ambassador intra holdings ltd Directors report

To,

The Members of

Ambassador Intra Holdings Limited

The Directors take pleasure in presenting the 41^st Annual Report together with Audited accounts of the company for the year ended on 31^st March, 2023 which they trust, will meet with your approval.

(Amount in Lacs.)

1. Financial Results:	Year Ended 31.03.2023	Year Ended 31.03.2022
Revenue from Operations/ Services	53.13	122.30
Other Income	18.42	18.41
Total Revenue	71.56	140.71
Profit before Interest , Depreciation & Taxes	1.30	3.50
Less :
Finance Cost	0.01	0.03
Depreciation	0.06	0.05
Current Tax Provision	0.31	0.86
Deferred Tax Provision	Nil	Nil
Short/excess provision of income tax	(0.23)	Nil
Total	0.15	0.94
Net Profit/ (loss) After Tax	1.15	2.56

2. Operations:

The total revenue (Revenue from Operations & Other Incomes) during the year have been Rs. 53.13 lakhs compared to Rs. 122.30 lakhs in the previous financial year. The Companys Profit for the year before depreciation, interest and taxation has been Rs. 1.30lakhs (P.Y. Rs. 3.50 lakhs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs. 1.15 lakhs (P.Y. Rs. 2.56 lakhs).

3. Transfer to Reserve:

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

4. Dividend:

Your Directors do not recommend payment of any Dividend for the Financial year ended 31st March, 2023, in order to conserve the resources of the Company, The Company will retain the earning for use in the future operations & Projects and strive to increase the net worth of stakeholders of the Company.

5. Finance:

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

6. Share capital:

The Authorised Share Capital as at 31st March, 2023 stood at Rs. 3,50,00,000 i.e. 35,00,000 equity shares of Rs. 10/- each and paid up equity share capital is stood at Rs. 2,09,08,340/- divided into 20,90,834 equity shares of Rs. 10 each fully paid up, further company neither made any other issue of equity shares with differential voting rights nor has granted any stock options or sweat equity.

7. 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 2022-23. 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 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 demat 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.

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 Dhrumil Shah ( M.No. ACS 45997) Resigned from the post of Company Secretary cum Compliance Officer of the Company from the 02nd April, 2022. Ms. Shripriya Mishra (M. No. ACS 35908) Appointed as Company Secretary cum Compliance Officer of the Company from the 24th September, 2022. Mr. Doshi Piyushbhai Mahendrabhai Resignation of as Chief Financial Officer of the Company w.e.f. 03rd October, 2022 and the Mr. Sanjay Kumar Appointed as Chief Financial Officer of the Company w.e.f. 03rd October, 2022

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

During the year under review, there was no holding / Subsidiary 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.

9. 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^st March, 2023 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^st March, 2023 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.

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

The Board of Directors met Nine (9) times during the financial year 2022-23, and the details of the meeting are as follows:-

Sr. No	Date of Meeting	Attendance of Directors
1	02/04/2022	All Directors
2	30/05/2022	All Directors
3	13/08/2022	All Directors
4	31/08/2022	All Directors
5	24/09/2022	All Directors
6	03/10/2022	All Directors
7	12/11/2022	All Directors
8	13/12/2022	All Directors
9	13/02/2022	All Directors

The intervening gap between the meetings was within the period prescribed under the CompaniesAct, 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 27, 2023 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 2022-23, and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Members
1.	30/05/2022	Chairman & all other members were present
2.	13/08/2022	Chairman & all other members were present
3.	12/11/2022	Chairman & all other members were present
4.	13/02/2023	Chairman & all other members were present

The Nomination & Remuneration Committee met Four (4) times during the financial year 2022-23, and the details of the meeting are as follows.

Sr. No	Date of Meeting	Attendance of Members
1.	30/05/2022	Chairman & all other members were present
2	24/09/2022	Chairman & all other members were present
3	03/10/2022	Chairman & all other members were present
4	13/12/2023	Chairman & all other members were present

The Stakeholder grievances Committee met Four (4) times during the financial year 2022-23, and the details of the meeting are as follows.

Sr. No	Date of Meeting	Attendance of Members
1.	30/05/2022	Chairman & all other members were present
2.	13/08/2022	Chairman & all other members were present
3.	12/11/2022	Chairman & all other members were present
4.	13/02/2023	Chairman & all other members were present

Committees Composition:

The Compositions of Audit Committee, Stakeholder Relationship Committee & Nomination & Remuneration Committee as on 31^st March, 2023 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 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"

12. 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.

13. Extract of The Annual Return:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No. MGT-

7 for the financial year 2022-23 will be available on the website of the Company. The due date for filing annual return for the financial year 2022-23 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company as is required in terms of Section 92(3) of the Companies Act, 2013

14. 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.

15. Auditors and Auditors Report:

Statutory Auditors: -

The Board of Directors of the Company at its meeting held on 13/12/2022 that M/s. A S R V & Co., Chartered Accountants (Firm Registration No. 135182W), appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Jaymin D Shah & Co., Chartered Accountants and for that the company had obtained the approval of members/ shareholders in Extra Ordinary General Meeting of company held on Thursday, 09th March, 2023at the registered office of the company.

M/s. A S R V & Co., Chartered Accountants (Firm Registration No. 135182W), Ahmadabad, Gujarat, are acting as Statutory Auditors of the Company and they shall hold the office from the conclusion of this Annual General Meeting until the conclusion of 46th Annual General Meeting of the Company at such remuneration as may be agreed upon between the Auditor and the Board of Directors of the Company.

There are no qualifications, reservations or adverse remarks made in the Audit Report by 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 CS Alpana Sethia, Practising Company Secretary, Kolkata. A Company Secretary in whole time Practice to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial 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 auditor to audit the cost records of the company for cost audit report.

17. 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.

18. 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

19. D-Materialization of Shares:

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

20. 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).

21. 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.

22. 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) Mr. Azhar Ali

(b) Ms. Pooja Ram Bahadur

(c) Mr. Sanjay Kumar

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

23. 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.

24. 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.

25. 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 January 27, 2023 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-a-vis the Act and the listing regulations.

26. 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 2022-23 and hence no complaint is outstanding as on 31.03.2023 for redressal.

27. Other Regulatory Requirement:

The Company has complied with all regulatory and legal requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

28. Insolvency and Bankruptcy Code:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions 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 continued levels of EHS efficiency of plant.

30. 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 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 the remuneration policy and requisite approvals mandated by section 197 read with schedule V to the Companies act, 2013.

32. Industrial Relations:

The Directors are pleased to report that the relations between the employees and the management 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 notification SEBI/LAD- NRO/GN/2015-16/27 dated December 22, 2015, the Business Responsibility Report is to be given only by top 500 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2023

34. 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.

By order of the Board of Directors	Sd/-	Sd/-
	Siddartha Ajmera	Atmaram Didwania
Place: Ahmedabad	Managing Director	Director
Date: 02/09/2023	DIN: 06823621	DIN: 01899120