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Amba Enterprises Ltd.

BSE: 539196 Sector: Engineering
NSE: N.A. ISIN Code: INE829P01020
BSE 14:00 | 20 Sep 29.30 -0.20
(-0.68%)
OPEN

29.60

HIGH

30.90

LOW

28.05

NSE 05:30 | 01 Jan Amba Enterprises Ltd
OPEN 29.60
PREVIOUS CLOSE 29.50
VOLUME 17433
52-Week high 31.85
52-Week low 8.21
P/E 12.42
Mkt Cap.(Rs cr) 37
Buy Price 28.05
Buy Qty 200.00
Sell Price 29.30
Sell Qty 6627.00
OPEN 29.60
CLOSE 29.50
VOLUME 17433
52-Week high 31.85
52-Week low 8.21
P/E 12.42
Mkt Cap.(Rs cr) 37
Buy Price 28.05
Buy Qty 200.00
Sell Price 29.30
Sell Qty 6627.00

Amba Enterprises Ltd. (AMBAENTERPRISES) - Director Report

Company director report

Dear Members

Your Directors present the Twenty Eight Annual Report of the Company together with theaudited financial statements for the financial year ended March 31 2020.

FINANCIAL PERFORMANCE

The financial performance of the Company is as follows:

Particulars Financial Year Financial Year
2019-20 2018-2019
Revenue from operations 1007218927 888460002
Other Income 1901997 3411095
Total Income 1009120924 891871097
Expenditure (excluding depreciation) 986532357 874109050
Depreciation 3482760 2398274
Total Expenditure 990015117 876507324
Profit / (Loss) before Tax 19105807 15363773
Tax 5257500 3987416
Deferred Tax 234503 233851
Profit / (Loss) after tax 13613804 11142506
Earnings per share (Basic) 1.08 0.88
Earnings per share (Diluted) 1.08 0.88

REVIEW OF PERFORMANCE

During the year under review your Company has earned income of Rs. 1009120924/-including other income as compared to Rs. 891871097/- in the previous financial year.The Net Profit after tax was Rs. 13613804/- against the Net Profit of Rs 11142506/-in the previous financial year

DIVIDEND

The Board has not recommended dividend for the financial year ended March 31 2020

SHARE CAPITAL

During the year under review there were no changes in the Share Capital of theCompany. \

TRANSFER TO GENERAL RESERVES

The Board has decided to transfer Rs. 1000000 to General Reserves for the year underreview.

DEPOSITS

The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as at March 312019.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The details of loans guarantees investments and security as required under theprovisions of section 186 of the Act are provided in the note no. 16 and 18 in Notesforming part of the Financial Statements which forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review there were no significant material orders passed by theRegulators or Courts or Tribunal which would impact the going concern status of theCompany 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 is given in ANNEXURE - I

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3)(a) of the Act an extract of annual return in theprescribed Form MGT-9 is given in ANNEXURE II which forms part of this Report. Thecopy of the draft Annual Return is also available on the Company's website atwww.ambaltd.com

AUDITORS:

1. Statutory Auditors

Pursuant to the provisions of section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 M/s. Anil Gala & Associates Chartered Accountants (FirmRegistration No. 126344W) has been appointed as the Statutory Auditors of the Company tohold office for a term of five years from the conclusion of the Twenty Fifth AGM of theCompany held on September 25 2017 until the conclusion of the Twenty Eight AGM of theCompany to be held in the year 2022.

The Company has received a certificate from the Statutory Auditors confirming that theyare eligible to continue as Statutory Auditors of the Company under section 141 of theAct.

The Auditors' Report on the Financial Statements of the Company for the financial yearended March 31 2020 is issued with unmodified opinion.

2. Secretarial Auditor

M/s. SARK & Associates Practicing Company Secretary were appointed as SecretarialAuditor to conduct the secretarial audit of the Company for the financial year 2019-20 asrequired under section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2019-20 is given as ANNEXURE IIIwhich forms part of this Report.

