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Universal Cables Ltd.

BSE: 504212 Sector: Engineering
BSE 15:40 | 22 Mar 125.20 -2.85






NSE 15:31 | 22 Mar 124.20 -3.35






OPEN 127.55
52-Week high 209.65
52-Week low 88.50
P/E 15.05
Mkt Cap.(Rs cr) 434
Buy Price 0.00
Buy Qty 0.00
Sell Price 124.95
Sell Qty 1.00
OPEN 127.55
CLOSE 128.05
52-Week high 209.65
52-Week low 88.50
P/E 15.05
Mkt Cap.(Rs cr) 434
Buy Price 0.00
Buy Qty 0.00
Sell Price 124.95
Sell Qty 1.00

Universal Cables Ltd. (UNIVCABLES) - Director Report

Company director report


Your Directors have the pleasure of presenting their Seventy Second Annual Reporttogether with the Audited Financial Statements of your Company for the year ended 31stMarch 2017.


Amount ` in lakhs

2016-17 2015-16
Total Gross Revenue (including Other Income) 90934.80 84105.84
Earning before Finance Costs Depreciation and Tax 8565.27 8618.47
Finance Costs 4425.19 5117.48
Profi t before Depreciation and Tax 4140.08 3500.99
Depreciation and Amortization 1889.16 1765.19
Profi t before Tax 2250.92 1735.80
Tax Expenses/(Credit) (587.73) (219.15)
Net Profi t for the year 2838.65 1954.95


Your Company has achieved the total gross revenue of ` 90934.80 lakhs in the current fiscal as compared to ` 84105.84 lakhs in the previous fi scal an increase of 8.12%.Earning before interest (fi nance costs) tax depreciation and amortization (EBITDA) is `8565.27 lakhs as compared to ` 8618.47 lakhs in the previous fi scal. Profi t before taxincreased to ` 2250.92 lakhs as compared to ` 1735.80 lakhs in the previous fi scal anincrease of 29.68%. Profi t after tax increased to ` 2838.65 lakhs in the current fi scalas compared to

` 1954.95 lakhs in the previous fi scal an increase of 45.20% after availing of taxcredit.

Apart from the profi tability ratios mentioned other key fi nancial ratios e.g.leverage ratio liquidity ratios and important effi ciency ratios shows a markedimprovement in your Company's operations. The net interest paid by your Company reduced by19.14% over the previous fi scal which has signifi cantly improved the cash fl ow.

The performance of your Company marked a perceivable improvement over the previous fiscal. In context to the industry and its position in the economic environment and marketvariables the results are seen to be favourable. Your Company was able to weather anoverall frail growth in demand coupled with an intensely competitive environment. YourCompany's thrust has been on reshuffl ing the product-mix conducive to its bottom-lineoptimal allocation of resources fl exible planning and exercising austerity measuresacross all functional activities.

There is a clear and present danger of competition having risen to a higher water-markwith new players penetrating into the high-end market space. Your Company has thereforetaken a decision for exercising austerities in all sphere of its operation furtherimproving productivity and focusing on repayment of the debts gradually from internalaccruals. This would enable your Company to become operationally more competitive.

Your Company has implemented CAPEX in the Plant for the fi scal typically aimed atenergy conservation and reduction of manufacturing cycle for meeting the short deliveryrequirements of the customers.

Your Company is migrating to a higher version of its existing software SAP to SAP HANAfor improved data management integration of functional departments exercising bettercontrol and improved technical support.

Your Company has always maintained its policy to retain talent and also to hone theskills of its employees for deliverance of their capabilities and creativity to contributeto their work place and your Company at large.

Though the going would be interlaced with many challenges your Company is confi dent toovercome these as the fundamentals of your Company are strong and strategic initiativestaken have started to pay off.


Though the Company has earned profi t during the year under review however in orderto retain the earnings for business growth your Company's Board of Directors has decidednot to propose dividend on equity shares for the fi nancial year ended 31st March 2017.


During the year under review there is no change in the Issued Subscribed and Fullypaid-up equity share capital of the Company. The Fully paid-up equity share capital of theCompany as on 31st March 2017 is ` 3469.83 lakhs. However dispatch of share certificate(s) in physical form and credit in the respective demat account(s) in respect of2705553 number of additional equity shares in aggregate allotted to certain allotteesunder category ‘C' of the basis of allotment as per the Letter of Offer of the RightsIssue during the year 2015-16 have not yet been completed in view of the status-quo orderpassed by the Hon'ble High Court of Delhi on 18th November 2015.


