Ambitious Plastomac Company Ltd.
|BSE: 526439||Sector: Others|
|NSE: N.A.||ISIN Code: INE267C01013|
|BSE 00:00 | 02 Mar||Ambitious Plastomac Company Ltd|
|NSE 05:30 | 01 Jan||Ambitious Plastomac Company Ltd|
Ambitious Plastomac Company Ltd. (AMBITIOUSPLASTO) - Director Report
Company director report
Your Directors present here with the 26th Annual Report together with theaudited Statement of Accounts for the year ended 31st March 2017.
The operating results of the Company for the year ended 31st March 2017 arebriefly indicated below:
REVIEW OF PERFORMANCE
Company has earned Revenue of Rs. 121.18 Lakhs from operations during the Year ended on31.03.2017. Company has earned profit after tax of Rs. 4.15 Lakhs during the year.
CHANGES TO SHARE CAPITAL
At present the Authorized Share Capital of the Company stands at Rs. 60000000 and thepaid up capital stand at Rs. 58100000. There has been no change in the share capitalduring the period ended 31st March 2017.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year ended 31st March 2017 company has not given any Loans Guaranteesand/or made any Investments covered under the provisions of Section 186 of the CompaniesAct 2013.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year ended 31st March 2017 company has not entered into any Contractsand/or arrangements with related parties covered under section 188 of the Companies Act2013.
Your directors do not recommend any dividend for the period 2016-2017.
Your Company has not accepted any fixed deposits from the public and the provisions ofSection 73 of the Companies Act 2013 are not applicable.
NUMBER OF MEETINGS OF THE BOARD
The Board met Five times during the financial year on 30/05/2016 10/08/201612/11/2016 10/02/2017 and 31/03/2017. The intervening gap between any two meetings waswithin the period prescribed by the Companies Act 2013.
DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013
There were no any material changes and commitments occurred between the end of theperiod of the Company and date of this report which can affect the financial position ofthe Company.
At the last Annual General Meeting held on 30th September 2016 themembers:
(1) Re-appointed Mrs. Rajvi Pinkal Patel Promoter Director who was retiring byrotation.
(2) Appointed Mr. Pinkal Rajeshbhai Patel as Managing Director of the company.
The details of directors seeking appointment/re-appointment at the ensuing AnnualGeneral Meeting will be provided in the Notice calling the said Annual General Meeting.
The Company has received declarations from all the independent directors confirmingthat they meet with the criteria of independence as prescribed both under sub-section (6)of section 149 of Companies Act 2013.
CHANGE IN KEY MANAGERIAL PERSONNEL
Mr. Pinkal Rajeshbhai Patel was appointed as Managing Director of the company for aperiod of five year w.e.f. 1st October 2016.
Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out the annual performance evaluation of its own performance of the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed. A structured questionnaire each forevaluation of the
Board its various Committees and individual Directors was prepared and recommended tothe Board by the Nomination & Remuneration Committee for doing the requiredevaluation after taking into consideration the input received from the Directorscovering various aspects of the Board's functioning such as adequacy of the compositionof the Board and its Committees execution and performance of specific duties obligationsand governance etc.
A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the
Company and its minority Shareholders etc. The performance evaluation of theindependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and non independent Directors was also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the period ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2017 and of the profit of the Company for the period endedon that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company. Board Members and Senior Management Personnel have affirmed Compliancewith the Code for the period 2016-17. A separate declaration to this effect forms part ofthis Annual Report.
The Company has adopted code of practices and procedures for fair disclosures ofunpublished price sensitive in information and code of conduct as required underRegulation (S)(l) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading)Regulations 2015.
DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATES
Company has not any subsidiary company / Joint Ventures / Associates.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act2013 read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 are given in the "Annexure-A"attached hereto and forms part of this Report.
