The Members of
Ambassador Intra Holdings Limited
The Directors take pleasure in presenting the 38th Annual Report togetherwith Audited accounts of the company for the year ended on 31st March 2020which they trust will meet with your approval.
| || |
(Amount in Rs.)
|1. Financial Results: ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 |
|Profit before Interest Depreciation & Taxes ||69290 ||649323 |
|Less : || || |
|Finance Cost ||10502 ||1768 |
|Depreciation ||4590 ||2322 |
|Current Tax Provision ||12480 ||160000 |
|Deferred Tax Provision ||Nil ||Nil |
|Total || || |
|Net Profit/ (loss) After Tax ||41718 ||485233 |
The total sales and other income during the year have been Rs.50242476 compared toRs. 108024446 in the previous year. The Company's Profit for the year beforedepreciation interest and taxation has been Rs.69290 (P.Y. Rs. 649323) and the NetProfit after interest depreciation prior period adjustments & taxes are Rs. 41718(P.Y. Rs. 485233).
In order to conserve and plough back the resources your directors have not recommendedany dividend for the year on equity shares of the Company.
During the year the Company has not taken any Term Loan nor was any outstanding termloan there.
5. Share capital:-
The paid up equity share capital as at 31st March 2020 is stood at Rs.20908340/- divided into 2090834 equity shares of Rs. 10 each.
The Equity Shares of the Company are listed on BSE Limited. The Company is regular inpayment of all kind of fees to the exchange for the year 2019-20.
The ISIN and Scrip Code of the Company is as under:
Scrip Code: 542524
Further members are requested to convert their physical shares into Demat form asphysical shares can't be transferred because SEBI has recently amended relevant provisionsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to disallowlisted companies from accepting request for transfer of securities which are held inphysical form with effect from April 1 2019. The shareholders who continue to holdshares and other types of securities of listed companies in physical form even after thisdate will not be able to lodge the shares with company/its RTA for further transfer. Theywill need to convert them to demat form compulsorily if they wish to effect any transfer.Only the requests for transmission and transposition of securities in physical form willbe accepted by the listed companies/their RTAs.
7. Disclosure Under Rule 8 (5) Of Companies (Accounts) Rules 2014:
Change in Nature of Company Business:
During the year under review the business of the company has not been changed.
Details of Directors/Key Managerial Personnel Appointed/Resigned:
During the year under review No directors has appointed/resigned.
Details of Holding/Subsidiary Companies/Joint Ventures/Associate Companies:
During the year under review there was no holding/Subsidiary Company/JointVentures/Associate Companies.
Event Subsequent to the Date of Financial Statement
There were no material changes and commitments affecting the financial position of theCompany subsequent to the end of the financial year.
The World Health Organisation had declared the Covid-19 Novel Corona Virus as thePandemic and due to its possible outbreak in the entire India the Government had imposeda nationwide lock down to stop its outbreak in India. The lockdown was imposed in fourstages from 25th of March 2020. Further as per the government's directionall business/industrial activities were stopped except the things which come underessential commodities. In view of the same our factory premises and registered officepremises was closed and the entire operations was also stopped.
The consequences of this pandemic affected adversely both on our lives and livelihoodis yet to be fully ascertained. The gradual ceasing of economic activities across theworld and also in India over a prolonged period has shattered economies and led to anunprecedented rise in unemployment across the world.
Never ever has any economic devastation been so severe and wide spread. Corporationsacross the world are gradually working towards restoration of economic activities but arestill far from reaching optimum levels. At this stage there is no rule book to advice onthe future course of action and there are significant uncertainties even today about thefuture. In India also after one of the most severe and longest lockdowns we are stillnavigating the headwinds and trying to get back to "life as usual" withsignificant restrictions and constraints.
Further the Company is taking all the recommended precautions and safeguard measuresas per the directives/guidelines/circulars issued by the Central Government and therespective State Government(s) from time to time as far as prevention and spreading ofCOVID-19 pandemic is concerned.
