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Ambition Mica Ltd.

BSE: 539223 Sector: Others
NSE: N.A. ISIN Code: INE563S01011
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OPEN 55.10
CLOSE 58.00
VOLUME 12000
52-Week high 77.00
52-Week low 23.00
P/E 28.06
Mkt Cap.(Rs cr) 48.42
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ambition Mica Ltd. (AMBITIONMICA) - Director Report

Company director report

To

The Members

Your Directors are pleased to present their 6th Annual Report and Audited Accounts forthe year ended 31st March 2016.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars 2015-2016 2014-2015
Sales & Other Income 4931.75 3817.63
Operating & Administrative Expenditure 4444.39 3354. 72
Profit Before Depreciation Interest and Tax 487.35 462.78
Depreciation and amortization expense 50.24 46.13
Finance costs 179.13 155.87
Profit before tax (PBT) 257.97 260.76
Tax expense 86.73 87.04
Profit after tax for the year (PAT) 171.23 173.72
Balance brought forward from previous year 398.29 162.54
Amount available for appropriation 573.90 398.29
Balance carried to balance sheet 573.90 398.29

2. Review of Operations

During the year under review revenue of the company was Rs. 4931.75 Lakhs compared toRs.3817.63 Lakhs in the corresponding previous year. The Company earned a profit after taxof Rs. 171.23 Lakhs as compared to Rs. 173.73 Lakhs in the previous year. The profit ofthe company decreased in spite of increase in sales was mainly due to increasedcompetition in the market. During the period under review the company's reserves andsurplus increased from Rs. 398.30 to Rs. 573.90 Lakhs. The reserves further increased bythe Rs. 322.20 Lakhs on account of Share Premium received pursuant to issue of sharesthrough IPO.

3. Dividend

The Directors have not recommended any dividend on equity shares for the year underreview.

4. Share Capital

The Share capital of the company as on 31.03.2016 stood at Rs.397.40 Lakhs divided into3974000 equity shares of Rs.10 /- each.

5. Issue of Bonus Shares

The company has issued Bonus Shares in the ration of 1 equity share for each share heldon. The shares were allotted and listed in the month of May 2016.

6. Management Discussion and Analysis Report

The Management Discussion and Analysis report has been furnished separately in theAnnual Report as Annexure-E.

7. Finance

The company continues to focus on judicious utilization management of its workingcapital Term Loan receivables inventories and other finance sources. Continuousmonitoring of finance sources is carried on.

8. Deposits

The company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and rules made there under.

9. Particulars of Loan Guarantees and Investments

The company has not given any loans or guarantees falling within the provisions ofSection 186 of the companies Act 2013.

10. Internal Control Systems and their Adequacy

Your Company maintains appropriate systems of internal control including monitoringprocedures. These internal control systems ensure reliable and accurate financialreporting safeguarding of assets keeping constant check on cost structure and adheringto management policies. The internal controls are commensurate with the size scale andcomplexity of our operations and facilitate timely detection of any irregularities andearly remedial steps against factors such as loss from unauthorized use and disposition.Company policies guidelines and procedures provide for adequate checks and balances whichare meant to ensure that all transactions are authorized recorded and reported correctly.The internal controls are continuously assessed and improved / modified to meet changes inbusiness conditions statutory and accounting requirements. Constant monitoring of theeffectiveness of controls is ensured by periodical audits performed by an in-houseinternal audit team.

The Audit Committee regularly meets and reviews the results of the various internalcontrol audits both with the Auditors as well as with the respective Auditees. The AuditCommittee is apprised of the findings as well as the corrective actions that are taken.Periodical meetings between the Audit Committee and the Company Management also ensure thenecessary checks and balances that may need to be built into the control system.

11. Conservation of Energy Technology absorption Foreign Exchange Earnings and Outgo.

A. Conservation of Energy

Energy conservation continues to be the key focus area of your Company. The Company ismaking continuous effort for energy conservation. Effective measures have been taken tomonitor consumption of energy during the process of manufacture. Continuous monitoring andawareness amongst employees has helped to avoid wastage of energy. Continuously we takenecessary activities to educate and encourage employees to establish energy efficientpractices. The quantitative details of energy consumption forms part of the Notes andsignificant accounting policies.

