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Ambar Protein Industries Ltd.

BSE: 519471 Sector: Industrials
NSE: N.A. ISIN Code: INE072V01017
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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 23nd Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2016.

1. FINANCIAL RESULTS:

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

(Rs. In Lacs)
PERTICULARS FOR THE YEAR ENDED ON 31.03.2016 FOR THE YEAR ENDED ON 31.03.2015
Income from Business Operations 16846.53 15684.15
Other Income 23.24 73.96
Total Income 16869.77 15758.11
Profit before Depreciation 159.714 179.521
Less Depreciation 22.444 24.133
Profit after depreciation and Interest 137.27 155.389
Less Current Income Tax 50.16 -
Net Profit after Tax 87.11 155.389
Balance carried to Balance Sheet (68.48) (293.62)

2. DIVIDEND

In view of carried forward losses your Directors do not recommend any dividend for theyear ended 31st March2016.

3. 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.

4. REVIEW OF BUSINESS OPERATIONS & STATE OF AFFAIRS:

During the year your company has refined 22792.667 MT of cotton seed oil(previous year 20742.98 MT) in its refinery.

Company also purchased & packed 2858.415 MT Refined Cottonseed GroundnutOil Refined Sunflower Refined Maize Oil and Soybean Oil for resale.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND 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 statements relateon the date of this report.

6. 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.

7. 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.

8. 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.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 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.

10. AUDITORS

A. STATUTORY AUDITOR:

Mr. Dhaval K Shah Statutory Auditor of the Company hold office till the conclusion ofthe ensuing Annual General Meeting and is eligible for re-appointment. They have confirmedtheir eligibility to the effect that their re-appointment if made would be within theprescribed limits under the Act and that they are not disqualified for re-appointment.

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 appointed M/s. R. S. Sharma & AssociatesPracticing Company Secretary Ahmedabad to conduct Secretarial Audit for the F.Y. 2016-17.The Secretarial Audit Report of M/s. R. S. Sharma & Associates Practicing CompanySecretary Ahmedabad for the financial year ended on 31st March 2016 isannexed as Annexure E

The Report does not contain qualifications reservations or adverse remarks. The onlyobservations made by the PCS in his report as to the the trading of the company shares wassuspended. However the Company has applied for revocation of suspension of trading of itssecurities and has complied with the requirement of BSE. The company expects therevocation by BSE in short time.

C. COST AUDITOR:

M/s J. B. Mistri& Co. CostAccountants (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 2016-17

11. 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.

12. 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.

13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Seven (7) Board Meetings were held during the financial year ended 31stMarch 2016 on the following dates: 06/04/2015 30/06/2015 20/08/2015 25/08/201501/09/2015 25/11/2015 and 05/02/2016.

14. DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THECOMPANIES ACT 2013.

Your Director wish to inform Members that the Audited Accounts containing financialstatements for the financial year 2015-16 are in full conformity with the requirements ofthe Companies Act 2013. They believe that the financial statement reflects fairly theform and substance of transactions carried out during the year and reasonably present theCompany's financial condition and results of operations.

Your Directors further confirm that:

• In the presentation of the annual accounts for the financial year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures.

• The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit and loss of the Company for that period.

• The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities.

• The directors have prepared the annual Accounts on a going concern basis.

• The directors have laid down internal financial controls which are adequate andare operating effectively.

• The directors have devised proper system to ensure compliance with the provisionof all applicable laws and such systems are adequate and operating effectively.

15. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS

The detailed analysis of the operating performance of the Company for the year thestate of affairs and the key changes in the operating environment have been included inthe Management Discussion and Analysis Section which forms a part of the Annual Report.

16. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. DIRECTORS

Shri Shirishkumar Dashrathbhai Patel (DIN-07150566) and Shri Bharatkumar DashrathbhaiPatel (DIN-07150579) retires at the 23nd the Annual General Meeting and hasoffered himself for re-appointment.

19. KEY MANAGERIAL PERSONNEL:

Shri. Jaiprakash J Vachhani Chairman and WTD Shri Pradeep C Khetani ManagingDirector Shri Dhiraj M Panchal CFO and Shri MehulA Mehta Company Secretary are the KeyManagerial Personnel of the Company.

20. 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.

21. LISTING OF EQUITY SHARES

The Company has applied for revocation of suspension of trading of its securities andhas complied with the requirement of BSE. The company expects the revocation by BSE inshort time.

22. 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.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concernstatus of the Company and its future operations.

24. 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.

25. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has formulated and implemented a policy on prevention ofsexual harassment at workplace with amechanism of lodging complaints.

During the year under review there were no complaints reported to theInternalComplaint Committees.

26. 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.

27. SHARES

The Company has not issue any Sweat Equity Shares or Bonus Shares and has not boughtback any of its securities and does not provided Stock Option Scheme to the employeesduring the year under review.

28. INDUSTRIEAL RELATIONS

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

29. 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
Dated: 30-05-2016. Jayprakash Vachhani
Chairman

ANNEXURE-A

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

POWER AND FUEL CONSUMPTION 2015-16 2014-15
1. Electricity:
Units purchased (Nos) 1190884 1628342
Amount (Rs.) 8429876 7781252
Average Rate ( Rs./ Unit) 7.08 4.78
2. Lignite:
Quantity (MT) 4486309 3280405
Amount (Rs.) 15376000 13797333
Average Rate ( Rs./ MT) 3.43 4.206
3. Consumption per Unit of Production : ( Rs./MT )
Electricity 369.85 351.53
Lignite 674.60 665.16

Technology Absorption:

Company's products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturingactivities. Therefore no technology absorptionis required.

