You are here » Home » Companies » Company Overview » Ambassador Intra Holdings Ltd

Ambassador Intra Holdings Ltd.

BSE: 542524 Sector: Others
NSE: N.A. ISIN Code: INE342U01016
BSE 00:00 | 07 Nov 39.85 0
(0.00%)
OPEN

39.85

HIGH

39.85

LOW

39.85

NSE 05:30 | 01 Jan Ambassador Intra Holdings Ltd
OPEN 39.85
PREVIOUS CLOSE 39.85
VOLUME 5
52-Week high 39.85
52-Week low 20.85
P/E 181.14
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 39.85
CLOSE 39.85
VOLUME 5
52-Week high 39.85
52-Week low 20.85
P/E 181.14
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ambassador Intra Holdings Ltd. (AMBASSADORINTRA) - Director Report

Company director report

To

The Members of

Ambassador Intra Holdings Limited

The Directors take pleasure in presenting the 40th Annual Report together with Auditedaccounts of the company for the year ended on 31st March 2022 which theytrust will meet with your approval.

(Amount in Lacs.)

1. Financial Results: Year Ended 31.03.2022 Year Ended 31.03.2021
Revenue from Operations/ Services 122.30 140.13
Other Income 18.41 11.04
Total Revenue 140.71 151.17
Profit before Interest Depreciation & Taxes 3.50 5.74
Less :
Finance Cost 0.03 0.03
Depreciation 0.05 0.05
Current T ax Provision 0.86 1.47
Deferred Tax Provision Nil Nil
Total 0.94 1.55
Net Profit/ (loss) After Tax 2.56 4.19

2. Operations:

The total revenue (Revenue from Operations & Other Incomes) during the year havebeen Rs. 140.71 lakhs compared to Rs. 151.17 lakhs in the previous financial year. TheCompany's Profit for the year before depreciation interest and taxation has been Rs. 3.50lakhs (P.Y. Rs. 5.74 lakhs) and the Net Profit after interest depreciation prior periodadjustments & taxes are Rs.2.56 lakhs (P.Y. Rs. 4.19 lakhs).

3. Transfer to Reserve:

The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.

4. Dividend:

Your Directors do not recommend payment of any Dividend for the Financial year ended31st March 2022 in order to conserve the resources of the Company The Company willretain the earning for use in the future operations & Projects and strive to increasethe net worth of stakeholders of the Company.

5. Finance:

During the year the Company has not taken any Term Loan nor was any outstanding termloan there.

6. Share capital:

The Authorised Share Capital as at 31st March 2022 stood at Rs. 35000000 i.e.3500000 equity shares of Rs. 10/- each and paid up equity share capital is stood at Rs.20908340/- divided into 2090834 equity shares of Rs. 10 each fully paid up furthercompany neither made any other issue of equity shares with differential voting rights norhas granted any stock options or sweat equity.

7. Listing:

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 2021-22.

The ISIN and Scrip Code of the Company is as under:

ISIN: INE342U01016

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.They will need to convert them to demat form compulsorily if they wish to effect anytransfer. Only the requests for transmission and transposition of securities in physicalform will be accepted by the listed companies / their RTAs.

8. 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:

Ms. Falguni Shah (M. No. ACS 45997) Resigned as Company Secretary and ComplianceOfficer of the Company from the 02nd April 2022.

Appointment of Director

During the year Mr. Azhar Ali (DIN: 09357458) Ms. Pooja Ram Bahadur (DIN: 09360636)& Mr. Sanjay kumar (DIN: 09361892) appointed as Additional Independent Director of theCompany w.e.f. 21st December 2021.

Resignation of Director

During the year Ms. Anjali Mehra (DIN: 07162493) Resigned as Independent Director ofthe Company w.e.f. 09th October 2021.

Further during the year Mr. Nirmalkumar Ramnath Tiwari (DIN: 05233717) & Mr. NareshDattaram Chiplunkar (DIN: 05268154) Resigned as Independent Director of the Company w.e.f.21st December 2021.

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.

Deposit:

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.

Vigil Mechanism:

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.

9. 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 31stMarch 2022 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 31stMarch 2022 on 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.

10. Details of Meetings of the Board and its Committees:-

The Board of Directors met Seven (7) times during the financial year 2021-22 and thedetails of the meeting are as follows:-

Sr. No Date of Meeting Attendance of Directors
1 14.05.2021 All Directors
2 30.06.2021 All Directors
3 14.08.2021 All Directors
4 28.08.2021 All Directors
5 09.10.2021 All Directors
6 13.11.2021 All Directors
7 21.12.2021 All Directors
8 14.02.2022 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 1 2022to discuss the agenda items as required under the Companies Act 2013 and Securities andExchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations 2015. The independentdirectors reviewed the performance of non-independent directors and the Board as wholereviewed the performance of the chairperson of the company taking into account the viewsof executive and nonexecutive directors and assessed the quality quantity and timelinessflow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties. The Independent Directorsexpressed their satisfaction with overall functioning and implementations of theirsuggestions.

