Your Directors are pleased to present their 9th Annual Report and Audited Accounts forthe year ended 31st March 2019.
1. FINANCIAL RESULTS:
| || ||(Rs. In Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Sales & Other Income ||8391.95 ||9096.93 |
|Operating & Administrative Expenditure ||7778.88 ||8551.29 |
|Profit Before Depreciation Interest and Tax ||613.07 ||545.64 |
|Depreciation and amortization expense ||84.4 ||63.55 |
|Finance costs ||381.39 ||205.32 |
|Profit before tax (PBT) ||147.28 ||276.77 |
|Tax expense ||30.66 ||61.91 |
|Profit after tax for the year (PAT) ||116.62 ||214.86 |
|Other Comprehensive Income ||0.59 ||0.53 |
|Other Non-Operating (Income) Expenses/ Exceptional Items ||-13.85 ||0.32 |
|Balance brought forward from previous year ||475.47 ||259.76 |
|Amount available for appropriation ||578.83 ||475.47 |
|Balance carried to balance sheet ||578.83 ||475.47 |
2. Review of Operations
During the year under review revenue of the company was Rs. 8391.95 Lakhs compared toRs. 9096.93 Lakhs in the corresponding previous year. The Company earned a profit aftertax of Rs. 116.62 Lakhs as compared to Rs. 214.86Lakhs in the previous ye ar. The profitof the company decreased due to increased competition in the market and extensive rise inthe raw material prices. During the period under review the company's reserves and surplusstood at Rs. 578.83.
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 31.03.2019 stood at Rs. 1492.20 Lakhs dividedinto 14922000 equity shares of Rs.10 /- each.
5. Management Discussion and Analysis Report
The Management Discussion and Analysis report has been furnished separately in theAnnual Report as Annexure-E.
During the year under review the company raised funds from bankers for its workingcapital. Thrust is put upon utilization and management of working capital Term Loanreceivables inventories and other finance sources.
The company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and rules made there under.
8. 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.
9. 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 and complexity of ouroperations and facilitate timely detection of any irregularities and early remedial stepsagainst factors such as loss from unauthorized use and disposition. Company policiesguidelines and procedures provide for adequate checks and balances which are meant toensure that all transactions are authorized recorded and reported correctly. The internalcontrols are continuously assessed and improved / modified to meet changes in businessconditions statutory and accounting requirements. Constant monitoring of theeffectiveness of controls is ensured by periodical audits performed by an in-houseinternal audit team.
Periodical meetings between the Audit Committee and the Company Management also ensurethe necessary checks and balances that may need to be built into the control system.
10. Conservation of Energy Technology absorption Foreign Exchange Earnings and Outgo.
A. Conservation of Energy
The Company is making continuous effort for energy conservation. The company iscontinuously making aware its employees on effective utilization of power and energy inmanufacturing process and at other places in factory. Also the employees are educate andencouraged to establish energy efficient practices whenever necessary on savings andproper consumption of power. Further the company has put in place the surveillance systemto continuously monitor the manufacturing process and avoid wastage of energy. Thequantitative details of energy consumption forms part of the Notes and significantaccounting policies.
B. Technology absorption
In the wake of continuously changing the customer tastes and preferences it is theprime concern and focus of the company to update and equip all the manufacturing processwith the latest technology. Such stand on the part of the company has helped it inimproved quality of product efficient manufacturing process launch of new designs andmodification in the existing designs. Company takes help of outside agencies wheneverrequired to improve manufacturing process or method which ultimately benefit to thequality and cost of product.
C. Foreign Exchange Earnings and Outgo
The particulars regarding foreign exchange earnings and outgo are as follows:
|Particulars ||2018-2019 ||2017-2018 |
|Expenditure in Foreign Currency: || || |
|CIF Value of Import of Raw Material ||Rs. 85.92 Lakhs ||Rs. 162.18 Lakhs |
|CIF Value of Import of Capital Goods ||- ||- |
|Travelling expenses ||- ||- |
|Earning in Foreign Currency: || || |
|FOB Value of Export of Finished Goods ||Rs. 23.57 Lakhs ||Rs. 6.98 Lakhs |
11. Industrial Relations
The company has generally enjoyed cordial relations with its employees and workersduring the year at all levels of the company at its factory and at office. The Company isensuring all the time a safe and healthy working environment to its employees. During theyear the No. of employees on roll of the company increased consequent upon starting ofUnit-2.
