You are here » Home » Companies » Company Overview » UB Engineering Ltd

UB Engineering Ltd.

BSE: 509992 Sector: Engineering
NSE: UBENGG ISIN Code: INE328C01013
BSE 00:00 | 02 Mar UB Engineering Ltd
NSE 05:30 | 01 Jan UB Engineering Ltd
OPEN 6.28
PREVIOUS CLOSE 6.94
VOLUME 3599
52-Week high 6.94
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.28
CLOSE 6.94
VOLUME 3599
52-Week high 6.94
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

UB Engineering Ltd. (UBENGG) - Director Report

Company director report

To

The Members

Your Directors present the Annual Report of your Company together with the AuditedAccounts for the year ended March 31 2016.

(Rs. Million)
Financial Results 2015-16 2014-15
Turnover 783.63 1183.62
(Loss) / Profit before interest
depreciation amortization and tax (1082.67) (1141.14)
Less Finance cost 516.74 388.54
Less Depreciation and amortization 82.91 86.15
Less provision for taxation NIL NIL
(Loss) / profit after taxation for the
year carried to balance sheet (1682.32) (1615.83)

DIVIDEND

In view of the loss for the year your Directors are unable to recommend any Dividendfor the year ended March 31 2016.

PERFORMANCE OF THE COMPANY

During the year under review the Turnover of the Company reduced to Rs.783.63 Millionfrom Rs.1183.62 Million. The operations continued to be adversely affected bynon-availability of credit limits from Banks and thus leading to lack of working capitaland delay in completion of projects. Company is exploring the possibilities for freshorders with sub-contract arrangement. Consequent to accumulated losses for the financialyear ended 31st March 2014 reference was made to Board for IndustrialFinancial Reconstruction (BIFR) which was subsequently registered with them and theOperating Agency is to be appointed. The company is making all out efforts to realizeoverdue accounts and Retention monies. Further discussion with prospective investors/Banksis in process and if successful will improve the cash flow. The company is contesting theaction initiated by the Consortium Banks with appropriate authorities.

SUBSIDIARY COMPANIES

In accordance with the General circular issued by the Ministry of Corporate Affairs andSection 136 of the Companies Act 2013 Annual Report of subsidiary companies viz. UBInfrastructure Limited Bhopal-Berasia-Sironj Highway Private Limited and Sendhwa-KhetiaRoad Development Company Private Limited are not attached with this Annual Report. Howeverthe Report on performance and financial position of subsidiary companies in the prescribedform AOC-1 is annexed to this report as Annexure-A.

UB Infrastructure Limited a wholly owned subsidiary is under liquidation with effectfrom 21st November 2014 in terms of order passed by the Honorable High CourtMumbai and hence consolidation of financial statements of the company and its fellowsubsidiaries are not necessary. The Annual Accounts of the subsidiary companies and therelated information will be made available to the members of the Company upon request andwill be kept open for inspection by any member at the Registered Office of the Companyduring business hours.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.M.S.Reddy Non-executive Independent Director resigned w.e.f.5th April2016.

Ms. Tushita Patel Director retires by rotation and being eligible offers herself forreappointment as a Director liable to retire by rotation.

Mr. J.K. Sardana was reappointed as Managing Director with effect from May 30 2016for a period of one year on the same terms and conditions as approved by the members inthe previous Annual General Meeting held on December 22 2015. The reappointment andremuneration of Mr.J.K.Sardana as Managing Director are subject to approval of themembers and Central Government.

A brief resume of the Directors proposed to be appointed / re-appointed is given in theAnnexure to the Notice.

The Company is in process of appointment of additional directors to comply with minimumstrength of the Board and key managerial personnel i.e. Chief Financial Officer andCompany Secretary.

DIRECTOR'S RESPONSIBILITY STATEMENT

In compliance with Section 134 (5) of the Companies Act 2013 the Directors statethat:

(a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures; (b)accounting policies have been selected and applied consistently and the judgments andestimates made are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at the end of the financial year and of the loss of theCompany for the year;

(c) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for prevention and detection of fraud and otherirregularities;

(d) the annual accounts have been prepared on a going concern basis (refer financialnote No.21);

(e) internal financial controls have been laid down to be followed by the Company. Inthe absence of a CFO the Managing Director exercises both operational management andfinancial affairs of the Company with the guidance of Group CFO if and when so required.

(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

AUDITORS

In the last Annual General Meeting (AGM) held on December 26 2014 Messrs. V. P. Mehta& Company Chartered Accountants have been appointed Statutory Auditors of theCompany for a period of 3 years. Ratification of appointment of Statutory Auditors isbeing sought from the Members of the Company at this AGM. Further the Statutory Auditorshave under Section 139(1) of the Act and the Rules framed thereunder furnished acertificate of their eligibility and consent for appointment.

With regard to the observations of the Statutory Auditors in their report the relevantNotes in Notes to Accounts are self-explanatory besides observations in the DirectorsReport supra.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to erstwhile Clause 49 of the Listing Agreement with the Stock Exchanges andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 a report on Corporate Governance and Management Discussion and AnalysisReport is attached to this Annual Report.

DISCLOSURES

Board and its Committees

The details of the composition of the Board / committees and Meetings of the Board aregiven in the Report on Corporate Governance.

Internal Financial Controls

The Company is in process of establishment of adequate internal financial controls. Thereport of the Statutory Auditors in this regard forms part of this report.

Risk Management

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives through the Audit Committee andInternal Auditors comprising of external firm of Chartered Accountants. The Company isexposed to various legal disputes which are handled by expert legal advisors inconsultation with the Managing Director.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOREMPLOYEES

The Board on the recommendation of the Nomination and Remuneration Committee has laiddown a policy for appointment of Directors and remuneration for the Directors KeyManagerial Personnel and Senior Employees. The same is enclosed as Annexure-B tothis Report. However no Chief Financial Officer and Company Secretary were appointedduring the year.

PERFORMANCE EVALUATION OF THE BOARD AND COMMITTEES

The details of annual evaluation made by the Board of its own performance and that ofits Committees and Individual Directors and performance criteria for Independent Directorslaid down by the Nomination and Remuneration Committees are enclosed as Annexure-C tothis Report.

VIGIL MECHANISM

The Company has implemented a vigil mechanism to provide a framework for the Company semployees and Directors to promote responsible and secure whistle blowing. It protects theemployees who raise concern about serious irregularities within the Company. A briefsummary of the vigil mechanism implemented by the Company is annexed under Annexure-D tothis Report. This policy is available on the website of the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and Employees as requiredunder Section 197 of Companies Act 2013 and Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure-E tothis Report. Details of employee remuneration as required under provisions of Section 197of Companies Act 2013 and Rule 5(2) and Rule 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available at the Registered Officeof the Company during working hours before 21 days of the Annual General Meeting and shallbe made available to any shareholder on request.

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a Corporate Social Responsibility Committee (CSR) foroverseeing CSR activities. In view of the accumulated losses there was no necessity forCSR spending during the year under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT -9 is annexedherewith as Annexure-F.

LISTING OF SHARES OF THE COMPANY

Your Company s Equity shares are listed on the BSE Limited (formerly Bombay StockExchange Limited) and National Stock Exchange of India Limited.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review there were no material significant Related PartyTransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large.

The Company has adopted a Related Party Transaction Policy which is uploaded on theCompany s website. None of the Directors have any material pecuniary relationships ortransactions vis--vis the Company.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continued supportfrom Banks and

Financial Institutions Share-holders customers suppliers the Group companiesbusiness associates and

By Order of the Board
J.K. Sardana
Managing Director
DIN 02222792
Place : Pune
Date : November 8 2016