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Kuber Udyog Ltd.

BSE: 539408 Sector: Financials
NSE: N.A. ISIN Code: INE594R01018
BSE 00:00 | 31 Mar 0.71 0
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NSE 05:30 | 01 Jan Kuber Udyog Ltd
OPEN 0.74
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VOLUME 400
52-Week high 0.87
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.71
Buy Qty 1800.00
Sell Price 0.74
Sell Qty 100.00
OPEN 0.74
CLOSE 0.71
VOLUME 400
52-Week high 0.87
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.71
Buy Qty 1800.00
Sell Price 0.74
Sell Qty 100.00

Kuber Udyog Ltd. (KUBERUDYOG) - Director Report

Company director report

Dear Members

Your Directors with great pleasure present the Annual Report for theyear ended March 31 2019.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

PARTICULARS 31st March 2019 31st March 2018
Revenue from Operations 6962384 5102230
Indirect Income 4044857 3992617
Total Revenue 11007241 9094848
Total Expenses 11654487 6852350
EBITDA (647246) 2242498
Depreciation and Amortization Expense Nil 24712
EBIT (647246) 2217786
Interest and Finance Cost Nil -
EBT (before exceptional items) (647246) 2217786
Exceptional items Nil -
Profit before Tax (647246) 2217786
Taxes
i) Current Tax Nil 577540
ii) Deferred Tax (15373) 463
Profit (Loss) for the period (631873) 1639783

2. REVIEW OF OPERATION:

During the financial year ended 31st March 2019 the Company hasrecorded total revenue of Rs. 11007241/- [Rupees One Crore Ten Lakhs Seven Thousand TwoHundred and Forty One Only].The Company has occurred Loss of Rs (631873)/- [Rupees SixLaks Thirty One Thousand Eight Hundred and Seventy Three Only] during the year as comparedto profit of Rs. 1639783/- [Rupees Sixteen Lakhs Thirty Nine Thousand Seven Hundred andEighty Three Only] in the previous financial year The Board of Directors of the Company isexploring various business opportunities for its future Development and growth of theCompany.

3. TRANSFER TO RESERVES:

There are no transfers to any specific reserves during the year

4. DIVIDEND:

The Board of Directors of the Company does not recommend Dividend forthe financial year under review.

5. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

6. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2019 was Rs.34330000/- divided into 3433000 Equity Share of Rs 10/- each. The Company has neitherissued shares with differential rights as to dividend voting or otherwise nor issuedshares (including sweat equity shares) to the employees or directors of the company underany scheme.

7. CHANGE IN REGISTRAR & SHARE TRANSFER AGENT:

During the year 2018-2019 the Company has changed its Registrar &Share Transfer Agent from M/s Adroit Corporate Services Pvt Ltd. situated at 17-20Jafferbhoy Ind. Estate 1st Floor Makhwana Road Marol Naka Andheri (E) Mumbai 400059India to M/s Satellite Corporate Services Pvt Ltd.

Situated at Unit No. 49 Bldg. No. 13-A-B 2nd Floor Samhita CommercialCo-Op. Soc. Ltd. Off. Andheri Kurla Lane MTNL Lane Sakinaka Mumbai - 400072. Theshareholders of the Company are requested to take the note of the same and contact at theabove mentioned new RTA address. The contact details of our new RTA are as under: Tel :022-28520461 022-28520462 Fax No.: 022-28511809 Email: info@satellitecorporate.comWebsite: www.satellitecorporate.com

8. DELISTING OF SHARES FROM CALCUTTA STOCK EXCHANGE (CSE):

With a view to reduce administrative work and overheads it was thoughtprudent to remain listed only with one Stock Exchange having nationwide terminals.Accordingly after taking Board approval the Company had made an application fordelisting of its shares on Calcutta Stock Exchange (CSE) under Regulation 6 & 7 ofSEBI (Delisting of equity shares) Regulations 2009. The same has been approved by CSE andthe equity shares have been delisted from the CSE vide circular no. CSE/LD/14418/2018dated 21st September 2018. The Company's shares will remain listed on BSE Limited.

