DIRECTORS REPORT To, The Members, Ambar Protein Industries Limited, Changodar, Sarkhej-Bavla highway, Dist. Ahmedabad 1. Your Directors have pleasure in submitting their 22nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015. 2. DIVIDEND No Dividend was declared for the current financial year due to accumulated losses. 3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. 4. REVIEW OF BUSINESS OPERATIONS During the year, your company has refined 20742.98 MT of cotton seed oil (previous year 18261.39 MT) in its refinery. Company also purchased & packed 24133.05 MT Refined Cottonseed/ Refined Palm Oil and Groundnut Oil Refined Sunflower Refined Maize Oil and Soybean Oil for resale. 5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure "A" and is attached to this report. 7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal. 8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. 10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports .However the observations made by the PCS in his report as to the noncompliance of the listing agreement the delay in filing returns under the Companies Act are due to the facts that the trading of the company shares was suspended and the company did not have qualified personnel. 11. COST AUDIT COMPLIANCE REPORT For the year under review, specified operations of your Company were covered under The Companies (Cost Records and Audit) Rules 2014 and The Companies (Cost Records and Audit) Amendment Rules 2014 for maintenance of cost records. Accordingly, the company has been maintaining cost records and has also appointed cost auditor for the year 2015-16 .Necessary cost audit report has been duly submitted. 12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure "B" and is attached to this report. 13. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 134(3) (a) and Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure "C" and is attached to this Report. 14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW Six (6) Board Meetings were held during the financial year ended 31st March, 2015 on the following dates: 30th May, 2014. , 26th June, 2014, 18th August, 2014, 02nd September, 2014, 01st December, 2014 and 02nd February,2015. 15. DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013. Your Director wish to inform Members that the Audited Accounts containing financial statements for the financial year 2014-15 are in full conformity with the requirements of the Companies Act, 2013. They believe that the financial statement reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. Your Directors further confirm that: • In the presentation of the annual accounts for the financial year ended March 31, 2015 the applicable accounting standards have been followed. • The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable, 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. • The directors 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 frauds and other irregularities. • The directors have prepared the annual Accounts on a going concern basis. • The directors have laid down internal financial controls, which are adequate and are operating effectively. • The directors have devised proper system to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively. 16. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been included in the Management Discussion and Analysis Section which forms a part of the Annual Report. 17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. 18. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. 19. DIRECTORS Shri Patel Dashrathbhai Ashabhai (DIN-01793890) and Mrs. Shobhanaben J Vachhani (DIN: 02360981) retires at the 22nd the Annual General Meeting and has offered himself for re-appointment Shri Maganbhai H. Patel and Dineshbhai B.Khetani vide their letters dated 11/08/2014 have resigned from the Board of the Company. Shri Shirishkumar D Patel and Shri Bharat D Patel appointed as Additional Director on dated 06/04/2015. Shri Meghalkumar Chakravarti, Shri Parimal Shah, Shri Pradip Shah, Mr. Vinodrai Hirji Kansagara, Mr. Rajendra Durlabhjibhai Ganatra and Mr. Sureshbhai Ratilal Shah appointed as an Independent Director subject to the approval of the Members at the ensuing Annual General Meeting of the Company on dated 20/08/2015. 20. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 21. SECRETARIAL AUDITOR The Board of Directors of the Company appointed M/s. R.S. Sharma & Associates, Practicing Company Secretaries, Ahmedabad, to conduct Secretarial Audit for the F.Y. 2015-16. The Secretarial Audit Report of M/s. R.S. Sharma & Associates, Practicing Company Secretaries for the financial year ended 31st March, 2015, is annexed as Annexure D. 22. STATUTORY AUDITORS Mr. Dhaval K Shah, Chartered Accountant, Ahmedabad (Membership No. 154176) was appointed as the Statutory Auditor made by the Board of Directors at their meeting held on 25th August, 2015. in the casual vacancy caused due to the resignation of M/s. Rajendra Natvarlal Shah & Co., Chartered Accountant, Ahmedabad (Membership No. 8733), tendered on 25/8/2015 Subject to the approval of share holders. He is recommended for one year reappointed as a statutory auditor for the financial year 2015-16. 23. LISTING OF EQUITY SHARES The Company has applied for revocation of suspension of trading of its securities and has complied with the requirement of BSE. The company expects the revocation by BSE in short time. 24. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM With the re-composition of board of Director due to the induction of Independent Director the company has constituted Audit committee as under: • Shri Sureshbhai R Shah • Shri Vinodrai H Kansagara • Shri Rajendra D Ganatra • Shri Meghal H Chakravati The above composition of the Audit Committee consists of all independent Directors. The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. 25. SHARES The Company has not issue any Sweat Equity Shares or Bonus Shares and has not bought back any of its securities and does not provided Stock Option Scheme to the employees during the year under review. 26. CORPORATE GOVERNANCE Your Company has been practicing the principle of good corporate governance. A detailed report on corporate governance is available as a separate section in this Annual Report. 27. INDUSTRIEAL RELATIONS The relations between the employees and the management have remained cordial throughout the year. 28. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. For and on behalf of the Board of Directors For Ambar Protein Industries Limited Jayprakash Vachhani Chairman Dated: 01-09-2015. Registered Office: Changodar, Sarkhej-Bavla highway, Dist. Ahmedabad |