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Ambar Protein Industries Ltd.

BSE: 519471 Sector: Industrials
NSE: N.A. ISIN Code: INE072V01017
BSE 00:00 | 27 Jan 422.55 1.35
(0.32%)
OPEN

430.00

HIGH

442.25

LOW

403.10

NSE 05:30 | 01 Jan Ambar Protein Industries Ltd
OPEN 430.00
PREVIOUS CLOSE 421.20
VOLUME 566
52-Week high 843.50
52-Week low 24.50
P/E 51.03
Mkt Cap.(Rs cr) 243
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 430.00
CLOSE 421.20
VOLUME 566
52-Week high 843.50
52-Week low 24.50
P/E 51.03
Mkt Cap.(Rs cr) 243
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ambar Protein Industries Ltd. (AMBARPROTEIN) - Director Report

Company director report

To the Members

Your Directors have pleasure in submitting their 29th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2022.

FINANCIAL RESULTS:

The financial highlights are depicted below:

(Rs. In Lacs)

PERTICULARS FOR THE YEAR ENDED ON 31.03.2022 FOR THE YEAR ENDED ON 31.03.2021
Income from Business Operations 33974.81 31330.08
Other Income 60.46 46.66
Total Income 34035.27 31376.74
Profit before Depreciation 718.75 518.10
Less: Depreciation 128.05 120.10
Profit after depreciation and Interest 590.70 398.00
Tax Expense
i. Current Tax 138.04 67.78
ii. Deferred Tax 7.63 (14.69)
Net Profit after Tax 445.03 344.91
Other Comprehensive Income 0 0
Total Comprehensive Income 445.06 344.91

Note: The above figures are extracted from the financial statements.

PERFORMANCE HIGHLIGHTS:

During the year your company has refined 21239.96 MT of cotton seed oil in itsrefinery (Previous Year: 27457.91 MT)

Company also purchased & packed 2134.92 MT Refined Groundnut Oil RefinedSunflower Refined Maize Oil Mustard Oil and Soybean Oil for resale.

Our total business operation income has increased to 33974.81 Lakhs from 31330.08 Lakhsin the previous year.

DIVIDEND:

In view of expansion of business your Directors do not recommend any dividend for theyear ended 31st March2022.

SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March 2022 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. 445.06 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.

DEPOSITS:

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 2022. There were no unclaimed or unpaiddeposits as on March 31 2022.

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 2022

1. Conservation of Energy: a) Company ensures that the manufacturingoperations are conducted in the manner whereby optimum utilization and maximum possiblesavings of energy is achieved. b) No specific investment has been made in reductionin energy consumption. c) As the impact of measures taken for conservation andoptimum utilization of energy are not quantitative its impact on cost cannot be statedaccurately. d) Since the Company does not fall under the list of industries whichshould furnish this information in Form-A as annexed to the aforesaid Rules the questionof furnishing the same does not arise

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 2021-22 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 OFREMUNERATION:

The Company’s Policy relating to appointment of Directors payment of Managerialremuneration Directors’ qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in "Annexure A" and is attached to this report.

ANNUAL RETURN:

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 2021-22 were on an arm’slength basis and in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013 (‘the Act’). All related partytransactions are placed before the Audit Committee for review and approval of theCommittee and also to the Board for approval. The details of related party transactionsentered into by the Company are provided in Form AOC-2 given as "Annexure C "ofBoard’s Report.

AUDITORS:

A. STATUTORY AUDITOR:

At the AGM of the Company held on September 30 2019 pursuant to the provisions of theAct and the Rules made thereunder Mrs. Monali D Shah Chartered Accountants (MembershipNo. 190489) was appointed as Statutory Auditors of the Company from the conclusion of the26th AGM till the conclusion of the 31st AGM.

The Audit Report on the Financial Statements of the Company for FY 2021-22 is a part ofthe Annual Report. The Report does not contain any qualification reservation adverseremark or disclaimer.

B. SECRETARIAL AUDITOR:

The Board of Directors of the Company appoint Saloni Shah Practicing CompanySecretary Ahmedabad on 29th June 2021 to conduct Secretarial Audit for theF.Y. 2021-22. The Secretarial Audit Report of Miss Saloni Shah Practicing CompanySecretary Ahmedabad for the financial year ended on 31st March 2022 is annexedas "Annexure D"

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:

The Company has obtained connectivity for dematerialization with Central DepositoryServices (India) Limited (CDSL) on 10th June 2016 and with National Securities DepositoryLimited (NSDL) on 24th June 2016 and Promoter & Promoter group has already initiatedthe process of dematerialization.

C. COST AUDITOR:

The Company is required to maintain cost records as specified by the Central Governmentas per Section 148(1) of the Act and the rules framed thereunder and accordingly theCompany has made and maintained such cost accounts and records.

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules2014 the Audit Committee recommended and the Board of Directors appointed M/s J. B.Mistri & Co. Cost Accountants (Firm Registration No. 101067) Ahmedabad beingeligible to conduct Cost Audits relating to Edible Oils of the Company for the yearending March 31 2023.

The Company has received their written consent and confirmation that the appointmentwill be in accordance with the applicable provisions of the Act and rules framedthereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directorson the recommendation of the Audit Committee and in terms of the Act and Rules therein.The Members are therefore requested to ratify the remuneration payable to M/s J. B. Mistri& Co. as set out in the Notice of the 28th AGM of the Company.

D. INTERNAL AUDITOR:

Mr. Dhaval K Shah Chartered Accountants was appointed by the Board of Directors toassist the Internal Auditor of the Company with the audit processes and internal auditreviews for the Company for FY 2022-23

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee under Section 143(12) of the Act details ofwhich needs to be mentioned in Director’s Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Six (6) Board Meetings were held during the financial year ended 31st March2022 on the following dates: 29/06/2021 09/08/2021 06/09/2021 13/11/2021 19/11/2021and 14/02/2022.

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 01st February 2022 at 01:30 PM at register office of the Company todiscuss 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:

In terms of the provisions of Section 134(5) of the Act your Directors confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31 March 2022 and the profit of the Companyfor that period;

c) they 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) they have prepared the annual accounts on a going concern basis; e) they have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and f) they have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.

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.

DIRECTORS:

Shri. Bharat Patel and Shri Shirish Patel retires at the 29th Annual GeneralMeeting and has offered himself and herself for reappointment.

KEY MANAGERIAL PERSONNEL:

Shri. Jaiprakash J Vachhani Whole Time Director 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.

INSURANCE

All the properties including buildings plant and machinery and stocks have beenadequately insured.

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 2022-23 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 attached as "Annexure E" andforms 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:

Audit Committee shall be comprising of 2(two) Independent Director and 1(one)Non-Executive Director:

Shri Pradip S Shah Chairman

Shri Meghal Chakravarti Member

Shri Shirish Patel Member

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 andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

INDUSTRIAL RELATIONS:

The relations between the employees and the management have remained cordial throughoutthe year.

ACKNOWLEDGEMENTS:

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.

By Order of the Board of Directors
Date: 13th August 2022 Jayprakash J Vachhani Pradeep C Khetani
Place: Ahmedabad Whole time Director Managing Director
(Din: 00385897) (Din: 01786030)

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