B. Technology absorption

The company always remains aggressive for improvement of quality of product efficientmanufacturing process search of new products or modification in the existing productsintroducing new designs by continuously studying the market. Company takes help of outsideagencies whenever required to improve manufacturing process or method which ultimatelybenefit to the quality and cost of product.

C. Foreign Exchange Earnings and Outgo

The particulars regarding foreign exchange earnings and outgo are as follows:

Particulars 2015-2016 2014-2015
Expenditure in Foreign Currency: CIF Value of Import of Raw Material RS. 8.68 Lakhs Rs. 7.65 Lakhs
Earning in Foreign Currency: Rs. 35.69 Lakhs Nil

12. Industrial Relations

The company overall enjoyed harmonious and cordial relations with the employees duringthe year at all levels of the company.

13. Directors and Key Managerial Personnel

In accordance with the provisions of section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Govindbhai Patel retires by rotation at theensuing Annual General Meeting and offers himself for reappointment.

Mr. Paresh Patel Mr. Abhishek Patel and Mr. Vinod Patel were appointed as theIndependent Directors with effect from March 27 2015 for a period of 5 years in the ExtraOrdinary General Meeting and not liable to retire by rotation.

Mrs. Monghiben Patel was appointed as the Non-executive Director with effect from March27 2015 in the Extra Ordinary General Meeting liable to retire by rotation.

14. Declarations by Independent Directors

All the independent directors have given declarations confirming the criteria ofindependence laid down under section 149(6) of the Companies Act 2013 and clause 52 ofthe Listing Agreement.

15. Board Evaluation

In compliance with the provisions of the Companies Act 2013 and Listing Agreement theBoard of Directors carried out the Evaluation of its performance individually of eachdirector and the committees formed.

The performance evaluations of independent directors also carried out and the same wasnoted. It was also assured by the independent directors to keep highest standard oftransparency in performing their duty and also to be more responsible in carrying outtheir duties for the benefits of the shareholders.

16. Nomination and Remuneration Policy

On the recommendation of the Nomination and remuneration committee the Board of hasframed a policy for appointment of directors and senior management and their remuneration.The said policy is forming part of the Corporate Governance Report.

17. Meeting of the Board

Six meetings of the Board of Directors were held during the year the details of whichare provided in the report on corporate governance. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.

18. Directors' Responsibility Statement As required under Section 134(3)(c) of theCompanies Act 2013.

Pursuant to Sections 134(3)(c) and134(5) of the Companies Act 2013 (the"Act") the Directors to the best of their knowledge and belief and accordingto the information and explanations provided to them confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made from the same;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

19. Related Party Transactions

All transactions entered into by the Company with related parties were in the ordinarycourse of business and on an arm's length basis. Each of these transactions was reviewedby the Audit Committee prior to being entered into and where necessary was approved bythe Board of Directors and members. In respect of transactions of a repetitive nature anomnibus approval was obtained from the Audit Committee and Members where necessary. Atevery meeting the Audit Committee reviews the transactions that were entered into duringthe immediately preceding period. Details of related party transactions have beendisclosed under Notes to the financial statements.

20. Subsidiary Companies

The company acquired 100% shares of M/s. Velsons Laminate Private Limited on April 012016. M/s. Velsons Laminate Private Limited was promoted by MD WTD and their relatives ofthe company. The company is in manufacturing of Laminates used in commercial segment. Asthe business carried on by the said company is of competing nature to the company and fromthe view point of ethical business practices it was decided by the board of directors intheir meeting held on February 19th 2016 to acquire entire shareholding ofM/s. Velsons Laminate Private Limited by the company at a price mutually agreed by andbetween the shareholders of the said company and by the Board of directors of the company.Consequent upon the positive consent of shareholders was obtained in the EGM held on March14 2016 for the aforementioned acquisition.

21. Code ofConduct

The Board had laid down a code of conduct for all Board members and senior managementof the Company. The Code of Conduct anchors ethical and legal behavior within the Company.The Code of Conduct has been hosted on the website (www.ambitionmica.com)of the Company. The Board members and senior management personnel have affirmed compliancewith the Code of Conduct of the Company in the year under review.

