To the Members
Your Directors have pleasure in submitting their 25th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2018.
The Company has adopted Indian Accounting Standards (Ind AS) from 1st April 2017. Thefigures for the Year ended 31st March 2017 (previous year) are also Ind AS compliant.
The financial highlights are depicted below:
(Rs. In Lacs)
|PERTICULARS ||FOR THE YEAR ENDED ON 31.03.2018 ||FOR THE YEAR ENDED ON 31.03.2017 |
|Income from Business Operations ||20602.75 ||19524.28 |
|Other Income ||87.30 ||85.62 |
|Total Income ||20690.05 ||19609.90 |
|Profit before Depreciation ||318.12 ||265.72 |
|Less: Depreciation ||24.64 ||20.50 |
|Profit after depreciation and Interest ||293.48 ||245.22 |
|Tax Expense || || |
|i. Current Tax ||76.29 ||0 |
|ii. Deferred Tax ||1.72 ||4.50 |
|Net Profit after Tax ||215.47 ||240.72 |
|Other Comprehensive Income ||0 ||0 |
|Total Comprehensive Income ||215.47 ||240.72 |
Note: The above figures are extracted from the financial statements.
During the year your company has refined 23430.29 MT of cotton seed oil in itsrefinery (Previous Year: 23368.18 MT) and refined 2749.27 MT through Job work (PreviousYear: Nil) Company also purchased & packed 2564.14 MT Refined Groundnut Oil RefinedSunflower Refined Maize Oil and Soybean Oil for resale. Our total business operationincome has increased to 20602.75 Lakhs from 19524.28 Lakhs in the previous year. Profitbefore tax for the year increased from 245.22 Lakhs to 293.48 Lakhs in the current year.
In view of expansion of business activity your Directors do not recommend any dividendfor the year ended 31st March 2018.
During the financial year 2017-18 the Company has redeemed 115000 Non-CumulativeRedeemable Preference Shares of Rs.100/- each at par which aggregated to Rs.11500000(Rupees One Crore Fifteen Lacs only). As required an amount of Rs.11500000 (Rupees OneCrore Fifteen Lacs only) has been transferred to Capital Redemption Reserve out of thecarried over profits.
The paid-up Equity Share Capital as on 31st March 2018 was 575.00 Lacs. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.
AMOUNTS TRANSFER TO RESERVES:
During the year under review the Company has not transferred any amount to GeneralReserve of the company. The Company earned net profit of Rs. 215.47 Lacs which has beentransferred to surplus in the statement of profit and loss account.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or Associate Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
The Company has neither invited nor accepted any deposits within the meaning of Section73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 fromthe public during the year ended March 31 2018. There were no unclaimed or unpaiddeposits as on March 31 2018.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEAND THE DATE OF THE REPORT: No material changes and commitments affecting thefinancial position of the Company occurred between the end of the financial year to whichthis financial statement relate on the date of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 for the year ended on 31stMarch 2018
1. Conservation of Energy:
a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.
2. Technology Absorption:
Company's products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required.
3. Foreign Exchange Earning and Outgo:
During the period under review the foreign exchange earnings and outflow was asfollows:
|Year 2017-18 ||Amount Rs |
|Foreign Earnings ||NIL |
|Foreign Outflow ||NIL |
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY:
All the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to your Company as the Company does not fall under the criteria of itsapplicability pursuant to Regulation 15 of SEBI Listing Regulations. However all theProvisions Rules and Regulations under the Companies Act 2013 related to the CorporateGovernance are applicable to the extent and have been comply by the Company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES: The Company has not developed and implemented anyCorporate Social Responsibility initiatives as the said provisions are not applicable.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION:
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in "Annexure A" and is attached to this report.
The extracts of Annual Return pursuant to the provisions of Section 134(3) (a) andSection 92 read with Rule 12 of the Companies (Management and administration) Rules 2014is furnished in "Annexure B" and is attached to this Report
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
RELATED PARTY TRANSACTIONS:
All related party transactions entered into during FY 2017-18 were on an arm's lengthbasis and in the ordinary course of business and were in compliance with the applicableprovisions of the Companies Act 2013 (the Act') and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
All related party transactions are placed before the Audit Committee for review andapproval of the Committee and also to the Board for approval. The details of related partytransactions entered into by the Company are provided in Form AOC-2 given as "AnnexureC "of Board's Report.
A. STATUTORY AUDITOR:
Mr Dhaval K Shah Chartered Accountant (Membership No. 154176) was appointed as theStatutory Auditor of the Company for a consecutive period of 2 years from 24th AGM tillthe conclusion of 26th AGM subject to ratification at each AGM. The Company has obtainedwritten consent from them and a certificate to the effect that ratification of theirappointment if made at the ensuing AGM will be in accordance with the provisions ofSection 139 of the Companies Act 2013 and such conditions as may be prescribed.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatory andneeds no further explanation.
