The members of
M/s. CUBEX TUBINGS LIMITED
The directors have pleasure in presenting the 36th Annual Report of theCompany together with the audited accounts for the year ended 31st March 2015.
| ||Year ended 31.03.2015 ||Year ended 31.03.2014 |
|Income from operations ||5587.45 ||4372.80 |
|Other Income ||140.78 ||298.64 |
|Total Expenditure ||5676.35 ||4436.04 |
|Interest ||8.63 ||9.36 |
|Depreciation & Amortization of Exp. ||159.36 ||192.51 |
|Provision for Tax ||24.12 ||18.20 |
|Net Profit ||19.13 ||15.33 |
THE COMPANYS PRODUCTS / SERVICES
CUBEX is manufacturer of seamless solid drawn Tubes Rods Bus bars and Wires of copperand copper based alloys such as Cupronickel admiralty Brass Aluminum Brass etc. Copperbecause of its high electrical conductivity and heat transfer characteristics finds wideapplication in the form of Tubes Rods Strips and Wires. The user industries are Powerplants Power plants manufacturers Switchgears Refineries Furnace manufacturers Sugarplants Automobile Electrical Equipment industries and Ship building Company.
Your company has registered a total income of Rs. 5728.23 lakhs for 2014-15 as comparedto Rs. 4671.44 lakhs for 2013-14 and the company posted a net profit of Rs. 19.13 lakhsfor 2014-15 as compared to Rs. 15.33 lakhs for 2013-14.
The Directors regret their inability to recommend dividend for the year under reviewdue to insufficient profit.
BUSINESS RISK MANAGEMENT
The Company like any other enterprise is exposed to business risk which can beinternal risks as well as external risks. The threats to the segments in which the companyoperates are volatility in Exchange rate & Metal Prices. The company is concernedabout the vide Fluctuations in Copper prices globally and locally and increase in foreignexchange value.
The Company has not accepted deposits covered under Chapter V of the Companies Act2013 and accordingly the disclosure requirements stipulated under the said Chapter arenot applicable.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review the company has not given any loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act 2013
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014 except the remuneration to managerial personnel thereis no other related party transactions to be disclosed.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith elsewhere in the Annual Report.
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2015 there were no Equity Shares of Shareholders werelying in the Escrow Account due to non- availability of the correct particulars.
Your Directors are happy to report that your Company is compliant with the CorporateGovernance requirements as per Clause 49 of the Listing Agreement with the StockExchanges. A separate section on Corporate Governance together with a certificate from theStatutory Auditors confirming compliance is set out in the Annexure forming part ofthis report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report has been attached and forms part of theAnnual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT 2013
(a) Conservation of Energy:
The Company is monitoring the consumption of energy and is identifying measures forconservation of energy.
(i) the steps taken by the company for utilising alternate sources of energy -Nil
(ii) the capital investment on energy conservation equipments - Nil
(b) (i) Technology Absorption adaptation and innovation:- Indigenous Technology isinvolved for the manufacturing the products of the Company.
(ii) Research and Development (R & D): No research and Development has been carriedout.
(c) Foreign exchange earnings: Rs. 802.58 Lakhs
(d) Foreign exchange out go: Rs. 35.17 Lakhs PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was in receipt of remunerationexceeding the limit prescribed under rule 5(2) of the Companies (Appointment andRemuneration of managerial Personnel) Rules 2014
M/s. P. Murali & Co. Chartered Accountants Statutory Auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting and are eligible forreappointment. The said Auditors have furnished the Certificate of their eligibility forre-appointment. Pursuant to the provisions of Section 139 of the Companies Act 2013 andthe Rules framed there under. Accordingly the statutory auditor of the Company wasreappointed from the conclusion of the previous AGM till the conclusion of the AGM to beheld in the year 2017 subject to ratification of their appointment at the subsequentAGMs.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance the directors individually aswell as the evaluation of the working of its Audit and Nomination & RemunerationCommittees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARDMEETINGS:
The Board met six times during the financial year 2014-2015.
