To

The Members,

Your Directors have pleasure in presenting herewith the 28 Annual Report of Company
together with the Audited Accounts for the financial year ended 31 March, 2023.


1. FINANCIAL RESULT (Amounts in Lakhs)




  

    
PARTICULARS
    
31.03.2023
    
31.03.2022
  
  

    
Revenue from operations
    
11723.61
    
11,633.47
  
  

    
Other Income
    
535.93
    
123.44
  
  

    
Total Income
    
12259.54
    
11756.91
  
  

    
Expenses
    
11954.21
    
11696.97
  
  

    
Net profit before tax
    
305.33
    
59.95
  
  

    
Deffered Tax
    
52.52
    
-180.13
  
  

    
Profit after tax
    
252.81
    
240.08
  



2. STATE OF COMPANY'S AFFAIR:



During the financial year under review the overall performance of the Company was good
and the overall turnover of the Company was Rs. 11723.61 Lakhs as compare to Rs.
11633.47 Lakhs Previous year and the Net Profit Rs. 252.81 Lakhs as compare to Rs.
240.08 Lakhs in previous year.


3. TRANSFER TO RESERVES



The Board of Directors of the Company has not recommended for transfer of any amount to
the General Reserve for the Financial Year ended March 31, 2023. 


4. DIVIDEND: 



Your Directors do not recommend any Dividend for the Financial Year 2022-23 as the
profits are planned to be ploughed back into the business operations.


5. SUBSIDIARIES:



During the year Company did not have any Holding, subsidiary or joint venture or
associate company.


6. FIXED DEPOSITS:



The Company has neither accepted nor renewed any deposits falling within the provisions
of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 from its member and public during the Financial Year.


7 CHANGE IN THE NATURE OF THE BUSINESS



During the Financial year under Review there is no change in the nature of the
Business.


8. MEETINGS



During the year under review, 5 (Five) board meetings were held on,


  

    
30.05.2022
    
13.08.2022
    
01.09.2022
    
31.10.2022
    
10.02.2023
  


The maximum time-gap between any two consecutive meetings was within the period
prescribed under the Companies Act, 2013.


9. BOARD EVALUATION



The Board of Directors evaluated the annual performance of the Board as a whole, its
committee's and the directors individually in accordance with the provisions of the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 in the following manner

ii. Structured evaluation forms, as recommended by the Nomination and Remuneration
Committee, after taking into consideration inputs received from the Directors, covering
various aspects of the Board's functioning such as adequacy of the composition of the
Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance, for evaluation of the performance of the Board, its
Committee's and each director were circulated to all the members of the Board along with
the Agenda Papers.

ii. The members of the Board were requested to evaluate by filling the evaluation forms
and the duly filled in evaluation forms were required to be sent to the Company Secretary
in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a
detailed discussion at the concerned meeting on the performance of the Board /
Committee/Individual Director and formulated a final collective evaluation of the Board.
The Board also provided an individual feedback to the concerned director on areas of
improvement, if any.

A separate meeting of Independent Directors was held on 10 February 2023 to
evaluate the performance evaluation of the Chairman, the Non-Independent Directors, the
Board and flow of information from management.


10. DIRECTORS:


In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Ambica Ramachandra Rao, retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment.

During the year Mr. B V Subrahmanyeswarao appointed as Additional Director (Independent
Director) of the company and Mr. Thandava Kishore Puvvada Resigned as Independent Director
of the company on 13 August, 2023.

For Directors seeking appointment/re-appointment in the forthcoming Annual General
Meeting of the Company; the particulars as required to be disclosed in accordance
Regulations 17 to 27 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Para C, D & E of Schedule V Companies
Act-2013.

The Company has received necessary declarations from all the Independent Directors
under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of
independence laid down in Section 149 (6) and in SEBI (LODR) Regulations, 2015


11. DIRECTORS' RESPONSIBILITY STATEMENT:


Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and
subject to disclosures in the Annual Accounts, as also on the basis of the discussion with
the Statutory Auditors of the Company from time to time, and to the best of their
knowledge and information furnished, the Board of Directors states:

(i) That in preparation of the Annual Accounts for the year ended 31 March, 2023, all
the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants
of India have been followed along with proper explanation relating to material departures,
if any.

