Ambition Mica Ltd.
|BSE: 539223||Sector: Others|
|NSE: N.A.||ISIN Code: INE563S01011|
|BSE LIVE 09:17 | 23 Jan||77.50||
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||61.61|
|Mkt Cap.(Rs cr)||61.61|
Ambition Mica Ltd. (AMBITIONMICA) - Director Report
Company director report
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)
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.
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.
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.
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:
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.
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.
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.
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)
I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10% or more of the total Turnover of theCompany shall be stated:
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANY:
* 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
ii) Shareholding of Promoters and Promoter Group
(iii) Change in Promoter's Shareholding (Specify if there is no change)
**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)
(v) Shareholding of Directors & Key Managerial Personnel DIRECTORS/KEY MANAGERIALPERSONNEL
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
(Rs. In Lakhs)
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole time director and/or Manager:
(Rs. In Lakhs)
B. [Remuneration to other directors
C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD
$- 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]
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
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.
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.
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:
A. The percentage increase in remuneration pf each director chief financial officerand the company secretary in the financial year
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:
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.
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.