Your Company is continuously monitoring and assessing the impact of COVID-19 pandemicon the business turnover profitability and liquidity position particularly at subsidiarylevels and will be taking all the necessary steps in future in line with the variousdirectives issued by the Regulatory authorities from time to time.
The Company has not invited any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there are no particulars to report about the depositfalling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules 2014.
Details of Significant and Material Orders passed by Regulators or Courts or Tribunals:
During the year under review there were no significant and material orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status. Noorder has been passed by any Regulators or Court or Tribunals which may have impact on theCompany's operation in future.
Internal Financial Controls:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including the adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosure.
The Company has set up a whistleblower policy which can be viewed on the Company'swebsite www.ambassadorintra.com. In terms of the said policy the Directors and employeesare given direct access to the Managing Director as well as Chairman of the AuditCommittee to report on alleged wrongdoings. The said policy has been made available at theRegistered Office of the Company at conspicuous places to enable the employees to reportconcerns if any directly to the Managing Director as well as Chairman of the AuditCommittee. Employees who join the Company newly are apprised of the availability of thesaid policy as a part of their induction schedule. The above is in compliance of Section177 (9) & (10) of the Companies Act 2013 and in terms of Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
8. Director's Responsibility Statement:
As required under the provisions of Section 134(3) (c) of the Act your Directorsreport that:
(a) In the preparation of the annual accounts for the financial year ended 31 March2020 the applicable accounting standards have been followed.
(b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profits of the Company for that period.
(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 Directors have prepared the annual accounts for the year ended 31 March 2020on a going concern basis.
(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
9. Details of Meetings of the Board and its Committees:-
The Board of Directors met Five (4) times during the financial year 2019-20 and thedetails of the meeting are as follows:-
|Sr. No ||Date of Meeting ||Attendance of Directors |
|1 ||27/05/2019 ||All Directors |
|2 ||05/08/2019 ||All Directors |
|3 ||13/11/2019 ||All Directors |
|4 ||12/02/2020 ||All Directors |
The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.
As per Schedule IV of the Companies Act 2013 a separate meeting of IndependentDirectors without the attendance of Non-Independent Directors was held on February 122020 to discuss the agenda items as required under the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The independent directors reviewed the performance of non-independent directors andthe Board as whole reviewed the performance of the chairperson of the company taking intoaccount the views of executive and non executive directors and assessed the qualityquantity and timeliness flow of information between the Company Management and the Boardthat is necessary for the Board to effectively and reasonably perform their duties. TheIndependent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions.
The Audit Committee met Four (4) times during the financial year 2019-20 and thedetails of the meeting are as follows:
|Sr. No ||Date of Meeting ||Attendance of Members |
|1. ||27/05/2019 ||Chairman & all other members were present |
|2. ||05/08/2019 ||Chairman & all other members were present |
|3. ||13/11/2019 ||Chairman & all other members were present |
|4. ||12/02/2020 ||Chairman & all other members were present |
The Nomination & Remuneration Committee met One (1) times during the financial year2019-20 and the details of the meeting are as follows.
|Sr. No ||Date of Meeting ||Attendance of Members |
|1. ||28/05/2019 ||Chairman & all other members were present |
The Compositions of Audit Committee Stakeholder Relationship Committee &Nomination & Remuneration Committee as on 31st March 2020 are as follows:
|Name of the Members ||Chairman/Member |
|Ms. Anjali Mehra ||Chairman |
|Mr. Nirmalkumar Tiwari ||Member |
|Mr. Naresh Chiplunkar ||Member |
10. Corporate Governance And Management Discussion And Analysis Report:
Pursuant to Regulations 15 of SEBI (LODR) Regulations 2015 Corporate Governanceprovisions as specified is not applicable to the Company since the paid up share capitalof the Company and the Net worth is below the threshold limits prescribed under SEBI(LODR).
Management Discussion and Analysis Report:-
In terms of the Regulations 34(e) of SEBI (LODR) Regulations 2015 ManagementDiscussion and Analysis is set out in the Annual Report as "Annexure -I"
11. Related Party Transactions:
All related party transactions that were entered into during the year under report wereon an arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company during the year. No advanceis/was paid for entering into related party transactions. The prices paid to the relatedparty transactions are based on the ruling market rate at the relevant point of time. Therequisite details in form AOC - 2 is attached herewith as "Annexure -II" whichforms part of the Directors Report.
