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Amba Enterprises Ltd.

BSE: 539196 Sector: Engineering
NSE: N.A. ISIN Code: INE829P01020
BSE LIVE 14:55 | 02 Dec 92.75 4.40
(4.98%)
OPEN

83.95

HIGH

92.75

LOW

83.95

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 83.95
PREVIOUS CLOSE 88.35
VOLUME 9775
52-Week high 226.55
52-Week low 65.92
P/E 114.51
Mkt Cap.(Rs cr) 117.42
Buy Price 92.75
Buy Qty 198.00
Sell Price 0.00
Sell Qty 0.00
OPEN 83.95
CLOSE 88.35
VOLUME 9775
52-Week high 226.55
52-Week low 65.92
P/E 114.51
Mkt Cap.(Rs cr) 117.42
Buy Price 92.75
Buy Qty 198.00
Sell Price 0.00
Sell Qty 0.00

Amba Enterprises Ltd. (AMBAENTERPRISES) - Director Report

Company director report

To

The Members

The Directors of the Company take pleasure in presenting their 23rd AnnualReport together with the annual audited financial statements for the financial year endedMarch 31 2015.

Financial Results

The summary of the Company’s financial performance for the financial year 2014-15as compared to the previous financial year 2013-14 is given below:

Particulars Year Ended Year Ended
31/03/2015 31/03/2014
Total Revenue 90828308 69688904
Profit before Dep. & Int. 12200782 7987982
Depreciation 675965 696679
Interest 106047 195678
Profit after Depreciation & Interest 11418770 7095625
Provision for Taxation 2320172 2327000
Provision for Tax (deferred) (35553) 48900
Profit after Tax 9134151 4719725
Balance brought forward from previous year 18828942 15109217
Adjustment of Depreciation on account of transitional provision of schedule II of Companies Act 2013 (32042) -
Add-MAT Entitlement 551260 -
Balance Available for Appropriation 28482311 19828942
Less-Transfer to General Reserve 2000000 1000000
Balance carried to Balance Sheet 26482311 18828942

Highlights

During the year your company has diversified its business into lamination and stampingfor rotating machines. During the year your company has income of Rs. 90828308including other income as compared to Rs. 69688904 in the previous year. The Net Profitafter tax was Rs. 11418770 against the Net Profit of Rs. 7095625 in the previousyear.

Dividend

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and do not recommend any dividend for the year under review.

Deposits

Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014.

Board of Directors

During the year 2014-2015 the Management of the Company has changed Mr. Yogesh Kothariand Ms. Sarika Khandre was appointed as the Additional Director of the company inIndependent Category w.e.f 30/09/2014 appointment as a Directors.

All Independent Directors have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

Declarations Given By Independent Directors

All the Non-Executive and Independent Directors have confirmed to the Board that theyqualify to be considered as independent as per the definition of ‘IndependentDirector’ stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of theListing Agreement. These confirmations have been placed before and noted by the Board.

Policies On Directors’ Appointment And Remuneration

The policies of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended asAnnexure I (a) & I (b) to this Report.

Evaluation Of Board Of Directors

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement theNomination and Remuneration Committee of the Board carried out the annual evaluation ofthe performance of the Board as a whole the Directors individually as well as of variousCommittees of the Board. The performance evaluation of the Independent Directors wascarried out by the Nomination and Remuneration Committee and noted in turn by the Board.

Board Committees

Your Company has following Committees of Board viz

1. Audit Committee

2. Stakeholders’ Relationship Committee 3. Nomination and Remuneration Committee

Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance’ formingpart of the Annual Report.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors’ Responsibility Statement your Directors herebyconfirm that:

in the preparation of the annual accounts the applicable accounting standards havebeen followed;

appropriate accounting policies have been selected and applied consistently andestimates and judgments made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;

the annual accounts have been prepared on a going concern basis; and

proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Auditors

Statutory Auditors

The Company Auditors M/s. U. D. Kachare & Co. Chartered Accountants retire atthe conclusion of the forthcoming Annual General Meeting and are eligible forre-appointment.

Pursuant to the provisions of Section 139 of the Companies Act 2013 (‘theAct’) read with Rule 6 of the Companies (Audit and Auditors) Rules 2014 the AuditCommittee and the Board have recommended their re-appointment as Auditors of the Companyfrom the conclusion of the forthcoming Annual General Meeting till the conclusion of thenext Annual General Meeting of the Company.

The Company has received a written consent to such appointment from M/s. U. D. Kachare& Co. Chartered Accountants and a certificate that the appointment if made shallbe in accordance with the criteria as specified in Section 141 of the Act. As requiredunder Clause 49 of the Listing Agreement the Auditors have also confirmed that they holda valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. SARK & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2014-2015. The Report of theSecretarial Auditor is annexed herewith as Annexure II and forms an integral part of thisReport.

Risk Management And Internal Controls

The Company has a well-defined risk management framework in place. The details of therisks faced by the Company and the mitigation thereof are discussed in detail in theManagement Discussion and Analysis report that forms part of the Annual Report.

Reports on Corporate Governance and Management Discussion & Analysis

The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under Clause 49 of the Listing Agreement form part of theAnnual Report. The certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance is annexed to the Corporate Governance Report.

Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure III.

Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure IV.

Board meetings

The Board meets at regular intervals to discuss and decide on the Company’spolicies and strategy apart from other Board matters.

During the financial year 2014-15 board meetings were held on May 26 2014 August 92014 September 5 2014 October 30 2014 November 11 2014 December 15 2014February07 2015 The gap between the two board meetings did not exceed 120 days.

