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Amba Enterprises Ltd.

BSE: 539196 Sector: Engineering
NSE: N.A. ISIN Code: INE829P01020
BSE 00:00 | 06 Dec 52.95 0.35
(0.67%)
OPEN

54.20

HIGH

54.20

LOW

52.60

NSE 05:30 | 01 Jan Amba Enterprises Ltd
OPEN 54.20
PREVIOUS CLOSE 52.60
VOLUME 25386
52-Week high 101.65
52-Week low 30.10
P/E 11.56
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 54.20
CLOSE 52.60
VOLUME 25386
52-Week high 101.65
52-Week low 30.10
P/E 11.56
Mkt Cap.(Rs cr) 67
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

Dear Members

Your directors present the Thirtieth Annual Report of the Companytogether with the audited financial statements for the financial year ended March 312022.

FINANCIAL PERFORMANCE

The financial performance of the Company is as follows:

Particulars Financial Year Financial Year
2022-23 2021-22
Revenue from operations 2195161576.54 1109115022
Other Income 3830209.51 6646584
Total Income 2198991786.05 1115761606
Expenditure (excluding depreciation) 2108123029.2 1085597512
Depreciation 5091204.98 3540278
Total Expenditure 2113214234.18 1085597512
Profit / (Loss) before Tax 85777551.87 30164094
Tax 21939773 8598807
Deferred Tax -158420 -74879
Profit / (Loss) after tax 63996198.91 21640166
Earnings per share (Basic) 5.05 1.71
Earnings per share (Diluted) 5.05 1.71

REVIEW OF PERFORMANCE

During the year under review your Company has earned income of Rs2198991786.05 including other income as compared to Rs. 1115761606/- in the previousfinancial year. The Net Profit after tax was Rs. 63996198.91 against the Net Profit of Rs21640166/- in the previous financial year

DIVIDEND:

We recommend a final dividend at the rate of 6% of total equity sharecapital (i.e. Rs. 0.30 paise per equity shares of Rs.5 each) for the year ended 31stMarch 2022.

SHARE CAPITAL

During the year under review there were no changes in the ShareCapital of the Company. TRANSFER TO GENERAL RESERVES

The Board has not decided to transfer any General Reserves for the yearunder review. DEPOSITS

The Company has not accepted any deposits from the public and as suchno amount on account of principal or interest on deposits from public was outstanding asat March 31 2022.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The details of loans guarantees investments and security as requiredunder the provisions of section 186 of the Act are provided in the note no. 5 & noteNo.6forming part of the Financial Statements which forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THECOMPANY

During the year under review there have been no material changes andcommitments affecting the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

During the year under review there were no significant material orderspassed by the Regulators or Courts or Tribunal which would impact the going concern statusof the Company and its future operations.

DETAILS OF REMUNERATION TO DIRECTORS

Disclosure with respect to the remuneration of Directors and employeesas required under Section 197 of the Companies Act and Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 is given inANNEXURE - I

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3)(a) of the Act an extract of annualreturn in the prescribed Form MGT-9 is given in ANNEXURE II which forms part of thisReport. The copy of the draft Annual Return is also available on the Company's website atwww.ambaltd.com

AUDITORS:

1. Statutory Auditors

In accordance with the provisions of section 139 of the Companies Act2013 M/ s. Kakaria & Associates. Chartered Accountants were appointed as theStatutory Auditors of the Company to hold office for a period of 1-1 years i.e. from theconclusion of the 28th Annual General Meeting (AGM) of the Company held on 30th September2020 up to the conclusion of the 30th AGM of the Company. Accordingly second term ofexisting statutory auditors is ending on the conclusion of ensuing 30th AGM of theCompany.

The Board of Directors of the Company places on record its appreciationfor the services rendered by M/ s. Kakaria & Associates Chartered Accountants as theStatutory Auditors of the Company.

Pursuant to the recommendation of the Audit Committee the Board ofDirectors of the Company at their meeting held on 27th August 2022 proposed andrecommended to the members of the Company appointment of Bhavesh & AssociatesChartered Accountants (Firm Registration Number: 120939W) as the Statutory Auditors of theCompany to hold office for a period of five consecutive years from the conclusion of 30thAnnual General Meeting of the Company till the conclusion of 35th Annual General Meetingof the Company in place of existing statutory Auditors. The Company has also receivedwritten consent and eligibility certificate from Bhavesh & Associates. CharteredAccountants under Section 141 of the Act. M/ s. Bhavesh & Asscoiates also holds peerreview certificate issued by the Institute of Chartered Accountants of India. Theresolution for the appointment of Bhavesh & Associates Chartered Accountants asstatutory auditors of the Company has been placed at the ensuing AGM for approval ofmembers of the Company.

2. Auditors' Report

The Auditors' Report on the audited standalone financial statements ofthe Company for the year ended 31st March 2022 issued by M/ s. Kakaria & AssociatesStatutory Auditors of the Company forms part of this Annual Report. The Auditors' Reportdoes not contain any qualifications reservations adverse remarks or disclaimer. In termsof the provisions of Section 143(12) of the Act no frauds have been reported by theStatutory Auditors in their report for the year under review. Notes to the FinancialStatements are self-explanatory and do not call for any further comments.

3. Secretarial Auditor

M/s. SARK & Associates Practicing Company Secretary were appointedas Secretarial Auditor to conduct the secretarial audit of the Company for the financialyear 2021-22 as required under section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2021-22 is given asANNEXURE III which forms part of this Report.

The said Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review all transactions entered into by theCompany with related parties were in the ordinary course of business and on an arm'slength basis. Particulars of contracts or arrangements with related parties as requiredunder section 134(3)(h) of the Act in the prescribed Form AOC-2 is given in ANNEXURE IIIwhich forms part of this Report.