Your Company has not accepted any public deposits within the meaning of Section(s) 73to 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014during the year under review. As such no amount on account of principal or interest onpublic deposits was outstanding as on the date of the Balance Sheet.

Your Company continued to optimise bank borrowings during the year by focusing on cashfl ows and working capital management in order to ensure effi ciency in its borrowingcosts.


Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report on Corporate Governance and a Certifi cate by the Manager & ChiefExecutive Offi cer (CEO) confi rming compliance by all the Board Members and SeniorManagement Personnel with Company's Code of Conduct and Auditors' Certifi cate regardingcompliance of conditions of Corporate Governance are made a part of the Annual Report.


The Company has constituted the CSR Committee in accordance with Section 135(1) of theCompanies Act 2013 the details of which have been provided in the Corporate GovernanceReport forming part of the Annual Report. The Board of Directors has approved the CSRpolicy which is available on the Company's website The Annual Report onCSR activities as required to be given under Section 135 of the Companies Act 2013 readwith Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014 has beenprovided in Annexure-I which attached hereto and forms a part of the Directors' Report.


To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: (a) that in the preparation of the annual financial statements for the year ended 31st March 2017 the applicable accountingstandards read with requirements set out under Schedule III to the Companies Act 2013have been followed and there are no material departures from the same; (b) that suchaccounting policies as mentioned in Notes to the Financial Statements have been selectedand applied consistently and judgement and estimates have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat 31st March 2017 and the profi t of the Company for the year ended on that date; (c)that proper and suffi cient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; (d)that the annual fi nancial statements have been prepared on a going concern basis; (e)that proper internal fi nancial controls were in place and that the fi nancial controlswere adequate and were operating effectively; (f) that system to ensure compliance withthe provisions of all applicable laws were in place and were adequate and operatingeffectively.


Your Company's system of fi nancial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which yourCompany pursues its objectives. Additionally the Audit Committee and the Board ofDirectors assess the implementation of risk management and risk mitigation measuresthrough their review of potential risks which could negatively impact the operationsincluding additional oversight in the area of fi nancial risks and controls the proposedbudget and plan your Company's strategic framework besides inherent risks associated withthe products/goods dealt with by the Company as well as execution of turnkey projects.Major risks identifi ed by the Company's business and functions are systematicallyaddressed through mitigating actions on a continuing basis. In the view of the Board ofDirectors there are no material risks which may threaten the existence of your Company.The Board of Directors of your Company has laid down the policies and procedures forinternal fi nancial controls to be followed by the Company for ensuring the orderly andeffi cient conduct of its business in order to achieve the strategic operational andother objectives over a long period and that its exposure to risks are within theacceptable limits decided by the Board. In addition the policies and procedures have beendesigned with an intent to ensure safeguarding of Company's assets the prevention anddetection of frauds and errors the accuracy in completeness of the accounting records andthe timely preparation of reliable fi nancial information.

The management is committed to ensure effective internal fi nancial controlsenvironment which provides assurance on the effi ciency of its business operationscoupled with adherence to its established policies safety/security of its assets besidesorderly and legitimate conduct of Company's business in the circumstances which mayreasonably be foreseen. Your Company has defi ned organisation structure authoritylevels delegated powers internal procedures rules and guidelines for conductingbusiness transactions. Your Company's system and process relating to internal controls andprocedures for fi nancial reporting have been designed to provide reasonable assuranceregarding the reliability of fi nancial reporting and the preparation of fi nancialstatements for external purposes in accordance with Generally Accepted AccountingPrinciples (GAAP) in India the Companies Act 2013 and rules framed thereunder and allother applicable regulatory/statutory guidelines etc. for disclosure with reference to financial statements.

Your Company's internal control systems are supplemented by an extensive program ofinternal audit by an independent fi rm of Chartered Accountants. Internal audits areconducted at regular intervals and a summary of the observations and recommendations ofsuch audits are placed before the Audit Committee. The Internal Auditors the AuditCommittee as well as the Board of Directors conduct an evaluation of the adequacy andeffectiveness of the system of internal fi nancial controls system on ongoing basis.


Industrial relations remained cordial throughout the year. Your Directors recognise andappreciate the sincere and hard work loyalty dedicated efforts and contribution of allthe employees in the growth and performance of the Company during the year.