B. SECRETARIAL AUDITOR:
The Board of Directors of the Company appoint Miss. Saloni Shah Practicing CompanySecretary Ahmedabad on 30th May 2018 to conduct Secretarial Audit for the F.Y.2017-18. The Secretarial Audit Report of Miss Saloni Shah Practicing Company SecretaryAhmedabad for the financial year ended on 31st March 2018 is annexed as "AnnexureD" There are no qualifications or adverse remarks in the Report which require anyclarification/ explanation. However explanation/clarification to observations made by thePCS in his report are as under: a. The Company has obtained connectivity fordematerialization with Central Depository Services (India) Limited (CDSL) on 10th June2016 and with National Securities Depository Limited (NSDL) on 24th June 2016 andPromoter & Promoter group has already initiated the process of dematerialization. b.BSE has revoked the suspension in trading of Equity shares of the Company w.e.f. August04 2017
C. COST AUDITOR:
M/s J. B. Mistri & Co. Cost Accountants (Firm Registration No. 101067) AhmedabadCost Auditor of the Company have been appointed as Cost Auditor to conduct audit of thecost accounts maintain by the Company relating to Edible Oil business for the F.Y 2018-19
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
Six (6) Board Meetings were held during the financial year ended 31st March2018 on the following dates: 30/05/2017 14/08/2017 14/09/2017 14/12/2017 12/01/2018and 14/02/2018.
The intervening gap between the Meetings was within the period prescribe under theCompanies Act 2013.
As per Schedule IV of the Companies Act 2013 a separate meeting of IndependentDirector was on 26th March 2017 at 11:30 AM at register office of the Companyto discuss the agenda items as required under the Companies Act 2013.
DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid.
DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THECOMPANIES ACT 2013:
Accordingly pursuant to Section 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
a) In the preparation of the annual accounts for the year ending March 31 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departure;
b) The directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that were reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the profit or loss of the Company for the year under review.
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
d) The annual accounts have been prepared on going concern basis; e) The Directors havelaid down internal financial controls which are adequate and are operating effectively.f) The Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such system was adequate and operating effectively.
INDIAN ACCOUNTING STANDARD (IND AS)
The Ministry of Corporate Affairs (MCA) vide its notification in the official Gazettedated 16th February 2015 notified the IND AS applicable to certain class of thecompanies. IND AS has replaced the existing Indian GAAP prescribed under section 133 ofthe Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. TheCompany adopted Indian Accounting Standards ("Ind AS") with effect from 01stApril 2017 (transition date being 01st April 2016). This is the first year ofimplementation of the Indian Accounting Standards. The financial statements for the yearended on 31st March 2018 have been prepared in accordance with the Indian AccountingStandards (Ind AS). The financial statements for the year ended on 31st March 2017 havebeen recasted in accordance with Ind AS for comparative information.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 various regulations related to Corporate Governance under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 not applicable to the company.The Management Discussion and Analysis is made a part of this report.
Shri. Shirishkumar Dashrathbhai Patel (DIN: 07150566) and Shri Bharatbhai DashrathbhaiPatel (DIN: 07150579) retires at the 25th Annual General Meeting and hasoffered himself for re-appointment.
KEY MANAGERIAL PERSONNEL:
Shri. Jaiprakash J Vachhani Chairman and WTD Shri Pradeep C Khetani ManagingDirector Shri Dhiraj M Panchal CFO and Shri Mehul A Mehta Company Secretary are the KeyManagerial Personnel of the Company.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company have given the declaration to the Company thatthey meet the criteria of independence as prescribed under Section 149(6) of the CompaniesAct 2013.
LISTING OF EQUITY SHARES:
The Equity shares of the Company are presently listed with the BSE i.e. The BombayStock Exchange Ltd. The Company has paid annual listing fees for the year 2018-19 to BSE.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators / Courts thatwould impact the going concern status of the Company and its future operations.
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 is attachedas "Annexure E" and forms an integral part of this report.
The information required pursuant to section 197(12) read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable because Company has not employed any employee drawing salary of amounting Rs.5 00000/- per month or Rs. 6000000/- per annum during the year under review.
ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company is conducting operations in such a manner so as to ensure safetyof all concerned compliances of environmental regulations and preservation of naturalresources.