12. Extract of The Annual Return:
Pursuant to provision of Section 92 and 134 and other applicable provision of theCompanies Act 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules2014 the extract of the Annual Return in form MGT 9 for the Financial Year ended on 31stMarch 2020 is annexed as "Annexure III" to this Report.
13. PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act 2013 and Rule 5(1) of Companies ( Appointment andRemuneration of Managerial Personnel) Rules 2014 are given. There was no employee drawingremuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
14. Auditors and Auditors Report:
M/s. Jaymin D. Shah & Co. Chartered Accountants (Firm Registration No. 147917W)were appointed as the Statutory Auditors of the Company at the 37th AnnualGeneral Meeting for the period of Five Year from the conclusion of that Annual GeneralMeeting of the Company at such remuneration as may be agreed upon between the Auditor andthe Directors of the Company.
M/s. Jaymin D. Shah & Co. have confirmed their eligibility and qualification underSection 139 141 and other applicable provisions of the Companies Act 2013 and Rulesissued there under (including and statutory modification(s) or re-enactment(s) thereof forthe time being in force).
The Auditors' Report for the financial year ended March 31 2020 on the financialstatements of the Company is a part of this Annual Report. The Auditors' Report for thefinancial year ended March 31 2020 does not contain any qualification reservation oradverse remark.
Secretarial Auditors and their Report-
Pursuant to provisions of Section 204 (1) of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s K Jatin & Co. a firm of Company Secretary in whole time Practice toundertake the Secretarial Audit of the Company for the financial year 2019-20. TheSecretarial Audit Report in the form MR-3 is annexed herewith as "Annexure-IV"
15. Explanations or Comments by the Board on Qualifications Reservations or AdverseRemark or Disclaimers:-
The Notes on Financial Statements referred to in the Auditor's Report areSelf-explanatory and do not call for any further comments. There is no qualificationreservation or adverse remarks made in the statutory auditor's report.
The Secretarial Audit Report (MR-3) given by M/s K Jatin & Co. a firm of CompanySecretary contains remark that "during the year under review the Company has notappointed any Company Secretary." The Explanation of the Board is as follow:-
The Company is in continuous search of a Qualified Company and had also published anewspaper advertisement for the same. However the Company is unable to appoint a QualifiedCompany Secretary. Further the Company assures to appoint a Qualified Company Secretaryin the Company as soon as possible.
16. Conservation Of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
A. Conservation of Energy :
The Company consumes minor power and hence no details are required to be disclosed.
B. Research & Development:
The Company has no specific Research & Development Department.
C. Foreign Exchange Earnings and Expenditure:
17. D-Materialization Of Shares:
The ISIN for the equity shares is INE342U01016. Members of the Company are requested tod-materialize their shares.
18. Particulars of Loans/Guarantees/Investment:
The Company has not given any loan/guarantee or provided any Security or made anyinvestment to any person (except those required for business purpose).
19. Risk Management Policy
The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection. The Risk Management Policy is also available on the Company's website.
20. Declaration By Independent Directors:
The following Directors are independent in terms of Section 149(6) of the CompaniesAct 2013 and Regulation of SEBI (Listing obligations and Disclosure Requirements)Regulations 2015:
(a) Ms. Anjali Ajay Mehra
(b) Mr. Nirmalkumar Ramnath Tiwari
(c) Mr. Naresh Duttaram Chiplunkar
The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.
21. Material Changes And Commitments:
There are no material changes and commitments if any affecting the financial positionof the Company subsequent to the date of the Balance sheet and up to the date of thereport.
22. Corporate Social Responsibility:
The Company is not covered under the criteria of the provision of Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 and therefore it is not mandatory for the Company to have the CorporateSocial Responsibility.
23. Formal Annual Evaluation:
As required under Section 134 (p) of the Companies Act 2013 and Regulation 17 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors had already approved the evaluation criteria for evaluating the performance ofthe Board of Directors its committees and the performance of Independent Directors.
