AMBICA AGARBATHIES AROMA & INDUSTRIES LIMITED Index Page 1. Notice 03 2. DirectorÕ s Report 05 3. Management Discussion & Analysis 08 4. Corporate Governance 11 5. AuditorÕ s Report 22 6. Balance Sheet 28 7. Profit & Loss Account 29 8 Cash Flow Statement 30 9 Notes to Financial Statements 32 10. Attendance Slip/Proxy Slip 67 1 AMBICA AGARBATHIES AROMA & INDUSTRIES LIMITED BOARD OF DIRECTORS SRI AMBICA KRISHNA : Chairman and Managing Director SRI AMBICA RAMCHANDRA RAO : Director SRI P. SREEDHARAN VENKATESAN : Director SRI P KISHORE THANDAVA : Director STATUORY AUDITORS: SRI T S AJAI, B.Com.,FCA Chartered Accountant 304, Minar Aprtments, Deccan Towers, Basheerbagh HYDERABAD – 500 029. BANKERS: CORPORATION BANK Eluru Branch, ELURU REGISTERED OFFICE: Shankar Towers Powerpet, ELURU - 534 002. ADMN OFFICE: Ambica Empire 57, 100ft Road, Vadapalani CHENNAI. FACTORY: • SATRAMPADU, ELURU. • DUGGIRALA, ELURU West Govdavari Dist., Andhra Pradesh. REGISTRARS & TRANSFER AGENTS: M/s. Venture Capital and Corporate Investments Private Limited. 12-10-167, Bharat Nagar Hyderabad-500018 LISTING AT: National Stock Exchange of India Limited BSE Limited 2 AMBICA AGARBATHIES AROMA & INDUSTRIES LIMITED NOTICE NOTES: NOTICE is hereby given that the 17th Annual 1) A member entitled to attend and vote at General Meeting of the members of the Company the meeting is entitled to appoint a proxy to will be held on SATURDAY 29TH SEPTEMBER, attend and vote instead of himself and such 2012 at 11.00 AM at Registered Office of the proxy need not be a member of the company. Company at Shankar Towers, Powerpet, Eluru, The proxy in order to be effective must be West Godavari District, Andhra Pradesh to deposited at the Registered Office of the company not less than 48 hours before the transact the following items of business: commencement of the meeting. ORDINARY BUSINESS: 2) Corporate Members intending to send 1. To receive, consider and adopt the Audited their authorized reprsentatives to attend Balance Sheet as at 31st March, 2012 and the meeting are requested to send to the Profit & Loss Account for the financial year company a certified copy of the Board ended on that date together, with the report of resolution authorizing their representative to the Board of Directors and Auditors thereof. attend and vote on their behalf at the meeting 2. To appoint a director in place of Sri P Kishore 3) The Register of Members and Share Transfer Thandava, who retires by rotation and being Books of the Company will remain closed eligible offers himself for re-appointment from TUESDAY 25TH SEPTEMBER, 2012 3. To appoint a director in place of Sri Ambica TO SATURDAY 29TH SEPTEMBER, 2012 (both day inclusive) Ramchandra Rao who retires by rotation and being eligible offers himself for re- 4) Members are requested to quote appointment. ledger folio/dp id/client id number in all 4. To appoint statutory auditors and to fix their correspondence to avoid delay in communication. their remuneration by passing the following resolution as an Ordinary Resolution : 5) Members are advised to consolidate their “RESOLVED THAT pursuant to Section ledger folios where they are holding shares 224(1) of the Companies Act, 1956, the in different folios in the same name. retiring auditors Sri T. S. Ajai, Chartered 6) Members/Proxies are requested to bring Accountant be and is hereby re-appointed duly filed in attendance slips sent herewith as the Statutory Auditors of the company to for attending the meeting. hold the office from the conclusion of this Annual General Meeting till the conclusion for and on behalf of the Board of the next Annual General Meeting at such Sd/- remuneration as may be decided by the AMBICA KRISHNA Board” Chairman and Managing Director for and on behalf of the Board Sd/- Place : Hyderabad AMBICA KRISHNA Date : 17.08.2012 Chairman and Managing Director 3 AMBICA AGARBATHIES AROMA & INDUSTRIES LIMITED ADDITIONAL INFORMATION ON DIRECTORS RETIRING BY ROTATION AND SEEKING RE-APPOINTMENT AND NEWLY APPOINTED DIRECTORS AT THE ANNUAL GENERAL MEETING IN TERMS OF CLAUSE 49 OF THE LISTING AGREEMENT. SRI AMBICA RAMCHANDRA RAO Sri Ambica Ramachand Rao is an Executive Director of the company having vast experience in bringing out qualitative scented Agarbathies. Through his innovative & creative ideas & skills he has developed variety of products for the Agarbathies division of the company which is readily accepted in the market. He has played a vital role in creating market for the scented segment of the agarbathies, his presence in the Board will enhance the sales of the Company SRI P KISHORE THANDAVA Sri P Kishore Thandava S/o of Sri P Bhaskar Rao Resident of 1-2-36, Kotteti Kotaiah Street, Vidyadharapuram Vijayawada-12. He has completed his Management Graduate from Pondicherry University, with rich experience in the field of marketing of Agarbathies and allied