Disclosure of transactions with related parties as required underListing Regulations and the applicable Accounting Standards is given in the Note no. 35forming part of the Financial Statements.

NUMBER OF MEETINGS OF THE BOARD

During the year under review 6 (Six) board meetings were held on20.05.2021 25.06.2021

13.08.2021 08.09.202112.11.2021 and 11.02.2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Year under review Changes were made for Key ManagerialPersonnel (Company Secretary) not in directors for FY 2021-22.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted the declaration ofIndependence as required under Section 149(7) of the Companies Act 2013 confirming thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and Regulation 16 (1)(b) of the SEBI (LODR) Regulations 2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has an Internal Financial Control System commensurate withthe size scale and complexity of its operations. Your Company has in place a mechanism toidentify assess monitor and mitigate various risks to key business objectives. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating action on continuing basis. The Internal Financial Control System has beenroutinely tested and certified by Statutory as well as Internal Auditors. SignificantAudit observations and follow up actions thereon are reported to the Audit Committee.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and such other matters

as provided under sub-section (3) of Section 178 of the Act forms partof the Corporate Governance Report. Gist of this policy is given in ANNEXURE - V whichforms part of this report and also available at the Company's website at www.ambaltd.com.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act 2013 read with rulesissued thereunder and Regulation 17(10) of the Listing Regulations and guidance noteissued by SEBI the Independent Directors of the Board carried out the annual evaluationof the performance of the Board as a whole the Directors individually as well as ofvarious Committees of the Board. The performance evaluation of the Independent Directorswas carried out by the Nomination and Remuneration Committee and was noted 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 ofreference and meetings held during the year are provided in Corporate Governance Reportwhich forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) read with Section134(5) of the Act with respect to Directors' Responsibility Statement your Directorshereby confirm that:

• in the preparation of the annual accounts for the financial yearended March 31 2021 the applicable accounting standards have been followed;

• they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

• they have taken proper and sufficient care towards themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andirregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down Internal Financial Controls which areadequate and are operating effectively;

• they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.

RISK MANAGEMENT AND INTERNAL CONTROLS

The Company has a well-defined risk management framework in place. Thedetails of the risks faced by the Company and the mitigation thereof are discussed indetail in the Management Discussion and Analysis report that forms part of the AnnualReport.

CORPORATE GOVERNANCE REPORT

The Company's Corporate Governance Report for the year under reviewforms part of this Annual Report.

A certificate from the Statutory Auditors of the Company regarding thecompliance with the conditions of Corporate Governance as stipulated in regulations 17 to27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C and D ofSchedule V of the Listing Regulations is annexed to Corporate Governance Report and formspart of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under regulation 34read with Schedule V of the Listing Regulations forms part of this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

The details relating to nature of activities which are being carried onby the Company the particulars as prescribed under Section 134(3)(m) of the Act read withCompanies' (Accounts) Rules 2014 regarding Conservation of Energy and TechnologyAbsorption and research and development are as follows:

Power & fuel Consumption

Sr. No. Particulars 2021-22 2020-21
1 Electricity units KW 11595 10824
2 Value in Rs. 270285.22 142178.20

Consumption per unit of production

Sr. No. Particulars 2021-22 2020-21
1 Cost per unit (Rs.) 0.48 0.23
2 Consumption per ton of Production (Rs.) 482.60 235

RESEARCH & DEVELOPMENT:

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

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:

Efforts are being made towards Technology adaption and innovation. TheCompany at present does not have any formal technical collaboration.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Sr. No. Particulars 2021-22 2020-21
1 Foreign Exchange Earnings - -
2 Foreign Exchange outgoings - -

LISTING OF SHARES OF THE COMPANY

The Equity Shares of your Company continue to remain listed on BombayStock Exchange Ltd. The listing fees as applicable has been paid to the BSE Limited forthe financial year 2021-2022.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has Vigil Mechanism and Whistle Blower Policy forStakeholders of the Company to report genuine concerns that could have serious impact onthe operations and performance of the business of the Company and also available on theCompany's website at www.ambaltd.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the workplace (PreventionProhibition and Redressal) Act 2013. Complaint Redressal Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The policy is availableon the Company's website www.ambaltd.com.

Constitution of POSH Committee:

Sr. no Post of Committee Member Employee Name Designation Mobile no. Email ID
1 Presiding officer Sarika Bhise Director 9167977384 sarika@ambaltd.com
2 Member Ketan Mehta Managing Director 9820785258 ketan@ambaltd.com
3 Member Chhaya Mehta Marketing Executive 9820534384 chhayaimpex@gmail.com
4 External Member Swapnil Chille Production Manager 9323061488 sales@ambaltd.com

*Constituted w.e.f. July 2019.

The following is summary of sexual harassment complaints received anddisposed off during the calendar year:

No. of Complaints received Nil
No. of Complaints disposed off Nil

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to section 124 of the Act dividends that are unclaimed for aperiod of seven years are required to be transferred to the IEPF established by theGovernment of India. During the year under review there were no outstanding number ofunclaimed dividends which was liable to transfer to the IEPF.

ACKNOWLEDGEMENTS

The Board thanks our customers bankers investors shareholdersvendors and other stakeholders for their continued support and patronage extended to theCompany and places on records its sincere appreciation of the wholehearted contributionmade by our employees for the Company's consistent growth and achievements.

For and on behalf of the Board of Directors

Ketan Mehta Sarika Bhise
Managing Director Director
DIN: 01238700 DIN: 06987209
Date: May 272022 Place: Mumbai

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