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Kuber Udyog Ltd.

BSE: 539408 Sector: Financials
NSE: N.A. ISIN Code: INE594R01018
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NSE 05:30 | 01 Jan Kuber Udyog Ltd
OPEN 1.79
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VOLUME 1
52-Week high 14.90
52-Week low 1.71
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.79
Buy Qty 831.00
Sell Price 1.79
Sell Qty 19999.00
OPEN 1.79
CLOSE 1.79
VOLUME 1
52-Week high 14.90
52-Week low 1.71
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.79
Buy Qty 831.00
Sell Price 1.79
Sell Qty 19999.00

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 2018

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

PARTICULARS

31st March 2018

31st March 2017

Revenue from Operations

5102230

13287603

Indirect Income

3992617

3868471

Total Revenue

9094848

17156074

Other Expenses

6877062

15693426

EBITDA

2242498

1481559

Depreciation and Amortization Expense

24712

18911

EBIT

2217786

1462648

Interest and Finance Cost

-

-

EBT (before exceptional items)

2217786

1462648

Exceptional items

-

Profit before Tax

2217786

1462648

Taxes
i) Current Tax

577540

475000

ii) Deferred Tax

463

(446)

Profit (Loss) for the period

1639783

988094

2. REVIEW OF OPERATION:

During the financial year ended 31st March 2018 the Company hasrecorded revenue of Rs. 9094848/- .The Company has earned profit of Rs 1639783/-during the year as compared to profit of Rs. 988094/- in the previous financial year.The Board of Directors of the Company are exploring various business opportunities for itsfuture Development and growth of the Company.

3. DIVIDEND:

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

4. 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.

5. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2018 was Rs.34330000 /- divided into 3433000 Equity Share of Rs 10/- each. The Company hasneither issued shares with differential rights as to dividend voting or otherwise norissued shares (including sweat equity shares) to the employees or directors of thecompany under any scheme.

6. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act 2013 readwith rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended up to date is annexed.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has made Loans and has made Investments in Equity under itsOrdinary course of Business covered under the Section 186 of the Companies Act 2013. Thedetails of the Loans and investments made by Company are given in the Schedule to theBalance Sheet.

8. 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.

9. 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 Annexure in Form AOC-2 and the same formspart of this report. ANNEXURE A.

10. MEETINGS:

- Board meeting:

The Board of Directors duly meets 6 (Six) times during the financialyear from ended 31st March 2018 on 20th April 2017 30th May 2017 16th August201714th September 2017 13th December2017 & 13th February 2018.

The Composition of the Board is as under:

Directors Designation/ category of directorship
1 Mr. Chetan Shinde Executive Director & MD*
2 Mrs. Sejal Soni Non Executive Director
3 Mrs. Rashmi Jaiswal Independent Director**
4 Mr. Brijesh Shah Independent Director
5 Mrs. Namita Dalmia Independent Director

*Appointed w.e.f 16/08/2017 **Resigned w.e.f 16/08/2017

11. 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 SEBIRegulations and Section 177 of the Companies Act 2013 the Audit committee reviewsreports of the internal auditor meets statutory auditors as and when required anddiscusses their findings suggestions observations and other related matters. It alsoreviews major accounting policies followed by the Company.

The Audit Committee is duly constituted during the financial yearended on 31st March 2018 4 (four) Meetings of the Audit Committee were held i.e. on 30thMay 2017 14th September 2017 13th December2017 & 13th February 2018.

The Composition of the Audit Committee is as under:

Name of the Director Designation
1 Mr. Brijesh Shah Chairman
2 Mrs. Namita Dalmia Member
3 Mrs. Mrs. Sejal Soni Member

_ 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.

During the financial year under review the Nomination &Remuneration Committee met one times i.e on 16th August 2017 and was attended by all theMembers.

The Composition of the Committee is as under:

Name of the Director Designation
1 Mr. Brijesh Shah Chairman
2 Mrs. Sejal Soni Member
3 Mrs. Namita Dalmia Member

_ 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 is duly constituted duringthe financial year ended on 31st March 2018 the Stakeholders' Relationship Committeemeet 4 (four) times i.e. 30th May 2017 14th September 2017 13th December 2017 &13th February 2018:-

The Composition of the Committee is as under:

Name of the Director Designation
1 Mrs. Sejal Soni Chairman
2 Mr. Brijesh Shah Member
3 Mr. Chetan Shinde Member

12. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board hascarried out an evaluation of its own performance the Directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration andStakeholder's Relationship Committees.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directorsof the Company confirming that they meet with criteria of Independence as prescribed undersub-section (6) of section 149 of the Companies Act 2013.

None of the Directors of your Company is disqualified under Section 162(2) of the Companies Act 2013. As required by law this position is also reflected in theAuditors' Report.

B. APPOINTMENT OF DIRECTOR:

The Board of Directors appointed Mr. Chetan Shinde as AdditionalDirectors (Executive Director) of the Company in its meeting held on 16th August 2017.His appointment as Managing Director was approved by shareholders in the Annual GeneralMeeting held on 20th September 2017

C. CESSATION OF DIRECTORS:

During the year under review Mrs. Rashmi Jaiswal resigned from the postof Independent Director of the Company on 16th August 2017.

D. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnelof the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rulesframed there under.

(i) Mr. Chetan Shinde – Managing Director

(ii) Mr. Nikunj Chheda. – Company Secretary &Compliance Officer (iii) Mrs. Sejal Soni – Chief Financial Officer

14. SUBSIDIARIES:

Since the Company has no subsidiaries provision of Section 129 (3) ofthe Companies Act 2013 is not applicable.

15. 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 2018 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 2018 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 ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not entered into any arrangements with related partiesreferred to in Section 188(1) of the Companies Act 2013 including Rules made there under.

17. 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 ensuing Annual General Meeting (AGM) till theconclusion of 39th AGM i.e. for a period of five (05) consecutive years. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting.

However the Ministry of Corporate Affairs vide notification dated07/05/2018 notified several Sections of the Companies (Amendment) Act 2017. In view ofthe said notification the requirement of ratification of appointment of auditors underSection 139 of the Companies Act 2013 at each AGM is no 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.

18. INTERNAL AUDITORS :

The Company has re-appointed Mr. Ashvin Thumar Chartered Accountantsas internal auditor of the Company for financial year 2018-19.

19. 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.

20. 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.

21. 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 M/s. Urmila Bohra & Associates Practicing Company Secretary toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as

(Annexure-V).

22. 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

23. 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.

24. 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.

25. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosuresrequirement) Regulation 2015 report on Corporate Governance is not applicable as theCompany as the Paid Up Equity Share Capital and Net Worth of the Company is less than theprescribed limit as on the last day of the previous financial year. Therefore compliancewith the Corporate Governance Provisions as specified in the Regulations 17 to 27 andclauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C D and E of ScheduleV are not applicable to the Company.

26. MANAGEMENT DISCUSSION ANALYSIS REPORT:

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

27. 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

By Order of the Board For Kuber Udyog Limited

Sd/- Mr. Chetan Shinde Managing Director DIN: 07751759

Registered Office:

G/C-1 Trupti Apartment Ground Floor Behind Old High Court Navrangpur Ahmadabad Gujarat 380009

Date: 14.08.2018

Place: Ahmedabad