Amba Enterprises Ltd Directors Report.

To,

The Members,

The Directors of the Company take pleasure in presenting their 27th Annual Report together with the annual audited financial statements for the financial year ended March 31, 2019.

FINANCIAL RESULTS:

The summary of the Companys financial performance for the financial year 2018-19 as compared to the previous financial year 2017-18 is given below:

Particulars For the Year Ended March 31, 2019 For the Year Ended March 31, 2018
Revenue from operations 88,84,60,002 72,90,77,002
Other Income 34,11,095 59,92,914
Total Income 89,18,71,097 73,50,69,916
Expenditure (excluding depreciation) 87,41,09,050 71,42,08,125
Depreciation 23,98,274 15,84,226
Total Expenditure 87,65,07324 71,57,92,351
Profit / (Loss) before Tax 1,53,63,773 1,92,77,565
Tax 39,87,416 51,80,500
Deferred Tax 2,33,851 1,86,669
Profit / (Loss) after tax 1,11,42,506 1,39,10,396
Earnings per share (Basic) 0.88 1.10
Earnings per share (Diluted) 0.88 1.10

HIGHLIGHTS ON COMPANY PERFORMANCE:

During the year Company has earned income of Rs. 89,18,71,097/- for the year 2018-2019 including other income as compared to Rs. 73,50,69,916/- in the previous year. The Net Profit after tax was Rs. 1,11,42,506/- for the year 2018-2019 against the Net Profit of Rs 1,39,10,396/- in the previous year.

DIVIDEND:

We recommend a dividend at the rate of 3% of total equity share capital (i.e. Rs. 0.15 paise per equity shares of Rs.5 each) for the year ended 31st March, 2019.

SHARE CAPITAL:

There are no changes in the Share Capital of the Company during the financial year.

TRASNFER TO RESERVES:

The Company has transferred Rs. 10,00,000 to reserves and surplus during the Financial Year 2018-19.

DEPOSITS:

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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the Financial Statement.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2019 and the date of this report other than those disclosed in this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of your Company and its future operations.

DETAILS OF REMUNERATION TO DIRECTORS:

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 has been appended as

ANNEXURE – I

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 – II and also provided on the website of the Company www.ambaltd.com

AUDITORS:

1. Statutory Auditors

M/s. Anil Gala & Associates, Chartered Accountants (Firm Registration No. 126344W) as Statutory Auditors of the Company at the Annual General Meeting held on 25th September, 2017 for a period of 5 years from conclusion of this Annual General Meeting until Conclusion of Annual General Meeting to be held in year 2022 and fix the remuneration, Subject to ratification at every AGM.

2. 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 2018-19.

The Report of the Secretarial Auditor is annexed herewith as ANNEXURE III and forms an integral part of this 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 IV.

BOARD OF DIRECTORS:

The Board of Directors of the Company is duly constituted as per the provisions of the Companies Act, 2013 & applicable provisions, rules & regulations of SEBI (LODR) Regulations, 2015, during the year 2018-19.

Mr. Swaminath Jaiswar appointed as a Company Secretary of the w.e.f. 12.06.2018 and resigned w.e.f. 29.03.2019. Ms. Monika Sharma appointed as a Company Secretary of the Company w.e.f. 20.04.2019 and Mrs. Sarika Bhise, Director of the Company appointed as a CFO of the Company w.e.f. 20.04.2019.

DECLARATIONS GIVEN BY INDEPENDENT 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 Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. The Internal Financial Control System has been routinely tested and certified by Statutory as well as Internal Auditors. Significant Audit observations and follow up actions thereon are reported to the Audit Committee.

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 forms part of Corporate Governance Report . Gist of this policy is given in ANNEXURE – V to this report. The detailed policy is available on the Companys website www.ambaltd.com.

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder, Regulation 17(10) of the Listing Regulations and guidance note issued by SEBI, the Independent Directors 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.

BOARD COMMITTEES:

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 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.

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 regulation 34 of the SEBI (LODR) Regulations, 2015 forms 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.

BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on the Companys policies and strategy apart from other Board matters.

During the financial year 2018-19, 4 (Four) board meetings were held on 28.05.2018, 14.08.2018, 14.11.2018 and 04.02.2019. The gap between the two board meetings did not exceed 120 days.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details relating to 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 as follows:

Power & fuel Consumption

Sr. No. Particulars 2018-19 2017-18
1 Electricity units KWH( In Rs) 13907 14534
2 Value in Rs. 156948 126301

Consumption per unit of production

Sr. No. Particulars 2018-19 2017-18
1 Cost per unit (Rs.) 0.32 0.29
2 Consumption per ton of Production (Rs.) 324 290

RESEARCH & DEVELOPMENT:

During the year the board of Director has not conducted any Research & Development activity.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Efforts are being made towards Technology adaption and innovation. The Company at present does not have any formal technical collaboration.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Sr. No. Particulars 2018-19 2017-18
1 Foreign Exchange Earnings -
2 Foreign Exchange outgoings 2925490.53 2312576.68

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 2018-19 on time.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has 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 2018-19, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint Redressal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the Companys website www.ambaltd.com.

