For the Financial Year ended on 31st March 2016.
TO THE MEMBERS OF ULTRACAB (INDIA) LIMITED
The Directors have pleasure in presenting the 9th Annual Report along with the auditedfinancial statements for the year ended March 31 2016.
The Company's Financial Performance for the year ended March 31 2016 is summarizedbelow:
|Particulars ||2015-2016 ||2014-2015 |
| ||(Amt. in Rs.) ||(Amt. in Rs.) |
|1 Net Total Income ||413574954 ||352650906 |
|2 Less: Operating and Admin. Expenses ||377874099 ||313897268 |
|3 Profit before Interest Depreciation and taxes ||35700855 ||38753638 |
|4 Less: Depreciation & Amortisation ||6145455 ||4594939 |
|5 Add : Extra-ordinary and Exceptional item ||225191 ||- |
|6 Profit before Interest and Tax (PBIT) ||29780591 ||34158699 |
|7 Less : Interest ||22428261 ||27467595 |
|8 Profit Before Tax (PBT) ||7352330 ||6691104 |
|9 Less: Tax Expenses: || || |
|1) Current Tax ||2271870 ||2067551 |
|2) Deferred Tax ||(1023721) ||1258334 |
|10 Profit After Tax (PAT) ||6104181 ||3365219 |
|11 Balance brought forward from Previous Year ||- ||- |
|12 Net Profit carried to Balance Sheet ||6104181 ||3365219 |
|13 Earnings per equity share ||0.72 ||0.59 |
Your directors are pleased to report that for the year under review your Company hasbeen able to achieveThe total revenue during the financial year 2015-16 at Rs.4135.74Lakh was higher by 17.28% over last year ( Rs. 3526.50Lacs in 2014-15) while the Profitafter tax (PAT) for the year was Rs. 61.04 Lakh a recording growth of 81.40 % over theProfit after Tax (PAT) of Rs 33.65 Lakh in 2014-15.
The Authorised Share Capital of the Company is Rs 100000000/- (Rupees Ten Crore)divided into 10000000 (One Crore) Equity shares of Rs 10/-During the Financial yearthe paid up share capital of the Company is increased from Rs. 80140000 (Rupees Eightcrore one lakh fourty thousand) divided into 8014000 (Four lakh Sixty eight thousand)equity shares of Rs. 10 each to Rs.84820000 (Rupees Eight Crore Fourty eight Lakhtwenty Thousand) divided into 8482000 (Eighty Four lakh eighty two thousand) equityshares of Rs 10 each. Due to issue of equity shares through Preferential allotment of4680000 (Four lakh sixty eight thousand) equity shares of face value of Rs 10 each at apremium of Rs. 39.30 on 30th April 2015.
As per observation of the Board of Directors for strengthening the position of thecompany no dividend is recommended for the financial year 2015-16.
Presently there is no subsidiary of the Company.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".
During the year under review the Company has not accepted or renewed any fixeddeposits from the public.
Employee Stock Option Scheme
In order to retain reward motivate desired talent for high level of individualperformance to create a culture of ownership alignment with shareholder's interests andto align employees' objectives towards critical goals/ milestone of the Company it isproposed to introduce "Ultracab (India) Ltd Employees Stock Option Scheme 2016"("ESOP Scheme 2016" or "the Scheme"). Under the ESOP Scheme 2016Company received an approval to grant an option of total 450000 equity shares to theeligible employees of the company. During the year 200000 Options are granted to theeligible employees of the company.
Re-appointment of Managing Director
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Nitesh Vaghasiya Chairman cum Managing Director (DIN:01899455) whose tenure as Managing Director expires on 31st March 2016. Accordingly Mr.Nitesh Vaghasiya Managing Director being eligible and offers himself forRe-appointment.The Board recommends re-appointment of Mr. Nitesh Vaghasiya for the furthertenure of three years.i.e. 1st April 2016 upto 31st March 2019 and his appointment willbe subject to the approval of the members in the ensuing General Meeting.
Re-appointment of Non-Executive Director
As per the provisions of the Companies Act 2013 Mrs. Sangeetaben VaghasiyaNon-Executive Director (DIN: 06910845) retires by rotation at the ensuing 9th AGM andbeing eligible offers herself for re-appointment. The Board recommends the reappointmentof Mrs. Sangeetaben Vaghasiya as Non-Executive Director of the company.
In terms of the definition of Independence of Directors as prescribed underClause 16(1)(b) of SEBI (listing Obligation and Disclosure Requirement) Regulation 2015entered with Stock Exchanges and Section 149(6) of the Companies Act 2013.company hasobtained declaration from independent directors as per above Regulations. The followingIndependent Directors were appointed for a period of 5 years with effect from 9th August2014:- 1. Mr. Kanjibhai G. Patel 2. Mr. Jayshankarbhai B. Dave 3. Mr. Bipinchandra M.Sangani
Key Managerial Personnel
Our Company is managed by our Board of Directors assisted by qualified professionalswho are permanent employees of our company below are the details of the Key Managerialpersonnel of our company:
Mr. Diljeet Bhatti
Diljeet Bhatti aged 44 years is Chief Financial Officer of our company. He has anexperience of 27 years in the field of accounts excise and export. He has joined ourcompany on January 01 2009. Deeljit was initially appointed as a senior accountant andhas been promoted to the post of CFO on August 9 2014.
Mr. Mayur Gangani
Mayur Gangani aged 30 years is a Company Secretary and Compliance Officer of ourcompany. He is an associate member of an ICSI. He has joined our company on August 14th2014. He has more than 9 years of experience in secretarial matters.