22. Vigil Mechanism/ Whistle Blower Policy

As required under Section 177(9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Boards and its Powers) 2014 and Clause 49 of the Listing Agreementthe Company has adopted a policy on vigil mechanism / whistle blower.

23. Prevention of Insider Trading

The company has framed the code of conduct for prevention of insider trading by theDirectors and designated employees of the company. The code requires pre-clearance fordealing in the shares of the company and prohibition on purchase or sale of shares by thedirectors and designated employees while in possession of unpublished price sensitiveinformation during the period when window is closed.

The Board of Directors and the designated employees have confirmed compliance with theCode.

24. Auditors

The Statutory Auditors of the Company M/s. Hitesh Gohel and Co. Chartered AccountantsAhmedabad (Firm Regn No.129089W) were appointed as the Statutory auditors of the companyfor a period of five years up to the conclusion of the 9th Annual GeneralMeeting of the company subject to ratification by members at every Annual General Meetingof the company. They have confirmed their eligibility under section 141 of the companiesAct 2013 and the rules framed there under for reappointment.

The audit committee has considered and recommended the re-appointment of M/s. HiteshGohel and Co. Chartered Accountants Ahmedabad as statutory Auditors of the company tothe Board of Director at its meeting held on 19th August 2016. The directorshave accepted the recommendation and recommend to the shareholders for ratification ofre-appointment of M/s. Hitesh Gohel and Co. Chartered Accountants Ahmedabad as thestatutory auditors of the company to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of the next AGM of the Company.

25. Secretarial Audit

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s. V.B. Patel & Co. Practicing Company Secretary Ahmedabad have been appointed as aSecretarial Auditors of the Company in the meeting of the Board of Directors held onAugust 27 2015. The report of the Secretarial Auditor is enclosed as "Annexure-D".

26. Statement pursuant to Listing agreement

The Company's equity shares are listed at Bombay Stock Exchange Limited (SME Segment).The Annual listing Fee for the year 2015-16 has been paid.

27. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-A.

28. Risk Management

The company has well-defined risk management framework in place. The company hasestablished procedures to periodically place before the Audit Committee and the Board therisk assessment and prevention cum minimization procedures being followed by the company.

29. Particulars of Employees

Disclosures pertaining to the remuneration and other details as required under section197(12) of the companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of

Managerial Personnel) Rules 2014 are provided in the Annual Report and is marked as "Annexure-B"to this report.

Further during the year no employees of the company were in receipt of remuneration interms of the provisions of Section 197(12) of the companies Act 2013 read with Rules5(2) and 5(3) of the Companies Appointment and Remuneration of Managerial Personnel)Rules 2014.

30. Corporate Governance

Your Company is in full compliance with the Corporate Governance guidelines as set outin Clause 52 of the Listing Agreement and is committed to good corporate governance layinga strong emphasis on transparency accountability and integrity. All Directors and SeniorManagement employees have confirmed in writing their adherence to the Company's Code ofConduct.

A separate report on Corporate Governance (Annexure C) is provided together witha Certificate from the Statutory Auditors of the Company regarding compliance withconditions of Corporate Governance as Annexure D as mandated under Clause 52 of theListing Agreement.

31. Acknowledgments

Your Directors are grateful to the Central and State Governments StatutoryAuthorities Local Bodies Banks and Financial institutions for their continued supportand cooperation. Your Directors warmly acknowledge the trust and confidence reposed inyour Company by its suppliers dealers and customers in supporting its business activitiesand growth. Your Directors express their gratitude to the other business associates fortheir constant support. Your Directors value the commitment and contribution of theemployees towards the Company. Last but not the least your Directors are thankful to theMembers for extending their trust and for the confidence shown in the Company.

For and On Behalf of the Board of Directors
Place : Ahmedabad Govindbhai Patel
Dated : 19th August 2016 Managing Director
DIN: 02927165

Annexure A to Directors' Report

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN as on financial year ended on 31st March 2016

[Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration)

Rules 2014.]