Committee's Meetings:

The Audit Committee met Four (4) times during the financial year 2021-22 and thedetails of the meeting are as follows:

Sr. No Date of Meeting Attendance of Members
1. 30.06.2021 Chairman & all other members were present
2. 14.08.2021 Chairman & all other members were present
3. 13.11.2021 Chairman & all other members were present
4. 14.02.2022 Chairman & all other members were present

The Nomination & Remuneration Committee met Four (4) times during the financialyear 2021-22 and the details of the meeting are as follows.

Sr. No Date of Meeting Attendance of Members
1. 01.04.2021 Chairman & all other members were present
2 14.08.2021 Chairman & all other members were present
3 09.10.2021 Chairman & all other members were present
21.12.2021 Chairman & all other members were present

The Stakeholder grievances Committee met Four (4) times during the financial year2021-22 and the details of the meeting are as follows.

Sr. No Date of Meeting Attendance of Members
1. 07.04.2021 Chairman & all other members were present
2. 13.07.2021 Chairman & all other members were present
3. 13.10.2021 Chairman & all other members were present
4. 07.01.2022 Chairman & all other members were present

Committee's Composition:

The Compositions of Audit Committee Stakeholder Relationship Committee &Nomination & Remuneration Committee as on 31st March 2022 are as follows:

Name of the Members Chairman/Member
Ms. Pooja Ram Bahadur Chairman
Mr. Azhar Ali Member
Mr. Sanjay kumar Member

11. Corporate Governance and Management Discussion and Analysis Report:

Corporate Governance:-

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"

12. 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 advance is/ 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.

13. Extract of The Annual Return:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 The annual returnin Form No.MGT - 7 for the financial year 2021-22 will be available on the website of theCompany. The due date for filing annual return for the financial year 2021-22 is within aperiod of sixty days from the date of annual general meeting. Accordingly the Companyshall file the same with the Ministry of Corporate Affairs within prescribed time and acopy of the same shall be made available on the website of the Company as is required interms of Section 92(3) of the Companies Act 2013

14. 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.

15. Auditors and Auditors Report:

Statutory Auditors:-

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 for the time being in force).

The Auditors' Report for the financial year ended March 31 2022 on the financialstatements of the Company is a part of this Annual Report. The Auditors' Report for thefinancial year ended March 31 2022 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. Pandya Sharma & Co LLP. A Company Secretary in whole time Practice toundertake the Secretarial Audit of the Company for the financial year 2021-22. TheSecretarial Audit Report in the form MR-3 is annexed herewith as "Annexure-III"

16. Cost Audit Report:

As per provision of section 148(3) of Companies Act 2013 and rule 6(2) of Companies(Cost records and audit) Rules 2014 the company is not required to appoint cost auditorto audit the cost records of the company for cost audit report.

17. 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.

18. 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:

Nil

19. D-Materialization of Shares:

The ISIN for the equity shares is INE342U01016. Members of the Company are requestedmembers to d-materialize their shares.

20. 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).

21. 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.

22. 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) Mr. Azhar Ali

(b) Ms. Pooja Ram Bahadur

(c) Mr. Sanjay Kumar

The Company has received requisite declarations/ confirmations from all the aboveIndependent Directors confirming their independence.

23. 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.

24. 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.

25. 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 14 February 2022 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.

26. 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 2021-22 andhence no complaint is outstanding as on 31.03.2022 for redressal.

27. Other Regulatory Requirement:

The Company has complied with all regulatory and legal requirements of centralgovernment and state government and there were no significant and material orders passedby the Regulators or Courts or Tribunals during the year impacting the going concernstatus and the Company's operations in future.

28. Insolvency and Bankruptcy Code:

There is no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year.

The details of difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof is not applicable to the Company.

29. 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.

30. 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:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board

of Directors evaluated the performance of the Board having regard to various criteriasuch as Board composition Board processes Board dynamics etc. The Independent Directorsat their separate meetings also evaluated the performance of the Board as a whole basedon various criteria. The Board and the Independent Directors were of the unanimous viewthat 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.

Directors:

(a) Independent Directors: In accordance with the criteria suggested by TheNomination and Remuneration Committee the performance of each independent director wasevaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.

(b) Non-Independent Directors: The performance of the non-independent director(including the chair person) was evaluated by the Independent Directors at their separatemeeting. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the non-independent directors was providing good business and people leadership.

31. Policy on Directors Appointment and Remuneration:

The Managerial remuneration has been paid / provided in accordance with theremuneration policy and requisite approvals mandated by section 197 read with schedule Vto the Companies act 2013.

32. Industrial Relations:

The Directors are pleased to report that the relations between the employees and themanagement continued to remain cordial during the year under review.

33. Business Responsibility Report:

Pursuant to Regulation 34(2) (f) of the Listing Regulations read with notificationSEBI/LAD- NRO/GN/2015-16/27 dated December 22 2015 the Business Responsibility Report isto be given only by top 500 listed companies based on market capitalization therefore thesame is not applicable

to the Company as on March 31 2022 34. Appreciation:

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: 31.08.2022 DIN: 06823621

.