Constitution of POSH Committee:

Sr. no Post of Committee Member Employee Name Designation Mobile no. Email ID
1 Presiding officer Sarika Bhise Director 9167977384 sarika@ambaltd.com
2 Member Ketan Mehta Managing Director 9820785258 ketan@ambaltd.com
3 Member Chhaya Mehta Marketing Executive 9820534384 chhayaimpex@gmail.com
4 External Member Swapnil Chille Production Manager 9323061488 sales@ambaltd.com

*Constituted w.e.f. July 2019.

The following is summary of sexual harassment complaints received and disposed off during the calendar year:

No. of Complaints received Nil
No. of Complaints disposed off Nil

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.

ACKNOWLEDGEMENTS:

The Directors express their sincere gratitude to the BSE 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 Companys 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: 01238700
Date: 28.08.2019
Place: Mumbai

ANNEXURE I

Details of Remuneration of Director

Details Pertaining to Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amended Rules, 2016

I. The percentage increase in remuneration of each Director, Chief Financial Officer and

Company Secretary during the financial year 2018-19, ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19 and are as under :

Name of Director /KMP and Designation Remuneration of Director/KMP for financial year 2017-18 (in lacs) Remuneration of Director/KMP for financial year 2018-19 (in lacs) % increase in Remuneration in the Financial Year 2018-19 Ratio of Remuneration of each Director / to median remuneration of employees
1 Ketan Mehta, Managing Director 52,00,000/- 52,00,000/- NA 52 :2.58
2 Sarika Bhise, Director 4,55,000 4,55,000/- NA 4.55 :2.58
3 Swaminath Jaiswar, CS - 5,77,034/- NA

Notes:

1. Mr. Swaminath Jaiswar appointed as a Company Secretary of the Company w.e.f. 12th June, 2018 and resigned as on 29th, March, 2019.

II. The median remuneration of employees of the Company for the financial year was Rs. 2.58 lacs.

III. During the financial year, there was an increase of 0.30% in the median remuneration of employees. IV. There were 16 permanent employees on the rolls of the Company during the financial year. V. Average percentage increase made in the salaries of the employees other than the managerial personnel (Managing Director, CEO and Whole-time Director) in the FY 2018-19 is 4.90%. VI. The market capitalization as on 31st March, 2019 is Rs.1461.02 lacs. (Rs.4652.72 lacs as on 31st March, 2018).

VII. Price Earnings Ratio of the Company was 13.11 as on 31st March, 2019 (33.40 as on 31st March, 2018).

VIII. It is hereby affirmed that the remuneration paid during the year ended 31st March, 2019 is as per the Nomination & Remuneration Policy of the Company.

ANNEXURE – IV

Form AOC – 2

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

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Act including certain arms length transactions under third proviso thereto:

1. Details of material contracts or arrangements or transactions not at arms length basis:

All contracts/arrangements/transactions entered into during the year ended March 31, 2019, were at arms length basis.

2. Details of material contracts or arrangement or transactions at arms length basis:

Name(s) of the related party and nature of relationshicp Nature of contract/ arrangemen ts/transacti ocns Duration of the contracts/arr angements / transactions Salient terms of the contracts or arrangements or transactions including the value, if any Date(s) of approval by the Board, if any. Amount paid as advances, if any.
Ketan Mehta Managing Director Remunerati nn Monthly 22.03.2017 52,00,000/-
Sarika Bhise Executive Director Remunerati on Monthly NA 4,55,000/-
Swaminath Jaiswar Company Secretary Salary Monthly NA 5,77,034/-
Ketan Mehta Managing Director Rent Paid as per Agreement NA 6,01,920/-
Relatives of Key Managerial personal
Mrs Chhaya K Mehta Salary NA 13,00,000/-
Mrs. Chhaya K Mehta Rent 8,47,000/-

ANNEXURE V

Gist of Nomination & Remuneration Policy

POLICY FOR REMUNERATION TO DIRECTORS/KEY MANAGERIAL PERSONNEL/SENIOR MANAGEMENT PERSONNEL

(1) Remuneration to Managing Director/Whole-time Directors:-

(a) The Remuneration/Commission etc. to be paid to Managing Director/ Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

(b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/Whole-time Directors.

(2) Remuneration to Non-Executive/Independent Directors:-

(a) The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

(b) All the remuneration of the Non-Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be subject to ceiling/limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

(c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company

(d) Any remuneration paid to Non-Executive/Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

(i) The services are rendered by such Director in his capacity as the professional; and

(ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

(3) Remuneration to Key Managerial Personnel and Senior Management:

(a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy.

(b) The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

(c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

(1) The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

(2) The Committee may delegate any of its powers to one or more of its members.