Your Directors are pleased to present their 8th Annual Report andAudited Accounts for the year ended 31st March 2018.
|1. FINANCIAL RESULTS: || || |
(Rs. In Lakhs)
|Particulars || |
|Sales & Other Income || |
|Operating & Administrative Expenditure || |
|Profit Before Depreciation Interest and Tax || |
|Depreciation and amortization expense || |
|Finance costs || |
|Profit before tax (PBT) || |
|Tax expense || |
|Profit after tax for the year (PAT) || |
|Balance brought forward from previous year || |
|Amount available for appropriation || |
|Amount Utilized in Issue of Bonus Shares & Other Adjustments || |
|Balance carried to balance sheet || |
2. Review of Operations
During the year under review revenue of the company was Rs. 8944.70Lakhs compared to Rs. 5154.25 Lakhs in the corresponding previous year. The Company earneda profit after tax of Rs. 189.26 Lakhs as compared to Rs. 196.45 Lakhs in the previousyear. The profit of the company decreased marginally due to increased competition in themarket. During the period under review the company's reserves and surplus stood atRs.449.40.
The Directors have not recommended any dividend on equity shares forthe year under review.
4. Share Capital
The Share capital of the company as on 31.03.2018 stood at Rs. 1492.20Lakhs divided into 14922000 equity shares of Rs.10 /- each.
5. Further Public Issue of Equity Shares
The company came out with the Further Public Issue of 3000000 EquityShares of the Company in the Month of November 2017 and well received the response. TheIssued oversubscribed.
6. Management Discussion and Analysis Report
The Management Discussion and Analysis report has been furnishedseparately in the Annual Report as Annexure-E.
During the year company raised funds by way of Further Public Issue tocater the working capital requirements of the company. Further the company also raisedfunds from bankers for its working capital. As a prudent measure the company iscontinuously focusing on judicious utilization and management of its working capital TermLoan receivables inventories and other finance sources.
The company has not accepted any deposits falling within the meaning ofSection 73 of the 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 theprovisions of Section 186 of the companies Act 2013.
10. Internal Control Systems and their Adequacy
Your Company maintains appropriate systems of internal controlincluding monitoring procedures. These internal control systems ensure reliable andaccurate financial reporting safeguarding of assets keeping constant check on coststructure and adhering to 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.
Periodical meetings between the Audit Committee and the CompanyManagement also ensure the necessary checks and balances that may need to be built intothe control system.
11. Conservation of Energy Technology absorption Foreign ExchangeEarnings and Outgo.
A. Conservation of Energy
The Company is making continuous effort for energy conservation. Thecompany is continuously making aware its employees on effective utilization of power andenergy in manufacturing process and at other places in factory. Also the employees areeducate and encouraged to establish energy efficient practices whenever necessary onsavings and proper consumption of power. Further the company has put in place thesurveillance system to continuously monitor the manufacturing process and avoid wastage ofenergy. The quantitative details of energy consumption forms part of the Notes andsignificant accounting policies.
B. Technology absorption
In the wake of continuously changing the customer tastes andpreferences it is the prime concern and focus of the company to update and equip all themanufacturing process with the latest technology. Such stand on the part of the companyhas helped it in improved quality of product efficient manufacturing
process launch of new designs and modification in the existingdesigns. Company takes help of outside agencies whenever required to improvemanufacturing process or method which ultimately benefit to the quality and cost ofproduct.
C. Foreign Exchange Earnings and Outgo
The particulars regarding foreign exchange earnings and outgo are asfollows:
|Particulars || |
|Expenditure in Foreign Currency: || || |
|CIF Value of Import of Raw Material || |
Rs. 162.18 Lakhs
|CIF Value of Import of Capital Goods || |
|Travelling expenses || |
Rs. 3.96 Lakhs
|Earning in Foreign Currency: || || |
|FOB Value of Export of Finished Goods || |
Rs. 6.98 Lakhs
Rs. 191.57 Lakhs
12. Industrial Relations
The company has generally enjoyed cordial relations with its employeesand workers during the year at all levels of the company at its factory and at office. TheCompany is ensuring all the time a safe and healthy working environment to its employees.
13. Directors and Key Managerial Personnel
In accordance with the provisions of section 152 of the Companies Act2013 and the Articles of Association of the Company Mr. Rameshkumar Patel retires byrotation at the ensuing Annual General Meeting and offers himself for reappointment.
Mr. Paresh Patel Mr. Abhishek Patel and Mr. Vinod Patel wereappointed as the Independent Directors with effect from March 27 2015 for a period of 5years in the Extra Ordinary General Meeting and not liable to retire by rotation.
Mrs. Monghiben Patel was appointed as the Non-executive Director witheffect from March 27 2015 in the Extra Ordinary General Meeting liable to retire byrotation.
14. Declarations by Independent Directors
All the independent directors have given declarations confirming thecriteria of independence laid down under section 149(6) of the Companies Act 2013 andclause 52 of the Listing Agreement.