I. REGISTRATION AND OTHER DETAILS:

1 CIN U25202GJ2010PLC059931
2 Registration Date 19th March 2010
3 Name of the Company Ambition Mica Limited
4 Category/ Sub Category of the Company Company having Share Capital / Indian Non- Government Company
5 Address of the Registered Office and contact details Shop No. 10 Ground Floor Raghav Residency Opp. Naroda G. E. B. Dehegam
Road Naroda Ahmedabad-382330
Gujarat India
Tel: 079-29292629
E Mail: investor@ambitionmica.com
Website: www.ambitionmica.com
6 Whether listed company Yes
7 Name Address and contact details Karvy Computershare Pvt. Ltd.
of Registrar and Share Transfer Karvy Selenium Tower B
Agent if any Plot 31-32 Ghachibowli
Financial District Nanakramguda
Hyderabad-500 032
Tel: +91-40 6716 2222
Fax: +91-40 23431551
Email: ambition.ipo@karvv.com
Website: www.karisma.karvy.com
SEBI Registration No.: INR00000021

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total Turnover of theCompany shall be stated:

Sl. No. Name and Description of Main Product/Service "NIC Code of the Product/Service" "% to total Turnover of the Company (i.e. Gross Turnover)"
1 Decorative Laminates and Door Skins 2101 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANY:

Sl. No. Name and Address of the Company CIN / GLN Holding Subsidiary Associate % of Shares Held Applicable Section
1 Velsons Laminate Private Limited* 10 Raghav Residency Opp. Naroda G. E. B. Dehegam Road Naroda Ahmedabad-382330 U21097GJ2013PTC076876 Wholly Owned Subsidiary 100.00 S-2(87)
2 Velsons Resin Private Limited 10 Raghav Residency Opp. Naroda G. E. B. Dahegam Road Naroda Ahmedabad-382330 U24132GJ2013PTC077350 Associate 0.00 S-2 (6)

* The entire shareholding acquired on April 01 2016.

IV. SHARE HOLDING PATTERN (Equity Share capital Break up as percentage to total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. Shares held at the beginning of the year (As on 01.04.2015)

No. Shares held at the end of the year (As on 31.03.2016)

% Change During the year
Demat Physical Total %of total Shares Demat Physical Total %of total Shares
A. Promoters
(1)Indian
a) Individual/HUF 0 2900000 2900000 100 2900000 0 2900000 72.97 -27.03
b) Central Govt. 0 0 0 0 0 0 0 0 0
c) State Govt (s) 0 0 0 0 0 0 0 0 0
d) Bodies Corporates 0 0 0 0 0 0 0 0 0
e) Bank/FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Sub Total:(A) (1) 0 2900000 2900000 100 2900000 0 2900000 72.97 -27.03
(2) Foreign
a) NRI- Individuals 0 0 0 0 0 0 0 0 0
b) Other Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks/FI 0 0 0 0 0 0 0 0 0
e) Any other 0 0 0 0 0 0 0 0 0
Sub Total (A) (2) 0 0 0 0 0 0 0 0 0
Total 0 2900000 2900000 100 2900000 0 2900000 72.97 -27.03
Shareholding of Promoter (A)= (A)(1)+(A)(2)
B. Public Shareholding
(1) Institutions 0 0 0 0 0 0 0 0 0
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks/FI 0 0 0 0 0 0 0 0 0
C) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt (s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Fund 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 0 0 0 0 0
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
i) Others specify) 0 0 0 0 0 0 0 0 0
Sub Total(B)(1): 0 0 0 0 0 0 0 0 0
(2) Non Institutions

 

Category of Shareholders

No. Shares held at the beginning of the year (As on 01.04.2015)

No. Shares held at the end of the year (As on 31.03.2016)

Demat Physical Total %of total Shares Demat Physical Total %of total Shares % Change During the year
a) Bodies corporate
i) Indian 0 0 0 0 104565 0 104565 2.63 +2.63
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakh 0 0 0 0 687453 0 687453 17.30 +17.30
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 0 0 0 0 281982 0 281982 7.10 +7.10
c) Others (specify)

