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Ambar Protein Industries Ltd.

BSE: 519471 Sector: Industrials
NSE: N.A. ISIN Code: INE072V01017
BSE 05:30 | 01 Jan Ambar Protein Industries Ltd
NSE 05:30 | 01 Jan Ambar Protein Industries Ltd

Ambar Protein Industries Ltd. (AMBARPROTEIN) - Director Report

Company director report

To

The Members

Ambar Protein Industries Limited Changodar Sarkhej-Bavla highway Dist. Ahmedabad

Your Directors have pleasure in submitting their 24th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2017.

FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previousyear's figures is given here under

PERTICULARS FOR THE YEAR ENDED ON 31.03.2017 FOR THE YEAR ENDED ON 31.03.2016
Income from Business Operations 19524.23 16846.53
Other Income 85.62 23.24
Total Income 19609.89 16869.77
Profit before Depreciation 270.79 159.714
Less Depreciation 20.50 22.444
Profit after depreciation and Interest 250.29 137.27
Less Current Income Tax 79.39 50.16
Net Profit after Tax 170.89 87.11
Balance carried to Balance Sheet 102.42 (68.48)

REVIEW OF BUSINESS OPERATIONS & STATE OF AFFAIRS:

The income from operations increased to 19524.23 lacs from 16846.53 lacs in theprevious year.Net Profit for the year increased from 87.11 lacs to 170.89 lacs in thecurrent year

During the year your company has refined 23026.12 MT of cotton seed oil (previous year22792.67 MT) in its refinery. Company also purchased & packed 2781.617 MT RefinedCottonseed Groundnut Oil Refined Sunflower Refined Maize Oil and Soybean Oil forresale.

DIVIDEND:

In view of expansion of business activity your Directors do not recommend any dividendfor the year ended 31st March2017.

SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March 2017 was 575.00 Lacs. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.

AMOUNTS TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount to GeneralReserve of the company. The Company earned net profit of Rs. 170.89 Lacs which has beentransferred to surplus in the statement of profit and loss account. Thus total reserve andsurplus stood Rs. 102.42 Lacs at the end of the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

DEPOSITS:

The Company has neither invited nor accepted any deposits within the meaning of Section73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 fromthe public during the year ended March 31 2017. There were no unclaimed or unpaiddeposits as on March 31 2017.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEAND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules

2014 is furnished in Annexure "A" and is attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY:

The Company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

AUDITORS:

A. STATUTORY AUDITOR:

Mr Dhaval K Shah Chartered Accountant Ahmedabad retire at the ensuing Annual GeneralMeeting and being eligible; offer themselves for reappointment for a period of two yearsfrom the conclusion of this Annual General Meeting [AGM] till the conclusion of 26th AGM.They have confirmed their eligibility to the effect that their reappointment if madewould be within the prescribed limits under the Act and that they are not disqualified forreappointment.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.

B. SECRETARIAL AUDITOR:

The Board of Directors of the Company under casual vacancy appoint M/s. KhandelwalDevesh & Associates Practicing Company Secretary Ahmedabad on 30th May2017 to conduct Secretarial Audit for the F.Y. 2016-17 due to sad demise of Mr. R. S.Sharma proprietor of M/s. R. S. Sharma & Associates Practicing Company Secretary

Ahmedabad. The Secretarial Audit Report of M/s. Khandelwal Devesh & AssociatesPracticing Company Secretary Ahmedabad for the financial year ended on 31stMarch 2017 is annexed as "Annexure E"

There are no qualifications or adverse remarks in the Report which require anyclarification/ explanation. However explanation/clarification to observations made by thePCS in his report are as under:

1) The Company has obtained connectivity for dematerialization with Central DepositoryServices (India) Limited (CDSL) on 10th June 2016 and with National Securities DepositoryLimited (NSDL) on 24th June 2016 and promoter and promoter group already started takingthe facility of dematerialization.

2) BSE has revoked the suspension in trading of Equity shares of the Company w.e.f.August 04 2017

3) The Company has obtained connectivity for dematerialization with Central DepositoryServices (India) Limited (CDSL) on 10th June 2016 and with National Securities DepositoryLimited (NSDL) on 24th June 2016.