Foreign Exchange Earning and Outgo:

There was no foreign exchange inflow or outflow during the year under review.

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: 30-05-2016. Chairman

ANNEXURE-B

THE CONTENTS OF NOMINATION AND REMUNERATION POLICY OF THE COMPANY PREPARED INACCORDANCE WITH THE PROVISIONS OF SECTION 178 OF THE COMPANIES ACT 2013 ARE PROVIDEDHEREUNDER.

• Policy on Directors' Appointment and Remuneration

1.1 Appointment criteria and qualifications:

a) A person who is proposed to be appointed as Director of the Company should beeligible to be appointed as Director and must hold Director Identification Number issuedby the Central Government and possess such qualification expertise and experience asprescribed under the Act.

b) Without prejudice to generality of the above a person who is proposed to beappointed as an IndependentDirector shall also be subject to compliance of provisions ofsection 149(6).

c) KMP or Senior Management personnel shall have adequate qualification expertise andexperience inthe relevant field for which the appointment is proposed to be made.

d) The Committee has discretion to decide whether qualification expertise andexperience possessed by aperson is sufficient/satisfactory for the concerned position.

1.2 Term/Tenure:

a) Managing Director/Whole-time Director/Manager (Managerial Personnel):

The Company shall appoint or re-appoint any person as its Managerial Personnel for aterm not exceedingfive years at a time. No re-appointment shall be made earlier than oneyear before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of theCompany and will be eligible for re-appointment on passing of a specialresolution by the Companyand disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms butsuchIndependent Director shall be eligible for appointment after expiry of three years ofceasing tobecome an Independent Director. Provided that an Independent Director shall notduring the saidperiod of three years be appointed in or be associated with the Company inany other capacityeither directly or indirectly.

1.3 Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior ManagementPersonnel at such interval as deemed fit.

1.4 Removal:

The Committee may recommend the Board for removal of a Director KMP or SeniorManagement Personnelfor reasons recorded in writing. The Procedure for removal of anyDirector shall be as per the provisions of theAct in this regard.

1.5 Retirement:

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of theAct and the prevailing policy of the Company. The Company will have thediscretion to retain the DirectorKMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining theretirement age for the benefit of theCompany.

2.1 Remuneration Policy:

a) The remuneration/compensation/commission etc. to the Managerial Personnel will bedetermined by the Committee and recommended to the Board for approval which shall besubject to the prior/post approval of the shareholders of the Company and CentralGovernment wherever required.

b) The remuneration and commission to be paid to the Managerial Personnel shall be inaccordance withthe percentage/slabs/conditions as per the provisions of the Act.

c) Increments to the existing remuneration/compensation structure may be recommended bytheCommittee to the Board which should be within the limits approved by the Shareholdersin the case ofManagerial Personnel.

d) Where any insurance is taken by the Company on behalf of its Managerial PersonnelChief ExecutiveOfficer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying themagainst any liability the premium paid on such insuranceshall not be treated as part of the remunerationpayable to any such personnel. Providedthat if such person is proved to be guilty the premium paid onsuch insurance shall betreated as part of the remuneration.

2.2 Remuneration to Managerial Personnel KMP Senior Management Personnel and OtherEmployees:

(a) Fixed pay:

The Managerial Personnel shall be eligible for a monthly remuneration as may beapproved by the Boardon the recommendation of the Committee in accordance with theprovisions of the Companies Act2013 and rules made thereunder for the time being inforce. The breakup of the pay scale and quantumof perquisites including employer'scontribution to P.F pension scheme medical expenses club feesother non-monetarybenefits etc. shall be decided and approved by the Board on the recommendation oftheCommittee and approved by the shareholders and Central Government wherever required.

(b) Variable Pay:

The Managerial Personnel shall be eligible to a performance linked incentives as may bedetermined bythe Board from time to time.

(c) Commission:

The Managerial Personnel may be paid commission if approved by the shareholders. Theshareholdersmay authorise the Board to declare commission to be paid to any ManagerialPersonnel of the Board.

(d) Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shallpay remuneration to its Managerial Personnel in accordance with theprovisions of Schedule V of theCompanies Act 2013 and if it is not able to comply withsuch provisions with the previous approval ofthe Central Government.

(e) Provisions for refund of excess remuneration:

If any Managerial Personnel draws or receives directly or indirectly by way ofremuneration anysuch sums in excess of the limits prescribed under the Act or without theprior sanction of the CentralGovernment where required he/she shall refund such sums tothe Company and until such sum isrefunded hold it in trust for the Company. The Companyshall not waive recovery of such sum refundableto it unless permitted by the CentralGovernment.

(f) The remuneration to Company Secretary CFO Senior Management Personnel andother employeesshall be governed by the HR Policy of the Company.

2.3 Remuneration to Non-Executive/Independent Director:

(a) Remuneration:

The remuneration shall be in accordance with the provisions of the Companies Act 2013and rules madethereunder for the time being in force.

(b) Sitting Fees:

The Non-Executive/Independent Director may receive fees for attending meetings of theCompany.Provided that the amount of such fees shall not exceed Rs.1 Lac per meeting of theBoard or Committeeor such amount as may be prescribed under the Act. Additionally theNon-Executive Directors shall bereimbursed traveling and incidental expenses incurred forattending the meeting.

(c) Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit notexceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.

(d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.