The members of M/s. CUBEX TUBINGS LIMITED
The directors have pleasure in presenting the 40th Annual Report of theCompany together with the audited accounts for the year ended 31st March 2019.
| || ||(in Lakhs) |
| ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|Income from operations ||7485.30 ||5095.86 |
|Other Income ||199.28 ||248.97 |
|Total Expenditure ||7429.36 ||5124.16 |
|Interest & Bank Charges ||50.35 ||31.11 |
|Depreciation & Amortization of Exp. ||134.95 ||140.80 |
|Provision for Tax ||4.05 ||10.46 |
|Net Profit ||65.87 ||38.29 |
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 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. 7684.58 lakhs for 2018-19 ascompared to Rs. 5344.83 lakhs for 2017-18 and the company posted a net profit of Rs.65.87 lakhs for 2018-19 as compared to Rs. 38.29 lakhs for 2017-18.
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 2019 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 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.
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
The provisions of Section 139(2) of the Companies Act 2013 and the Rules madethere-under mandated the Company to rotate its Statutory Auditors and Board of Directorsof the Company (on recommendation of Audit Committee) in its meeting held on 1st September2017 has (which was ratified by the shareholders in the Annual General meeting to heldon 29th September 2017) approved the appointment of M/s. P C N & Associates. (FRN:016016S) (formerly M/s. Chandra Babu Naidu & Co.) Chartered Accountants as theStatutory Auditors of the Company for a period of Five Years.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 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 2018-2019.
The dates on which the above Board meetings were held are as follows;
30th May 2018 14th August 2018 5th October 2018 13thNovember 2018 and 14th February 2019.
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 March2019 and of the profit and loss of the company for that period; c. That the directors havetaken proper 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 2019 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 has formulateda programme 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 and Mr. Ankit Choudhary CompanySecretary & Compliance officer of the Company are the Key Managerial Personnel of theCompany 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
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 by the Board. None of the Directors has anypecuniary relationships or transactions vis--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 the 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 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 Board's Report.
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 Board's 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 |
| ||P.R.BHANDARI VIRENDRA BHANDARI |
| ||Managing Director Executive Director |
|PLACE: Hyderabad. ||Siva Prasad Sarva |
|DATE: 13.08.2019 ||Chief Financial Officer |