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Directors Report of Ambition Mica Ltd.

Mar 31, 2015

Dear Members

The Directors are pleased to present their 5th Annual Report and Audited Accounts for the year ended 31st March, 2015.


(Rs. In Lakhs)

Particulars 2014-2015 2013-2014

Sales & Other Income 3817.64 3557.05

Expenditure 3556.87 3419.50

Profit/(Loss) Before Tax 260.77 137.55

Tax 87.04 51.05

Profit/(Loss) After Tax 173.73 86.51

2. Review of Operations

During the year under review, revenue of the company was Rs. 3817.64 Lakhs compared to Rs.3557.05 Lakhs in the corresponding previous year. The Company earned a profit after tax of Rs. 173.73 Lakhs as compared to Rs.86.51 Lakhs in the previous year. During the period under review the company's reserves and surplus increased from Rs.162.55 to Rs.398.30 Lakhs.

3. Dividend

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

4. Share Capital

The Share capital of the company as on 31.03.2015 stood at Rs.290 Lakhs divided into 29 Lakhs equity shares of Rs.10 /- each.

5. Listing Of Securities

The company has completed its maiden IPO in the month of June, 2015 and listed its equity share on the SME Segment of the Bombay Stock Exchange Limited on July 14, 2015.

6. Management Discussion and Analysis Report

The Management Discussion and Analysis report has been furnished separately in the Annual Report.

7. Finance

The company continues to focus on judicious utilization management of its working capital, Term Loan, receivables, inventories and other finance sources. Continuous monitoring of finance sources is carried on.

8. Deposits

The company has not accepted any deposits falling within the meaning of Section 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 the provisions of Section 186 of the companies Act, 2013.

10. Internal Control Systems and their Adequacy

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

The Audit Committee regularly meets and reviews the results of the various internal control audits both with the Auditors as well as with the respective Auditees. The Audit Committee 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 the necessary 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 is making continuous effort for energy conservation. Effective measures have been taken to monitor consumption of energy during the process of manufacture. Continuous monitoring and awareness amongst employees has helped to avoid wastage of energy. Continuously we take necessary activities to educate and encourage employees to establish energy efficient practices.

B. Technology absorption

The company always remains aggressive for improvement of quality of product, efficient manufacturing process, search of new products or modification in the existing products, introducing new designs by continuously studying the market. Company takes help of outside agencies, whenever required, to improve manufacturing process or method which ultimately benefit 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 2014-2015 2013-2014

Expenditure in Foreign Currency:

CIF Value of Import of Raw Material RS. 7.66 Lakhs Nil

Earning in Foreign Currency: Nil Nil

12. Industrial Relations

The company overall enjoyed harmonious and cordial relations with the employees during the 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 the Articles of Association of the Company, Mr. Govindbhai Patel, retires by rotation at the ensuing Annual General Meeting and offers himself for reappointment.

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

Mrs. Monghiben Patel was appointed as the Non-executive Director with effect from March 27, 2015, liable to retire by rotation in the Extra Ordinary General Meeting.

14. Declarations by Independent Directors

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

15. Board Evaluation

In compliance with the provisions of the Companies Act, 2013and Listing Agreement, the Board of Directors carried out the Evaluation of its performance, individually of each director and the committees formed.

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

16. Nomination and Remuneration Policy

On the recommendation of the Nomination and remuneration committee, the Board of has framed 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

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

18. Directors' Responsibility Statement As required under Section 134(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 and according to the information and explanations provided to them, confirm that:

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

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

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of 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 ordinary course of business and on an arm's length basis. Each of these transactions was reviewed by the Audit Committee prior to being entered into and where necessary, was approved by the Board of Directors and members. In respect of transactions of a repetitive nature, an omnibus approval was obtained from the Audit Committee and Members where necessary. At every meeting, the Audit Committee reviews the transactions that were entered into during the immediately preceding period. Details of related party transactions have been disclosed under Notes to the financial statements.

20. Subsidiary Companies

The company does not have any subsidiary

21. Code of Conduct

The Board had laid down a code of conduct for all Board members and senior management of the Company. The Code of Conduct anchors ethical and legal behaviour 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 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 the Companies (Meetings of Boards and its Powers) 2014 and Clause 49 of the Listing Agreement, the 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 the Directors and designated employees of the company. The code requires pre-clearance for dealing in the shares of the company and prohibition on purchase or sale of shares by the directors and designated employees while in possession of unpublished price sensitive information during the period when window is closed.

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

24. Auditors

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

The audit committee has considered and recommended the re-appointment of M/s. Hitesh Gohel and Co., Chartered Accountants, Ahmedabad as statutory Auditors of the company, to the Board of Director at its meeting held on 27th August, 2015. The directors have accepted the recommendation and recommend to the shareholders for ratification of re-appointment of M/s. Hitesh Gohel and Co., Chartered Accountants, Ahmedabad as the statutory auditors of the company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next AGM of the Company.

25. Secretarial Audit

The company listed its equity shares on July 14, 2015 on SME Segment of the Bombay Stock Exchange Limited. The turnover and the paid up capital of the company as on March 31, 2015 were below the applicability criteria for secretarial audit as prescribed under the Companies Act, 2013 and rules made there under. In view of the same no secretarial audit were performed by the directors of the company.

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 annexed herewith as Annexure-A.

28. Risk Management

The company has well-defined risk management framework in place. The company has established procedures to periodically place before the Audit Committee and the Board, the risk 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 section 197(12) of the companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration 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 in terms of the provisions of Section 197(12) of the companies Act, 2013, read with Rules 5(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 out in Clause 52 of the Listing Agreement and is committed to good corporate governance laying a strong emphasis on transparency, accountability and integrity. All Directors and Senior Management employees have confirmed in writing their adherence to the Company's Code of Conduct.

A separate report on Corporate Governance (Annexure C) is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance as Annexure D, as mandated under Clause 52 of the Listing Agreement.

31. Acknowledgments

Your Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial institutions for their continued support and cooperation. Your Directors warmly acknowledge the trust and confidence reposed in your Company by its suppliers, dealers and customers in supporting its business activities and growth. Your Directors express their gratitude to the other business associates for their constant support. Your Directors value the commitment and contribution of the employees towards the Company. Last but not the least, your Directors are thankful to the Members 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 : 27th August, 2015 Managing Director DIN: 02927165

Oct 27, 12:15 pm
Oct 27, 12:24 pm
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