annual report financial year ending 31st march, 2011 · 4 amba enterprises limited annual report...
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ANNUAL REPORT
FINANCIAL YEAR ENDING
31ST MARCH, 2011
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Amba Enterprises Limited Annual Report F.Y. 2010-11 CORPORATE INFORMATION Director Mr. Ketan Mehta Mrs. Chhaya Mehta Independent Director Mr. Vinay Mehta Mr. Dinesh Sanjalia Bankers Registered Office HDFC Bank Ltd. A-103, Shilpin Building, AnjanaApartment, Shimpoli Junction, Off. Boraspada Road, S. V. Road, Borivali (West), Mahavir Nagar, Kandivali (West), Mumbai-400092 Mumbai-400067 Website : www.ambaltd.com E-mail : [email protected] Auditors Registrar and Transfer Agent M/s Sandesh Chandak & Co. Purva Sharegistry (India) Pvt. Ltd. Chartered Accountants Unit no. 9, Shiv Shakti Ind. Estt., B-107,Halkara Complex, J .R. Boricha Marg, Dahisar(E), Mumbai-400068 Opp. Kasturba Hospital Lane Tel. : +91-22-2896 9781/82 Lower Parel (E), Mumbai-400011 Tel : +91-22-2301 6761 / 8261
Fax : 91-22-2301 2517 Website : www.purvashare.com E-mail : [email protected]
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Amba Enterprises Limited Annual Report F.Y. 2010-11
NOTICE is hereby given that the 19TH Annual General Meeting of the members of M/S AMBA ENTERPRISES LIMITED will be held on the 25th AUGUST 2011 at the registered office of the company to transact the following business :-
1. To receive, consider and adopt Balance Sheet as at 31st March, 2011 and Profit & Loss account
for the year ended on that date and the report of the Director’s and the Auditors thereon.
2. To appoint Auditors and fix their remuneration.
By order f the Board
Director
Mumbai:
Dated: 22/08/2011
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Amba Enterprises Limited Annual Report F.Y. 2010-11
DIRECTOR’S REPORT
Dear Shareholders, Your Directors present their 19TH Annual Report on the Affairs of the Company together with the Audited Statements of Account for the year ended 31st March 2011.Our Directors hope that the same will meet your approval.
1. FINANCIAL RESULTS: During the year, your company has the carried on the Manufacturing business activity.
2. AUDITORS
The Auditors of the company M/s Sandesh Chandak & Co, Chartered Accountants, Mumbai retire on the date of the Annual General Meeting. You are requested to re-appoint them and fix their remuneration.
3. DIRECTOR’S RESPONSIBILITY STATEMENT:
As required under Sub Section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby confirm:
In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; the Directors had 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. The Directors had 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; The Directors had prepared the annual accounts on a going concern basis.
4. OTHER ADDITIONAL INFORMATION Not Applicable
AMBA ENTERPRISES LTD.
(KETAN H MEHTA)
PLACE: MUMBAI DIRECTOR
DATED : 22/08/2011
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Amba Enterprises Limited Annual Report F.Y. 2010-11
MANAGEMENT DISCUSSIONS AND ANALYSIS
Industry Structure & Development
High growth and development of the power sector in India is stimulating the demand for transformers. The initiatives undertaken by the Government of India is providing ample opportunities to the players in the industry to grow. An analysis of the drivers explain the factors for growth of the industry including growth in power sector, need to replace old transformers, increasing housing projects and market potential for 765 kV transformer. India has the fifth largest generation capacity in the world with an installed capacity of 152 GW as on 30 September 2009, which is about 4 percent of global power generation. The average per capita consumption of electricity in India is estimated to be 704 kWh. However, this is fairly low when compared to that of some of the developed and emerging nations such US (~15,000 kWh) and China (~1,800 kWh).The world average stands at 2,300 kWh2. In order to provide availability of over 1000 units of per capita electricity by year 2012, it has been estimated that need-based capacity addition of more than 100,000 MW would be required. This has resulted in massive addition plans being proposed in the sub-sectors of Generation Transmission and Distribution.
