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Ambica Agarbathies Aroma & Industries Ltd.

BSE: 532335 Sector: Others
NSE: AMBICAAGAR ISIN Code: INE792B01012
BSE 00:00 | 24 Feb Ambica Agarbathies Aroma & Industries Ltd
NSE 05:30 | 01 Jan Ambica Agarbathies Aroma & Industries Ltd
OPEN 4.12
PREVIOUS CLOSE 4.12
VOLUME 150
52-Week high 4.12
52-Week low 0.00
P/E 0.55
Mkt Cap.(Rs cr) 7
Buy Price 4.13
Buy Qty 15.00
Sell Price 4.33
Sell Qty 100.00
OPEN 4.12
CLOSE 4.12
VOLUME 150
52-Week high 4.12
52-Week low 0.00
P/E 0.55
Mkt Cap.(Rs cr) 7
Buy Price 4.13
Buy Qty 15.00
Sell Price 4.33
Sell Qty 100.00

Ambica Agarbathies Aroma & Industries Ltd. (AMBICAAGAR) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting herewith the 24th Annual Report of Companytogether with the Audited Accounts for the financial year ended 31st March 2019

1. FINANCIAL RESULT

(Amounts in Rupees)

PARTICULARS 31.03.2019 31.03.2018
Revenue from operations 1382064683 1253575154
Other Income 28215910 15901187
Total Income 1410280594 1269476341
Expensess 1374644975 1443039919
Net profit before tax 35635619 -173563578
Tax -66833978 4655011
Profit after tax 102469597 -178218589

2. STATE OF COMPANY'S AFFAIR:

During the financial year under review the overall performance of the Company was goodand the overall turnover of the Company was Rs. 1382064683 as compare to Rs1253575154 Previous year and the Net Profit Rs. 102469597 as compare to loss of Rs.-178218589 in previous year.

3. TRANSFER TO RESERVES

The Board of Directors of the Company have not recommended for transfer of any amountto the General Reserve for the Financial Year ended March 31 2019

4. DIVIDEND:

Your Directors do not recommend any Dividend for the Financial Year 2018-2019 as theprofits are planned to be ploughed back into the business operations.

5. SUBSIDIARIES:

During the year Company did not have any subsidiary or joint venture or associatecompany.

6. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from its member and public during the Financial Year.

7. MEETINGS

During the year under review Six board meetings were held on 18/04/2018 11/05/201811/06/2018 13/08/2018 14/11/2018; 11/02/2019 the maximum time-gap between any twoconsecutive meetings was within the period prescribed under the Companies Act 2013.

8. BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole itscommittee's and the directors individually in accordance with the provisions of theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 in the following manner

I. Structured evaluation forms as recommended by the Nomination and RemunerationCommittee after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance for evaluation of the performance of the Board itsCommittee's and each director were circulated to all the members of the Board along withthe Agenda Papers.

ii. The members of the Board were requested to evaluate by filling the evaluation formsand the duly filled in evaluation forms were required to be sent to the Company Secretaryin a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors the Board initiated adetailed discussion at the concerned meeting on the performance of the Board /Committee/Individual Director and formulated a final collective evaluation of the Board.The Board also provided an individual feedback to the concerned director on areas ofimprovement if any.

A separate meeting of Independent Directors was held on 08th March 2019 to evaluatethe performance evaluation of the Chairman the Non Independent Directors the Board andflow of information from management.

9. DIRECTORS:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ambica Siva Kumar Alapati (DIN- 00392295) retires by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

Sri Ambica Ramachandra Rao was appointed as a Whole Time Director of the Company in themeeting of the Board of Directors held on 11th February 2019 for a period of 3 yearssubject to the approval of the members in the General meeting the proposed resolution forhis appointment is placed before the Members in the ensuing Annual General meeting.

Sri Venkatesan Sreedharan is proposed to be re-appointed as an Independent Director forsecond term of five consecutive years from conclusion of 24th AGM till the conclusion of29th AGM. The proposed resolution for his appointment is placed before the Members in theensuing Annual General meeting.

P Kishore Thandava is proposed to be re-appointed as an Independent Director for secondterm of five consecutive years from conclusion of 24th AGM till the conclusion of 29thAGM. The proposed resolution for his appointment is placed before the Members in theensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed Both undersub-section (6) of Section 149 of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 .

For Directors seeking appointment/re-appointment in the forthcoming Annual GeneralMeeting of the Company; the particulars as required to be disclosed in accordanceRegulations 17 to 27 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and Para C D & E of Schedule V CompaniesAct-2013.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 andsubject to disclosures in the Annual Accounts as also on the basis of the discussion withthe Statutory Auditors of the Company from time to time and to the best of theirknowledge and information furnished the Board of Directors states:

(I) That in preparation of the Annual Accounts for the year ended 31st March 2019 allthe applicable Accounting Standards Prescribed by the Institute of Chartered Accountantsof India have been followed along with proper explanation relating to material departuresif any.

