Dear Members,
Your directors present the Thirty First Annual Report of the Company together with the
audited financial statements for the financial year ended March 31st, 2023.
FINANCIAL PERFORMANCE
The financial performance of the Company is as follows:
| Particulars |
Financial Year |
Financial Year |
|
2022-23 |
2021-22 |
| Revenue from operations |
2181285857.07 |
2195161576.54 |
| Other Income |
3443355.30 |
3830209.51 |
| Total Income |
2184729212.37 |
2198991786.05 |
| Expenditure (excluding depreciation) |
2114746875.49 |
2108123029.2 |
| Depreciation |
6038542.16 |
5091204.98 |
| Total Expenditure |
2120785417.65 |
2113214234.18 |
| Profit / (Loss) before Tax |
63943794.73 |
85777551.87 |
| Tax |
16936911 |
21939773 |
| Deferred Tax |
-270204.95 |
-158420 |
| Profit / (Loss) after tax |
47277088.68 |
63996198.91 |
| Earnings per share (Basic) |
3.73 |
5.05 |
| Earnings per share (Diluted) |
3.73 |
5.05 |
REVIEW OF PERFORMANCE
During the year under review, your Company has earned income of Rs 2184729212.37 including
other income as compared to Rs. 2198991786.05 in the previous financial year. The
Net Profit after tax was Rs. 47277088.68/- against the Net Profit of Rs 63996198.91/-
in the previous financial year
DIVIDEND:
We recommend a final dividend at the rate of 6% of total equity share capital (i.e. Rs.
0.30 paise per equity shares of Rs.5 each) for the year ended 31st March, 2023.
SHARE CAPITAL
During the year under review, there were no changes in the Share Capital of the
Company.
TRANSFER TO GENERAL RESERVES
The Board has not decided to transfer any General Reserves for the year under review.
DEPOSITS
The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from public was outstanding as at March 31,
2023.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees, investments and security, as required under the
provisions of section 186 of the Act are provided in the note no. 5 & note No.6
forming part of the Financial Statements, which forms part of this Annual Report.
MATERIAL CHANGES AND COMMITMENT AFFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review, there have been no material changes and commitments
affecting the financial position of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, there were no significant material orders passed by the
Regulators or Courts or Tribunal which would impact the going concern status of the
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 is given in ANNEXURE - I
CORPORATE SOCIAL RESPONSIBILTY
In accordance with the requirements of the section 135 of the Companies Act,2013, the
Company has a Corporate Social Responsibility Committee, the terms of reference and other
details of which are provided m the corporate governance report. The CSR Policy has been
framed and posted on the website of the company, www.ambaltd.com.
As required by Section 134(3)(o) of the Companies Act,2013 and rule 9 of the Companies
(Corporate Social Responsibility) Rules,2014. Annual Report on CSR activities is annexed
as "Annexure-II" and forms integral part of this report.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Companies Act,2013 and Rule 12 of the Companies
(Management and Administration) Rules,2014. The Annual Return of the Company is available
on the website of the Company at the weblink
https://www.ambaltd.com/index.php/investor-relation/12- annual-return
AUDITORS: l.Statutory Auditors
In accordance with the provisions of section 139 of the Companies Act, 2013, M/s.
Bhavesh & Associates., Chartered Accountants were appointed as the Statutory Auditors
of the Company to hold office for a period of 5 years i.e. from the conclusion of the 30th
Annual General Meeting (AGM) of the Company held on 30th September, 2022 up to the
conclusion of the 35th AGM of the Company. Bhavesh & Associates existing statutory
auditors has resigned from post of statutory auditor due to his pre-occupation in other
assignments before Completion his term.
The Board of Directors of the Company places on record its appreciation for the
services rendered by M/ s. Bhavesh & Associates, Chartered Accountants as the
Statutory Auditors of the Company.
Pursuant to the recommendation of the Audit Committee, the Board of Directors of the
Company at their meeting held on 18th July, 2023 proposed and recommended to the members
of the Company, appointment of M/ s MASD & Co. (Firm Registration No. 146249W),as the
Statutory Auditors of the Company to hold office for a period of one year from the
conclusion of 31st Annual General Meeting of the Company till the conclusion of 32nd
Annual General Meeting of the Company for first term, in place of resigning statutory
Auditors. The Company has also received written consent and eligibility certificate from
M/s MASD & Co., Chartered Accountants under Section 141 of the Act. M/ s MASD &
Co. also holds peer review certificate issued by the Institute of Chartered Accountants of
India. The resolution for the appointment of M/s MASD & Co., Chartered Accountants, as
statutory auditors of the Company has been placed at the ensuing AGM for approval of
members of the Company.
2. Auditors' Report
The Auditors' Report on the audited standalone financial statements of the Company for
the year ended 31st March, 2023 issued by M/s. Bhavesh & Associates, Statutory
Auditors of the Company forms part of this Annual Report. The Auditors' Report does not
contain any qualifications, reservations, adverse remarks or disclaimer. In terms of the
provisions of Section 143(12) of the Act, no frauds have been reported by the
Statutory Auditors in their report for the year under review. Notes to the Financial
Statements are self-explanatory and do not call for any further comments.
3. Secretarial Auditor
M/s. SARK & Associates, Practicing Company Secretary were appointed as Secretarial
Auditor to conduct the secretarial audit of the Company for the financial year 2022-23, as
required under section 204 of the Act and Rules made thereunder.
