motilal Rathi and CA Sharad Deepchand Bedmutha are retiring and eligible for reappointment. * Nomination and Remuneration Committee and Audit Committee were formed as per Companies Act provisions. Each committee met twice during the year. * CSR committee was constituted as per Section 135 of the Companies Act, 2013. It met twice during the year and it includes Avinash Joshi, Vilas Shinde and CA Sharad Bedmutha. * The Company has spent ₹34,50,000/- towards CSR activities. **Other Key Points:** * The company is compliant with Secretarial Standards issued by the Institute of Company Secretaries of India. * Expenses in foreign exchange were ₹3,65,668/-, and earnings were ₹. NIL. * The Company does not have any subsidiary, joint venture, or associated company. * Implemented risk management policies. * Has an anti-sexual harassment policy in compliance with the Sexual Harassment of Women at Workplace Act, 2013. No complaints were received or disposed of during the year. * Secretarial Audit Report (by CS Milind Gujar) states compliance with applicable statutory provisions. * The company has provided a loan as per Note 12 of Notes to Balance Sheet. The Company has made Non-current investments as mentioned in Note 11 of Notes to Balance Sheet. * All related party transactions were entered by the Company in the ordinary course of business and were on an arm's length basis. **Auditor's Report:** * C.V. Chitale & Co., Chartered Accountants, are the Statutory Auditors. * No qualifications, reservations, or adverse remarks were made by the Auditors. * The financial statements give a true and fair view of the company's state of affairs as of March 31, 2023. * There was a delay of 50 days in transferring amounts to the Investor Education and Protection Fund in one instance, where the due date was September 28, 2022 and the amount involved was Rs.12,240/- in case of dividend. * Internal financial controls with reference to the financial statements were operating effectively as at March 31, 2023. **Shareholding Pattern:** * Promoters hold approximately 80.08% of the company's shares. * Public shareholding is around 19.92%. **Financial Ratios:** The statement of Ratio Analysis provides a comparison between the current year (FY 2022-23) and the previous year (FY 2021-22) for key financial metrics. Ratios such as the Current Ratio, Debt Equity Ratio, Debt Service Coverage Ratio, Return on Equity Ratio, Inventory Turnover Ratio, Trade Receivables Turnover Ratio, Trade Payables Turnover Ratio, Net Capital Turnover Ratio, Net Profit Ratio, and Return on Capital Employed are analyzed. Significant variances between the two years are explained with contributing factors, providing insights into the company's financial performance and stability.

Empire Spices and Foods Limited Unlisted Shares

Empire Spices & Foods Ltd. - 28th Annual Report 2021-22 Vision: Empire Spices & Foods Ltd. aims to provide convenience and taste enhancement for making food enjoyable and palatable. Mission: To grow together and delight customers, employees, shareholders, suppliers and well-wishers by developing value-for-money products. Value Statement: To promote employee involvement, open communication, teamwork and professionalism in every aspect of work. Company & Shareholder Information: * Chairman: Mr. Hemant M. Rathi * Managing Director: Mr. Umesh L. Rathi * Directors: Mr. Sharad D. Bedmutha, Mr. Anand H. Rathi, Mr. Dnyaneshwar M. Bachhav * Independent Directors: Mr. Avinash D. Joshi, Mr. Vilas V. Shinde * Statutory Auditors: C.V.Chitale & Co., Chartered Accountants * Bankers: Axis Bank Ltd. * Annual General Meeting: 28th September 2022 at 12:00 Noon, Virtual Meet * Shareholders Services: contact@esfl.co.in * Registered Office: Mumbai * Corporate Office: Nashik * Website: www.esfl.co.in * CIN: U15100MH1994PLC080772 * Social Platforms: Facebook (RamBandhuOfficial), Twitter (RambandhuMasale) Financial Highlights: * Sales: Increased from ₹16,498 lakhs in 2017-18 to ₹24,755 lakhs in 2021-22. * Net Worth: Increased from ₹7,903 lakhs in 2017-18 to ₹6,943 lakhs in 2021-22. * Fixed Assets: Increased from ₹3,433 lakhs in 2017-18 to ₹7,770 lakhs in 2021-22. * Gross Profit: Increased from ₹5,069 lakhs in 2017-18 to ₹9,330 lakhs in 2021-22. Notice to the Members: * The 28th Annual General Meeting (AGM) will be held on September 28, 2022, via video conferencing. * Agenda includes adoption of financial statements, declaration of dividend (₹1.50 per equity share of ₹10), and reappointment of Mr. Umesh Laxminarayan Rathi as a Director. * Book Closure: September 17, 2022, to September 28, 2022. * Shares are available in DEMAT form. ISIN No. is INE041101010. * Members can attend the AGM through video conferencing via a specific link. * In compliance with MCA Circulars, the AGM will be held without the physical presence of members. Director's Report: * The company's revenue increased by about 3.32% to ₹24,777.62 lakhs. * Profit decreased by about 2.10% to ₹1,952.87 lakhs. * A dividend of ₹1.50 per share is recommended. * ₹25,00,000 is proposed to be transferred to the General Reserve. * ₹18,720 was transferred to IEPF (Investor Education and Protection Fund) for unclaimed dividend of 2013-2014. * There is no change in share capital or nature of business. * No material changes affected the financial position. * The Board met seven times during the year. * The Board consists of Chairman Hemant Motilal Rathi, Managing Director Umesh