4) The Company has appointed M/s. Link Intime India Pvt. Ltd. as Registrar & ShareTransfer Agent (RTA) on 05th May 2016 who shall act as Common Share Registry of theCompany.

C. COST AUDITOR:

M/s J. B. Mistri & Co. Cost Accountants (Firm Registration No. 101067) AhmedabadCost Auditor of the Company have been appointed as Cost Auditor to conduct audit of thecost accounts maintain by the Company relating to Edible Oil business for the F.Y 2017-18

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION:

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure "B" and is attached to this report.

ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 134(3) (a) andSection 92 read with Rule 12 of the Companies (Management and administration) Rules 2014is furnished in Annexure "C" and is attached to this Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Seven (4) Board Meetings were held during the financial year ended 31stMarch 2017 on the following dates: 30/05/2016 13/08/2016 14/11/2016 and 13/02/2017.

The intervening gap between the Meetings was within the period prescribe under theCompanies Act 2013.

As per Schedule IV of the Companies Act 2013 a separate meeting of IndependentDirector was on 7th March 2017 at 11:30 AM at register office of the Company todiscuss the agenda items as required under the Companies Act 2013.

DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THECOMPANIES ACT 2013: Accordingly pursuant to Section 134 (5) of the Companies Act2013 the Board of Directors to the best of their knowledge and ability confirm that:

1) In the preparation of the annual accounts for the year ending March 31 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departure;

2) The directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that were reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the profit or loss of the Company for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4) The annual accounts have been prepared on going concern basis;

5) The Directors have laid down internal financial controls which are adequate and areoperating effectively.

6) The Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such system was adequate and operating effectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 various regulations related to Corporate Governance under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 not applicable to the company.The Management Discussion and Analysis is made a part of this report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

DIRECTORS:

Shri Dashrathbhai A Patel and Smt Shobhana J Vachhani retires at the 24ndthe Annual General Meeting and has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL:

Shri. Jaiprakash J Vachhani Chairman and WTD Shri Pradeep C Khetani ManagingDirector Shri D hi raj M Panchal CFO and Shri Mehul A Mehta Company Secretary are theKey Managerial Personnel of the Company.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given the declaration to the Company thatthey meet the criteria of independence as prescribed under Section 149(6) of the CompaniesAct 2013.

LISTING OF EQUITY SHARES:

Suspension in trading of equity shares of the company was revoked w.e.f. August 042017.

The Equity shares of the Company are presently listed with the BSE i.e. The BombayStock Exchange Ltd. The Company has paid annual listing fees for the year 2017-18 to BSE.

RELATED PARTY TRANSACTIONS:

There are no related party transactions made by the Company which may have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot required and the Details of Transactions with the related parties were mentioned inthe Notes forming part of the Accounts.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts thatwould impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES:

The information required pursuant to section 197(12) read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas "Annexure - D" and forms an integral part of this report.

The information required pursuant to section 197(12) read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable because Company has not employed any employee drawing salary of Rs. 5 00000/-per month or Rs. 6000000/- per annum during the year under review.

ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safeoperations. The Company is conducting operations in such a manner so as to ensure safetyof all concerned compliances of environmental regulations and preservation of naturalresources.

As required by the Sexual Harassment of Woman at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has formulated and implemented guidelines on preventionof sexual harassment at workplace with a mechanism of lodging and redressal of complaints.During the year under review no complaints were reported to the Committee

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of:

• Shri Sureshbhai R Shah

• Shri Vinodrai H Kansagara

• Shri Rajendra D Ganatra

• Shri Meghal H Chakravati

The above composition of the Audit Committee consists of all independent Directors.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

INDUSTRIEAL RELATIONS:

The relations between the employees and the management have remained cordial throughoutthe year. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

Registered Office: For and on behalf of the Board of Directors
Changodar Sarkhej-Bavla highway For Ambar Protein Industries Limited
Dist. Ahmedabad
Jayprakash Vachhani
Dated: 14-08-2017. Chairman