Empire Spices and Foods Limited Unlisted Shares

Annual Report Summary

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.