Your Company continues to accord a very high priority to both industrial safety andenvironmental protection and these are ongoing process at the Company's plant andfacilities to maintain high awareness levels. Your Company has also stressed the need toadopt the highest safety standards on turnkey projects undertaken for EHV power cableswith the emphasis on ensuring that safety on all projects under execution are given agreat deal of importance. The Company is conscious of the importance of environmentallyclean and safe operations so as to ensure safety of all concerned and compliance ofapplicable environmental regulations. The Company as a policy re-evaluates safetystandards and practices from time to time in order to raise the bar of safety for itspeople as well as users and customers.


Your Company's manufacturing facilities and functional departments continue to remaincertifi ed by independent and reputed external agencies as being compliant as well asaligned with the international standards for Quality Management System ISO 9001:2008Environmental Management System ISO 14001:2004 Occupational Health and Safety ManagementSystem OHSAS 18001:2007 and Social Accountability Policy SA-8000. During the year theaudits for these Certifi cations established continuous improvement in performance againstthese standards.


In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Shri B.R. Nahar (DIN 00049895) Director shall retireby rotation at the ensuing Annual General Meeting and being eligible has offered himselffor reappointment as a Director of the Company. The Board recommends his re-appointmentfor the consideration of the members of the Company at the ensuing Annual General Meeting.

The brief resume and other details of Director seeking re-appointment as required underRegulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are given in the Notice of the ensuing Annual General Meeting which isbeing sent to the shareholders along with Annual Report.


Shri Y.S. Lodha Manager & Chief Executive Offi cer Shri Pankaj Gupta ChiefFinancial Offi cer and Shri Om Prakash Pandey Company Secretary are the key managerialpersonnel of the Company. Shri Sanjay Kumar who was appointed as Chief Financial Offi cerof the Company no longer in the services of the Company with effect from 23rd August2016. Shri Pankaj Gupta has been appointed as Chief Financial Offi cer of the Company witheffect from 2nd December 2016.


All Independent Directors of your Company viz. Shri S.S. Kothari Shri S.C. Jain ShriDinesh Chanda and Dr. Kavita A. Sharma have individually and severally given a declarationpursuant to Section 149(7) of the Companies Act 2013 affi rming compliance to thecriteria of Independence as laid down under Section 149(6) of the Companies Act 2013.Based on the declaration(s) of Independent Directors the Board of Directors recorded itsopinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specifi ed under the governing provisions of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.


During the year under review the Board met fi ve times viz. on 18th May 2016 12thJuly 2016 11th August 2016 10th November 2016 and 9th February 2017.

As required under Section 177(8) read with Section 134(3) of the Companies Act 2013and the rules framed thereunder the composition and meetings of the Audit Committee werein line with the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 details of which alongwith composition numberof meetings of all other Board Committees held during the year under review and attendanceat the meetings are provided in the Report on Corporate Governance forming a part of theAnnual Report. During the year under review all the recommendations of the AuditCommittee were accepted by the Board of Directors.


Pursuant to the provisions of the Companies Act 2013 the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Guidance Note on Board evaluationissued by SEBI the Board of Directors of your Company carried out the formal annualevaluation of its own performance and that of its Committees and individual Directors. Theprocess was conducted by allowing the Board to engage in candid discussions with eachDirector with the underlying objective of taking best possible decisions in the interestof the Company and its stakeholders. The Directors were individually evaluated based onpersonal interaction to ascertain feedback on well defi ned parameters which interaliacomprised of level of engagement and their contribution to strategic planning and othercriteria based on performance and personal attributes of the Directors. During the processof evaluation the Board of Directors also considered the criteria for evaluation ofperformance of Independent Directors and the Board of Directors formulated by theNomination and Remuneration Committee. The Board of Directors also reviewed and discussedthe annual performance evaluation of Directors carried out by the Nomination andRemuneration Committee and review of the performance of the Chairman (taking into accountthe views of non-executive directors) the Non-independent Directors and the Board as awhole carried out by the Independent Directors. A statement indicating the manner inwhich formal annual evaluation has been made by the Board of Directors is given in theReport on Corporate Governance which forms a part of the Annual Report.