15. Board Evaluation
In compliance with the provisions of the Companies Act 2013and ListingAgreement the Board of Directors carried out the Evaluation of its performanceindividually of each director and the committees formed.
The performance evaluations of independent directors also carried outand the same was noted. It was also assured by the independent directors to keep higheststandard of transparency in performing their duty and also to be more responsible incarrying out their duties for the benefits of the shareholders.
16. Nomination and Remuneration Policy
On the recommendation of the Nomination and remuneration committee theBoard of has framed a policy for appointment of directors and senior management and theirremuneration. The said policy is forming part of the Corporate Governance Report.
17. Meeting of the Board
Ten meetings of the Board of Directors were held during the year thedetails of which are provided in the report on corporate governance. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.
18. Directors' Responsibility Statement As required under Section134(3) (c) of the Companies 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 andaccording to the information and explanations provided to them confirm that:
(a) in the preparation of the annual accounts the applicableaccounting standards have been followed and no material departures have been made from thesame;
(b) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) the Directors had prepared the annual accounts on a going concernbasis;
(e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
(f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
19. Related Party Transactions
All transactions entered into by the Company with related parties werein the ordinary course of business and on an arm's length basis. Each of thesetransactions was reviewed by the Audit Committee prior to being entered into and wherenecessary was approved by the Board of Directors and members. In respect of transactionsof a repetitive nature an omnibus approval was obtained from the Audit Committee andMembers where necessary. At every meeting the Audit Committee reviews the transactionsthat were entered into during the immediately preceding period. Details of related partytransactions have been disclosed under Notes to the financial statements.
20. Code ofConduct
The Board had laid down a code of conduct for all Board members andsenior management of the Company. The Code of Conduct anchors ethical and legal behaviorwithin 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.
21. Vigil Mechanism/ Whistle Blower Policy
As required under Section 177(9) of the Companies Act 2013 read withRule 7 of the Companies (Meetings of Boards and its Powers) 2014 and as per the provisionsof SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 the Companyhas adopted a policy on vigil mechanism/ whistle blower.
22. Prevention of Insider Trading
The company has framed the code of conduct for prevention of insidertrading by the Directors and designated employees of the company. The code requirespre-clearance for dealing in the shares of the company and prohibition on purchase or saleof shares by the directors and designated employees while in possession of unpublishedprice sensitive information during the period when window is closed.
The Board of Directors and the designated employees have confirmedcompliance with the Code.
The Statutory Auditors of the Company M/s. Hitesh Gohel and Co.Chartered Accountants Ahmedabad (Firm Regn. No.129089W) were appointed as the statutoryauditors of the company for a period of five years up to the conclusion of the 9th AnnualGeneral Meeting of the company subject to ratification by members at every Annual GeneralMeeting of the company. They have confirmed their eligibility under section 141 of thecompanies Act 2013 and the rules framed there under for reappointment.
The audit committee has considered and recommended the re-appointmentof M/s. Hitesh Gohel and Co. Chartered Accountants Ahmedabad as statutory Auditors ofthe company to the Board of Director at its meeting held on 29th May 2018. 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.
24. Secretarial Audit
In terms of Section 204 of the Companies Act 2013 and Rules made thereunder M/s. V.B. Patel & Co. Practicing Company Secretary Ahmedabad have been appointedas a Secretarial Auditors of the Company in the meeting of the Board of Directors held onMay 29 2018 to conduct the secretarial audit for the financial year 2018-19. The reportof the Secretarial Auditor for the financial year ended 31.03.2018 is enclosed as"Annexure-D".
25. 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 2018-19 has been paid.
26. Extract of Annual Return
The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as Annexure-A.
27. Risk Management
The company has well-defined risk management framework in place. Thecompany has established procedures to periodically place before the Audit Committee andthe Board the risk assessment and prevention cum minimization procedures being followedby the company.
28. Particulars of Employees
Disclosures pertaining to the remuneration and other details asrequired under section 197(12) of the companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the Annual Report and is marked as "Annexure-B" to this report.
Further during the year no employees of the company were in receipt ofremuneration in terms of the provisions of Section 197(12) of the companies Act 2013read with Rules 5(2) and 5(3) of the Companies Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
29. Corporate Governance
Corporate Governance Report prepared pursuant to SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this Directors'Report. 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 providedtogether with a Certificate from the Statutory Auditors of the Company regardingcompliance with conditions of Corporate Governance as Annexure D.
The Directors places on record the collective contribution and supportreceived from Company's employees. The Directors would also like to thank theshareholders customers dealers suppliers bankers Government and all the otherbusiness associates for the continuous support given by them to the Company and theirconfidence in its management.
For and On Behalf of the Board of Directors
Govindbhai Patel Managing Director DIN: 02927165
Place : Ahmedabad Date : 29th May 2018