12. 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.
13. Declarations by Independent Directors
All the independent directors have given declarations confirming the criteria ofindependence laid down under section 149(7) of the Companies Act 2013 and Regulation 25of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.
14. 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.
15. 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.
16. Meeting of the Board
Four 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.
17. 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 for the financial year ended 31st March2019 the applicable accounting standards have been followed and no material departureshave 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.
18. 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.
19. Code of Conduct
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 compliance with the Codeof Conduct of the Company in the year under review.
20. 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 as per the provisions of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 the Company hasadopted a policy on vigil mechanism/ whistle blower.
21. 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.
Pursuant to the provisions of section 139 of the Companies Act 2013 and in terms ofthe resolution passed by the members of Company at their Annual General Meeting held on25th August 2014 the tenure of M/s Hitesh Gohel & Co. as the Statutory Auditors ofthe Company for a period of Five Years will expire on the conclusion of the ensuing AnnualGeneral Meeting.
The Board of Directors have approached M/s. Ashok Thakkar & Co. CharteredAccountants for their appointment as Statutory Auditors of your Company at the ensuingAnnual General Meeting for a period of five years subject to ratification by members atevery consequent Annual General Meeting. Your Company has received a confirmation from thesaid Auditors to the effect that their appointment if made at the ensuing Annual GeneralMeeting would be in accordance with the provisions of Section 141 of the Companies Act2013.
The Auditors' Report does not contain any qualification reservation or adverse remark.
The audit committee has considered and recommended the appointment of M/s. AshokThakkar & Co. Chartered Accountants Ahmedabad as statutory Auditors of the companyto the Board of Director at its meeting held on 29th May 2019. The directorshave accepted the same and recommend to the shareholders for appointment of M/s. AshokThakkar & Co. Chartered Accountants Ahmedabad as the statutory auditors of thecompany to hold office for a period of Five years from the conclusion of this AnnualGeneral Meeting subject to ratification of appointment at each Annual General Meeting ofthe Company.
23. 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 on May29 2019 to conduct the secretarial audit for the financial year 2019-20. The report ofthe Secretarial Auditor for the financial year ended 31.03.2019 is enclosed as"Annexure-D".
24. Statement pursuant to Listing agreement
The Company's equity shares are listed at Bombay Stock Exchange Limited. The Annuallisting Fee for the year 2019-20 has been paid.
25. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-A.
26. 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.
27. 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 ismarked 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.
28. Corporate Governance
Corporate Governance Report prepared pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Directors' Report.
A separate report on Corporate Governance (Annexure C) is provided together with aCertificate from the Statutory Auditors of the Company regarding compliance withconditions of Corporate Governance as Annexure D.
The Directors places on record the collective contribution and support received fromCompany's employees. The Directors would also like to thank the shareholders customersdealers suppliers bankers Government and all the other business associates for thecontinuous support given by them to the Company and their confidence in its management.
| ||For and On Behalf of the Board of Directors |
|Place : Ahmedabad ||Govindbhai Patel |
|Date : 29th May 2019 ||Managing Director |
| ||DIN:02927165 |
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 ||15.15 |
|Rameshkumar Patel ||15.15 |
A. The percentage increase in remuneration of each director chief financial officerand the company secretary in the financial year
|Name ||% increase in remuneration in the financial year |
|Govindbhai Patel Managing Director ||250%# |
|Rameshkumar Patel Whole Time Director ||250%# |
|Bhaveshkumar Patel ||NIL |
|Gaurav P Jani ||NIL |
# The % increase in remuneration refers to the amount drawn within the limitsapproved by shareholders. However there is no change in the limits approved byshareholders.
B. The percentage increase in the median remuneration of employees in the financialyear: NIL
C. As on 31st March 2019 the number of permanenet employees on rolls of thecompany was 54 out of which 2 are KMPs.
D. Variations in the market capitalization of the company price earnings ratios as atthe closing date of the current 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's.) |
|28.03.2018 ||14922000 ||38.90 ||1.66 ||23.43 ||580465800 |
|*29.03.2019 ||14922000 ||18.90 ||0.78 ||24.23 ||282025800 |
*The equity shares of the company were lastly traded on 29.03.2019 on stock exchangeduring the financial year ended on 31.03.2019.
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.
There was no increase in the salary of the employees including the managerial personnelin the last financial year i.e. 2018-19.
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.