(ii) That the Directors have adopted such accounting policies, as selected in
consultation with Statutory Auditors, 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 the financial year ended 31 March, 2023.

(iii) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

(iv) That the Annual Accounts for the year ended 31 March, 2023, has been prepared on a
going concern basis.

(v) Those proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.

(vi) That systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively


12. STATUTORY AUDITORS


The Shareholders in their meeting held on 27th June, 2018 approved the appointment of
M/s. Ramasamy Koteswara Rao & Co LLP, Chartered Accountants, Hyderabad, as the
Statutory Auditors of your Company to hold office for a period of 5 years. The Board of
Directors based on the recommendation of Audit Committee considered the re-appointment of
M/s. Ramasamy Koteswara Rao & Co LLP, Chartered Accountants, Hyderabad (Registration
No.010396S/S200084) as Statutory Auditors of your Company from the conclusion of 28th
Annual General Meeting till the conclusion of 33rd Annual General Meeting, subject to
approval of members at the ensuing Annual General Meeting. Accordingly, a resolution
seeking the re-appointment of M/s. Ramasamy Koteswara Rao & Co LLP, Chartered
Accountants, as the Statutory Auditors of your Company is included in the notice convening
the Annual General Meeting for approval of the shareholders.

The Statutory Auditors were present in the last AGM.


13. INTERNAL AUDITORS:


The Board of Directors based on the recommendation of the Audit Committee has
reappointed KRNA & Associates, Chartered Accountants, as the Internal Auditors on your
Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to
the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014


14. COST RECORDS AND COST AUDIT:


Maintenance of Cost records and requirement of Cost audit as prescribed under the
provisions of Section 148(1) of the Act are not applicable for the business activities
carried out by the Company.


15 FRAUD REPORTING



During the Financial Year under review the Statutory Auditors of the Company have not
reported any incident of fraud to the Board of Directors of the Company


16. VIGIL MECHANISM / WHISTLE BLOWER POLICY


Pursuant to the provisions of section 177 (9) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers)
Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time
being in force) and Regulation 22 Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has a Whistle
Blower Policy framed to deal with instance of fraud and mismanagement, if any in the
Group. The details of the Policy are explained in the Corporate Governance Report and also
posted on the website of the Company and the web link is http://www.ambicaagarbathi.com. 


17. RISK MANAGEMENT


Pursuant to the provisions of section 134 (3) (n) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including
any statutory modification(s) or re-enactment thereof for the time being in force) and as
per SEBI (LODR) Regulations, 2015 the Risk management is Not applicable to the Company.


18. REMUNERATION POLICY


The Board of Directors, on recommendation of the Nomination and Remuneration Committee
framed a Nomination and Remuneration policy for selection, appointment and remuneration of
Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act
2013. The details of the same are provided in the Corporate Governance Report and website
of the company.


19. MANAGEMENT DISCUSSION AND ANALYSIS:


Aspects of Management Discussion and Analysis are enclosed as "Annexure I"
to this report.


20. CORPORATE GOVERNANCE:


Report on Corporate Governance including Auditor's Certificate on Compliance with
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and Para
C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 in the following manner is enclosed as "Annexure
II" to this report


21. SECRETARIAL AUDIT


Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed
there under, the Board of Directors, on recommendation of the Audit Committee, appointed
M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial
audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates,
Practicing Company Secretaries for the financial year ending 31 March, 2023 is given in
the FORM NO: MR - 3 is herewith annexed as "Annexure (III)" attached
hereto and forms part of this Report. There are no qualifications, reservations or adverse
remarks made by the secretarial auditor and the observation made is self explanatory and
requires no further explanation from the Board.


