To
The Members
Your directors are pleased to present their 13th Annual Report and Audited Accounts for
the year ended 31st March, 2023.
1. FINANCIAL RESULTS:
(Rs. In Lakhs)
Particulars |
2022-23 |
2021-22 |
Sales & Other Income |
1,611.85 |
2,438.62 |
Operating & Administrative Expenditure |
1,421.12 |
5,804.84 |
Profit/(Loss)Before Depreciation Interest and Tax |
190.73 |
-3,366.22 |
Depreciation and amortization expense |
64.39 |
68.31 |
Finance costs |
180.49 |
259.40 |
Profit/(Loss) before Exceptional Items |
-54.15 |
-3,693.93 |
Exceptional Items |
- |
- |
Profit/(Loss) before tax (PBT) |
-54.15 |
-3,693.93 |
Tax expense |
51.85 |
-41.09 |
Profit/(Loss) after tax for the year (PAT) |
-106.00 |
-3,652.84 |
Other Comprehensive Income |
0.11 |
6.46 |
Balance carried to balance sheet |
-105.89 |
-3,646.38 |
2. Review of Operations
During the year under review, revenue of the company was Rs. 1,611.85 Lakhs compared to
Rs. 2438.62 Lakhs in the corresponding previous year. The Company incurred a loss after
tax of Rs. (105.89) Lakhs as compared to Loss of Rs. (3646.39) Lakhs in the previous year.
The company incurred losses due to rise in the raw material prices due to import
restrictions and stiff competition emanating from lower price and quality alternatives of
the company's products.
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 31.03.2023 stood at Rs. 1492.20 Lakhs divided
into 14922000 equity shares of Rs.10 /- each.
5. Management Discussion and Analysis Report
The Management Discussion and Analysis report prepared pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, has been furnished separately
in the Annual Report as Annexure-E.
6. Finance
During the year under review the company raised funds from bankers for its working
capital under second extension of government schemes post covid. Effective utilization and
management of working capital, Term Loan, receivables, inventories and other finance
sources is put in place.
7. 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.
8. 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.
9. 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.
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.
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 is
continuously making aware its employees on effective utilization of power and energy in
manufacturing process and at other places in factory. Also the employees are educate and
encouraged to establish energy efficient practices whenever necessary on savings and
proper consumption of power. Further the company has put in place the surveillance system
to continuously monitor the manufacturing process and avoid wastage of energy. The
quantitative details of energy consumption forms part of the Notes and significant
accounting policies.
B. Technology absorption
In the wake of continuously changing the customer tastes and preferences, it is the
prime concern and focus of the company to update and equip all the manufacturing process
with the latest technology. Such stand on the part of the company has helped it in
improved quality of product, efficient manufacturing process, launch of new designs and
modification in the existing designs. 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 |
2022-2023 |
2021-2022 |
Expenditure in Foreign Currency: |
|
|
CIF Value of Import of Raw Material |
- |
- |
CIF Value of Import of Capital Goods |
- |
- |
Travelling expenses |
- |
- |
Earning in Foreign Currency: |
|
|
FOB Value of Export of Finished Goods |
- |
- |
11. Industrial Relations
The company has generally enjoyed cordial relations with its employees and workers
during the year at all levels of the company at its factory and at office. The Company is
ensuring all the time a safe and healthy working environment to its employees.
12. 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, Mrs. Pareshaben Govindbhai Patel (DIN: 07128422),
retires by rotation at the ensuing Annual General Meeting and offers herself for
reappointment.
All the directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of Section164 of the Companies Act, 2013.
13. Declarations by Independent Directors
All the independent directors have given declarations confirming the criteria of
independence laid down under section 149(7) of the Companies Act, 2013 and Regulation 25
of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
14. Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015, 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.
15. 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.
16. Meeting of the Board
Seven 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 except for the
meeting held on March 2, 2022 beyond the statutory period prescribed.
17. 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 for the financial year ended 31st March,
2023, 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.
18. 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.
19. 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 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 Code
of 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 the
Companies (Meetings of Boards and its Powers) 2014 and as per the provisions of SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company has
adopted 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 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.
22. Auditors
The Statutory Auditors of the Company M/s. Hiren D Shah & Associates, Chartered
Accountants (FRN:135212W), were appointed as Statutory Auditors of the Company in 12th
Annual General Meeting of the company, to hold the office up to the conclusion of the16th
Annual General Meeting.
23. Observations and Qualifications made by the Auditors in the Audit Report
The statutory Auditors of the company have provided Auditors' Report with Disclaimer of
opinion, pursuant to fraud detected post providing of audited financial results and
statements.
The Board has approached legal consultants and statutory auditors of the company,
discussing and deliberating on implications thereof on the financial results of the
company. Based on the opinions of professionals, the Board of Directors had decided to
revised the financial statements, in order to reflect the actual financial position of the
company. Consequent to which the Annual Financial results and statements were revised by
the auditors and disclaimed the opinion. The Board of Directors have initiated legal
action against the CFO of the company, who were involved in the fraud. The litigations
were filed on behalf of the company, which are sub-judice in court of law.
24. Secretarial Audit
In terms of Section 204 of the Companies Act, 2013 and Rules made there under Mr. Punit
S Lath, Practicing Company Secretary, Ahmedabad have been appointed as a Secretarial
Auditors of the Company in the meeting of the Board of Directors held on June 12, 2023 to
conduct the secretarial audit for the financial year 2022-23. The report of the
Secretarial Auditor for the financial year ended 31.03.2023 is enclosed as
Annexure-D.
The Observations, qualification, reservation or adverse remark made in the Secretarial
Audit Report are self-explanatory.
25. Statement pursuant to Listing agreement
The Company's equity shares are listed at Bombay Stock Exchange Limited. The company is
yet to pay the Annual listing Fee for the year 2022-23 and 2023-24.
26. Weblink of Annual Return
The extract of Annual Return is no longer required to be attached with the Director's
Report u/s 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management & Administration) Rules, 2014 vide notifications issued by Ministry of
Corporate Affairs (MCA) dated 28/08/2020 and 05/03/2021. Pursuant to Sub-section 3(a) of
Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12
of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of
the Company for the Financial Year ended on 31.03.2023 in the Form MGT-7 is available on
the website of the Company.
27. 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.
28. 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.
29. Corporate Governance
Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of this Directors' Report.
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.
30. Acknowledgments
The Directors places on record the collective contribution and support received from
Company's employees. The Directors would also like to thank the shareholders, customers,
dealers, suppliers, bankers, Government and all the other business associates for the
continuous support given by them to the Company and their confidence in its management.