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UBE Industries Ltd.

BSE: 523868 Sector: Engineering
NSE: WELDFLUX ISIN Code: N.A.
BSE 05:30 | 01 Jan UBE Industries Ltd
NSE 05:30 | 01 Jan UBE Industries Ltd

UBE Industries Ltd. (WELDFLUX) - Director Report

Company director report

PART I - PERFORMANCE / OPERATIONS:

The Directors hereby present the Annual Report of the Company together with the auditedFinancial Statements for the year ended March 31 2022.

FINANCIAL RESULTS

As there is no revenue generation this year there are no financial results FUTUREOUTLOOK

With the increase in number of vehicles a billions globally today the Parking Industryneeds efficient and smarter parking operations. According to new analysis the world wideparking industry is expected to attract $200- $250 million of strategic investment overnext 3-5 years.

INFRASTRUCTURE DEVELOPMENT DIVISION (ESTATES & BUILDINGS)

INFRASTRUCTURE DEVELOPMENT DIVISION (ESTATES & BUILDINGS) of your company istargeting to development & setting up of Infrastructure projects in the segments ofIndustrial Estates Commercial Complexes Housing Complexes Sports Infrastructure ArtsInfra Structure Agricultural Infrastructure and others.

The Infrastructure Development and Construction Industry in India is the second largestafter agriculture. It accounts for about 11 % of India as GDP and contributes to thenational economy also by providing employment to large number of people. Growth driversare consequently in general the estimated urban housing shortage of 18.8 Million dwellingunits and in the rural India the shortage is estimated at 47.4 Million units in 2012.Concerning the Infrastructure In India the present level is inadequate to meet the demandof the existing urban population. Therefore a re-generation of urban areas inexisting cities and the creation of new inclusive smart cities are needed due to anincreasing population and migration from rural to urban areas. Those future cities requiresmart real estate and urban infrastructure Further also the Government pushes the growthby launching a new urban development mission to help develop 500 cities which includecities with more than 100000 and some cities of religious and tourist importance. Themission includes the support of use of private capital and expertise through PublicPrivate Partnerships (PPPs) to holster their infrastructure and services in the next 10years.

The Construction Industry in India is expected to grow at 5.6% during 2016-20 comparedto 2.9% during2011-15 The activities that registered the highest growth include exportcargo (10%) highway construction/widening (9.8%) power generation (6.6%) impart cargo(5.8%) and cargo at major parts(5.350)

India will be required to spend $ 454.8 by on infrastructure development over theperiod of five years (2015-20) with 70% of funds needed for power roads and urbanInfrastructure segments Expected cement capacity addition of 80-100 MT per annum over nextfive years.

India will become the world's third largest Construction Market by 2025 and thereby theInfrastructure Sector is a key driver for the Indian Economy. Especially the road sectorprofits from the Government's efforts and initiated policies to ensure time-bound creationof world class infrastructure in the country.

The Indian Engineering sector has witnessed a remarkable growth over the last few yearsdriven by increased investments in infrastructure and industrial production Theengineering sector being closely associated with the manufacturing andinfrastructure sectors is of strategic importance to India's economy.

India on its quest to become a global superpower has made significant strides towardsthe

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development of its engineering sector The Government of India has appointed theEngineering Export Promotion Council (EEPC)as the apex body in charge of promotion ofengineering goads products and services from India. India exports transport equipmentcapital goods other machinery/equipment and light engineering products such as castingsforgings and fasteners to various countries of the world The Indian semiconductorindustry offers high growth potential areas as the industries which source semiconductorsas inputs are themselves witnessing high demand

India became a permanent member of the Washington Accord (WA) in June 2014. The countryis now a part of an exclusive group of 17 countries who are permanent signatories of theWA an elite international agreement on engineering studies and mobility of engineers.

NOTES ON SUBSIDIARY COMPANIES

Your company has no subsidiary companies as of now; however your company is proposingto acquire the controlling equity in UBE Automotive Limited UBE Projects Limited UBETools Limited UBE Weldproducts Limited Rishab Alchem India Limited and RichweldElectrodes Limited. On acquiring controlling equity in the above companies presentbusiness of all the divisions will be transferred to respective companies through theprocess of de-merger of each division from your company according to their presentoperations at an appropriate time.

