Ambassador Intra Holdings Ltd Directors Report.

To,

The Members of

Ambassador Intra Holdings Limited

The Directors take pleasure in presenting the 37th Annual Report together with Audited accounts of the company for the year ended on 31st March, 2019 which they trust, will meet with your approval.

(Amount in Rs.)
1. Financial Results: Year Ended 31.03.2019 Year Ended 31.03.2018
Profit before Interest , Depreciation & Taxes 6,49,323 7,04,956
Less :
Finance Cost 1,768 4,778
Depreciation 2,322 4,000
Current Tax Provision 1,60,000 1,74,000
Deferred Tax Provision Nil Nil
Total 1,64,090 1,82,778
Net Profit/ (loss) After Tax 4,85,233 5,22,178

2. Operations:

The total sales and other income during the year have been ^ 1080.24 lacs compared to ^.566.14 lacs in the previous year. The Companys Profit for the year before depreciation, interest and taxation has been Rs. 6.49 lacs (P.Y. Rs. 7.04 lacs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs. 4.85 lacs Rs. 5.22 lacs).

3. Dividend:

In order to conserve and plough back the resources, your directors have not recommended any dividend for the year on equity shares of the Company.

4. Finance:

During the year, the Company has not taken any Term Loan nor was any outstanding term loan there.

5. Share capital:-

The paid up equity share capital as at 31st March, 2019 is stood at Rs. 2,09,08,340/-

6. Listing:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of all kind of fees to the exchange for the year 2018-19.

The Company got listed on BSE platform through Direct Listing Route on date 20/03/2019. The members are requested to take note of the same. 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 D-mat form as physical shares cant be transferred because SEBI has recently amended relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to disallow listed companies from accepting request for transfer of securities which are held in physical form, with effect from April 1, 2019. The shareholders who continue to hold shares and other types of securities of listed companies in physical form even after this date, will not be able to lodge the shares with company / its RTA for further transfer. They will need to convert them to d-mat form compulsorily if they wish to effect any transfer. Only the requests for transmission and transposition of securities in physical form, will be 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. However during the year the Company Secretary has resigned from the post on 01/10/2018 due to pre-occupation.

Details of Holding / Subsidary Companies / Joint Ventures / Associate Companies:

During the year under review, there was no holding / Subsidary Company / Joint Ventures / Associate Companies.

Event Subsequent to the Date of Financial Statement

There were no material changes and commitments affecting the financial position of the Company subsequent to the end of the financial year.

Deposit:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling 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 by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Companys operation in future.

Internal Financial Controls:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

Vigil Mechanism:

The Company has set up a whistleblower policy which can be viewed on the Companys website www.ambassadorintra.com. In terms of the said policy the Directors and employees are given direct access to the Managing Director as well as Chairman of the Audit Committee to report on alleged wrongdoings. The said policy has been made available at the Registered Office of the Company at conspicuous places to enable the employees to report concerns, if any, directly to the Managing Director as well as Chairman of the Audit Committee. Employees who join the Company newly are apprised of the availability of the said policy as a part of their induction schedule. The above is in compliance of Section 177 (9) & (10) of the Companies Act, 2013 and in terms of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. Directors Responsibility Statement:

As required under the provisions of Section 134(3) (c) of the Act, your Directors report that:

(a) In the preparation of the annual accounts for the financial year ended 31 March, 2019 the applicable accounting standards have been followed.

(b) The Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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, 2019 on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of 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 (6) times during the financial year 2018-19, and the details of the meeting are as follows:-

Sr. No Date of Meeting Attendance of Directors
1 28/05/2018 All Directors
2 14/08/2018 All Directors
3 01/09/2018 All Directors
4 01/10/2018 All Directors
5 14/11/2018 All Directors
6 12/02/2019 All Directors

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of Non-Independent Directors was held on January 25, 2019 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The independent directors reviewed the performance of non-independent directors and the Board as whole, reviewed the performance of the chairperson of the company taking into account the views of executive and non executive directors and assessed the quality, quantity and timeliness flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

Committees Meetings:

The Audit Committee met Four (4) times during the financial year 2018-19, and the details of the meeting are as follows:

Sr. No Date of Meeting Attendance of Members
1. 28/05/2018 Chairman & all other members were present
2. 14/08/2018 Chairman & all other members were present
3. 14/11/2018 Chairman & all other members were present
4. 12/02/2019 Chairman & all other members were present

The Nomination & Remuneration Committee met One (1) times during the financial year 2018-19, and the details of the meeting are as follows.