The said Secretarial Audit Report does not contain any qualification reservation oradverse remark.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review all transactions entered into by the Company with relatedparties were in the ordinary course of business and on an arm's length basis. Particularsof contracts or arrangements with related parties as required under section 134(3)(h) ofthe Act in the prescribed Form AOC-2 is given in ANNEXURE III which forms part ofthis Report.

Disclosure of transactions with related parties as required under Listing Regulationsand the applicable Accounting Standards is given in the Note no. 32 forming part of theFinancial Statements.

NUMBER OF MEETINGS OF THE BOARD

During the year under review 9 meetings of the Board of Directors of the Company wereheld on 20.04.2019 27.05.2019 13.08.2019 28.08.2019 30.10.2019 14.11.201929.11.2019 27.01.2020 and 05.02.2020.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Swaminath Jaiswar resigned as a Company Secretary ofthe Company w.e.f. March 29 2019 and ceased to be the Compliance Officer of the Company.

Ms. Monika Sharma was appointed as a Company Secretary w.e.f. April 20 2019 and alsoappointed as the Compliance Officer of the Company.

Ms. Sarika Bhise - Director of the Company was appointed as Chief Financial Officer ofthe Company with effect from April 20 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 Section 149(6) of the Companies Act 2013 and Regulation16 (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 Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and such othermatters as provided under sub-section (3) of Section 178 of the Act forms part of theCorporate 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 rules issued thereunderand Regulation 17(10) of the Listing Regulations and guidance note issued by SEBI theIndependent Directors of the Board carried out the annual evaluation of the performance ofthe Board as a whole the Directors individually as well as of various Committees of theBoard. The performance evaluation of the Independent Directors was carried out by theNomination 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 of reference andmeetings held during the year are provided in Corporate Governance Report which forms partof this 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 for the financial year ended March 312020 the applicable accounting standards have been followed;

• they have selected such accounting policies and applied them consistently andmade judgments and estimates that 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;

• they have taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and irregularities;

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

• they have laid down Internal Financial Controls which are adequate and areoperating effectively;

• they have devised proper systems to ensure compliance with the provisions of allapplicable laws and 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.

CORPORATE GOVERNANCE REPORT

The Company's Corporate Governance Report for the year under review forms part of thisAnnual Report.

A certificate from the Statutory Auditors of the Company regarding the compliance withthe conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses(b) to (i) of sub-regulation (2) of regulation 46 and para C and D of Schedule V of theListing Regulations is annexed to Corporate Governance Report and forms part of thisReport.

MANAGEMENT DISCUSSION AND ANALYSIS

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

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

Particulars 2019-20 2018-19
1 Electricity units KWH( In Rs) 10723 13907
2 Value in Rs. 142190 156948

Consumption per unit of production

Particulars 2019-20 2018-19
1 Cost per unit (Rs.) 0.24 0.32
2 Consumption per ton of Production (Rs.) 237 324

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:

Particulars 2019-20 2018-19
1 Foreign Exchange Earnings - -
2 Foreign Exchange outgoings - 2925490.53

LISTING OF SHARES OF THE COMPANY

The Equity Shares of your Company continue to remain listed on Bombay Stock ExchangeLtd.

The listing fees as applicable has been paid to the BSE Limited for the financial year2019-20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has Vigil Mechanism and Whistle Blower Policy for Stakeholders of theCompany to report genuine concerns that could have serious impact on the operations andperformance of the business of the Company and also available on the Company's website atwww.ambaltd.com

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:

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

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to section 124 of the Act dividends that are unclaimed for a period of sevenyears are required to be transferred to the IEPF established by the Government of India.During the year under review there were no outstanding amount of unclaimed dividendswhich was liable to transfer to the IEPF.

ACKNOWLEDGEMENTS

The Board thanks our customers bankers investors shareholders vendors and otherstakeholders for their continued support and patronage extended to the Company and placeson records its sincere appreciation of the wholehearted contribution made by ouremployees for the Company's consistent growth and achievements.

For and on behalf of the Board of Directors

Sd/-

Ketan Mehta

Managing Director

DIN: 01238700

Date: June 30 2020

Place: Mumbai

.