Committees of the Board
The Company has constituted various committees. Following committees has beenestablished as apart of the best corporate governance practices and are in compliance withthe requirements of the relevant provisions of Companies Act2013 and SEBI (LODR)Regulation2015:
1) Audit Committee
2) Shareholder and Investor Grievance Committee
3) Nomination and Remuneration Committee
A detailed note on the board and its committees is provided in the Corporate GovernanceReport forming part of this Annual Report.
Pursuant to the section 134 (p) of Companies Act 2013 read with Rule 8 (4) ofCompanies Accounts Rules 2014 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the BoardCommittees.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremunerations provided in Section 178(3) of the Companies Act 2013 The RemunerationPolicy is stated in the Corporate Governance Report.
During the year nine Board Meetings were convened and held. The details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of this Annual Report.
Internal Financial Control Systems and their Adequacy
The Company has proper and adequate system of internal control to ensure that allassets are safeguarded and protected against loss from unauthorized use or disposition andthat transaction are authorized recorded and reported correctly. The Company haseffective system in place for achieving efficiency in operations optimum and effectiveutilization of resources monitoring thereof and compliance with applicable laws.
(A) Statutory Auditors
The Company in its Board meeting held on 17th May 2016 appointed M/s. J. A. Sheth& Associates Chartered Accountants Rajkot (Firm Registration No. : 119980W) asStatutory Auditors of the Company to fill the casual vacancy caused by the resignation ofM/s. R. Harsoda & Co. Chartered Accountants (Firm Registration No.: 128513W) Rajkot.The appointed Statutory Auditor has hold the office from the board meeting held on 17thMay 2016 to the conclusion of 09th Annual General Meeting subject to Re-appointment fromthe conclusion of 09th Annual General Meeting until the conclusion of the 10th AnnualGeneral Meeting of the Company However their term of Appointment and remuneration shallbe ratified by the members of the company in this AGM.
(B) Secretarial Auditors and Secretarial Audit Report
Pursuant to Section 204 of the Companies Act 2013 The Board has appointed M/s PiyushJethva Practising Company Secretary Rajkot to conduct Secretarial Audit for thefinancial year 2015-16. The Company provided all assistance and facilities to theSecretarial Auditor for conducting their audit. The Secretarial Audit Report for thefinancial year ended March 31 2016 is annexed herewith marked as Annexure B tothis Report.
The report of the Statutory Auditor along with Notes to Accounts are enclosed to thisreport. The observations made in the Auditors' Report are self-explanatory and thereforedo not call for any further comments.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not coming under the criteria as mentioned in Section 135 of theCompanies Act2013 which specifies the requirement of forming the Corporate SocialResponsibility Committee .
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Annual Report .
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an armslength basis. The Policy on materiality of related party transactions and dealing withrelated party transactions as approved by the Board and Audit committee.
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto is disclosedin Form No. AOC -2 annexed as Annexure C with this report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires per-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board of Directors and the designatedemployees have confirmed compliance with the Code.
DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT
This is to inform that the Company has adopted a Code of Conduct for its employeesincluding the Directors. We confirm that the Company has in respect of the financial yearended 31st March 2016 received from the senior management team of the Company and theMembers of the Board a declaration of compliance with the Code of Conduct.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act2013 read with Companies (Meetings of Board And Its Powers ) Rule 2014 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasadopted a Whistle Blower Policy to provide a mechanism to its directors employees andother stakeholders to raise concerns violation of legal or regulatory requirementsmisrepresentation of any financial statement and to report actual or suspected fraud orviolation of the Code of Conduct of the Company.
Disclosure under Workplace (Prevention Prohibition & Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
PARTICULARS OF EMPLOYEES
The information pertaining to Section 197(12) read with Rule 5(1) of the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as AnnexureD
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) Conservation of energy:
(i) Steps taken or impact on conservation of energy utilizing alternate sources ofenergy and capital investments on energy conservation equipment :
Installation of energy efficient LED Panel and Tube Lights LED street lightsand high bay lights.
Replacing of old Transformers with more energy efficient and Having facility ofAuto tap changing which gives Linear voltage supply to reduce energy consumption andlosses.
Improved preventive maintenance of machines to reduce energy loss.
Utilized 125 KVA Generator as alternate source of Energy.
(B) Technology absorption:
(i) Following new cables have been designed developed and type approvalsobtained/successfully launched in the market:
New Range of Automotive Wires developed for Higher Temperature application
Developed Elevator and Crane Application Cables
Developed PV Solar Cables for solar energy systems.
(ii) the benefits derived like product improvement cost reduction productdevelopment:
The aforesaid newly developed products have been introduced in the market andgive significant benefits in terms of quality better performance of the end-userapplication and import substitution.
(iii) Imported technology (imported during the last 5 years reckoned from the beginningof the financial year): a) Technology Imported : Nil b) Year of Import : Not applicable c)Has technology been fully absorbed? : Not applicable d) If not fully absorbed areas wherethis has not taken place reasons therefor and future plans of action : Not applicable
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows as follows: i) Earnings by wayof Exports : Rs. 89.45 Lakh ii) Outgo by way of Imports : NIL
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments which has occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of thereport.
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.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:
a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompanys executives staff and workers.
For and on behalf of the Board of Directors
Ultracab (India) Limited
Nitesh P. Vaghasiya
Chairman & Managing Director
(DIN No: 01899455 )