Amba Enterprises Ltd.
|BSE: 539196||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE829P01020|
|BSE 00:00 | 13 Dec||11.04||
|NSE 05:30 | 01 Jan||Amba Enterprises Ltd|
|Mkt Cap.(Rs cr)||14|
|Mkt Cap.(Rs cr)||13.98|
Amba Enterprises Ltd. (AMBAENTERPRISES) - Director Report
Company director report
The Directors of the Company take pleasure in presenting their 26th Annual Reporttogether with the annual audited financial statements for the financial year ended March31 2018.
The summary of the Company's financial performance for the financial year 2017-18 ascompared to the previous financial year 2016-17 is given below:
HIGHLIGHTS ON COMPANY PERFORMANCE:
During the year Company has earned income of Rs.735069916/- for the year 2017-2018including other income as compared to Rs. 496362388/- in the previous year. The NetProfit after tax was Rs. 13910396/- for the year 2017-2018 against the Net Profit ofRs10287651/- in the previous year.
We recommend a dividend at the rate of 3% (ie. Rs. 0.15paiseper equity shares of Rs.5each) for the year ended 31st March 2018
There is no changes in the Share Capital of the Company during the financial year.
TRASNFER TO RESERVES:
The Company has not transferred any amount to reserves and surplus during the FinancialYear 2017-18. .
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.
MATERIAL CHANGES AND COMMITMENT 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 31st March 2018 and the date of this report otherthan those disclosed in this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts or Tribunalwhich would impact the going concern status of your Company and its future operations.
DETAILS OF REMUNERATION TO DIRECTORS:
Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 has been appended as ANNEXUREI
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 II.
1. Statutory Auditors
M/s. Anil Gala & Associates Chartered Accountants (Firm Registration No. 126344W)as Statutory Auditors of the Company at the Annual General Meeting held on 25thSeptember 2017 for a period of 5 years from conclusion of this Annual General Meetinguntil Conclusion of Annual General Meeting to be held in year 2022 and fix theremuneration Subject to ratification at every AGM.
2. 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 2017-18.
The Report of the Secretarial Auditor is annexed herewith as ANNEXURE III andforms an integral part of this 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 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 2017-18 Mr. Dhirendra Popatlal Mehta was appointed asAdditional Directors with effect from 14.08.2017 further designated as IndependentDirectors up to for 5 years not liable to retire by rotation vide the Annual GeneralMeeting of the Company held on 25.09.2017. Mr. Rajendra Sanghavi and Mr. Dinesh Sanjaliaresigned as a Director of the Company w.e.f. 14.08.2017.
Mrs. Pooja Gandhi appointed as a Company Secretary of the w.e.f. 01.09.2017 andresigned w.e.f. 13.10.2017.
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 Secti'on149(6) of the Companies Act 2013 and Regulation16 (1) (b) of the SEBI (LODR) Regulati'ons2015.
ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the businesses and functions are systematically addressed through mitigatingaction on continuing basis. The Internal Financial Control System has been routinelytested and certified by Statutory as well as Internal Auditors. Significant Auditobservations and follow up actions thereon are reported to the Audit Committee.
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 .Gist of this policy are given in ANNEXURE -V to this report.The detailed policy is available on the Company's website www.ambaltd.com.
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.
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.
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.
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) Regulati'ons2015formspart 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.
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 2017-18 7 (Seven) board meetings were held on 22.05.201719.07.2017 14.08.2017 22.08.2017 14.09.2017 13.12.2017 12.02.2018. The gap betweenthe 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:
Power & fuel Consumption
Consumption per unit of production
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:
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 year2017-18 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 year2017-18 no cases under this mechanism were reported in the Company and any ofitssubsidiaries/ associates.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the workplace (Prevention Prohibition and Redressal)Act 2013. Complaint RedressalCommittee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The policy is available on the Company's websitewww.ambaltd.com .
The following is summary of sexual harassment complaints received and disposed offduring the calendar year:
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.
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 theirsincere appreciation for the continued support extended by the Company's stakeholders andtrust reposed by them in the Company. The Directors sincerely appreciate the commitmentdisplayed by the employees of the Company resulting in satisfactory performance during theyear.
On behalf of the Board of Directors