Your Directors have pleasure in presenting herewith the 21st Annual Report of Companytogether with the Audited Accounts for the financial year ended 31st March 2016
1. FINANCIAL RESULTS:
|PARTICULARS ||YEAR ENDED 31.03.2016 ||YEAR ENDED 31.03.2015 |
|Revenue from operations ||1171.94 ||1163.25 |
|Other Income ||0.00 ||0.00 |
|Total Income ||1171.94 ||1163.25 |
|Expenditure ||1030.46 ||1015.79 |
|Interest ||89.67 ||92.37 |
|Profit before depreciation and Income tax ||51.81 ||55.10 |
|Depreciation ||32.44 ||35.75 |
|Net profit before tax ||19.37 ||19.35 |
|Tax ||6.66 ||5.00 |
|Profit after tax ||12.71 ||14.35 |
2. STATE OF COMPANY'S AFFAIR:
During the financial year under review the overall performance of the Company was goodand the overall turnover of the Company was Rs. 1171.94 millions as compare to Rs 1163.25millions and the Net profit 12.71 millions as compare to 14.35 millions.
Your Directors do not recommend any Dividend for the Financial Year 2015-2016 as theprofits are planned to be ploughed back into the business operations.
The Company during the year has acquired M/s Ambica Trendset Private Limited andthereby made it as wholly owned subsidiary. Ambica Trendset Private Limited is engaged inHotel business having its registred office at Andhra Pradesh.
5. FIXED DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from the its member and public during the Financial Year
During the year under review Six board meetings were held on 17.04.2015 22.05.201514.08.2015 14.11.2015 11.02.2016 25.03.2016. The maximum time-gap between any twoconsecutive meetings was within the period prescribed under the Companies Act 2013.
7. BOARD EVALUATION
The Board of Directors evaluated the annual performance of the Board as a whole itscommittee's and the directors individually in accordance with the provisions of theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 in the following manner
i. Structured evaluation forms as recommended by the Nomination and RemunerationCommittee after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance for evaluation of the performance of the Board itsCommittee's and each director were circulated to all the members of the Board along withthe Agenda Papers.
ii. The members of the Board were requested to evaluate by filling the evaluation formsand the duly filled in evaluation forms were required to be sent to the Company Secretaryin a sealed envelope or personally submitted to the Chairman at the concerned meeting.
iii. Based on the individual evaluation of the Directors the Board initiated adetailed discussion at the concerned meeting on the performance of the Board /Committee/Individual Director and formulated a final collective evaluation of the Board.The Board also provided an individual feedback to the concerned director on areas ofimprovement if any.
A separate meeting of Independent Directors was held on 11 February 2016 to evaluatethe performance evaluation of the Chairman the Non Independent Directors the Board andflow of information from management.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ambica Ramchandra Rao (DIN- 01678538) retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed Both undersub-section (6) of Section 149 of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 .
For Directors seeking appointment/re-appointment in the forthcoming Annual GeneralMeeting of the Company; the particulars as required to be disclosed in accordanceRegulations 17 to 27 and Para C D & E of Schedule V Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 andsubject to disclosures in the Annual Accounts as also on the basis of the discussion withthe Statutory Auditors of the Company from time to time and to the best of theirknowledge and information furnished the Board of Directors states:
(i) That in preparation of the Annual Accounts for the year ended 31st March 2016 allthe applicable Accounting Standards Prescribed by the Institute of Chartered Accountantsof India have been followed along with proper explanation relating to material departuresif any.
(ii) That the Directors have adopted such accounting policies as selected inconsultation with Statutory Auditors and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year ended 31st March 2016.
(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(iv) That the Annual Accounts for the year ended 31st March 2016 has been prepared ona going concern basis.
(v) Those proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
(vi) That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively
10. STATUTORY AUDITORS
The Statutory Auditors of the Company M/s. T S AJAI Chartered Accountant Hyderabad[Registration Number: 025524] were re-appointed by the members at the 19th Annual GeneralMeeting held on 29th September 2014 at 11.00 AM for a term of 3(Three) years till theconclusion of 22nd Annual General Meeting to be held in 2017. Members are requested toratify the same at the ensuing Annual General Meeting of the company; in accordance withsection 139 of the Companies Act 2013.
