Mar 31, 2015
The Directors of the Company take pleasure in presenting their 23rd Annual Report together with the annual audited financial statements for the financial year ended March 31, 2015.
The summary of the Company's financial performance for the financial year 2014-15 as compared to the previous financial year 2013-14 is given below:
Particulars Year Ended Year Ended
Total Revenue 9,08,28,308 6,96,88,904
Profit before Dep. & Int. 1,22,00,782 79,87,982
Depreciation 6,75,965 6,96,679
Interest 1,06,047 1,95,678
Profit after Depreciation & Interest 1,14,18,770 70,95,625
Provision for Taxation 23,20,172 3,27,000
Provision for Tax (deferred) (35,553) 48,900
Profit after Tax 91,34,151 47,19,725
Balance brought forward from previous year 1,88,28,942 1,51,09,217
Adjustment of Depreciation on account of transitional (32,042) -
provision of schedule II of Companies Act 2013
Add- MAT Entitlement 5,51,260 -
Balance Available for Appropriation 2,84,82,311 1,98,28,942
Less- Transfer to General Reserve 20,00,000 10,00,000
Balance carried to Balance Sheet 2,64,82,311 1,88,28,942
During the year your company has diversified its business into lamination and stamping for rotating machines. During the year your company has income of Rs. 9,08,28,308 including other income as compared to Rs. 6,96,88,904 in the previous year. The Net Profit after tax was Rs. 1,14,18,770 against the Net Profit of Rs. 70,95,625 in the previous year.
Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year under review.
Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
Board of Directors
During the year 2014-2015 the Management of the Company has changed Mr. Yogesh Kothari and Ms. Sarika Khandre was appointed as the Additional Director of the company in Independent Category w.e.f 30/09/2014 appointment as a Directors.
All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Declarations Given By Independent Directors
All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of 'Independent Director' stipulated in Section 149(6) of the Act and Clause 49(II)(B)(1) of the Listing Agreement. These confirmations have been placed before, and noted by the Board.
Policies On Directors' Appointment And Remuneration
The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure I (a) & I (b) to this Report.
Evaluation Of Board Of Directors
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and noted in turn by the Board.
Your Company has following Committees of Board, viz,
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance' forming part of the Annual Report.
Directors' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors' Responsibility Statement, your Directors hereby confirm that:
* in the preparation of the annual accounts, the applicable accounting standards have been followed;
* appropriate accounting policies have been selected and applied consistently and estimates and judgments made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
* proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
* the annual accounts have been prepared on a going concern basis; and
* proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
* Statutory Auditors
The Company Auditors, M/s. U. D. Kachare & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 ('the Act') read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board have recommended their re-appointment as Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.
The Company has received a written consent to such appointment from M/s. U. D. Kachare & Co., Chartered Accountants, and a certificate that the appointment, if made, shall be in accordance with the criteria as specified in Section 141 of the Act. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
* Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. SARK & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Auditor is annexed herewith as Annexure II and forms an integral part of this Report.
Risk Management And Internal Controls
The Company has a well-defined risk management framework in place. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.
Reports on Corporate Governance and Management Discussion & Analysis
The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.
Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III.
Particulars of Employees and Related Information
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure IV.
The Board meets at regular intervals to discuss and decide on the Company's policies and strategy apart from other Board matters.
During the financial year 2014-15, board meetings were held on May 26, 2014, August 9, 2014, September 5, 2014, October 30, 2014, November 11, 2014, December 15, 2014,February 07, 2015 , The gap between the two board meetings did not exceed 120 days.
Extract of Annual Return
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure IV.
Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo
In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.
Listing Of Shares Of The Company
The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd.
The Company has paid the listing fees as payable to the BSE Ltd. for the financial year 2015-16 on time.
Vigil Mechanism/Whistle Blower Policy
The Company has not established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.
During the financial year 2014-15, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.
Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace
The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2014-15, no cases in the nature of sexual harassment were reported at our workplace of the company.
Management Discussion and Analysis Report
Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification
The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.
The Directors express their sincere gratitude to the BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited, other government and regulatory authorities, financial institutions and the bankers of the company for their ongoing support.
The Directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in satisfactory performance during the year.
On behalf of the Board of Directors
Sd/- Ketan Mehta (Managing Director) (Din No. 01238700)
Date: 14/08/2014 Place: Mumbai
Mar 31, 2014
We have pleasure in presenting before you Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2014 along with the Auditor''s Report thereon.
I. BUSINESS OVERVIEW:
The directors of the company noted the satisfactory growth made by the company in the financial year ending 31st March, 2014.
II. FINANCIAL RESULT:
Amount in Rs.
31st March, 2014
31st March, 2013
Sales and other Receipts
Profit before depreciation, amortization and taxation
Depreciation and amortization expenses
Profit Before Tax
Less: Provision for Tax
Less: Provision for deferred Tax
Profit after Taxation
Brought forward from previous year
Profit Available for Appropriation
Less: trf to General Reserve
Balance carried to Balance Sheet
In view of the expansion of the business of Company and to conserve the resources, your Directors regret their inability to recommend any dividend for the year under report.
The sales of the Company decreased from Rs.903.92/- lacs to Rs. 715.48 lacs. as compared to the last financial year. The other Income increase during the year was Rs.53.46 lacs as against Rs.46.26/- lacs in the previous year.
The Profit before Depreciation, amortization and Tax Increase from Rs.70.26 to Lacs Rs.77.92 Lacs. The Profit after tax increased from Rs.36.21 Lacs to Rs.47.19 Lacs registering a increase of Rs. 10.98 lacs over the preceding year.
In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Vinay Mehta retires by rotation and being eligible offer themselves for re-appointment. The Board of Directors recommend passing of the Resolution.
VI. NOTES TO ACCOUNTS:
The observations of Auditors and Notes on Accounts are self-explanatory.
VII. PARTICULARS OF EMPLOYEES:
There were no employees in respect of whom information under the provisions of Section 217(2A)of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 isrequired to be given.
VIII. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors state as follows:-
(a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material discrepancy has been made from the same.
(b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the profit for the year ended on that date.
(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
(d) The annual accounts have been prepared on a going concern basis.
The Company did not invite / accept any Fixed Deposits from the public during the year under report.
X. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:
Pursuant to the provision of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 read with Section 217(1)(e) of the Companies Act, 1956, the necessary details are give hereunder:
a) Conservation of Energy
The Company focused to optimize consumption of energy, power and other energy sources wherever possible. We emphasis towards clean environment and continues to adhere to all regulatory requirement and guidelines.
b) Technology absorption and innovation is a continuous process in the company
c) Disclosure of information relating to foreign exchange earnings and outgo as required under Rule 2 (c) of Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 is
31st March, 2014 31st March 2013
M/s. U. D. Kachare & Co., Chartered Accountants are re-appointed as an auditors of the Company until the conclusion of next Annual General Meeting.
XII. AUDITORS REMARKS:
There are no adverse remarks on the accounts of the Company. Hence no comments are required to be made on the Auditors Report.
XIII. HUMAN RESOURCES:
The Relationship of your company with its employees at all levels remained cordial throughout the year. Your Directors wish to place on record their appreciation for the dedicated service of its employees.
XIV. CORPORATE GOVERNANCE:
Our Company has complied material provisions as required by the listing agreement with the stock exchanges. Also Corporate Governance Report and Management Discussion and analysis Report is annexed herewith.
XV. INTERNAL CONTROL SYSTEM:
The Company''s internal control procedure ensures compliance with various policies, practices and status in keeping with the organization and pace of growth.
Your Directors wish to place on record their sincere thanks to the various stakeholders such as Banks, Financial Institutions, Central and State Governmental authorities, Customers, Vendors and last but not least to the Shareholders, who supported the Management in turnaround of the Company.
Your Directors wish to place on record their appreciation for the help and Co-Operation rendered by staff of the Company, banks for their timely assistance and the customers and suppliers of the Company for their continued support.
By order of the Board of Directors,
Amba Enterprises Limited
Registered Office:-A-103, Shilpin Bldg,
Off. Borsapada Road, Opp. Malhar Bldg,
Mahavir Nagar, Kandivali (West),