The members of M/s. CUBEX TUBINGS LIMITED
The directors have pleasure in presenting the 37th Annual Report of the Companytogether with the audited accounts for the year ended 31st March 2016.
|FINANCIAL RESULTS || ||(in Lakhs) |
| ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Income from operations ||5024.60 ||5587.45 |
|Other Income ||185.15 ||140.78 |
|Total Expenditure ||4995.53 ||5676.35 |
|Interest & Bank Charges ||17.67 ||8.63 |
|Depreciation & Amortization of Exp. ||151.67 ||159.36 |
|Provision for Tax ||15.32 ||24.12 |
|Net Profit ||29.55 ||19.13 |
THE COMPANY'S 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
Power plants Power plants manufacturers Switchgears Refineries Furnacemanufacturers Sugar plants Automobile Electrical Equipment industries and Ship buildingCompany.
Your company has registered a total income of Rs. 5209.75 lakhs for 2015-16 as comparedto Rs. 5728.23 lakhs for 2014-15 and the company posted a net profit of Rs. 29.55 lakhsfor 2015-16 as compared to Rs. 19.13 lakhs for 2014-15.
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.
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 2016 there were no Equity Shares of Shareholders were lying in theEscrow 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 the provision of SEBI (LODR) Regulations 2015. A separatesection on Corporate Governance together with a certificate from the Statutory Auditor'sconfirming compliance is set out in the Annexure forming part of this 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 sourcesof energy -Nil (ii) the capital investment on energy conservation equipments - Nil (b) (i)Technology Absorption adaptation and innovation:- Indigenous Technology is involved forthe manufacturing the products of the Company.
(ii) Research and Development (R & D): No research and Development has been carriedout. (c) Foreign exchange earnings: Rs. 589.96 Lakhs (d) Foreign exchange out go: Rs.259.28 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 thereunder. 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 CompaniesAct 2013 and SEBI (LODR) Regulations 2015the Board has carried out an annual performance the directors individually as well as theevaluation of the working of its Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARDMEETINGS:
The Board met five times during the financial year 2015-2016.
The dates on which the above Board meetings were held are as follows; 29th May 201513th August 201513th November 2015 30"1 December 2015 and 13th February 2016.
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 inpreparation of the annual accounts the applicable accounting standards have been followedalong with proper explanation relating to material departures ; b. That the directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year ended 31st March 2016 and ofthe profit and loss of the company for that period; c. That the directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d. That the directors haveprepared the annual accounts on a going concern basis. e. that proper internal financialcontrols were in place and that the financial controls were adequate and were operatingeffectively; f . that systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.
During the year ended March 31 2016 the Company does not have any materiallisted/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI(LODR) Regulations 2015. The policy on determining material unlisted subsidiary of theCompany is approved by the Board of 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 ourshareholders 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 SEBI (LODR) Regulations 2015 the Company hasformulated aprogramme for familiarising the Independent Directors with the company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc through various initiatives.
Key Managerial Personnel
Sri. Siva Prasad Sarva Chief Financial Officer is the Key Managerial Personnel of theCompany in accordance with the Section 203 of the Companies Act 2013.
Related Party Transaction
Policy on dealingwith Related Party Transactionsis approvedby the Board
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons (exceptremuneration) which may have a potential conflict with the interest of the Company atlarge. The same was discussed by the Audit Committee as also the Board. The policy onRelated Party Transactions as approved bythe Board. None ofthe Directors has anypecuniaryrelationshipsor transactions vis-a-vis the Company.
Internal Financial Controls
The Company hasin place adequateinternal financial controlswith reference to financialstatements.Periodic audits are undertaken onacontinuous basiscovering all theoperationsi.e. manufacturing sales & distribution marketing finance etc. Reportsof internalauditsare reviewed by management from timeto timeanddesiredactionsareinitiatedto strengthen the control and effectiveness of the system.
Pursuant to the provisionsof Section 204 of the Companies Act2013 andthe Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport is obtained by the company and forms part of this Annual report.
Disclosures pursuantto The Companies (Appointmentand Remuneration ofManagerialPersonnel) Rules 2014
1. The Disclosures pursuantto sub-rule(1) of Rule5ofThe Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are forms part of the Board's Report.
2. The Disclosurespursuantto sub-rule (2) of Rule 5 ofThe Companies(Appointment andRemunerationof Managerial Personnel) Rules 2014 in respect of employees of the Companyforms part of the Board's Report.
The Board hasonthe recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Managementand theirremuneration.The details pertaining to criteria for determining qualificationspositiveattributes and independenceof a Directorand remuneration policy have beenprovidedin Section of the attached CorporateGovernance Report.
Significant and MaterialOrders Passed by the Regulatorsor 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 Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal committee has been set up to redress thecomplaints received regardingsexual harassment at workplace.All employees includingtrainees arecovered 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. || |
|DATE: 29.08.2016 ||P.R.BHANDAR I VIRENDRA BHANDARI |
| ||Managing Director Executive Director |
| ||Siva Prasad Sarva |
| ||Chief Financial Officer |
FORM No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016
(Pursuant to Section 204 (1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014)
CUBEX TUBINGS LIMITED
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Cubex Tubings Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/ statutorycompliances and expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the company its officers agents and authorised representatives during theconduct of secretarial audit and as per the explanations given to us and therepresentations made by the Management we hereby report that in our opinion the Companyhas during the audit period covering the financial year ended on 31" March 2016generally complied with the statutory provisions listed hereunder and also that theCompany has proper Board processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter: We have examinedthe books papersminute books forms and returns filed and other records made available to usand maintainedby the Company for the financial year ended on 31st March 2016 according to theapplicable provisions of:
i The Companies Act 1956 and the Companies Act 2013 ('the Act') and the rules madethere under as applicable;
ii The Securities Contract (Regulation) Act 1956 ('SCRA') and the rules made thereunder;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
iv. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992'('SEBI Act'):
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011 amended from time to time;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 amended from time to time;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009 & amended from time to time; and
v. We have also examined compliance with the applicable clauses of SecretarialStandards ofThe Institute of Company Secretaries of India with respect to board andgeneral meetings During the period under review and as per the explanations andclarifications given to us and the representations made by the Management the Company hascomplied (except delay filings / intimations in some cases) with the provisions of theAct Rules Regulations Guidelines etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice was given to all Directors in advance to schedule the Board Meetings.Agenda and detailed notes on agenda were sent in advance and a system exists for seekingand obtaining further information and clarifications on the agenda items before themeeting and for meaningful participation at the meeting.
Decisions at the Board Meetings as represented by the management were takenunanimously. We further report that as per the explanations given to us and therepresentations made by the Management and relied upon by us there are adequate systemsand processes in the Company commensurate with the size and operations of the Company tomonitor and ensure compliance with applicable laws rules regulations and guidelines.
We further report that during the audit period there were no instances of Amalgamationor arrangements.
| ||Sd/- |
| ||Sarada Putcha |
| ||Company Secretary |
|Hyderabad ||S No: 21717 PC CP No: 8735 |
|August 29 2016 || |
This Report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.
The Members Cubex Tubings Limited
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks ofAccounts of the Company.
4. Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
| ||Sd/- |
| ||Sarada Putcha |
| ||Company Secretary |
|Hyderabad ||S No: 21717 PC CP No: 8735 |
|August 29 2016 || |