REPLY TO THE AUDITORS OBSERVAIONS
1. With regard to the improvement of the Internal Control system the Company is in theprocess of improving the Internal control Systems
2. With regard to the statutory payments the Company is in the process of reconcile ofthe data with the relevant authorities and will ensure the compliance
3. With regard to transferring of unpaid dividend to Investor Education Fund Yourboard would like bring to your kind notice that the company is under the process ofreconciliation of claims from the shareholders and transfer the unclaimed or unpaiddividend if any
11. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee hasreappointed T.V.V. Satyanarayana Chartered Accountants and Hyderabad as the InternalAuditors on your Company. The Internal Auditors are submitting their Reports on quarterlybasis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules2014.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177 (9) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (meetings of board and its powers)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) and Regulation 22 Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has a WhistleBlower Policy framed to deal with instance of fraud and mismanagement if any in theGroup. The details of the Policy are explained in the Corporate Governance Report and alsoposted on the website of the Company and the web link is http://www.ambicaagarbathies.com/
13. RISK MANAGEMENT
Pursuant to the requirement of Regulation 21 Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted a Risk Management Committee and formulated a policy on the Risk Management.The details of Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Board's Report. The Risk Management Policy of theCompany is posted on the website of the Company and the web link ishttp://www.ambicaagarbathies. com/
14. REMUNERATION POLICY
The Board of Directors on recommendation of the Nomination and Remuneration Committeeframed a Nomination and Remuneration policy for selection appointment and remuneration ofDirectors KMP and Senior Management and matters covered u/s 178(3) of the Companies Act2013. The details of the same are provided in the Corporate Governance Report and websiteof the company.
15. MANAGEMENT DISCUSSION AND ANALYSIS:
Aspects of Management Discussion and Analysis are enclosed as "Annexure - I "tothis report
16. CORPORATE GOVERNANCE:
Report on Corporate Governance including Auditor's Certificate on Compliance withRegulations 17 to 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and ParaC D & E of Schedule V of the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 in the following manner is enclosed as "Annexure- II" to this report
17. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthere under the Board of Directors on recommendation of the Audit Committee appointedM/s P S Rao and Associates Practicing Company Secretaries to undertake the secretarialaudit of the Company. The secretarial audit report issued by M/s P S Rao and AssociatesPracticing Company Secretaries for the financial year ending 31st March 2016 is given inthe FORM NO: MR - 3 is herewith annexed as "Annexure (III)" attachedhereto and forms part of this Report. There are no qualifications reservations or adverseremarks made by the secretarial auditor and the observation made is self explanatory andrequires no further explanation from the Board.
18. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All related party transactions are placed before theAudit Committee as also the Board for approval. Prior omnibus approval of the AuditCommittee is obtained as per Regulation 23 SEBI (Listing Obligations & DisclosureRequirements) 2015 for the transactions which are of a foreseen and repetitive nature. TheCompany has developed a Policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions.
The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section188 of the Companies Act 2013 in Form AOC-2 is herewith annexedas "Annexure IV" to this report.
19. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure V" to this report.
20. 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 in respectof employees of the Company is herewith annexed as "Annexure VI"
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company does not have any employee who is employed throughoutthe financial year and in receipt of remuneration of ' Rs 10250000 per annum oremployees who are employed for part of the year and in receipt of ' Rs 850000 per month.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not provided any loan to any person or body corporate or given anyguarantee or provided security in connection with such loan or made any investment in thesecurities of anybody corporate pursuant to Section 186 of the Companies Act 2013. TheCompany has given advance against salary to some employees in terms of the applicablepolicies of the Company.
22. CORPORATE SOCIAL RESPONSIBILITY
Not applicable as per the provisions of section 135 (1) and read with all otherapplicable provisions of the Companies Act 2013 and the Companies (Corporate socialresponsibility policy) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force).
23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and Outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014
A. Conservation of Energy: The present operation of the Company does not involvehigh energy consumption. However steps being taken to minimize energy consumption whereever possible
B. Research & Development: The Research and Development division of Agarbathiesdepartment continues to focus on introducing of new brands.
C. Technology Absorption: Not Applicable
D. Foreign Exchange Earnings & Outgo
| ||2015-16 ||2014-15 |
|Foreign Exchange earnings ||Nil ||Nil |
|Foreign Exchange outgo ||Nil ||nil |
Your Directors place on record their appreciation for the co-operation and supportfrom the Bankers Financial Institutions the stockiest and distributors Supplier andCustomers.
Your Directors would also like to place on record their sincere appreciation andgratitude to the Shareholders Central and State Government agencies etc for their supportand co-operation. Your Directors express their heartfelt gratitude to the employees fortheir exceptional commitment and loyalty to the Company.
For and on behalf of the Board
Ambica Agarbathies Aroma & Industries Limited
Chairman and Managing Director
Place : Eluru
Date : 12.08.2016