Extract of Annual Return

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure IV.

Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with Companies’(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company.

Listing Of Shares Of The Company

The Equity Shares of your Company continue to remain listed on Bombay Stock ExchangeLtd.

The Company has paid the listing fees as payable to the BSE Ltd. for the financial year2015-16 on time.

Vigil Mechanism/Whistle Blower Policy

The Company has not established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report.

During the financial year 2014-15 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ associates.

Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace

The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

During the financial year 2014-15 no cases in the nature of sexual harassment werereported at our workplace of the company.

Management Discussion and Analysis Report

Further a separate Management Discussion and Analysis Report covering a wide range ofissues relating to Industry Trends Company Performance SWOT analysis Corporate ProcessBusiness Outlook among others is annexed to this Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

The Chief Executive Officer and Chief Financial Officer Certification as required underClause 49 of the Listing Agreements and Chief Executive Officer declaration about the Codeof Conduct is Annexed to this Report.

Acknowledgements

The Directors express their sincere gratitude to the BSE Limited National StockExchange of India Limited Ministry of Finance Ministry of Corporate Affairs Registrarof Companies National Securities Depository Limited other government and regulatoryauthorities financial institutions and the bankers of the company for their ongoingsupport.

The Directors also place on record their sincere appreciation for the continued supportextended by the Company’s stakeholders and trust reposed by them in the Company. TheDirectors sincerely appreciate the commitment displayed by the employees of the Companyresulting in satisfactory performance during the year.

On behalf of the Board of Directors

Sd/-
Ketan Mehta
(Managing Director)
(Din No. 01238700)
Date: 14/08/2014
Place: Mumbai

Annexure to Directors’ Report

Annexure -I (a)

Policy On Selection And Appointment Of Directors

Objective:

Pursuant to the provisions of Section 178 of the Companies Act 2013 (the Act) theNomination and Remuneration Committee of a company is required to formulate the criteriafor determining the qualifications positive attributes and independence of a directorproposed to be appointed as an director on the board of the company.

This Policy document records the criteria for selection and appointment of directors onthe Board of the Company.

Scope:

This Policy is applicable to selection and appointment of Directors on the Board of theCompany.

Criteria for selection of Directors:

The Nomination and Remuneration Committee (‘the Committee’) of the Board ofthe Company to keep the following criteria in mind while assessing the suitability of anindividual as a director on the Board of the Company:

Demonstration of independence integrity high personal and professional ethics;

Ability and willingness to commit sufficient time to the responsibilities as aBoard member; Understanding of the Company’s/Group’s business and relatedindustry; General understanding of marketing finance and other disciplines relevant tothe business of the Company/ Group; Educational and professional background –professional qualification and/or experience of having run a business at senior managementand decision making level; Age giving sufficient experience as well as length of serviceavailable; Ability to assessment the conflict of interest if any; Personalaccomplishments and ability to influence decisions

The above are the broad parameters for assessing the candidate’s suitability. TheCommittee has the discretion to apply additional or different criteria as it may deem fit.

The Committee may also consider the contributions that a board candidate can beexpected to make to the collective functioning of the Board based upon the totality of thecandidate’s credentials experience and expertise the composition of the Board atthe time and other relevant circumstances.

The Committee will also keep in mind regulatory requirements in this regard. Forexample a person cannot serve on more than seven public listed company boards in additionto the Company. Also a person who serves as the Managing Director/ Chief Executive Officer(or equivalent position) of any company cannot serve on the Board of more than threeadditional public listed companies.

The Company may appoint or re-appoint any person as the Managing Director and/orWhole-time Director for a term not exceeding five years at a time. Further they shall notbe reappointed earlier than one year before the expiry of their term.

An Independent Director can hold office for a term up to five consecutive years on theBoard of the Company and he is eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.

No Independent Director can hold office for more than two consecutive terms of fiveyears but such Independent Director is eligible for appointment after expiry of threeyears of ceasing to become an Independent Director. Provided that an Independent Directorshall not during the said period of three years be appointed in or be associated withthe Company in any other capacity either directly or indirectly.

Persons to be considered for appointment as directors are selected by the Nominationand Remuneration Committee in accordance with the policies and principles above and underthe Act and the Listing Agreement. The invitation to join the Board may be extended by theChairman of the Board.

Annexure -I (b)

Policy on Performance Evaluation and Remuneration of the Directors:

Scope:

All members of the Board of Directors

Objective:

To assist in the process of assessing the participation and contribution in theBoard level deliberations by the directors of the company To monitor and evaluate theattainment of the Board objectives To provide the Directors an opportunity to reflect onand assess their areas of strength and development

Criteria for determination of Remuneration of Directors:

The Non-executive Directors and Independent Directors will receive remuneration by wayof sitting fees for attending meetings of the Board and/or Committee thereof as decidedby the Board from time to time subject to the limits specified under the Companies Act2013 (the Act) including any amendments thereto. In addition to the sitting fees theNon-executive and Independent Directors may also be paid commission as may be determinedby the Board subject to the limits specified under the Act.

The remuneration of Non-executive Directors and Independent Directors will be governedby the role assumed number of meetings of the Board and the committees thereof attendedby the directors the position held by them as the Chairman and member of the committeesof the Board and overall contribution to the business. Besides these the determination ofremuneration of independent directors will also depend on the external competitiveenvironment track record individual performance of the directors and performance of theCompany as well as the industry standards.

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