Sr. No Date of Meeting Attendance of Members
1. 01/10/2018 Chairman & all other members were present

Committees Composition:

The Compositions of Audit Committee, Stakeholder Relationship Committee & Nomination & Remuneration Committee as on 31st March, 2019 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:

Corporate Governance:-

Pursuant to Regulations 15 of SEBI (LODR) Regulations, 2015, Corporate Governance provisions as specified is not applicable to the Company, since the paid up share capital of 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, Management Discussion 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 were on an arms length basis and in the ordinary course of business. There are no materially significant 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 related party transactions are based on the ruling market rate at the relevant point of time. The requisite details in form AOC - 2 is attached herewith as “Annexure -II” which forms part of the Directors Report.

12. Extract of The Annual Return:

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in form MGT 9 for the Financial Year ended on 31st March, 2018 is annexed as “Annexure III” to this Report.

13. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5(1) of Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given. There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14. Auditors and Auditors Report:

Statutory Auditors:-

M/s. Jaymin D. Shah & Co., Chartered Accountants (Firm Registration No. 147917W), have been appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Loonia & Associates, Chartered Accountants and that they shall hold the office from the conclusion of this Annual General Meeting untill the conclusion of fifth Annual General Meeting of the Company to be held after this Annual General Meeting at such remuneration as may be agreed upon between the Auditor and the Directors of the Company.

There are no qualifications, reservations or adverse remarks made in the Statutory Auditors of the Company.

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 has appointed M/s K Jatin & Co., a firm of Company Secretary in whole time Practice to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report in the form MR-3 is annexed herewith as “Annexure —IV”

15. D-Materialization Of Shares:

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

16. Explanations or Comments by the Board on Qualifications, Reservations or Adverse Remark or Disclaimers:-

The Notes on Financial Statements referred to in the Auditors Report are Self-explanatory and do not call for any further comments. There is no qualification, reservation or adverse remarks made in the statutory auditors report.

17. Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

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

18. Particulars of Loans / Guarantees / Investment:

The Company has not given any loan / guarantee or provided any Security or made any investment 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 is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Companys website.

20. Material Changes And Commitments:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

21. Declaration By Independent Directors:

The following Directors are independent in terms of Section 149(6) of the Companies Act, 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 above Directors confirming their independence.

22. Corporate Social Responsibility:

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

23. Formal Annual Evaluation:

As required under Section 134 (p) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its committees and the performance of Independent Directors.

Accordingly, as required under Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their separate meeting held on 25 January, 2019 evaluated the performance of the non independent Directors and the Board as a whole. They also reviewed the performance of the Managing Director of the Company and also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board 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 Disclosure Requirements) Regulations, 2015, the Board assessed the performance of the Independent Directors as per the criteria laid down and has recommended their continuation on the Board of the Company at its meeting.

The Board of Directors assessed the performance of the individual directors on the Board based on parameters such as, relevant experience and skills, ability and willingness to speak up, focus on shareholder value creation, high governance standards, knowledge of business, processes and procedures followed, openness of discussion / integrity, relationship with management, impact on key management decisions etc. The Members of the Committee of audit, nomination & remuneration, stakeholders relationship and corporate social responsibility committee were also assessed on the above parameters and also in the context of the committees effectiveness vis-avis the Act and the listing regulations.

24. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly 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 201819 and hence no complaint is outstanding as on 31.03.2019 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 continued levels of EHS efficiency of plant.

26. Listing with the Stock Exchange:

The Companys equity shares are listed with The BSE Limited. The Company had 655 shareholders as at the end of the year 31 March, 2019. 88.16 % of the shares are held in dematerialized form.

27. Annual Performance Evaluation:

In compliance with the provisions of the Act and Regulation of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous 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 and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement.

Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each 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) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the nonindependent 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 remuneration policy and requisite approvals mandated by section 197 read with schedule V to the Companies act, 2013.

29. Appreciation:

Your Directors acknowledge their valuable contribution and appreciate the co-operation received from the bankers, customers and financial institutions for their continued assistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company for their sustained contribution throughout the period. Yours Directors wish to thank the shareholders for their continued support, encouragement and the confidence reposed in the Management.