(ii) That the Directors have adopted such accounting policies as selected inconsultation with Statutory Auditors and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year ended 31st March 2019.

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

(iv) That the Annual Accounts for the year ended 31st March 2019 has been prepared ona going concern basis.

(v) Those proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

(vi) That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively

11. STATUTORY AUDITORS

In terms of section 139(1) of the Companies Act 2013 M/s. Ramasamy Koteswara Rao &Co LLP (FRN: 010396S) Chartered Accountants Hyderabad were appointed as the StatutoryAuditors of the Company to hold office for the period of 5 years from the conclusion of23rd Annual General Meeting till the conclusion of 28th Annual General Meeting.

12. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee hasreappointed T.V.V. Satyanarayana Chartered Accountants as the Internal Auditors on yourCompany. The Internal Auditors are submitting their Reports on quarterly basis pursuant tothe provisions of section 138 and rule 13 of companies (Accounts) rules 2014.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 (9) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (meetings of board and its powers)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) and Regulation 22 Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has a WhistleBlower Policy framed to deal with instance of fraud and mismanagement if any in theGroup. The details of the Policy are explained in the Corporate Governance Report and alsoposted on the website of the Company and the web link is http://www.ambicaagarbathi.com.

14. RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Accounts) Rules 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) and asper SEBI (LODR) Regulations 2015 the Risk management is Not applicable to the Company.

15. REMUNERATION POLICY

The Board of Directors on recommendation of the Nomination and Remuneration Committeeframed a Nomination and Remuneration policy for selection appointment and remuneration ofDirectors KMP and Senior Management and matters covered u/s 178(3) of the Companies Act2013. The details of the same are provided in the Corporate Governance Report and websiteof the company.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as "Annexure I"to this report

17. CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor's Certi cate on Compliance withRegulations 17 to 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and ParaC D & E of Schedule V of the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 in the following manner is enclosed as "AnnexureII" to this report

18. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthere under the Board of Directors on recommendation of the Audit Committee appointedM/s P S Rao and Associates Practicing Company Secretaries to undertake the secretarialaudit of the Company. The secretarial audit report issued by M/s P S Rao and AssociatesPracticing Company Secretaries for the financial year ending 31st March 2019 is given inthe FORM NO: MR - 3 is herewith annexed as "Annexure (III)" attachedhereto and forms part of this Report. There are no qualifications reservations or adverseremarks made by the secretarial auditor and the observation made is self explanatory andrequires no further explanation from the Board.

19. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All related party transactions are placed before theAudit Committee as also the Board for approval. Prior omnibus approval of the AuditCommittee is obtained as per Regulation 23 SEBI (Listing Obligations & DisclosureRequirements) 2015 for the transactions which are of a foreseen and repetitive nature. TheCompany has developed a Policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section188 of the Companies Act 2013 in Form AOC-2 is herewith annexedas "Annexure IV" to this report.

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure V" to this report.

21. 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 in respectof employees of the Company is herewith annexed as "Annexure VI".

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company does not have any employee who is employed throughoutthe financial year and in receipt of remuneration of` Rs 10250000 per annum oremployees who are employed for part of the year and in receipt of ` Rs 850000 per month.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given anyguarantee or provided security in connection with such loan or made any investment in thesecurities of any body corporate pursuant to Section 186 of the Companies Act 2013. TheCompany has given advance against salary to some employees in terms of the applicablepolicies of the Company.

23. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of section 135 (1) and read with all other applicable provisionsof the Companies Act 2013 and the Companies (Corporate social responsibility policy)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force). Not Applicable to the Company

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and Outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014

A. Conservation of Energy: The present operation of the Company does not involvehigh energy consumption. However steps being taken to minimize energy consumption whereever possible

B. Research & Development: The Research and Development division ofAgarbathies department continues to focus on introducing of new brands.

C. Technology Absorption: Not Applicable

D. Foreign Exchange Earnings & Outgo (In Rs. Lakhs)
2018-19 2017-18
Foreign Exchange earnings Nil Nil
Foreign Exchange outgo Nil Nil

26. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company strongly supports the rights of all its employees to work in anenvironment free from all forms of harassment. The Company has adopted a Policy onPrevention Prohibition and Redressal of Sexual Harassment at workplace as per theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made there under. The policy aims to provide protectionto Employees at the workplace and prevent and redress complaints of sexual harassment andfor matters connected or incidental thereto with the objective of providing a safeworking environment where Employees feel secure. The Company has also constituted anInternal Committee known as Anti Sexual Harassment Committee to address the concerns andcomplaints of sexual harassment and to recommend appropriate action. The Company has notreceived any complaint on sexual harassment during the year

27. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the co-operation and supportfrom the Bankers Financial Institutions the stockiest and distributors Supplier andCustomers.