The dates on which the above Board meetings were held are as follows;
30th May 2014 4th August2014 13th August2014 13th November2014 14th February2015and 30th March 2015. DIRECTORS & INDEPENDENT DIRECTORS
At the 35th Annual General Meeting of the Company held on 29th September 2014 theMembers of the Company had appointed Independent Directors of the Company for a period of5 years. All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement. It is also proposed in this AGM to appoint Mr. Sandeep Kumar asIndependent Director. During the period under review the company has appointed Mrs. VeenaBhandari as Additional Director and it is proposed to appoint her as the Director in thisAGM.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c)of the Companies Act 2013 withrespect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures ;
b. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31st March 2015 and of the profit and loss of the company for thatperiod;
c. That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
d. That the directors have prepared the annual accounts 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. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
During the year ended March 312015 the Company does not have any materiallisted/unlisted subsidiary companies as defined in Clause 49 of the Listing Agreement. Thepolicy on determining material unlisted subsidiary of the Company is approved by the Boardof Directors of the company.
The Board of Directors of the company are committed to maintain the highest standard ofhonesty openness and accountability and recognize that employees have important role toplay in achieving the goal. As a public company the integrity of the financial matters ofthe Company and the accuracy of financial information is paramount. The stakeholders ofthe Company and the financial markets rely on this information to make decisions. Forthese reasons the Company must maintain workplace where it can retain and treat allcomplaints concerning questionable accounting practices internal accounting controls orauditing matters or concerning the reporting of fraudulent financial information to our
shareholders the Government or the financial markets. The employees should be able toraise these free of any discrimination retaliation or harassment. Pursuant to the policyemployees are encouraged to report questionable accounting practices to Mr. Mahendra KumarRanka Chairman of Audit Committee through email or by correspondence through post.
Familiarisation programme for Independent Directors
Pursuant to the provisions of Clause 49 of the Listing Agreement the Company hasformulated a programme for familiarising the Independent Directors with the company theirroles rights responsibilities in the company nature of the industry in which thecompany operates business model of the company etc through various initiatives.
Key Managerial Personnel
Sri. Siva Prasad Sarva Chief Financial Officer was appointed as Key ManagerialPersonnel in accordance with the Section 203 of the Companies Act 2013.
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the Board
No related party transactions were entered into during the financial year under reviewThere are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. The same was discussed bythe Audit Committee as also the Board. The policy on Related Party Transactions asapproved by the Board. None of the Directors has any pecuniary relationships ortransactions vis-a-vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering allthe operations i.e. manufacturing sales & distribution marketing finance etc.Reports of internal audits are reviewed by management from time to time and desiredactions are initiated to strengthen the control and effectiveness of the system.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and theCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report is obtained by the company and forms part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are forms part of the BoardsReport.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyforms part of the Boards Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details pertaining to criteria for determining qualifications positiveattributes and independence of a Director and remuneration policy have been provided inSection of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.
The relationship between the management and the staff was very cordial throughout theyear under review. Your Directors take this opportunity to record their appreciation forthe cooperation and loyal services rendered by the employees.
Your Directors place on record their appreciation of the continuous assistance andco-operation extended to your Company by the valued customers bankers Reserve BankIndia SEBI Bombay Stock Exchange Limited & National Stock Exchange of India Limitedand all other regulatory Authorities. The Directors also sincerely acknowledge thesignificant contributions made by all the employees for their dedicated services to theCompany.
| ||For and on behalf of the board || |
| ||For CUBEX TUBINGS LIMITED || |
|PLACE: Hyderabad. ||P.R.BHANDARI ||VIRENDRABHANDARI |
|DATE: 13.08.2015 ||Managing Director ||Executive Director |
Siva Prasad Sarva
Chief Financial Officer