Opportunities and Threats
The Indian Transformer industry which is a mature industry and more than five decades old, manufactures all types of transformers and can very well meet the country’s demand for transformers up to 800 KV now going up to 1200KV. The industry enjoys a good reputation in terms of quality, price and delivery in the domestic as well as overseas markets even in advanced countries. Power generation in March 2010 grew by 8.3% (Y-o-Y) to 62,070 MW. In March 2010, thermal power and hydel power generation increased by a 7.3% and 16.6% respectively. FY10 recorded 6.6% growth in power generation to 771.55 billion kWh. The major threats for this sector is slow down of power sector growth and reduction in prices beside key challenges include non-availability of CRGO and absence of adequate testing facilities along with higher bank / financial institutions interest rates are major threats for the industry. Further, the government policy for the sector is also play a vital role, beside any major changes or development by the Government in relation with its policy decision.
However, the Company is planning such a way that even do affected by such above threats but has come out with positive developments against such threats and has been successful in marketing its product demand in market.
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Segment wise Performance and reporting
The Company is engaged in one sector hence the segment wise performance is not applicable. Financial Performance of the Company for the year under review has already covered under the Directors’ Report.
Company’s Outlook
The Company engaged in manufacturing a wide array of efficient products. These have huge demand throughout India. The demand for our products has risen considerably over the last few years. An ever growing list of clients is clear indication of our immense popularity in the market. We can also provide need-specific customized products as per the specifications of customers. Our key objective is to become the top player in the industry and acquire a large market share through innovation and business expertise. The raw materials used for fabrication our range of Electronic Products, Transformers Lamination, Strip Lamination and others are imported or alternatively we will buy from domestic market. Use of advanced machinery helps us gain high work efficiency, with minimum wastage of resources. The manufactured products are well tested on a number of parameters and then securely packed using sturdy packaging materials. These are then timely delivered to the clients as per given schedule.
Cautionary Statement
Statements in this report describing the Company’s objectives, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.
Ketan Mehta Chhaya Mehta Director Director Place: Mumbai Date: 22/08/2011
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Amba Enterprises Limited Annual Report F.Y. 2010-11
Corporate Governance Report
a) Company’s philosophy on code of Governance Amba Enterprises Limited believes that good corporate governance is essential to achieve long term goals and also to enhance the shareholders value. The Company is engaged in the business of manufacturing transformer and laminates and now believes to create value that can be sustained over a long term for all its shareholders, employees, customers, government and others.
a. Board of Directors : The Board of your Company consists of four Directors including non-executive independent Director. All the members of the Board are eminent with sound knowledge and background in different field.
The Board is headed by Shri Ketan Mehta.
Board Meetings and procedure
The Board of Directors of your Company met 6 times during the year on 26.04.10, 28.07.10, 18.08.10, 26.10.10, 28.01.11 and 05.03.11. The details pertaining to the name and category of Directors on the Board, their attendance at the Board Meetings held during the financial year 2010 – 11 and at the last Annual General Meeting of the Company and the no. of Directorship on the Board or membership/chairmanship in committee held by them across all the Companies are as under :
Name of Directors Position / Attended No. of other Status Board Meeting Last AGM Directorship Committee Membership/
Chairmanship
Mr. Ketan Mehta ENI 6 Y 2 - Mrs. Chhaya Mehta ENI 4 Y - - Mr. Vinay Mehta NEI 6 Y - -
Mr. Dinesh Sanjalia * NEI ENI = Executive Not Independent, NEI = Non-executive Independent Director
* Appointed on 5th March, 2011.
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b. Audit Committee The Board of Directors has constituted Audit committee of Directors to exercise powers and discharge function as stipulated in Section 292A of the Companies Act, 1956. During the year four meetings were held on 26.04.2010, 28.07.2010, 26.10.2010 and 28.01.2011, all the members had attended all meetings. The role and terms of reference of the audit committee covers the matter specified for audit committees under clause 49 of the listing agreement and provisions of Companies Act, 1956. The committee comprises of two Directors and one member who are Non-executive.