Laxminarayan Rathi, and other directors. * Mr. Umesh Laxminarayan Rathi is retiring and eligible for reappointment. * The company has a Nomination and Remuneration Committee. * The company has an Audit Committee. * The Directors confirm adherence to accounting standards and proper maintenance of records. * No employee received remuneration exceeding the limit as stated in Rule 5(2). * The company provided a loan as per Note 12, and has non-current investments per Note 11. * All related party transactions are at arm's length. * Energy conservation efforts are ongoing, and indigenous technology is used. * Foreign exchange earnings: ₹5,34,418. * The company is required to implement CSR initiatives, but has not spent the required 2% of average net profit. ₹5,84,000 was spent as Contribution to VIKLANG PUNARVASN KENDRA Trust. * There were no qualifications in the Auditor's report. * The company does not have any subsidiary or joint venture. * The company has implemented risk management policies. * The company has an anti-sexual harassment policy. * The company acknowledges support from bankers, government authorities, customers, suppliers, and employees. Form No. MGT 9 (Extract of Annual Return): * Principal business activities include grinding and processing of spices (47.10% of turnover) and manufacturing of papad and similar food products (21.50% of turnover). * The shareholding pattern shows promoter holding at 79.57% at the beginning of the year and 80.03% at the end of the year. * Top shareholders include Hemant Motilal Rathi and Umesh Laxminarayan Rathi. * Indebtedness includes Secured Loans and Unsecured Loans. * Directors' remuneration details are provided. * There were no penalties or punishments. Independent Auditor's Report: * The financial statements give a true and fair view of the company's affairs. * The audit was conducted in accordance with Standards on Auditing. * The Board of Directors is responsible for the financial statements' preparation. * The auditor's responsibilities include expressing an opinion on the financial statements. * A statement on compliance with ethical requirements regarding independence has been provided. * A statement on the matters specified in paragraphs 3 and 4 of the Order has been provided. * There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Company, except during the year in one instance, there was a delay of 108 days where the due date was September 29, 2021 and amount involved was Rs.18,720/-. * The remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder. Auditor's Annexure 'A': * Proper records of tangible and intangible assets are maintained. * Physical verification of assets was conducted, and no material discrepancies were found. * The company has not revalued its assets. * The company has been sanctioned working capital limits in excess of Rs.5 crores in aggregate from Banks/financial institutions on the basis of security of current assets. Monthly returns / statements are filed with such Banks/financial institutions are in agreement with the books of account. * The company has not made any investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. * The company has not granted any loan to any of its directors or to any other person in whom the director is interested. * The company has not accepted any deposit or amounts which are deemed to be deposits. * The provisions of sub-section (1) of section 148 of the Act are not applicable to the Company. * Undisputed statutory dues have generally been regularly deposited. * No transactions which are not accounted in the books of account have been surrendered or disclosed as income during the year in income tax assessment of the Company. * The company has not, prima fascie, defaulted in the repayment of loans or borrowings or in payment of interest thereon to any lender. * The company has not been declared wilful defaulter by any bank or financial institution or government or any government authority. * The company has not raised any money by way of initial public offer. * There have neither come across any instance of material fraud by the Company or on the Company. * Company is not a Nidhi Company. * Transactions with related parties are in compliance with section 177 and 188 of the Act. * The Company has an internal audit system commensurate with the size and nature of its business. * The Company has not entered into non-cash transactions with directors. * The Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934. * The company has not incurred cash losses in the current financial year and in the immediately preceding financial year. * There has been no resignation of the statutory auditor during the year. * There is of the opinion that no material uncertainty exists as on the date of audit report and the Company is capable of meeting its liabilities existing at the date of balance sheet. * Since the company is not undertaking ongoing projects of CSR Activities, provisions stated in clause 3(XX) of the order are not applicable. Auditor's Annexure 'B': * The company has internal financial controls with reference to the financial statements were operating effectively as at March 31, 2022, based on the internal control with reference to the financial statements criteria established by the Company considering the essential components of internal control. * The Company operates in a Single Segment i.e., Manufacturing of Spices and related food products.