As required by the Sexual Harassment of Woman at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has formulated and implemented guidelines on preventionof sexual harassment at workplace with a mechanism of lodging and redressal of complaints.During the year under review no complaints were reported to the Committee
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:
The Audit Committee consists of:
Shri Sureshbhai R Shah
Shri Vinodrai H Kansagara
Shri Rajendra D Ganatra
Shri Meghal H Chakravati
The above composition of the Audit Committee consists of all independent Directors.
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
The Company has purchase new refinery and setting up a refining unit at the factorypremises for refining of edible as well as non-edible oil with capacity of 200 TPD andexpect production in month of September 2018. The said consideration of proposal by theBoard has also been intimated to the stock exchanges
The relations between the employees and the management have remained cordial throughoutthe year.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
|Registered Office: ||For and on behalf of the Board of Directors |
|Changodar Sarkhej-Bavla highway ||For Ambar Protein Industries Limited |
|Dist. Ahmedabad ||Jayprakash Vachhani |
|Dated: 14-08-2018. ||Chairman |
THE CONTENTS OF NOMINATION AND REMUNERATION POLICY OF THE COMPANY PREPARED INACCORDANCE WITH THE PROVISIONS OF SECTION 178 OF THE COMPANIES ACT 2013 ARE PROVIDEDHEREUNDER.
Policy on Directors' Appointment and Remuneration
1.1 Appointment criteria and qualifications:
a) A person who is proposed to be appointed as Director of the Company should beeligible to be appointed as Director and must hold Director Identification Number issuedby the Central Government and possess such qualification expertise and experience asprescribed under the Act.
b) Without prejudice to generality of the above a person who is proposed to beappointed as an Independent Director shall also be subject to compliance of provisions ofsection 149(6).
c) KMP or Senior Management personnel shall have adequate qualification expertise andexperience in the relevant field for which the appointment is proposed to be made.
d) The Committee has discretion to decide whether qualification expertise andexperience possessed by a person is sufficient / satisfactory for the concerned position.
1.2 Term / Tenure:
a) Managing Director/Whole-time Director/Manager (Managerial Personnel):
The Company shall appoint or re-appoint any person as its Managerial Personnel for aterm not exceeding five years at a time. No re-appointment shall be made earlier than oneyear before the expiry of term.
b) Independent Director: An Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and will be eligible forre-appointment on passing of a special resolution by the Company and disclosure of suchappointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at such interval as deemed fit.
The Committee may recommend the Board for removal of a Director KMP or SeniorManagement Personnel for reasons recorded in writing. The Procedure for removal of anyDirector shall be as per the provisions of the Act in this regard.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Company will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
2.1 Remuneration Policy:
a) The remuneration / compensation / commission etc. to the Managerial Personnel willbe determined by the Committee and recommended to the Board for approval which shall besubject to the prior/post approval of the shareholders of the Company and CentralGovernment wherever required.
b) The remuneration and commission to be paid to the Managerial Personnel shall be inaccordance with the percentage / slabs / conditions as per the provisions of the Act.
c) Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the limits approved by theShareholders in the case of Managerial Personnel.
d) Where any insurance is taken by the Company on behalf of its Managerial PersonnelChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying the against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.
2.2 Remuneration to Managerial Personnel KMP Senior Management Personnel and OtherEmployees: (a) Fixed pay:
The Managerial Personnel shall be eligible for a monthly remuneration as may beapproved by the Board on the recommendation of the Committee in accordance with theprovisions of the Companies Act2013 and rules made thereunder for the time being inforce. The breakup of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses club fees other non-monetarybenefits etc. shall be decided and approved by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.
(b) Variable Pay:
The Managerial Personnel shall be eligible to a performance linked incentive as may bedetermined by the Board from time to time.
The Managerial Personnel may be paid commission if approved by the shareholders. Theshareholders may authorise the Board to declare commission to be paid to any ManagerialPersonnel of the Board.
(d) Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managerial Personnel in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of the Central Government.
(e) Provisions for refund of excess remuneration:
If any Managerial Personnel draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recovery of such sum refundable to it unless permitted by theCentral Government.
(f) The remuneration to Company Secretary CFO Senior Management Personnel andother employees shall be governed by the HR Policy of the Company.
2.3 Remuneration to Non-Executive / Independent Director: (a) Remuneration:
The remuneration shall be in accordance with the provisions of the Companies Act 2013and rules made there under for the time being in force.
(b) Sitting Fees:
The Non-Executive / Independent Director may receive fees for attending meetings of theCompany. Provided that the amount of such fees shall not exceed ` 1 Lac per meeting of theBoard or Committee or such amount as may be prescribed under the Act. Additionally theNon-Executive Directors shall be reimbursed traveling and incidental expenses incurred forattending the meeting.
Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act
(d) Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.