The Composition of Audit Committee is as under:
S. No. Name of the members Status Director Status
1. Vinay Mehta Chairman Non-Executive & Independent 2. Ketan Mehta Member Executive & Not-Independent 3. Dinesh Sanjalia Member Non-Executive & Independent Terms of reference:
The terms of reference of this committee are wide enough covering the matters specified for Audit Committee under Clause 49 of the Listing Agreement as amended.
Overseeing of the Company’s financial reporting process and disclosure of financial
information.
Review of quarterly financial statement ensuring compliances with regulatory guidelines before submission to the Board
Recommended appointment, removal of statutory auditors and payment of fees to them.
Statement of significant related party transactions.
c. Remuneration Committee
The Board has not constituted any Remuneration Committee which is non mandatory however the details of remuneration paid to the Directors for the year 2010 - 11 are as under :-
Managerial Remuneration :
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Salary : Rs. 5,50,000/- Commission : - Other Perquisite : - Total : Rs. 5,50,000/-
d. Shareholders / Investors Grievance Committee The Board has constituted a share transfer committee consisting of Mr. Ketan Mehta, Mr. Vinay Mehta and Mr. Dinesh Sanjalia and Mr. Ketan Mehta is designated as Compliance Officer. As on 31st March, 2011 there were no complaints pending and no share transfer pending for registration for more than 15 days as on the said date. e. General Body Meeting
i. Location and time where last three Annual general Meeting (AGMs) were held :
AGM held Day, Date & Time Venue 2009-2010 30.09.2010 A-103, Shilpin Bldg., Mahavir Nagar, Kandivali (West), Mumbai –
400067 2008-2009 25.09.2009 - do - 2007-2008 25.09.2008 - do -
No special resolution were put through postal ballot last year and nor is there any proposal for this year.
ii. Disclosures
There are no materially significant transactions with related parties, viz. Promoters, directors or the management, their subsidiaries or relatives conflicting with company’s interests. However the necessary details are given in notes to accounts of the Company.
No penalty or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets during the last three years.
iii. Means of Communication
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The Company proposes to publish its quarterly results in the “Free Press Journal and Lokshakti” newspapers. The Company does not have any website for displaying results or official news. Management Discussion and Analysis is a part of the Annual Report.
a) General Shareholders Information
1) AGM – Date, time and venue : Date : 30th September, 2011 Time : 12.30 p.m. Venue : A-103, Shilpin Bldg, Off Borsapada Road, Opp. Malhar Bldg, Mahavir Nagar,
Kandivali (W), Mumbai - 400067
2) Financial year ending : 31st March 2011 3) AGM : 30th September, 2011 4) Date of book closure from 26th September, 2011 to 30th September, 2011. (both days
inclusive.) 5) Dividend payment date : not applicable since no dividend is recommended by the Board.
6) ISIN No. : NA
7) Reporting of Un-audited Financial Result : In respect of year 11 – 12
a) First quarter : Last week of July, 11 b) Second quarter : Last week of October, 11 c) Third quarter : Last week of January, 12 d) Fourth quarter : Last week of April, 12 e) Annual General Meeting (For 11 – 12) : By August / September, 12
8) Listing on Stock Exchanges: Ahmedabad and Pune and Stock Exchanges.
9) Stock Code : The Stock Exchange, Ahmedabad - 03596 The Stock Exchange, Pune -
10) Market Price Data – High/Low during the each month of the financial year 2010 – 2011 is not available since no trading takes place at stock exchange during the year.
11) Registrar & Share Transfer agent (RTA) : Amba Enterprises Ltd.
(for physical & demat shares) A-103, Shilpin Bldg., Mahavir Nagar, Kandivali (West), Mumbai – 400067
Share Transfer System :- Share transfers are registered and returned within a period of 15 days except
few transfer, from the date of receipt, if the documents are cleared in all respects by the
Committee.