Empire Spices and Foods Limited Unlisted Shares

Empire Spices & Foods Ltd. 27th Annual Report 2020-2021 Summary: Vision, Mission, and Value Statement: Empire Spices & Foods Ltd. aims to be the go-to company for convenient and flavorful food enhancements. Their mission is to achieve mutual growth and satisfaction for customers, employees, shareholders, suppliers, and well-wishers through value-for-money products. They prioritize employee involvement, open communication, teamwork, and professionalism. Products: Empire Spices & Foods offers a range of products, including "Ram Bandhu" brand papads, pickles, and Hing, as well as "Temptin" brand sauces, chutneys, and pastes. The company emphasizes the quality and taste of its products. Company & Shareholder Information: The Chairman is Mr. Hemant M. Rathi, and the Managing Director is Mr. Umesh L. Rathi. The Company’s registered office is in Mumbai, and its corporate office is in Nashik. The Annual General Meeting (AGM) was held on Wednesday, 29th September 2021, via virtual meet. Registered shareholders requiring assistance should contact contact@esfl.co.in. Financial Highlights: The report includes sales, net worth, fixed assets, and gross profit figures for the financial years 2016-17 to 2020-21, presented graphically. Notice to the Members: The notice announces the Twenty Seventh Annual General Meeting and outlines the business to be transacted, including adopting the financial statement for the year ended March 31, 2021, declaring a dividend, and appointing/re-appointing directors, specifically Shri. Anand Hemant Rathi and Shri. Dnyaneshwar Murlidhar Bachhav. It also covers the re-appointment of Mr. Avinash Joshi and Mr. Vilas Shinde as Independent Directors. The AGM would be conducted through video conferencing (VC) / other Audio Visual Means (OAVM). Notes on the AGM and Voting: The book closure for the final dividend was from September 18, 2021, to September 29, 2021. The company requested shareholders to convert their physical shares to DEMAT form and provided the ISIN No. as INE041101010. Due to the COVID-19 pandemic, physical attendance was not required, and the AGM would be held via VC/OAVM. Shareholders were encouraged to join using laptops/iPads and needed to use a camera and good internet speed. Director's Report: The Directors present the Twenty Seventh Annual Report covering the business and operation of the Company for the financial year ended 31st March, 2021. Financial Performance (Summary): The company's revenue increased by 31% to ₹23,983.38 lakhs. Profit before tax increased by 94% to ₹1,994.61 lakhs. The Directors recommend a dividend of ₹1.50 per share. The Board proposes to transfer ₹25,00,000/- to the General Reserve. Board Matters: The Board met 4 times in the financial year. Mr. Vilas Shinde & Mr. Avinash Joshi are the Independent Directors of the Company. The Nomination and Remuneration Committee and the Audit Committee met twice during the year. Director's Responsibility Statement: The directors confirmed that applicable accounting standards have been followed, proper care has been taken for maintaining accounting records, the annual accounts have been prepared on a going concern basis, internal financial controls are adequate and operating effectively, and proper systems are in place to ensure compliance with applicable laws. CSR Initiatives: The Company is required to spend 2% of its average net profit of previous 3 years on CSR activities and has spent ₹6,58,000/- on these activities during the year. Other Key Points: M/s. C.V. Chitale & Co., Chartered Accountants, were appointed as Statutory Auditor for 5 years. The Company has implemented certain risk mechanism policies. The Company has an anti-sexual harassment policy and an Internal Complaint Committee. Form No. MGT 9: Extract of Annual Return (key points) * CIN: U15100MH1994PLC080772 * Empire Spices & Foods Limited * Main business activities include grinding and processing of spices (45.96% of turnover), manufacture of papads (22.22%), manufacture of sauces (8.00%), and manufacture of pickles/chutneys (23.05%). * Shareholding Pattern: Promoters held 79.57% of shares, Public held 20.43%. * Details of top shareholders are provided. * Details of indebtedness, directors’ remuneration, and penalties are provided. Independent Auditor's Report: The financial statements provide a true and fair view of the Company's financial position as of March 31, 2021. The audit was conducted according to the standards on auditing specified under section 143 (10) of the Companies Act, 2013. The company has adequate internal financial controls system in place and the operating effectiveness of such controls. Annexure A to the Independent Auditor's Report: The Company maintains proper records of fixed assets, and physical verification is performed regularly. Financial Statements (Balance Sheet and Profit & Loss): The document includes the balance sheet, statement of profit and loss, and cash flow statement as of March 31, 2021, with comparative figures for the previous year. Notes to the financial statements provide additional details on various items. Notes Forming Part of Financial Statements: Include information about Accounting Policies and Corporate Information, significant accounting policies, details of share capital, reserves and surplus, long term borrowings, deferred tax liabilities, short term borrowings, trade payables, other current liabilities, provisions, property, plant and equipment, investments, inventories, trade receivables, cash and cash equivalents, revenue from operations, employee benefit expenses, finance costs, segment reporting and related party disclosures. A dividend of Rs.1.5 per share for the year ended 31st March, 2021 has been recommended.