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Amba Enterprises Ltd.

BSE: 539196 Sector: Engineering
NSE: N.A. ISIN Code: INE829P01020
BSE 00:00 | 25 Nov 11.40 0.35
(3.17%)
OPEN

10.31

HIGH

11.97

LOW

10.31

NSE 05:30 | 01 Jan Amba Enterprises Ltd
OPEN 10.31
PREVIOUS CLOSE 11.05
VOLUME 272
52-Week high 23.06
52-Week low 8.21
P/E 11.40
Mkt Cap.(Rs cr) 14
Buy Price 11.05
Buy Qty 100.00
Sell Price 11.98
Sell Qty 200.00
OPEN 10.31
CLOSE 11.05
VOLUME 272
52-Week high 23.06
52-Week low 8.21
P/E 11.40
Mkt Cap.(Rs cr) 14
Buy Price 11.05
Buy Qty 100.00
Sell Price 11.98
Sell Qty 200.00

Amba Enterprises Ltd. (AMBAENTERPRISES) - Director Report

Company director report

To

The Members

The Directors of the Company take pleasure in presenting their 27th Annual Reporttogether with the annual audited financial statements for the financial year ended March31 2019.

FINANCIAL RESULTS:

The summary of the Company's financial performance for the financial year 2018-19 ascompared to the previous financial year 2017-18 is given below:

Particulars For the Year Ended March 31 2019 For the Year Ended March 31 2018
Revenue from operations 888460002 729077002
Other Income 3411095 5992914
Total Income 891871097 735069916
Expenditure (excluding depreciation) 874109050 714208125
Depreciation 2398274 1584226
Total Expenditure 876507324 715792351
Profit / (Loss) before Tax 15363773 19277565
Tax 3987416 5180500
Deferred Tax 233851 186669
Profit / (Loss) after tax 11142506 13910396
Earnings per share (Basic) 0.88 1.10
Earnings per share (Diluted) 0.88 1.10

HIGHLIGHTS ON COMPANY PERFORMANCE:

During the year Company has earned income of Rs. 891871097/- for the year 2018-2019including other income as compared to Rs. 735069916/- in the previous year. The NetProfit after tax was Rs. 11142506/- for the year 2018-2019 against the Net Profit of Rs13910396/- in the previous year.

DIVIDEND:

We recommend a dividend at the rate of 3% of total equity share capital (i.e. Rs. 0.15paise per equity shares of Rs.5 each) for the year ended 31st March 2019.

SHARE CAPITAL:

There are no changes in the Share Capital of the Company during the financial year.

TRASNFER TO RESERVES:

The Company has transferred Rs. 1000000 to reserves and surplus during the FinancialYear 2018-19.

DEPOSITS:

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 2019 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

ANNEXURE – I

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 – IIand also provided on the website of the Company www.ambaltd.com

AUDITORS:

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 2018-19.

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 2018-19.

Mr. Swaminath Jaiswar appointed as a Company Secretary of the w.e.f. 12.06.2018 andresigned w.e.f. 29.03.2019. Ms. Monika Sharma appointed as a Company Secretary of theCompany w.e.f. 20.04.2019 and Mrs. Sarika Bhise Director of the Company appointed as aCFO of the Company w.e.f. 20.04.2019.

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 Section149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations 2015.

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 is given in ANNEXURE – V tothis 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.

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 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 standards havebeen followed; appropriate accounting policies have been selected and applied consistentlyand estimates and judgments made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period; proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of Act have been taken forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities; the annual accounts have been prepared on a going concern basis; andproper 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) Regulations 2015 formspart 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.

BOARD MEETINGS:

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 2018-19 4 (Four) board meetings were held on 28.05.201814.08.2018 14.11.2018 and 04.02.2019. The gap between the two board meetings did notexceed 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

Sr. No. Particulars 2018-19 2017-18
1 Electricity units KWH( In Rs) 13907 14534
2 Value in Rs. 156948 126301

Consumption per unit of production

Sr. No. Particulars 2018-19 2017-18
1 Cost per unit (Rs.) 0.32 0.29
2 Consumption per ton of Production (Rs.) 324 290

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:

Sr. No. Particulars 2018-19 2017-18
1 Foreign Exchange Earnings -
2 Foreign Exchange outgoings 2925490.53 2312576.68

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 year2018-19 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 year2018-19 no cases under this mechanism were reported in the Company and any of itssubsidiaries/ 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 Redressal Committee 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.