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12) Distribution of shareholding as on 31.03.2011
Shareholding of Nominal
Value Shareholde % of Total Share % of
1 – 5000 60 61.86 15,90,000 3.12 5001- 10000 11 11.34 10,65,000 2.09
10001 - 20000 3 3.09 4,60,000 0.90 20001 – 30000 4 4.12 10,00,000 1.96 30001 – 40000 - - - - 40001 – 50000 - - - - 50001 – 100000 8 8.25 62,43,000 12.24
More than 100001 11 11.34 4,06,42,000 79.69 97 100.00 5,10,00,000 100.00
13) Shareholding pattern as on 31.03.2011
Category No. of Shares % of
Director & their Relatives 25,85,190 50.69 Other Bodies Corporate 24,990 0.49
Public 24,89,820 48.82 NRIs/ OCBs 0 0
Total 51,00,000 100.00
14) Dematerialisation of shares and liquidity: Nil share capital has been dematerialised as on 31st March, 2011.
15) The Company has not issued any GDRs/ADRs/Warrants. None of the instruments
issued by the Company is pending for conversion into equity shares.
16) Site Location : Pune
17) Address for correspondence : A-103, Shilpin Bldg., Mahavir Nagar, Kandivali (West), Mumbai – 400067
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Compliance:
This section of the report together with the information given under Management Discussion and Analysis and brief resume of Directors constituted a detailed report on Corporate Governance.
The Company has complied with Mandatory requirement of Corporate Governance. The Board would review implementation of Non – Mandatory Requirements of Corporate Governance Code in due course of time.
Auditors Certificates regarding compliances of conditions of corporate Governance is annexed to this report.
For Amba Enterprises Limited
Sd/-
Place : Mumbai Ketan Mehta
Date : 22/08/2011 Director
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CEO / CFO CERTIFICATION To The Board of Directors Amba Enterprises Limited We, Mr. Ketan Mehta, Director and Mrs. Chhaya Mehta, Director, on the basis of the review of the financial statements and the cash flow statement for the financial year ending March 31, 2011 and to the best of our knowledge and belief, thereby certify that: -
1. These statements do not contain any materially untrue statements or omit any material fact
or contains statements that might be misleading.
2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
3. There are to the best of our knowledge and belief, no transaction entered into by the
company during the year ended March 31, 2011 which are fraudulent, illegal or violative of the Company’s code of conduct.
4. We accept responsibility for establishing and maintaining internal controls for financial
reporting, we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee those deficiencies, of which we are aware, in the design or operation of the internal control systems and that we have taken the required steps to rectify these deficiencies.
5. We further certify that :
a) There have been no significant changes in the internal control over financial reporting
during this year.
b) There have been no significant changes in accounting policies during this year and that the same have been disclosed in the notes to the financial statements.
c) There have been no instances of significant fraud of which we have become aware
and the involvement therein, of management or an employee having significant role in the Company’s internal control systems over financial reporting.
(ii)
For and on behalf of Board Amba Enterprises Limited Sd/- ___________________ Director Mumbai Dated: 22/08/2011
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Amba Enterprises Limited Annual Report F.Y. 2010-11 To, The Member of M/S. AMBA ENTERPRISES LIMITED MUMBAI
We have audited the attached Balance Sheet of M/S. AMBA ENTERPRISES LIMITED as at 31st March 2011 and also the annexed profit & loss Account of the company for the year ended on that date. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our Audit.
1. We conducted our Audit in accordance with auditing standards generally accepted in India.
Those standards require that we plan and perform the audit to obtain reasonable assurance above whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
2. As required by the Companies(Auditor’s Report) Order,2003 as amended by the
companies(Auditors Report)(Amendment)Order,2004(together the ‘Order’)issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of The Companies Act,1956 (the ‘Act’)and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.
3. We have obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purpose of our audit. 4. In our opinion, proper books of account as required by the law, have been kept by the
Company, so far as appears from our examination of the books of the Company. 5. The Balance Sheet and Profit & Loss Account with by this report are in agreement with the
Books of Account. 6. In our opinion, the Balance Sheet and Profit & Loss Account comply with Accounting
standards referred to in sub-section (3C) of section 211 of the companies Act, 1956. 7. On the basis of the written representations received from the Directors, and taken on record
by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the companies Act, 1956.