Accordingly as required under Schedule IV of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theIndependent Directors at their separate meeting held on 12 February 2020 evaluated theperformance of the non independent Directors and the Board as a whole. They also reviewedthe performance of the Managing Director of the Company and also assessed the qualityquantity and timeliness of flow of information between the Company Management and theBoard that was necessary for the Board to effectively and reasonably perform their duties.
Also as required under Regulation 17 (10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board assessed the performance of the IndependentDirectors as per the criteria laid down and has recommended their continuation on theBoard of the Company at its meeting.
The Board of Directors assessed the performance of the individual directors on theBoard based on parameters such as relevant experience and skills ability and willingnessto speak up focus on shareholder value creation high governance standards knowledge ofbusiness processes and procedures followed openness of discussion/integrityrelationship with management impact on key management decisions etc. The Members of theCommittee of audit nomination & remuneration stakeholder's relationship andcorporate social responsibility committee were also assessed on the above parameters andalso in the context of the committee's effectiveness vis-a-vis the Act and the listingregulations.
24. Disclosure Under The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013:
The Company has in place an Anti-harassment policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee are set up at shop floor level to redress complaints receivedregularly and are monitored by women line supervisors who directly report to the Chairman.All employees (permanent contractual temporary trainees) are covered under the policy.There was no compliant received from any employee during the Financial Year 201920 andhence no complaint is outstanding as on 31.03.2020 for redressal.
25. Environment Health and Safety:
The Company continued its commitment to industrial safety and environment protection.Periodical audits are done by external and internal agencies to assess the continuedlevels of EHS efficiency of plant.
26. Listing with the Stock Exchange:
The Company's equity shares are listed with The BSE Limited. The Company had 655shareholders as at the end of the year 31 March 2020. 88.16 % of the sharesare held in dematerialized form.
27. Annual Performance Evaluation:
In compliance with the provisions of the Act and Regulation of SEBI (Listingobligations and Disclosure Requirements) Regulations 2015 the performance evaluation wascarried out as under:
In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee the Nomination and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the unanimous view that all the committees were performing theirfunctions satisfactorily and according to the mandate prescribed by the Board under theregulatory requirements including the provisions of the Act the Rules framed there underand the Listing Agreement.
(a) Independent Directors:
In accordance with the criteria suggested by The Nomination and Remuneration Committeethe performance of each independent director was evaluated by the entire Board ofDirectors (excluding the director being evaluated) on various parameters like engagementleadership analysis decision making communication governance and interest ofstakeholders. The Board was of the unanimous view that each independent director was areputed professional and brought his/her rich experience to the deliberations of theBoard. The Board also appreciated the contribution made by all the independent directorsin guiding the management in achieving higher growth and concluded that continuance ofeach independent director on the Board will be in the interest of the Company.
(b) Non-Independent Directors:
The performance of the non-independent director (including the chair person) wasevaluated by the Independent Directors at their separate meeting. Further theirperformance was also evaluated by the Board of Directors. The various criteria consideredfor the purpose of evaluation included leadership engagement transparency analysisdecision making functional knowledge governance and interest of stakeholders. TheIndependent Directors and the Board were of the unanimous view that each of thenonindependent directors was providing good business and people leadership.
28. Policy on Directors Appointment and Remuneration:
The Managerial remuneration has been paid/provided in accordance with the remunerationpolicy and requisite approvals mandated by section 197 read with schedule V to theCompanies act 2013.
Your Directors acknowledge their valuable contribution and appreciate the co-operationreceived from the bankers customers and financial institutions for their continuedassistance and support extended to the Company.
Your Directors also express their appreciation to all the employees of the Company fortheir sustained contribution throughout the period. Yours Directors wish to thank theshareholders for their continued support encouragement and the confidence reposed in theManagement.
| ||By order of the Board of Directors |
| ||SIDDARTHA AJMERA |
|Place: Ahmedabad ||Managing Director |
|Date: 03/09/2020 ||DIN:06823621 |