0

0

0

0

0

0

0

0

0

Sub T otal (B)(2): 0 0 0 0 0 0 0 0 0
"Total Public Shareholding (B)= (B)(1)+(B)(2)" 0 0 0 0 1074000 0 1074000 27.03 +27.03
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 0 2900000 2900000 100% 3974000 0 3974000 100% -

ii) Shareholding of Promoters and Promoter Group

Sl. No. Shareholder's Name

Shareholding at the beg year inning of the (As on 01.04.2015’

Shareholding at the end of the year(As on 31.03.2016)

% change in share holding during the year

No. of shares % of total shares of the company % of shares pledged encumbered to total shares No. of shares % of total shares of the company % of shares pledged encumbered to total shares
1 Govindbhai Patel

714500

24.64

NA

714500

17.98

NA

-6.66

2 Veljibhai Patel 624900 21.55 NA 624900 15.72 NA -5.83
3 Prahlad Patel 686600 23.68 NA 686600 17.28 NA -6.40
4 Rameshkumar Patel 662490 22.84 NA 662490 16.67 NA -6.17
5 Monghiben Patel 91500 3.16 NA 91500 2.30 NA -0.86
6 Pareshaben Patel 40000 1.38 NA 40000 1.01 NA -0.37
7 Rekhaben Patel 40000 1.38 NA 40000 1.01 NA -0.37
8 Kinjalben Patel 40000 1.38 NA 40000 1.01 NA -0.37

(iii) Change in Promoter's Shareholding (Specify if there is no change)

Sl. No.

Share holding at the beginning of the Year (As on 01-04-2015)

Cumulative Share holding during the year (01-04-2015 to 31-03-2016)

No. of Shares % of total shares of the company No of shares % of total shares of the company
1. Govindbhai Patel

714500

24.64

714500

17.98

2. Veljibhai Patel 624900 21.55 624900 15.72
3. Prahlad Patel 686600 23.68 686600 17.28
4. Rameshkumar Patel 662490 22.84 662490 16.67
5. Monghiben Patel 91500 3.16 91500 2.30
6. Pareshaben Patel 40000 1.38 40000 1.01
7. Rekhaben Patel 40000 1.38 40000 1.01
8. Kinjalben Patel 40000 1.38 40000 1.01

**There was no change in the number of shares held by promoters and promoters groupduring the year but percentage (%) of shareholding decreased due to the allotment of1074000 shares under Initial Public Offering during the year 2015-16.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters& Holders of GDRs & ADRs)

Sl. No For Each of the Top 10 Shareholders

Particulars Shareholding at the beginning (01-04-2015/End of the year (31-03-2016)

Date Increase / Decrease in Shareholding Reason

Cumulative Shareholding during the year (01-04-2015 to 31-03-2016)

No. of shares % of total Shares of the Company No of shares % of total shares of the company
1. RIKHAV SECURITIES 39000 0.98 17-Jul-2015
LIMITED 24-Jul-2015 -39000 Transfer 0 0.00
0 0.00 31-Mar-2016 - 0.00 0.00
2. BCBBROKERAGE 96000 2.42 17-Jul-2015
PRIVATE 24-Jul-2015 21000 Transfer 117000 2.94
LIMITED 31-Jul-2015 -63000 Transfer 54000 1.36
7-Aug-2015 -3000 Transfer 51000 1.28
14-Aug-2015 -3000 Transfer 48000 1.21
28-Aug-2015 -48000 Transfer 0 0.00
4-Sep-2015 12000 Transfer 57000 1.43
11-Sep-2015 -9000 Transfer 48000 1.21
18-Sep-2015 3000 Transfer 51000 1.28
16-Oct-2015 3000 Transfer 54000 1.36
23-Oct-2015 3000 Transfer 57000 1.43
30-Oct-2015 6000 Transfer 63000 1.59
13-Nov-2015 3000 Transfer 66000 1.66
27-Nov-2015 -3000 Transfer 63000 1.59
11-Dec-2015 3000 Transfer 66000 1.66
25-Dec-2015 -3000 Transfer 63000 1.59
8-Ian-2016 3000 Transfer 66000 1.66
15-Ian-2016 3000 Transfer 69000 1.74
22-Jan-2016 3000 Transfer 72000 1.81
29-Ian-2016 -3000 Transfer 69000 1.74
5-Feb-2016 -3000 Transfer 66000 1.66
12-Feb-2016 3000 Transfer 69000 1.74
19-Feb-2016 -3000 Transfer 66000 1.66
26-Feb-2016 -3000 Transfer 63000 1.59
18-Mar-2016 -6000 Transfer 57000 1.43
57000 1.43 31-Mar-2016 57000 1.43
3. PRAJAPATI 15000 0.38 17-Jul-2015
JAIMIN 28-Aug-2015 -15000 Transfer 0 0.00
RAMESHBHAI 0 0.00 31-Mar-2016 - 0.00 0.00
4. KISHOR 15000 0.38 17-Jul-2015
GANGDAS PATEL 24-Jul-2015 -12000 Transfer 3000 0.08
31-Jul-2015 21000 Transfer 24000 0.60
28-Aug-2015 -6000 Transfer 18000 0.45
23-Oct-2015 -3000 Transfer 15000 0.38
4-Dec-2015 3000 Transfer 18000 0.45
11-Dec-2015 3000 Transfer 21000 0.53
22-Jan-2016 -3000 Transfer