At the Annual General Meeting held on September 30 2014 M/s K. P. Sompura &Company Chartered Accountants (Firm Reg. No. 131641W) were appointed as statutoryauditors of the Company to hold office ill the conclusion of the Annual General Meeting tobe held in the calendar year 2019. In terms of the first proviso to Section 139 of theCompanies Act 2013 the appointment of the auditors shall be placed for ratification atevery Annual General Meeting. Accordingly the appointment of M/s K. P. Sompura &Company Chartered Accountants (Firm Reg. No. 131641W) as statutory auditors of theCompany is placed for ratification by the shareholders. In this regard the Company hasreceived a certificate from the auditors to the effect that if they are reappointed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s A Santoki & Associates Ahmedabad Practicing Company Secretaries toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed herewith as "Annexure B"
The Company's Securities are listed with the Stock Exchanges at Ahmedabad and Mumbai.Equity shares of the company are suspended from trading of the securities on the BSELimited w.e.f. 15th December 2015.
As per Regulation 15(2) of Securities and Exchange Board of India (Listing ObligationsAnd Disclosure Requirements) Regulations 2015 the compliance with the corporategovernance provisions as specified in regulations 17 18 19 20 2122 23 24 25 2627 and clauses (b) to
(i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V is notapplicable to our company as the paid up equity share capital of our company is less thanrupees ten crore and also net worth of our company is less than rupees twenty five croreas on the last day of the previous financial year.
MANAGEMENT DISCUSSION & ANALYSIS
A separate section Management Discussion and Analysis of the financial position of thecompany forms part of the Annual Report. PARTICULARS OF THE EMPLOYEES
In terms of provisions of Section 197 read with Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 none of the employeesare receiving remuneration as mentioned in the said section.
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is annexed as per "Annexure C".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 are annexedherewith as "Annexure D".
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee comprises of three members who are IndependentDirectors. Chairman of the Committee is Independent Director. The Board has on therecommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors Senior Management and their remuneration. TheCompany's Remuneration Policy is attached as "Annexure- E"and forms apart of this Report.
RISK MANAGEMENT POLICY
The Company has developed and implemented Risk Management Policy. In the opinion of theBoard there is no any risk which may threaten the existence of the company.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has formulated and implemented a policy for Prevention of Sexual Harassmentof Women at workplace. During the year under review the Company has not received anycomplaints under the policy.
CORPORATE SOCIAL RESPONSIBILITY
Company was not required to formulate policy on Corporate Social Responsibility as yourcompany is not falling with the provisions of
Section 135 of Companies Act 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and pursuant to the provision of SEBI(LODR) Regulations 2015 the Board of Directors had approved the Policy on VigilMechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairmanof the Audit Committee. Your Company hereby affirms that no Director/ employee has beendenied access to the Chairman of the Audit Committee and that no complaints were receivedduring the year.
EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
There are no qualifications or adverse remarks in the Auditor's Report. Explanation onqualification adverse remark made in Secretarial
Audit Report is as under.
Your company & Directors wish to place on record their appreciation of theassistance and co-operation extended by Investors Bankers Customers Business Associatesand Government. We are deeply grateful to shareholders for their continued faithconfidence and support to the company. The Directors wishes to place on record itsappreciation of sincere and dedicated work of employees of the company which hascontributed to the growth of the Company.
Conservation of energy technology absorption and Foreign exchange earnings andoutgo[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]
(A) CONSERVATION OF ENERGY:
(i) the steps taken or impact on conservation of energy : It mainly includes selectionand installation of energy efficient equipments and energy saving devices.
(ii) the steps taken by the company for utilising alternate sources of energy : None
(iii) the capital investment on energy conservation equipments : Nil
(B) TECHNOLOGY ABSORPTION:
(i) the efforts made towards technology absorption : None
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution : N.A.
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-
(a) the details of technology imported : None
(b) the year of import : N.A.
(c) whether the technology been fully absorbed : N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.
(iv) the expenditure incurred on Research and Development : Nil
(C) FOREIGN EXCHANGE EARNINGS & OUTGO:
Foreign Exchange Earnings : Rs. Nil Foreign Exchange Outgoes : Rs. Nil