The Secretarial Audit Report for the financial year 2022-23 is given as ANNEXURE III,
which forms part of this Report.
The said Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all transactions entered into by the Company with related
parties were in the ordinary course of business and on an arm's length basis. Particulars
of contracts or arrangements with related parties as required under section 134(3)(h) of
the Act, in the prescribed Form AOC-2 is given in ANNEXURE IV, which forms part of
this Report.
Disclosure of transactions with related parties as required under Listing Regulations
and the applicable Accounting Standards is given in the Note no. 35 forming part of the
Financial Statements.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, 8 (Eight) board meetings were held on 27.05.2022,
03.08.2022, 12.08.2022, 03.09.2022, 07.09.2022, 14.11.2022, 09.01.2023 and 30.01.2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Year under review Changes were made for Key Managerial Personnel (Company
Secretary) not in directors for FY 2022-23.
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 Section 149(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 Company's policy on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and such other
matters as provided under sub-section (3) of Section 178 of the Act, forms part of the
Corporate Governance Report. Gist of this policy is given in ANNEXURE - V which
forms part of this report and also available at the Company's website at www.ambaltd.com.
EVALUATION OF BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder
and 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 was noted 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
4. Corporate Social Responsibility Committee
Details of all the Committees along with their composition, terms of reference and
meetings held during the year are provided in Corporate Governance Report which forms part
of this 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 for the financial year ended March 31,
2021, the applicable accounting standards have been followed;
• they 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
profit of the Company for that period;
• they have taken proper and sufficient care towards the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and irregularities;
• they have prepared the annual accounts on a going concern basis;
• they have laid down Internal Financial Controls, which are adequate and are
operating effectively;
• they have devised proper systems to ensure compliance with the provisions of all
applicable laws and 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.
CORPORATE GOVERNANCE REPORT
The Company's Corporate Governance Report for the year under review, forms part of this
Annual Report.
A certificate from the Statutory Auditors of the Company regarding the compliance with
the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses
(b) to (i) of sub-regulation (2) of regulation 46 and para-C and D of Schedule V of the
Listing Regulations, is annexed to Corporate Governance Report and forms part of this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required under regulation 34 read with
Schedule V of the Listing Regulations, forms part of this Annual Report.
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 |
2022-23 |
2021-22 |
| 1 Electricity units KW |
10963 |
11595 |
| 2 Value in Rs. |
188017.76 |
270285.22 |
Consumption per unit of production
| Sr. No. Particulars |
2022-23 |
2021-22 |
| 1 Cost per unit (Rs.) |
0.43 |
0.48 |
| 2 Consumption per ton of Production (Rs.) |
427.37 |
482.60 |
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 |
2021-22 |
2020-21 |
| 1 Foreign Exchange Earnings |
- |
- |
| 2 Foreign Exchange outgoings |
- |
- |
LISTING OF SHARES OF THE COMPANY
The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange
Ltd. The listing fees as applicable has been paid to the BSE Limited for the financial
year 2022-2023.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Company has Vigil Mechanism and Whistle Blower Policy for Stakeholders of the
Company to report genuine concerns that could have serious impact on the operations and
performance of the business of the Company and also available on the Company's website at
www.ambaltd.com
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 Company's website
www.ambaltd.com.
Constitution of POSH Committee:
| Sr. Post of no 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 |
*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 |
INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2013, Investor
Education and Protection Fund Authority (Accounting, Audit, transfer and Refund) Rules,
2016 ('IEPFRules') read with the relevant circulars and amendments thereto, the amount of
dividend remaining unpaid or unclaimed for a period of seven years from the due date is
required to be transferred to the Investor Education and Protection Fund ('IEPF Fund')
constituted by the Central Government. Pursuant to the provisions of IEPF Rules, all
shares in respect of which dividend has not been paid or claimed by the members for seven
consecutive years or more shall also be transferred to the designated demat account of the
IEPF Authority ('IEPF Demat Account') within a period of thirty days of such shares
becoming due to be transferred to the IEPF Account.
In respect of Final Dividend for the financial year 2015-16 due for transfer to IEPF on
31st August, 2023, the Company had sent individual notices and also advertised in the
newspapers seeking action from the members who had not claimed their dividends for seven
consecutives years or more. Thereafter, the Company has transferred such unpaid or
unclaimed dividends and corresponding shares to IEPF. Members/ claimants whose shares or
unclaimed dividend have been transferred to the IEPF Demat Account or the IEPF Fund, as
the case may be, may claim the shares or apply for a refund by making an application to
the IEPF Authority in Form IEPF -5 (available on http://www.iepf.gov.in). The member /
claimant can file only one consolidated claim in a financial year as per the IEPF Rules.
Details of the shares / shareholders in respect of which dividend has not been claimed are
provided on the website of the Company at http://www.ambaltd.com
ACKNOWLEDGEMENTS
The Board thanks our customers, bankers, investors, shareholders, vendors and other
stakeholders for their continued support and patronage, extended to the Company and places
on records its sincere appreciation of the wholehearted contribution made by our
employees, for the Company's consistent growth and achievements.
For and on behalf of the Board of Directors
| Ketan Mehta |
Sarika Bhise |
| Managing Director |
Director |
| DIN: 01238700 |
DIN: 06987209 |
| Date: July 18,2023 |
Place: Pune |
|