22. RELATED PARTY TRANSACTIONS


All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large. All related party transactions are placed before the
Audit Committee as also the Board for approval. Prior omnibus approval of the Audit
Committee is obtained as per Regulation 23 SEBI (Listing Obligations & Disclosure
Requirements) 2015 for the transactions which are of a foreseen and repetitive nature. The
Company has developed a Policy on Related Party Transactions for the purpose of
identification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in
sub-section (1) of Section188 of the Companies Act, 2013 in Form AOC-2 is herewith
annexed as "Annexure IV" to this report.


23. ANNUAL RETURN


In accordance with Section 134(3)(a) of the Companies Act, 2013, a copy of Annual
Return in the prescribed format i.e., Form MGT-7 is placed on the website of the Company
and be accessed at the link www.ambicaagarbathi.com


24. PARTICULARS OF EMPLOYEES


The information required pursuant to Section 197 (12) read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect
of employees of the Company is herewith annexed as "Annexure V".



In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company does not have any employee who is employed throughout
the financial year and in receipt of remuneration of Rs. 102 Lakhs, or employees
who are employed for part of the year and in receipt of Rs. 8,50,000 per month.


25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS


The Company has not provided any loan to any person or body corporate or given any
guarantee or provided security in connection with such loan or made any investment in the
securities of any body corporate pursuant to Section 186 of the Companies Act, 2013.


26. CORPORATE SOCIAL RESPONSIBILITY


As per the provisions of section 135 (1) and read with all other applicable provisions
of the Companies Act, 2013 and the Companies (Corporate social responsibility policy)
Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time
being in force). Not Applicable to the Company.


27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:


There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.


28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY


There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report.


29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:


The information on conservation of energy, technology absorption and foreign exchange
earnings and Outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule, 8 of The Companies (Accounts) Rules, 2014

A. Conservation of Energy: The present operation of the Company does not involve
high energy consumption. However steps being taken to minimize energy consumption where
ever possible.

B. Research & Development: The Research and Development division of
Agarbathies department continues to focus on introducing of new brands.

C. Technology Absorption: Not Applicable


D. Foreign Exchange Earnings & Outgo 

(In Rs. Lakhs)



  

    

    
2022-23
    
2021-22
  
  

    
Foreign Exchange earnings
    
Nil
    
Nil
  
  

    
Foreign Exchange outgo
    
Nil
    
Nil
  



30. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:


Your Company strongly supports the rights of all its employees to work in an
environment free from all forms of harassment. The Company has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made there under. The policy aims to provide protection
to Employees at the workplace and prevent and redress complaints of sexual harassment and
for matters connected or incidental thereto, with the objective of providing a safe
working environment, where Employees feel secure. The Company has also constituted an
Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and
complaints of sexual harassment and to recommend appropriate action. The Company has not
received any complaint on sexual harassment during the year.


31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:


No application was made or any proceedings pending under the IBC, 2016 during the year
ended on 31 March, 2023.


32. COMPLIANCE WITH SECRETARIAL STANDARDS


During the year under review, the company has complied with the Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI) on Board Meetings SS-I),
General Meetings (SS-II).


33. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:


Not Applicable


34. ACKNOWLEDGEMENTS:


Your Directors place on record, their appreciation for the co-operation and support
from the Bankers, Financial Institutions, the stockiest and distributors, Supplier and
Customers.

Your Directors would also like to place on record their sincere appreciation and
gratitude to the Shareholders, Central and State Government agencies etc for their support
and co-operation. Your Directors express their heartfelt gratitude to the employees for
their exceptional commitment and loyalty to the Company.


  

    

    
For and on behalf of the Board
    

  
  

    

    
AMBICA AGARBATHIES AROMA & INDUSTRIES LIMITED
    

  
  

    

    
Sd/-
    
Sd/-
  
  

    

    
AMBICA KRISHNA
    
AMBICA RAMACHANDRA RAO
  
  

    

    
Chairman and Managing Director
    
Wholetime Director
  
  

    

    
DIN: 00391898
    
DIN: 01678538
  
  

    
Place: Eluru
    

    

  
  

    
Date: 12.08.2023