products. He is member of the Committees of the company and holds 8000 equity shares in the Company. He is neither a director nor member of any other committee or company 4 AMBICA AGARBATHIES AROMA & INDUSTRIES LIMITED DIRECTORS’ REPORT 54.42 Lakhs as compared to Rs127.25 Lakhs. The Turnover of hotel division was Rs 1455.77 To Lakhs as compared to Rs 1267.30 Lakhs and The Members, Net profit was Rs 197.27 Lakhs as compare to Rs 115.58 and in Construction Division many Your Directors have pleasure in presenting projects are in finishing stages and it has good herewith the 17th Annual Report of Company future in coming years. together with the Audited Accounts for the financial year ended 31st March, 2012 DIVIDEND Your Directors do not recommend any Dividend FINANCIAL RESULTS: (Rs.in lakhs) for the Financial Year 2011-2012 as the profits are YEAR ENDED YEAR ENDED planned to be ploughed back into the business PARTICULARS 31.03.2012 31.03.2011 operations. Sales 8542.38 7189.97 PERSONNEL: Other Income 114.99 179.66 Stocks 26.95 2.21 None of the Employees of the Company are drawing remuneration exceeding limits Expenditure (8165.22) (6850.75) prescribed U/s 217(2A) of the Companies Act, Profit before depreciation 1956 read with the Companies (Particulars of and Income tax 519.10 521.09 Employees) Rules, 1975. Depreciation (267.41) (278.27) FIXED DEPOSITS: Net profit before tax 251.69 242.82 Provision for taxation Your company has not accepted any deposits a. Current tax 73.29 83.94 falling under Section 58A of the Companies b. Deferred tax (9.92) 18.88 Act, 1956 read with Companies (Acceptance of Profit after tax 188.31 139.99 Deposits) Rules 1975 during the year. Brought forward from previous year 868.90 728.93 DIRECTORS: Balance carried to balance sheet 1057.23 868.92 During the financial year under review Sri Ambica OVERALL PERFORMANCE OF THE Sudarsan and Sri Suresh Garlapati Directors of COMPANY: the Company has express their un- willingness to be reappointed at the 17th Annual General During the financial year under review the overall meeting. performance of the Company was satisfactory in spite of the economy slow down, inflation and Sri Ambica Ramachandra Rao and Sri P Kishore many factors during the financial year under thandava Directors of the Company retires by review the overall turnover of the Company was rotation at the ensuing Annual General Meeting Rs 8542.38 Lakhs as compare to Rs 7189.97 and being eligible offer themselves for re- Lakhs and the Net profit Rs 188.31 Lakhs as appointment. compare to Rs 139.99 Lakhs DIRECTORS’ RESPONSIBILITY STATEMENT: When it comes to Segment wise performance of the Company the Turnover of the Agarbathies Pursuant to Section 217(2AA) of the Companies Division was Rs 7201.60 Lakhs as Compare Act, 1956 the directors of your Company hereby to Rs 6101.99 Lakhs and the Net Profit was Rs confirm that: 5 AMBICA AGARBATHIES AROMA & INDUSTRIES LIMITED i. In preparation of annual accounts for the that the company is under the process of financial year ended 31st March, 2012 the reconciliation of names of share holders applicable accounting standards have been and transfer the same. followed along with proper explanation relating to material departure, if any, there from; CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ii. The directors have selected such accounting policies and applied them consistently and FOREIGN EXCHANGE EARNINGS AND made judgments and estimates that are OUTGO: reasonable and prudent so as to give true and fair view of the state of affairs of the Company As required under Section 217 (1) (e) of the at the end of the financial year ended 31st Companies Act, 1956 read with Companies March 2012 and of the profit and loss of the (Disclosure of particulars in the Report of Board Company for that period; of Directors) Rules, 1988, the information is given as hereunder: iii. The directors have taken proper and sufficient care for the maintenance of adequate A. Conservation of Energy – The present accounting records in accordance with the operation of the Company do not involve provisions of this Act, for safeguarding the high energy consumption. However assets of the Company and for preventing steps being taken to minimize energy and detecting frauds and other irregularities; consumption where ever possible iv. The Directors have prepared the annual B. Research & Development – The accounts on a going concern basis. Research and Development division of Agarbathies department continues to focus AUDITORS: on introducing of new brands. The Statutory Auditor, Sri T S Ajai, Chartered C. Technology Absorption - Not Applicable Accountant, hold office till the conclusion of ensuing Annual General Meeting. The Company D. Foreign Exchange Earnings & Outgo: is in receipt of confirmation from the Statutory Auditor that in the event of his re-appointment as (In Rs.