Your Directors would also like to place on record their sincere appreciation andgratitude to the Shareholders Central and State Government agencies etc for their supportand co-operation. Your Directors express their heartfelt gratitude to the employees fortheir exceptional commitment and loyalty to the Company.

For and on behalf of the Board
AMBICA AGARBATHIES AROMA & INDUSTRIES LIMITED
Sd/- Sd/-
AMBICA KRISHNA SATYAVATHI PERLA
CEO & PRESIDENT WHOLETIME DIRECTOR
DIN: 07141289
Sd/-
AMBICA RAMACHANDRA RAO
Place: Eluru WHOLE TIME DIRECTOR
Date: 22.08.2019 DIN: 01678538

DETAILS OF RELATED PARTY TRANSACTIONS

FORM NO. AOC 2

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis: Notransactions.

2. Details of material contracts or arrangement or transactions at arm's length basis

(Amount in Lakhs)
S.No. Name of the Related party Nature of Relationship Nature of year Transaction For the year Ended 31st march-2019
1. Ambica Krishna Chief Executive Officer & President Remuneration 2400000
2. Ambica Ramachandra Rao Executive Director Remuneration 400000
3. A B N V R A Hanuma CFO Remuneration 1200000
4. A Siva Kumar Executive Director Remuneration 1400000
5. P Satyavathi Executive Director- Chairperson Remuneration 1000000
6. ACP Industries Ltd Entity in which Director/Promoters is related Sales 15921630
Purchase 420249288
7. Elite Agro Trading Entity in which Director/Promoters is related Sales 315194486
Purchase 0
8. Om Trading Entity in which Director/Promoters is related Sales 22344763
Purchase 251083701

 

For and on behalf of the Board
AMBICA AGARBATHIES AROMA & INDUSTRIES LIMITED
Sd/- Sd/-
AMBICA KRISHNA SATYAVATHI PERLA
CEO & PRESIDENT WHOLETIME DIRECTOR
DIN: 07141289
Sd/-
AMBICA RAMACHANDRA RAO
Place: Eluru WHOLE TIME DIRECTOR
Date: 22nd August 2019 DIN: 01678538

ANNEXURE V

Information pursuant to Section 197 of the Act

Read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

A. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary during the financial year 2018-19 and Ratio ofthe remuneration of each director to the median remuneration of the employees of thecompany for the financial year 2018-19:

Name of the Director/ Key Managerial Personnel Remuneration of Director KMP for the financial year 2018-19 % increase in Remuneration in the financial year 2018-19 Ratio of the remuneration to the median remuneration of the employees
Ambica Krishna 2400000 No Increase 17.52%
Ambica Ramachandra Rao 400000 Decrease 8.76%
Saraswathi Perla 1000000 Decrease
Ambica Siva Kumar alapati 1200000 No Increase
Ambica Hanuma 1200000 No Increase 8.76%
Umagayathri 180000 No Increase 1.31%

Note: The median remuneration of employees of the Company during the financial year wasRs.135000

B. The percentage increase in the median remuneration of employees in the financialyear:6.12%

C. The number of permanent employees on the rolls of company: 380

D. The explanation on the relationship between average increase in remuneration andcompany performance:

The average increase in the employee remuneration effected during the year 2018-19 isbased on the individual performance and Company's performance during the previousfinancial year 2017-18. The other factors considered for revision in remuneration is basedon market survey functional expertise industry standards etc

E. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average increase in the salaries of employees other than the managerial personnelin 2018-19 was 79.83%. The Percentage increase in the managerial remuneration for the samefinancial year was Nil

F. Affirmation that the remuneration is as per the remuneration policy of the company.

It is hereby affirmed that the remuneration paid to the Directors and Key ManagerialPersonnel are as per the Nomination and Remuneration Policy of the Company.

For and on behalf of the Board
AMBICA AGARBATHIES AROMA & INDUSTRIES LIMITED
Sd/- Sd/-
AMBICA KRISHNA SATYAVATHI PERLA
CEO & PRESIDENT WHOLETIME DIRECTOR
DIN: 07141289
Sd/-
AMBICA RAMACHANDRA RAO
Place: Eluru WHOLE TIME DIRECTOR
Date: 22.08.2019 DIN: 01678538