18000

0.45

18000

0.45

31-Mar-2016

18000

0.45

5. PATEL NIHAR R 1 5 000 0.38 17-Jul-2015
24-Iul-2015 -12000 Transfer 3000 0.08
14-Aug-2015 3000 Transfer 6000 0.15
28-Aug-2015 135 Transfer 6135 0.15
4-Sep-2015 5865 Transfer 12000 0.30
27-Nov-2015 -12000 Transfer 0 0.00
11-Dec-2015 12000 Transfer 12000 0.30
26-Feb-2016 -3000 Transfer 9000 0.23
9000 0.23 31-Mar-2016 9000 0.23
6. HITENDRAKUMA 15000 0.38 17-Jul-2015
R A BHATT 24-Jul-2015 -15000 Transfer 0 0.00
14-Aug-2015 6000 Transfer 6000 0.15
21-Aug-2015 6000 Transfer 12000 0.30
28-Aug-2015 64 Transfer 12064 0.30
11-Sep-2015 2936 Transfer 15000 0.38
27-Nov-2015 -12000 Transfer 3000 0.08
4-Dec-2015 3000 Transfer 6000 0.15
11-Dec-2015 3000 Transfer 9000 0.23
5-Feb-2016 3000 Transfer 12000 0.30
12-Feb-2016 -3000 Transfer 9000 0.23
26-Feb-2016 6000 Transfer 15000 0.38
25-Mar-2016 -3000 Transfer

12000

0.30

12000

0.30

31-Mar-2016

12000

0.30

7. CHAUDHARI

15000

0.38

17-Jul-2015

JIGNESHBHAI 24-Jul-2015 -12000 Transfer 3000 0.08
31-Jul-2015 9659 Transfer 12659 0.32
7-Aug-2015 11341 Transfer 24000 0.60
28-Aug-2015 -6000 Transfer 18000 0.45
4-Sep-2015 3000 Transfer 21000 0.53
11-Sep-2015 -15000 Transfer 6000 0.15
9-Oct-2015 3000 Transfer 9000 0.23
30-Oct-2015 3000 Transfer 12000 0.30
4-Dec-2015 3000 Transfer 15000 0.38
15000 0.38 31-Mar-2016 15000 0.38
8. PRAJAPATI 15000 0.38 17-Iul-2015
MUKESHKUMAR 24-Jul-2015 -12000 Transfer 3000 0.08
31-Jul-2015 11115 Transfer 14115 0.36
7-Aug-2015 885 Transfer 15000 0.38
4-Sep-2015 -15000 Transfer 0 0.00
9-Oct-2015 3000 Transfer 3000 0.08
11-Dec-2015 6000 Transfer 9000 0.23
9000 0.23 31-Mar-2016 9000 0.23
9. MANGLESH 15000 0.38 17-Jul-2015
BALDEVBHAI 24-Jul-2015 -15000 Transfer 0 0.00
PATEL 4-Sep-2015 9000 Transfer 9000 0.23
11-Sep-2015 3000 Transfer 12000 0.30
13-Nov-2015 -3000 Transfer 9000 0.23
26-Feb-2016 3000 Transfer 12000 0.30
12000 0.30 31-Mar-2016 12000 0.30
10. BHARAT C 15000 0.38 17-Jul-2015 - - - -
RAMRAKHIYANI 1 5 000 0.38 31-Mar-2016 15000 0.38