9. CASH FLOW & CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Listing Regulations a Cash FlowStatement is part of the Annual Report. The Company does not have any subsidiaries as on31st March 2019 and hence not required to publish Consolidated Financial Statements

10. THE CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business of the Company.

11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION &PROTECTION FUND:

There was no transfer during the year to the Investor Education andProtection Fund in terms of Section 125 of the Companies Act 2013.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE

COMPANIES ACT 2013:

The particulars of investment made under Section 186 of the CompaniesAct 2013 has been disclosed in the financial statements of the Balance Sheet. The Companyhas not given any loans or given any guarantees.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 relating toCorporate Social Responsibility are not applicable as the Company is having Net worthless than rupees Five Hundred Crore Turnover less than rupees One Thousand Crore and NetProfit less than rupees Five Crore.

14. RELATED PARTY TRANSACTIONS :

There are no materially significant related party transactions made bythe Company with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the Company at large. Information on transactionswith related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of theCompanies (Accounts) Rules 2014 are given in Form AOC-2 and the same forms part of thisreport as Annexure A.

15. Board of Directors:

The Composition of the Board is as under:

Sr. No. Directors Designation/ category of directorship
1 Mr. Chetan Dhondu Shinde Managing Director
2 Mr. Brijesh Dineshkumar Shah Independent Director
3 Ms. Sejal Soni Bharat Non-Executive Director and CFO
4 Ms. Richa Dharav Dani* Independent Director
5 Ms. Namita Dalmia# Independent Director
6 Mr. Nikunj Vasantlal Chheda Company Secretary

* Ms. Richa Dharav Dani was appointed w.e.f. 13-11-2018.

# Ms. Namita Dalmia resigned w.e.f. 13-11-2018.

• Board Meeting:

During the financial year under review Five (05) Board Meetings wereheld on the following dates: (i) 26th May 2018; (ii) 14th August 2018; (iii) 13th November2018; (iv) 13th February 2019 & (v) 30th March 2019 None of the Directors on the Boardholds the office of director in more than 20 companies or membership of committees of theBoard in more than 10 committees or chairmanship of more than 5 committees. None of theDirectors on the Board holds the office of director in more than 20 companies ormembership of committees of the Board in more than 10 committees or chairmanship of morethan 5 committees.

16. COMMITTEE MEETINGS:

• Audit Committee:

The Audit Committee of the Company is constituted in line with theprovisions of Regulation 18 of SEBI Regulations read with Section 177 of the CompaniesAct 2013. Apart from all the matters provided in Regulation 18 of SEBI Regulations andSection 177 of the Companies Act 2013 the Audit committee reviews reports of theinternal auditor meets statutory auditors as and when required and discusses theirfindings suggestions observations and other related matters. It also reviews majoraccounting policies followed by the Company. The Audit Committee is duly constitutedduring the financial year ended on 31st March 2019 4 (four) Meetings of the AuditCommittee were held i.e. on 31st March 2018 on 26th May 2018 14thAugust2018 14thNovember 2018 & 13th February2018.

The Composition of the Audit Committee is as under:

Sr. No. Name of the Director Designation
1 Mr. Brijesh Shah Chairman
2 Mrs. Richa Dani# Member
3 Mrs. Sejal Soni Member
4 Mrs. Namita Dalmia* Member

* Mrs. Namita Dalmia Resigned w.e.f. 13-11-2018.