The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee (NRC) has adopted a terms of reference which interalia deals withthe criteria for identifi cation of members of the Board of Directors andselection/appointment of the Key Managerial Personnel/Senior Management Personnel of theCompany. The NRC recommends appointment of Director based on their qualifi cationsexpertise positive attributes and independence in accordance with prescribed provisionsof the Companies Act 2013 and rules framed thereunder and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The NRC in addition to ensuring diversityof race and gender also considers the impact the appointee would have on Board's balanceof professional experience background view points skills and areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee has also adopted the Remuneration Policy for the members of theBoard key managerial personnel and senior management personnel. The guiding principles ofthe Remuneration Policy are stated in the Report on Corporate Governance which forms apart of the Annual Report.


In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a Vigil Mechanism which includes implementation of the Whistle BlowerPolicy to deal with instances of fraud and mis-management if any and conducting businesswith integrity including in accordance with all applicable laws and regulations. Noemployee has been denied access to the Vigilance Offi cer as well as Chairman of the AuditCommittee. The details of the Vigil Mechanism and Whistle Blower Policy are explained inthe Corporate Governance Report and also posted on the website of the Company.


Messrs V. Sankar Aiyar & Co. Chartered Accountants (Registration No.109208W) wereappointed as Auditors to hold offi ce until the conclusion of the ensuing Annual GeneralMeeting of the Company. Since Messrs V. Sankar Aiyar & Co. Chartered Accountants hasbeen functioning as Auditors of the Company since last fi ve consecutive years the Boardof Directors unanimously agreeing to the recommendation of the Audit Committee furtherrecommends re-appointment of Messrs V.Sankar Aiyar & Co. as Auditors of the Companyfor another term of 5 (fi ve) years from the conclusion of the ensuing Annual GeneralMeeting (72nd AGM) till the conclusion of Seventy Seventh Annual General Meeting (77thAGM) subject to ratifi cation by shareholders in every Annual General Meeting which isin accordance with the provisions of Section 139 read together with other provisions ofChapter X of the Companies Act 2013 and the Rules made thereunder. A certifi cate hasbeen received from them to the effect that their re-appointment as Auditors if madewould be in accordance to the provisions of Section 139 and 141 of the Companies Act 2013and rules framed thereunder.

The Board of Directors has re-appointed Messrs D. Sabyasachi & Co. CostAccountants (Registration No. 000369) as Cost Auditors for conducting the audit of thecost accounting records maintained by the Company in respect of specifi ed products of theCompany covered under the Companies (Cost Records and Audit) Rules 2014 and fi xed theirremuneration plus applicable taxes thereon and reimbursement of out of pocket expensesbased on the recommendation of the Audit Committee. The remuneration plus applicable taxesthereon and reimbursement of out of pocket expenses to be paid to the Cost Auditors issubject to ratifi cation by the shareholders in the ensuing Annual General Meeting of theCompany.


The Auditors' Report on the fi nancial statements of the Company form a part of theAnnual Report. There is no qualifi cation reservation adverse remark disclaimer ormodifi ed opinion in the Auditors' Report which calls for any further comments orexplanations. Further during the year under review the Auditors have not reported anymatter under Section 143(12) of the Companies Act 2013 therefore no detail is requiredto be disclosed in pursuance to Section 134(3)(ca) of the Companies Act 2013.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Messrs R.K. Mishra& Associates Company Secretaries (PCS Registration No.14474) were appointed toundertake the Secretarial Audit of the Company for the year ended 31st March 2017. TheReport of the Secretarial Auditor is given in Annexure -II which is attached hereto andforms a part of the Directors' Report. No qualifi cation or observation or other remarkshave been made by Messrs R.K. Mishra & Associates in the Secretarial Audit Reportwhich calls for any comments or explanations.


All related party transactions that were entered into by the Company during the financial year under review were on an arm's length basis and in the ordinary course ofbusiness and that the provisions of Section 188 of the Companies Act 2013 and the Rulesmade thereunder are not attracted. Thus disclosure in Form AOC-2 in terms of Section 134of the Companies Act 2013 is not required. There are no material signifi cant relatedparty transactions entered into by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential confl ict with theinterest of the Company at large. Further none of the Directors has any pecuniaryrelationship or transactions vis--vis the Company.