(v) Shareholding of Directors & Key Managerial Personnel DIRECTORS/KEY MANAGERIALPERSONNEL

Sl. No. For Each of the Top 10 Shareholders

Shareholding at the beginning (01-042015 / End of the year (31-03-2016)

Increase/ Decrease in Shareholding Reason

Cumulative Shareholding during the year (01-042015 to 31-03-2016)

No. of Shares % of total Shares of the company Date No of shares % of total Shares of the company
1 Govindkumar Veljibhai Patel 714500 24.64 01-Apr-2015 0 Nil movement during the year 714500 17.98
(Managing Director) 714500 17.98 31-Mar-2016
2 Rameshkumar Veljibhai Patel 662490 22.84 01-Apr-2015 0 Nil movement during the year 662490 16.67
(Whole Time 662490 16.67 31-Mar-2016
Director)
3 Monghiben 91500 3.16 01-Apr-2015

0

Nil

91500

1.01

Veljibhai Patel movement during the year
(Non Executive Director) 91500 1.01 31-Mar-2016
4 Pareshkumar Babubhai Patel (Independent Director) 0 0 0 0 Nil movement during the year 0 0.00
5 Abhishek 0 0 0 0 Nil 0 0.00
Harjibhai Patel movement
(Independent Director) during the year
6 Vinod Bhagwandas Patel (Independent Director) 0 0 0 0 Nil movement during the year 0 0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(Rs. In Lakhs)

Particulars Secured Loans Excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 726.90 227.09 - 954.00
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 726.90 227.09 - 954.00
Change in Indebtedness during the financial year
• Additions 270.38 - - 270.38
• Reduction - -196.25 - -196.25
Net Change 270.38 -196.25 74.13
Indebtedness at the end of the financial year
i) Principal Amount 997.28 30.84 - 1028.13
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 997.28 30.84 - 1028.13

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole time director and/or Manager:

(Rs. In Lakhs)

Sl. No. Particulars of Remuneration

Name of the MD/WTD/Manager

Total Amount
Govindbhai Veljibhai Patel (Managing Director) Rameshkumar Veljibhai Patel (Whole Time Director)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 24 24 48
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 0 0 0
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 0 0 0
2 Stock option 0 0 0
3 Sweat Equity 0 0 0
4 Commission 0 0 0
- as % of profit 0 0 0
- others (specify) (Incentive) 0 0 0
5 Others please specify 0 0 0
Total (A) 24 24 48
Ceiling as per the Act 60 60

-

B. [Remuneration to other directors

Sl. No. Particulars of Remuneration

Name of the Directors

Total
Paresh Patel Abhishek Patel Vinod Patel Amount
1 Independent Directors
(a) Fee for attending board / committee meetings 8000 8000 8000 24000
(b) Commission 0 0 0 0
(c ) Others please specify 0 0 0 0
Total (1) 8000 8000 8000 24000
2 Other Non Executive Directors Monghiben Patel Total Amount
(a) Fee for attending Board /committee meetings 0 0 0 0
(b) Commission 0 0 0 0
(c ) Others please specify. (Advisory Fees) 0 0 0 0
Total (2) 0 0 0 0
Total (B)=(1+2) 8000 8000 8000 24000

C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD

Sl. No. Particulars of Remuneration

Key Managerial Personnel

Total
1 Gross Salary CFO Bhavesh Patel Company Secretary Gaurav Jani$ Company Secretary Nisha Jha*
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. 9.60 1.20 0.60 11.40
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 0 0 0 0
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 0 0 0 0
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission 0 0 0 0
as % of profit 0 0 0 0
others specify 0 0 0 0
5 Others please specify 0 0 0 0
Total 9.60 1.20 0.60 11.40

$- appointed with effect from August 28 2015. * Resigned with effect from August28 2015

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES Not Applicable

Annexure-B to Directors' Report

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st March 2015.

