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Ambar Protein Industries Ltd.

BSE: 519471 Sector: Industrials
NSE: N.A. ISIN Code: INE072V01017
BSE 00:00 | 19 Nov Ambar Protein Industries Ltd
NSE 05:30 | 01 Jan Ambar Protein Industries Ltd
OPEN 7.00
PREVIOUS CLOSE 7.00
VOLUME 100
52-Week high 7.00
52-Week low 0.00
P/E 2.42
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.00
CLOSE 7.00
VOLUME 100
52-Week high 7.00
52-Week low 0.00
P/E 2.42
Mkt Cap.(Rs cr) 4
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 26th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2019.

FINANCIAL RESULTS:

The financial highlights are depicted below: (Rs. In Lacs)

PERTICULARS FOR THE YEAR ENDED ON 31.03.2019 FOR THE YEAR ENDED ON 31.03.2018
Income from Business Operations 23045.28 20602.75
Other Income 40.57 87.30
Total Income 23085.85 20690.05
Profit before Depreciation 309.19 318.12
Less: Depreciation 25.78 24.64
Profit after depreciation and Interest 283.41 293.48
Tax Expense
i. Current Tax 68.86 76.29
ii. Deferred Tax 11.18 1.72
Net Profit after Tax 203.37 215.47
Other Comprehensive Income 0 0
Total Comprehensive Income 203.37 215.47

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

PERFORMANCE HIGHLIGHTS:

During the year your company has refined 2610.93 MT of cotton seed oil in its refinery(Previous Year: 23430.29 MT)

Company also purchased & packed 3558.20 MT Refined Groundnut Oil RefinedSunflower Refined Maize Oil Mustard Oil and Soybean Oil for resale. Our total businessoperation income has increased to 23045.28 Lakhs from 20602.75 Lakhs in the previous year.

DIVIDEND:

In view of expansion of business your Directors do not recommend any dividend for theyear ended 31st March2019.

SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March 2019 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. 203.37 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 2019. There were no unclaimed or unpaiddeposits as on March 31 2019.

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 2019

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.

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 2018-19 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 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 2018-19 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’) and the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. 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.

AUDITORS:

A. STATUTORY AUDITOR:

Mr. Dhaval K Shah. Chartered Accountants (Membership No. 154176) was appointed asstatutory auditor of a Company and he is holding office of the auditor up to theconclusion of the 26th AGM. The term 5(Five) years of Statutory Auditor namely Mr. DhavalK Shah expires on 31st March 2019 and as per section 139 of Companies Act 2013 anindividual auditor who has completed his term shall not eligible for re-appointment as anauditor in the same Company for five years from the Completion of his term.

Accordingly as per the said requirements of the Act Mrs. Monali D Shah CharteredAccountants (Membership No. 190489) is proposed to be appointed as auditors for a periodof 5 years commencing from the conclusion of 26th AGM till the conclusion of the 31st AGMsubject to ratification by shareholders every year as may be applicable in place of Mr.Dhaval K Shah. Chartered Accountants (Membership No. 154176).

Mrs. Monali D Shah Chartered Accountants (Membership No. 190489) have consented tothe said appointment and confirmed that their appointment if made would be within thelimits specified under Section 141(3)(g) of the Act. They have further confirmed that theyare not disqualified to be appointed as statutory auditors in terms of the provisions ofthe proviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and theprovisions of the Companies (Audit and Auditors) Rules 2014.

The Audit Committee and the Board of Directors have recommended the appointment of Mrs.Monali D Shah Chartered Accountants (Membership No. 190489) as statutory auditors of theCompany from the conclusion of the 26th AGM till the conclusion of 31st AGM to theshareholders.

B. SECRETARIAL AUDITOR:

The Board of Directors of the Company appoint Miss. Saloni Shah Practicing CompanySecretary Ahmedabad on 30th May 2019 to conduct Secretarial Audit for the F.Y.2018-19. The Secretarial Audit Report of Miss Saloni Shah Practicing Company SecretaryAhmedabad for the financial year ended on 31st March 2019 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 June 2016 and with National Securities Depository Limited (NSDL) on 24th June2016 and Promoter & Promoter group has already initiated the process ofdematerialization.

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 2019-20

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Five (5) Board Meetings were held during the financial year ended 31stMarch 2019 on the following dates: 30/05/2018 14/08/2018 14/11/2018 31/12/2018 and14/02/2019.

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 02nd February 2019 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 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 2019 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.

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. Dashrath Ashabhai Patel and Smt Shobhana Jayprakash Vachhani retires at the 26thAnnual General Meeting and has offered himself for re-appointment.

During the year under review Shri. Vinodrai Hirji Kansagara resigned as IndependentDirector of the Company w.e.f 10th April 2019.

The tenure of Shri Jayprakash J Vachhani and Shri Pradeep C Khetani as Whole timeDirector and Managing Director of the Company expired on 30th May 2019. Theywere further appointed for a period of 5 (five) consecutive years as the Whole timeDirector and Managing Director of the Company respectively w.e.f 1st June 2019 by theBoard of Directors of the Company in the meeting held on 30th May 2019. Approval ofmembers of the Company is required for the said appointment which is made part of thenotice convening the ensuing Annual General Meeting of the Company

The tenure of Shri Pradip S Shah Shri Parimal B Shah and Meghal Chakrawarti as anIndependent Director of the Company expired on 31st March 2020. They werefurther appointed for the period of 5 (five) consecutive years as Independent Director ofthe Company respectively w.e.f 1st April 2020 by the Board of Directors of theCompany in the meeting held on 14th August 2019. Approval of members of theCompany is required for the said appointment which is made part of the notice conveningthe ensuing Annual General Meeting of the Company.

Shri Pradip S Shah was re designated as Chairman and Independent Director of theCompany w.e.f 14th August 2019.

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.

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 2019-20 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:

Reconstitution of Audit Committee due to resignation of Shri Vinodrai H Kansagara NewCommittee shall be comprise of 3(three) Independent Director:

• Shri Pradip S Shah Chairman
• Shri Suresh Shah Member
• Shri Rajendra D Ganatra Member

employees and other Directors. The Company has also provided adequate safeguardsagainst victimization of employees and Directors who express their concerns. The Companyhas also provided direct access to the chairman of the Audit Committee on reporting issuesconcerning 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.

OTHER INFORMATION:

Company has successfully installed 200 TPD refinery and started its commercialproduction w.e.f 01st April 2019.

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: 14th August 2019 Jayprakash J Vachhani Pradeep C Khetani
Place: Ahmedabad Whole time Director Managing Director
(Din: 00385897) (Din: 01786030)

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 beappointed as Director of the Company should be eligible to be appointed as Director andmust hold Director Identification Number issued by the Central Government and possess suchqualification expertise and experience as prescribed 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 (ManagerialPersonnel):

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 Directorshall hold office for a term up to five consecutive years on the Board of the Company andwill be eligible for re-appointment on passing of a special resolution by the Company anddisclosure of such appointment 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.

1.3 Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at such interval as deemed fit.

1.4 Removal:

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.

1.5 Retirement:

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. tothe Managerial Personnel will be determined by the Committee and recommended to the Boardfor approval which shall be subject to the prior/post approval of the shareholders of theCompany and Central Government 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.

(c) Commission:

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.

(c) Commission:

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.

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