# Mrs. Richa Dani was appointed w.e.f. 13.11.2018.

• Nomination & Remuneration Committee:

The Nomination and Remuneration Committee recommends the appointment ofDirectors and remuneration of such Directors. The level and structure of appointment andremuneration of all Key Managerial personnel and Senior Management Personnel of theCompany as per the Remuneration Policy is also overseen by this Committee. The Policy isavailable on the Company's Website: http://www.kuberudyog.com. During the financialyear under review the Nomination & Remuneration Committee met two times i.e. on 13thNovember 2018 and 30th March 2019 was attended by all the Members. The Composition of theCommittee is as under:

Sr. No. Name of the Director Designation
1 Mr.Brijesh Shah Chairman
2 Mrs. Sejal Soni Member
3 Mrs.Namita Dalmia* Member
4 Mrs. Richa Dani# Member
  • Mrs. Namita Dalmia Resigned w.e.f. 13-11-2018.

# Mrs. Richa Dani was appointed w.e.f. 13.11.2018.

• Stakeholders' Relationship Committee:

The scope of the Shareholders/ investors Grievance Committee is toreview and address the grievance of the shareholders in respect of share transferstransmission non-receipt of annual report non-receipt of dividend etc and other relatedactivities. In addition the Committee also looks into matters which can facilitate betterinvestor's services and relations. The Stakeholders' Relationship Committee isduly constituted during the financial year ended on 31st March 2019 theStakeholders' Relationship Committee meet 4 (four) times on 26th May2018 14thAugust2018 13th November 2018 & 13thFebruary2019.

The Composition of the Committee is as under:

Sr. No. Name of the Director Designation
1 Mr. Brijesh Shahb> Chairman
2 Mrs. Sejal Soni Member
3 Mr. Chetan Shinde Member

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Composition of the Board of Directors and KMP:

The Board of Directors and Key Managerial Personnel is dulyconstituted as on the date of this report the composition of the Board and Key ManagerialPersonnel is as mentioned below:

Sr. No. Directors Designation/ category of directorship
1 Mr. Chetan Dhondu Shinde Managing Director
2 Mr. Brijesh Dineshkumar Shah Independent Director
3 Ms. Sejal Soni Bharat Non-Executive Director
4 Ms. Sejal Soni Bharat Chief Financial Officer
5 Ms. Richa Dharav Dani Independent Director
6 Mr. Nikunj Vasantlal Chheda Company Secretary

(ii) Retirement by Rotation & re-appointment:

During the financial year Mr. Chetan Shinde Managing Director retiredby rotation and was reappointed by the members in the Annual General Meeting.

(iii) Changes in Composition of Board and Key Managerial Personnel:During the year:

Ms. Namita Dalmia resigned as Independent Director of the Companyw.e.f. from 13-11-2018 and Ms. Richa Dharav Dani was appointed as Additional Director[Independent Women Director] w.e.f. from 13-11-2018.

18. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company has neither any Subsidiary nor Joint Venture nor AssociateCompany. During the year under review none of the Companies have become or ceased to beCompany's Subsidiaries Joint Ventures or Associate Companies.

19. DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act2013 with respect to Directors Responsibilities Statement it is hereby confirmed:

a) That in the preparation of the annual accounts for thefinancial year ended 31st March 2019 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures.

b) That the Directors has selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit or loss of the Company for the year review.

c) That the Directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities and

d) The Directors had prepared the accounts for the financialyear ended 31st March 2019 on a going concern basis.

e) The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

f) The Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

20. ATTRIBUTES QUALIFICATIONS & INDEPENDENCE OF DIRECTORS THEIRAPPOINTMENT AND

REMUNERATION:

The Nomination & Remuneration Committee of Directors have approveda Policy for Selection Appointment and Remuneration of Directors which inter-aliarequires that composition of remuneration is reasonable and sufficient to attract retainand motivate Directors KMP and senior management employees and the Directors appointedshall be of high integrity with relevant expertise and experience so as to have diverseBoard and the Policy also lays down the positive attributes/criteria while recommendingthe candidature for the appointment as Director.

21. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five yearsand are not liable to retire by rotation. The Independent Directors have submitted theirdisclosure to the board that they fulfill all the requirements as to qualify for theirappointment as an Independent Director under the provisions of the Companies Act 2013 aswell as SEBI (LODR) Regulations 2015.

22. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(7) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program aims to provide Independent Directors withthe pharmaceutical industry scenario the socio-economic environment in which the Companyoperates the business model the operational and financial performance of the Companysignificant developments so as to enable them to take well informed decisions in a timelymanner.

The familiarisation program also seeks to update the Directors on theroles responsibilities rights and duties under the Act and other statutes.

24. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act 2013 and Regulation 17 of theListing Regulations the performance evaluation of the Board and its Committees werecarried out during the year under review. More details on the same are given in theCorporate Governance Report.

25. AUDITORS & AUDITORS REPORT:

At the 34th Annual General Meeting held on 30/09/2016 M/s. Koshal &Associates Chartered Accountants were appointed as Statutory Auditors of the Company tohold office from the conclusion of that Annual General Meeting (AGM) till the conclusionof 39th AGM i.e. for a period of five (05) consecutive years. As per the provisions ofSection 139 of the Companies Act 2013 the appointment of Auditors is required to beratified by Members at every Annual General Meeting. However the Ministry of CorporateAffairs vide notification dated 07/05/2018 notified several Sections of the Companies(Amendment) Act 2017. In view of the said notification the requirement of ratificationof appointment of auditors under Section 139 of the Companies Act 2013 at each AGM isno longer required. The Report given by the Auditors on the financial statements of theCompany is part of the Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.

26. INTERNAL AUDITORS :

The Company has re-appointed Mr. Ashvin Thumar Chartered Accountantsas Internal Auditor of the Company for financial year 2019-20.

27. INTERNAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal systemcontrol commensurate with the size of the Company and same were operating throughout theyear. During the year under review Mr. Ashvin Thumar Chartered Accountant acted asInternal Auditor of the Company.

28. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OFPARTICULARS IN THE

REPORT OF BOARD OF DIRECTORS) RULES 1988:

Information in accordance with the provisions of Section 134 (3)(m) ofthe Act read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 regarding Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo is not applicable in case of our Company.

29. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as Annexure to the Board Report. Annexure B.

30. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Reportis annexed herewith as Annexure to the Board Report. Annexure C.

31. CORPORATE GOVERNANCE:

Provisions of Para C D and E of Schedule V of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 are not applicable to yourCompany. Hence report on Corporate Governance is not annexed.

32. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mrs. Priya Shah Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewithas Annexure D.

33. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management.The Company has set up a core group of leadership team which identifies assesses therisks and the trends exposure and potential impact analysis at different level and laysdown the procedure for minimization of risks. Risk Management forms an integral part ofManagement policy and is an ongoing process integrated with the operations. Company hasidentified various strategic operational and financial risks which may impact Companyadversely. However management believes that the mitigation plans for identified risks arein place and may not threaten the existence of the Company.

34. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability inits administrative and management practices. The Company promotes the ethical behavior inall its business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the Directors and employees of the Company toapproach Audit Committee of the Company to report existing/probable violations of lawsrules regulations or unethical conduct.

35. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF

THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAROF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: Thereare no material changes and commitments affecting the financial position of the Companyoccurred during the financial year.

36. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY'S OPERATIONS IN FUTURE:

During the year there has been no significant material orders passed bythe Regulators or Courts or Tribunals impacting the going concern status andcompany's operations in future.

37. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

Your Directors hereby confirm that the Company has complied with thenecessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 tothe extent applicable to the Company.

38. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at theworkplace and towards this end has adopted a policy in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules there under. The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 which redresses complaints received onsexual harassment. During the financial year under review the Company has not receivedany complaints of sexual harassment from any of the women employees of the Company.

39. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all theEmployees for their contribution and thanks to our valued clients Bankers andshareholders for their continued support.

Registered Office: By Order of the Board
326Third Floor Goldsouk Complex Opp For Kuber Udyog Limited
Pariseema Nr. Iscon Arcade C.G. Road
Ahmedabad- 380009
Sd/-
Mr. Chetan Shinde
Date: 14.08.2019 Managing Director
Place: Ahmedabad DIN: 06996605

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