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 and disposed offduring the calendar year:

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

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.

ACKNOWLEDGEMENTS:

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
Sd/-
Ketan Mehta
Managing Director
DIN: 01238700
Date: 28.08.2019
Place: Mumbai

ANNEXURE I

Details of Remuneration of Director

Details Pertaining to Remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Amended Rules 2016

I. The percentage increase in remuneration of each Director Chief Financial Officerand

Company Secretary during the financial year 2018-19 ratio of remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2018-19 and are as under :

Name of Director /KMP and Designation Remuneration of Director/KMP for financial year 2017-18 (`in lacs) Remuneration of Director/KMP for financial year 2018-19 (`in lacs) % increase in Remuneration in the Financial Year 2018-19 Ratio of Remuneration of each Director / to median remuneration of employees
1 Ketan Mehta Managing Director 5200000/- 5200000/- NA 52 :2.58
2 Sarika Bhise Director 455000 455000/- NA 4.55 :2.58
3 Swaminath Jaiswar CS - 577034/- NA

Notes:

1. Mr. Swaminath Jaiswar appointed as a Company Secretary of the Company w.e.f.12th June 2018 and resigned as on 29th March 2019.

II. The median remuneration of employees of the Company for the financial year was Rs.2.58 lacs.

III. During the financial year there was an increase of 0.30% in the medianremuneration of employees. IV. There were 16 permanent employees on the rolls of theCompany during the financial year. V. Average percentage increase made in the salaries ofthe employees other than the managerial personnel (Managing Director CEO and Whole-timeDirector) in the FY 2018-19 is 4.90%. VI. The market capitalization as on 31st March 2019is Rs.1461.02 lacs. (Rs.4652.72 lacs as on 31st March 2018).

VII. Price Earnings Ratio of the Company was 13.11 as on 31st March 2019 (33.40 as on31st March 2018).

VIII. It is hereby affirmed that the remuneration paid during the year ended 31stMarch 2019 is as per the Nomination & Remuneration Policy of the Company.

ANNEXURE – IV

Form AOC – 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of the Actincluding certain arm's length transactions under third proviso thereto:

1. Details of material contracts or arrangements or transactions not at arm'slength basis:

All contracts/arrangements/transactions entered into during the year ended March 312019 were at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's lengthbasis:

Name(s) of the related party and nature of relationshicp Nature of contract/ arrangemen ts/transacti ocns Duration of the contracts/arr angements / transactions Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board if any. Amount paid as advances if any.
Ketan Mehta Managing Director Remunerati nn Monthly 22.03.2017 5200000/-
Sarika Bhise Executive Director Remunerati on Monthly NA 455000/-
Swaminath Jaiswar Company Secretary Salary Monthly NA 577034/-
Ketan Mehta Managing Director Rent Paid as per Agreement NA 601920/-
Relatives of Key Managerial personal
Mrs Chhaya K Mehta Salary NA 1300000/-
Mrs. Chhaya K Mehta Rent 847000/-

ANNEXURE V

Gist of Nomination & Remuneration Policy

POLICY FOR REMUNERATION TO DIRECTORS/KEY MANAGERIAL PERSONNEL/SENIOR MANAGEMENTPERSONNEL

(1) Remuneration to Managing Director/Whole-time Directors:-

(a) The Remuneration/Commission etc. to be paid to Managing Director/ Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

(b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector/Whole-time Directors.

(2) Remuneration to Non-Executive/Independent Directors:-

(a) The Non-Executive/Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

(b) All the remuneration of the Non-Executive/Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197(5) of the CompaniesAct 2013) shall be subject to ceiling/limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

(c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company

(d) Any remuneration paid to Non-Executive/Independent Directors for services renderedwhich are of professional in nature shall not be considered as part of the remunerationfor the purposes of clause (b) above if the following conditions are satisfied:

(i) The services are rendered by such Director in his capacity as the professional; and

(ii) In the opinion of the Committee the director possesses the requisitequalification for the practice of that profession.

(3) Remuneration to Key Managerial Personnel and Senior Management:

(a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy.

(b) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.

(c) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

(1) The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

(2) The Committee may delegate any of its powers to one or more of its members.

.