All related party transactions are placed before the meeting(s) of Audit Committee forits approval. Prior omnibus approval of the Audit Committee is obtained on an annualbasis for a fi nancial year for the transactions which are of a foreseen and repetitivein nature. The statement giving details of all related party transactions entered intopursuant to the omnibus approval together with relevant documents/ information are placedbefore the Audit Committee for review and updation on quarterly basis. The Company'sPolicy on materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board of Directors is uploaded on the Company's websiteand the same can be accessed at weblink


Your Company has an associate company viz. Vindhya Telelinks Limited and a jointventure company viz. Birla Furukawa Fibre Optics Private Limited. Vindhya TelelinksLimited an associate company is engaged in the business of manufacturing and sales ofTelecommunication Cables other types of wires and cables FRP rods/Glass rovings etc.and Engineering Procurement and Construction (EPC) business. Birla Furukawa Fibre OpticsPrivate Limited joint venture company established in pursuance to a Joint VentureAgreement entered into between your Company and Furukawa Electric Co. Ltd. Japan andengaged in the business of manufacturing and sales of telecommunication grade OpticalFibres. Both Vindhya Telelinks Limited an associate company and Birla Furukawa FibreOptics Private Limited joint venture company have achieved sustained growth in businesswith improved fi nancial performance during the year under review.

Birla Cable Limited (formerly Birla Ericsson Optical Limited) ceased to be an associateand joint venture company with effect from 24th August 2016 upon termination of JointVenture Agreement entered into by your Company along with Vindhya Telelinks Limited andEricsson Cable AB Sweden followed by the divestment of the entire shareholding of theoverseas co-promoter Ericsson Cables AB Sweden in favour of Indian co-promoters.

A Statement containing the salient features of the fi nancial statements of anassociate company and joint venture company as prescribed under the fi rst proviso tosub-section (3) of section 129 of the Companies Act 2013 read with rule 5 of theCompanies (Accounts) Rules 2014 is attached and forms a part of the Annual Report.

A report on the performance of fi nancial position of an associate company and a jointventure company as per the provisions of the Companies Act 2013 is provided as part ofthe consolidated fi nancial statements and hence not repeated herein for the sake ofbrevity.


In accordance with the applicable provisions of the Companies Act 2013 and the rulesmade thereunder read with Accounting Standard (AS)-21 "Consolidated FinancialStatements" Accounting Standard (AS)-27 "Financial Reporting of Interests inJoint Venture" and Accounting Standard (AS)-23 "Accounting for Investments inAssociates in Consolidated Financial Statements" the audited Consolidated FinancialStatements of the Company as of and for the year ended 31st March 2017 forms a part ofthe Annual Report.


The particulars of Loans Guarantees and Investments in pursuance to Section 186 of theCompanies Act 2013 have been disclosed in the fi nancial statements read together withNotes annexed and forming an integral part of the fi nancial statements.


As required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thedisclosure of Remuneration and such other details as prescribed therein are given inAnnexure -III which is attached hereto and forms a part of the Directors' Report.


The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not applicable as none of the employees during the year under review was inreceipt of remuneration as specifi ed under the said Rule.


An Extract of Annual Return as per Section 92(3) of the Companies Act 2013 is given inAnnexure-IV which is attached hereto and forms a part of the Directors' Report.


As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the information on Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are given in Annexure-V which isattached hereto and forms a part of the Directors' Report.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions or events on these items during the yearunder review: (a) The Company has neither issued shares with differential rights as todividend voting or otherwise nor has granted stock options or sweat equity under anyscheme. Further none of the Directors of the Company holds investments convertible intoequity shares of the Company as on 31st March 2017.

(b) No signifi cant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status of the Company and its operations infuture.

(c) The Company has zero tolerance towards sexual harassment at workplace and hasadopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder. During theyear under review there were no cases fi led or reported pursuant to the provisions ofthe said Act.

(d) There are no material changes and commitments affecting the fi nancial position ofthe Company which have occurred between the end of the fi nancial year of the Company towhich the fi nancial statements relate and the date of the Directors' Report.

(e) No frauds were reported by Auditors in terms of Section 143(2) of the CompaniesAct 2013 and rules if any made thereunder.


The Board desires to place on record its grateful appreciation for the excellentassistance and co-operation received from the State Government and continued supportextended to the Company by the bankers investors suppliers esteemed customers and otherbusiness associates. Your Directors also wish to place on record their deep sense ofappreciation to all the employees of the Company for their unstinted commitment andcontinued contribution in the performance of the Company.

Yours faithfully
Harsh V. Lodha


(DIN: 00394094)
S.S. Kothari
(DIN: 00005428)
S.C. Jain
(DIN: 00194087)
Dinesh Chanda


(DIN: 00939978)
B.R. Nahar
(DIN: 00049895)
Kavita A. Sharma
(DIN: 07080946)


New Delhi
15th May 2017