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of theCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

AMBITION MICA LIMITED

Shop No.10 Ground Floor

Raghav Residency Opp. Naroda G.E.B.

Dehgam Road Naroda Ahmedabad-382330

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by "Ambition MicaLimited" (hereinafter called "the company"). Secretarial Audit wasconducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords made available to me and maintained by for the financial year ended on 31st March2015 according to the provisions of:

1. The Companies Act 2013 (the Act) and the rules made there under;

2. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made

there under;

3. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

4. Foreign Exchange Management Act 1999 and the rules and regulations made

there under to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

6. No specific laws are applicable to the industry in which the Company operates. Thesame has also been confirmed by the Management.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE(SME Platform):

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non- Executive Directors and Independent Directors. The changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at the meeting of the Board of Directors / Committees of the Board weretaken unanimously as recorded in the minutes of the meetings and no dissenting views havebeen recorded.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Date: August 16 2016 For V. B. Patel & Co.
Place: Ahmedabad Company Secretaries
Vijay B. Patel
(Proprietor)
FCS No. : 7871 C P No. : 8853

To

The Members

AMBITION MICA LIMITED

Shop No.10 Ground Floor

Raghav Residency Opp. Naroda G.E.B.

Dehgam Road Naroda Ahmedabad-382330

My report of even date is to be read along with this letter:

1. Management's Responsibility

Management is responsible for the maintenance of the Secretarial records and for thepreparation and filing of forms returns documents for compliances and to ensure thatthey are free from material non compliance whether due to fraud or error.

2. Secretarial Auditor's Responsibility

Secretarial Audit is a process of verification of records and documents on sample ortest basis. My responsibility is to express an opinion on the secretarial compliances ofcertain laws by the Company on the basis of my audit. The audit practices and processeshave been followed as deemed appropriate to provide reasonable assurance about thecorrectness of the records and the confirmation of compliance. My audit process hasinvolved verification of records and dependence on Management representation and myopinion is based thereupon.

3. Conduct of Company's Affairs

The Secretarial Audit Report is neither an assurance as to the future viability of theCompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.

Date: August 16 2016 For V. B. Patel & Co.
Place: Ahmedabad Company Secretaries
Vijay B. Patel
(Proprietor)
FCS No. : 7871 C P No. : 8853

Annexure-C to Directors' Report

Particulars Pursuant To Section 197(12) Of The Companies Act 2013 read with Rule 5 ofthe Companies (Appointment & Remuneration Of Managerial Personnel) Rules 2014

A. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial Year:

Executive Director Ratio to Median Remuneration
Govindbhai Patel 10.64
Rameshkumar Patel 10.64

A. The percentage increase in remuneration pf each director chief financial officerand the company secretary in the financial year

Name % increase in remuneration in the financial year
Govindbhai Patel Managing Director 33.33%
Rameshkumar Patel Whole Time Director 33.33%
Bhaveshkumar Patel 310.26%
Gaurav P Jani (Appointed w.e.f. 28.08.2015) -

B. The percentage increase in the median remuneration of employees in the financialyear: 13.68%

C. As on 31st March 2016 the number of permanenet employees on rolls of thecompany was 35 out of which 4 are KMPs.

D. Variations in the market capitalaization of the company price earnings ratios as atthe closing date of the cureent financial year and previous financial year and Percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer:

Closing date of Financial Year Issued Capital (Shares) Closing Market Price per share EPS PE Ratio Market

Capitalization (Rs.)

31.03.2015 2900000 - 5.99 -
31.03.2016 39740000 50.65 4.62 10.96 201283100

The company got its equity shares listed on the BSE SME Segment on 14thJuly 2015.

E. average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

The average percentage increase already made in the salary of the employees other thanmanagerial personnel in the last financial year i.e. 2015-16 is 13.68% whereasRemuneration of key managerial personnel is increased by 310.26%.

F. The key parameters for any variable component of remuneration availed by thedirectors;

There is no variable comopnent in remuneration of directors.

G. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.

Not Applicable

H. affirmation that the remuneration is as per the remuneration policy of the company.

The company affirms that the remuneration is as per the remuneration policy of theCompany.

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