8. In our opinion and to the best of our information and according to the explanations given to
us, the said accounts, together with the notes thereon, give the information required under the companies Act, 1956 in the manner so required and give a true and fair view:
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(a) In the case of the Balance Sheet of the state of affairs of the company as at 31st March,2011 and (b) In the case of the profit & Loss for the year ended on that date. (c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
For Sandesh Chandak And Co Chartered Accountant SD/-
CA SANDESH CHANDAK
Proprietor
PLACE : MUMBAI DATE : 22/08/2011
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AMBA ENTERPRISES LTD ANNEXURE TO AUDITORS REPORT FOR THE YEAR ENDED
31 MARCH 2011
Annexure referred to in Paragraph 1 of the Auditors Report to the shareholder of Amba Enterprises Limited for the year ended 31st March 2011.
As required by the Companies (Auditors Report)Order,2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and of the basis of such checks of the books and records as were considered appropriate we report that:
1. a) As informed to us, the company is in the process of compiling proper records to show full particulars including quantitative details and
situations of fixed assets.
b) As informed to us, a major portion of the fixed assets have been physically verified by the management during the year and pending the compilation of these records, adjustments on account of discrepancies, if any, will be made in due course.
c) In our opinion, the company has not disposed of substantial part of the
fixed assets during the year.
2. In respect of its inventories :
a) As explained to us, inventories have been physically verified by the management by regular intervals during the year.
b) In our opinion and according to the information and explanations given to
us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.
c) The company has maintained proper records of inventories. As explained
to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records
3. In respect of loans, secured granted or taken by the company to/ from companies, firm or other parties covered under section 301 of the companies Act, 1956
a) In our opinion, and according to the information and explanation given to us,
the rate of interest and other terms and conditions on which loans have been given or taken are not, prima facie, prejudicial to the interest of the company.
b) In respect of interest free loans given or taken by the company, principal
amount is repayable on demand.
c) There is no overdue amount of loans taken or given by the company as these loans are repayable on demand.
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4. In pour opinion and according o he information and explanations given o us, having regard o he explanation that some of the items purchased are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During he course of he audit, we have not observed any continuing failure to correct major weaknesses in internal controls.
5. a) To the best of our knowledge and belief and accordance to the information
and Explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained u/s. 301 of the Companies Act, 1956 have been so entered.
b) In our opinion and having regards to our comments in paragraph ( iv) above
and according to the information and explanations given to us, the transactions made in pursuance of the contract or arrangements entered in the register maintained u/s 301 of the companies Act, 1956 and exceeding the value of Rs 5,00,000 in respect of any party during the year have been made at prices which are reasonable, having regard to the prevailing market prices at the relevant time where such market prices are available.
This clause is not applicable as the company has not accepted any deposits from the public
during the year.
6. This clause is not applicable as the company does not have to maintain cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the companies Act, 1956.
7. (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion undisputed statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues were in arrears as at 31st March for a period of more than 6 months from the date they became payable. According to the records of the company and the information and explanations given to us, there are no disputed dues on account of sales tax, Income tax, Custom tax, wealth tax, Excise duty and cess matters that have not been deposited as on 31st March
8. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to its banks.
9. In our opinion and according to the information and explanations given to us, the
Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.
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10. This clause is not applicable as the company is not dealing in or trading in shares, securities, debentures and other investments.
11. This clause is not applicable as the company is not a chit fund.
12. The company has not given any guarantee for loans taken by others from banks or
financial institutions.
13. The Term loans taken by the company have been applied for the purposes for which they were obtained.
14. According to the information and explanations given to us and on an overall examination
of The Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term assets and no long term loans have been used to finance short term assets
15. This clause is not applicable as the company has not issued any debentures.
16. This clause is not applicable as the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.
17. To the best of our knowledge and belief and according to the information and
explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.
For Sandesh Chandak And Co Chartered Accountant SD/-
CA SANDESH CHANDAK
Proprietor
PLACE : MUMBAI
DATED : 22/08/2011
