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Amba Enterprises Ltd.

BSE: 539196 Sector: Engineering
NSE: N.A. ISIN Code: INE829P01020
BSE 00:00 | 20 Apr 26.35 0.55
(2.13%)
OPEN

24.55

HIGH

27.00

LOW

24.55

NSE 05:30 | 01 Jan Amba Enterprises Ltd
OPEN 24.55
PREVIOUS CLOSE 25.80
VOLUME 23938
52-Week high 167.00
52-Week low 24.55
P/E 26.35
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 24.55
CLOSE 25.80
VOLUME 23938
52-Week high 167.00
52-Week low 24.55
P/E 26.35
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
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 25th AnnualReport together with the annual audited financial statements for the financial year endedMarch 31 2017.

FINANCIAL RESULTS:

The summary of the Company's financial performance for the financial year 2016-17 ascompared to the previous financial year 2015-16 is given below:

Particulars Year Ended 31/03/2017 Year Ended 31/03/2016
Total Revenue 484603500 148512479
Profit before Dep. & Financial cost 17447244 11831670
Depreciation & Amortization 738351 656653
Financial Cost 245543 15535
Profit after Depreciation & Financial cost 16463350 11159482
Provision for Taxation 5243190 3033000
Provision for Tax (deferred) 34965 36616
Profit after Tax 11185195 8089866
Balance brought forward from previous year 34572177 26482311
Balance Available for Appropriation 45757372 34572177
Less: Dividend 2015-16 3165120 -
Less: Dividend Distribution Tax 644345 -
Less: Interim Dividend 1899072 -
Less: Dividend Distribution Tax (interim Dividend) 386626 -
Less: short Provision of Income Tax 9425 -
Less- Transfer to General Reserve 1000000 -
Balance carried to Balance Sheet 38652784 34572177

HIGHLIGHTS ON COMPANY PERFORMANCE:

During the year Company has earned income of Rs.484603500/- for the year 2016-2017including other income as compared to Rs. 148512479/- in the previous year. The NetProfit after tax was Rs 11185195/- for the year 2016-2017 against the Net Profit of Rs.8089866/- in the previous year.

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. However theCompany had declared interim dividend of 3% per share on 22nd March 2017.

SHARE CAPITAL:

The paid up share capital of the Company as on 31st March 2017 was Rs.63302400/- as against Rs.52752000/- for the year ended 31st March 2016.The Company had made split of Shares of Face value of Rs.10 /- to Rs.5/- per share on 7thMay 2016 followed by bonus issue on 11th August 2016 in the ratio of 1:5.

TRASNFER TO RESERVES

The Company had transferred to reserves Rs. 1000000 pursuant to interim dividenddeclared on 22nd March 2017.

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.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The particulars of loans guarantees and investments have been disclosed in theFinancial Statement.

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 IV

BOARD OF DIRECTORS:

The Board of Directors of the Company is duly constituted as per the provisions of theCompanies Act 2013 & applicable provisions rules & regulations of SEBI (LODR)Regulations 2015. During the year 2016-17 Mr. Dhir Haresh Mehta and Atul Mohan Thakkarwere appointed as Additional Directors with effect from 17.06.2016.They were furtherdesignated as Independent Directors up to 31.3.2020 not liable to retire by rotation videthe Annual General Meeting of the Company held on 25.7.2016.

DECLARATIONS GIVEN BY INDEPENDENT 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 Section 149 (6) of the Companies Act 2013 and Regulation16 (1) (b) of the SEBI (LODR) Regulations 2015.

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 forms part ofCorporate Governance Report .

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 read with rules issuedthereunder Regulation 17(10) of the Listing Regulations and guidance note issued by SEBIthe Independent Directors of the Board carried out the annual evaluation of theperformance 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' forming partof the Annual Report.

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 I

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 hereby confirmthat:

> in the preparation of the annual accounts the applicable accounting standardshave been 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

As per provision of Section 139 of Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 an Audit Firm functioning as Auditor for period of 10 years or moreafter the commencement of provisions of Section 139 of the Act may be appointed asAuditor in the same Company for further period of 3 years from April 1 2014. M/s U DKachare & Co.Chartered Accountants the retiring Auditors have completed themaximum tenure as Statutory Auditors of the Company as provided under the Companies

Act 2013 and relevant Rules thereunder. Consequently The Board of Directors onrecommendation of Audit Committee has appointed M/s. Anil Gala & Associates CharteredAccountants (Firm Registration No. 126344 W) as Statutory Auditors for the period of 5years from conclusion of this Annual General Meeting till the conclusion of Annual GeneralMeeting to be held in year 2022.

The Board of Directors on the recommendation of the Audit Committee has approved andrecommended to the Members the appointment of M/s. Anil Gala & Associates CharteredAccountants (Firm Registration No. 126344 W) who have given a written consent to act asStatutory Auditors of your Company and have also confirmed that the said appointment wouldbe in conformity with the provisions of sections 139 and 141 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014.The appointment of M/s. Anil Gala& Associates Chartered Accountants (Firm Registration No. 126344W ) as StatutoryAuditors of the Company in place of retiring Auditors M/s U D Kachare & AssociatesChartered Accountants at the ensuing Annual General Meeting for a period of 5 years fromconclusion of this Annual General Meeting until Conclusion of Annual General Meeting to beheld in year 2022 and fix the remuneration.

> 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 2016-17.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 regulation 34 of the SEBI( LODR) Regulations2015formspart of the Annual Report. The certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is annexed to the CorporateGovernance Report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION :

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company in advance.

BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on the Company's policiesand strategy apart from other Board matters.

During the financial year 2016-17 board meetings were held on 7.5.2016 30.5.201617.06.2016 11.08.2016 29.09.2016 24.10.2016 11.11.2016 13.02.2017 and 22.03.2017.The gap between the two board meetings did not exceed 120 days.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details relating to nature of activities which are being carried on by the Companythe particulars 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 as follows:

CONSERVATION OF ENERGY

Power & Fuel Consumption

Sr. No. Particulars Current Year 2016-17 Previous Year 2015-16
1 Electricity Units KWH (Lakhs) 12763 18471
2 Value in Rs. ( Lakhs) 117310 159890

Consumption per unit of production

Sr.

No.

Particulars Current Year 2016-17 Previous Year 2015-16
1 Cost per Unit (Rs.) 0.16 0.27
2 Consumption per ton of Production (Rs.) 160 273

RESEARCH & DEVELOPMENT:

During the year the board of Director has not conducted any Research & Developmentactivity.

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:

Efforts are being made towards Technology adaption and innovation. The Company atpresent does not have any formal technical collaboration.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Sr. No. Particulars Current Year 2016-17 Previous Year 2015-16
1 Foreign Exchange Earning - -
2 Foreign Exchange Outgoings 7089260.37 16552519.18

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 year2016-17 on time.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has 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 2016-17 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 2016-17 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.

ACKNOWLEDGEMENTS:

The Directors express their sincere gratitude to the BSE Limited Ministry of FinanceMinistry of Corporate Affairs Registrar of Companies National Securities DepositoryLimited other government and regulatory authorities financial institutions and thebankers of the company for their ongoing support.

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:01238700

Date: 22.08.2017

Place: Mumbai.