After the re-structuring and having the subsidiaries your company will be a holdingcompany to these companies and also few other companies proposed to be taken over and be amarketing company to all its subsidiaries other associated companies. Further. Yourcompany is in the process of finalizing with international companies and Indian companieswhere in the excellent products to be brought to India.

DIVIDEND

Considering the long-term interest of the Members and as a matter of prudence it isproposed to plough back profits to build up own resources your directors therefore havenot recommended payment of cash dividend for the period ended 31 March 2022.

CORPORATE SOCIAL RESPONSIBILITY

Your Company continues to accord high priority in contribution to socio economicdevelopment particularly in the areas of rural health education etc among the villages inthe vicinity of the plant.

INSURANCE

All properties and insurable intere: t of the company have been adequately insured asrequired under Public Liability Insurances Act 1991 your company has taken necessaryinsurance coverage.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A) CONSERVATION OF ENERGY

As the operations of the company have not geared up fully therefore Conservation ofEnergy is not applicable.

B) TECHNOLOGY ABSORPTION

As the operations of the company have started in a minute form therefore TechnologyAbsorption is not applicable however your company is exploring to seek the Technologyfrom Reputed Manufacturers Consultants Design and R & D firms from world over.

C) FOREIGN EXCHANGE OUT GO

As the operations of the company have not started in total therefore no earningsincluding foreign exchange or any foreign Technology Visits or purchases are made duringthe year 2021-2022 hence nothing to be reported under this heading.

HEALTH SAFETY AND ENVIORMENT

Your company continues to take care about health safety and environmentwithin and around k. INVESTMENTS

Your company has made certain investments and the same shall be reported in theforthcoming financials years as part of Balance Sheet and proposed to invest in theprojects under development by the Infrastructure Development Division as JVs/SPV which areunder progress.

RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION

Your Company has initiated to focus on Research and Development activities with specialemphasis on Engineering Products such as Welding Consumables EPC Projects (Turn KeyProjects) & Fabrication (Heavy Structural Pressure Parts Light Special PurposeMachines & Tooling Systems and Jigs & Fixtures Automotive Engineering andInfrastructure Development (Construction and Construction Related along with SpecialMaterials and Material Sciences.

Further development of the Global Scenario in the above line of activities.

LONG TERM BORROWINGS.

Your company has no Long Term Borrowings as of now.

PART II - CORPORATE MATTERS HUMAN RESOURCES.

HUMAN RESOURCES.

Your Company continues to place high value on Human Resources as one of the cornerstones for achieving the organizational vision. In line with this it is proposed theChairman's Award has to be instituted as the highest form of recognition for individualsand teams that have significantly contributed towards Your Company's long term profitablegrowth. It is proposed the individuals and the teams are assessed by an eminent jury andthe best achievements are recognized and honoured.

Your Company's proposed for initiating and developing internal leadership pipeline the"Emerging Leaders Programme" has taken off to a good start and the identifiedtalent are going through a structured development process.

Your Company has promoted purposive Industry-Institute collaborative initiativescreating a talent pool for industry with contemporary knowledge and skills.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

The board's report shall include a statement showing the name of every employee of thecompany. who-

(i) if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than sixty lakh rupees; NIL

(ii) if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than five lakhrupees per month; NIL

(iii) if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company. NIL

During the period there was no employee drawing remuneration in the above category.

During the period the company has three (Engineering Graduate trainees) one Engineerapart from Sixteen employees(by clients) however the Personnel Policy ofthe company is initiated and will be made keeping in view of one of the best human.

As of now the company has twenty employees in total including client deputed employeesA comprehensive Personnel Policy of the company is under constant revision by theRemuneration Committee keeping in view of the test human resource model.

AUDITORS

M/s. D Venugopal & Co auditors of your Company who are retiring at the ThirtySeventh General Meeting and being eligible to offer themselves for reappointment.

AUDIT COMMITTEE

Your company has constituted an Audit Committee to meet the requirements under theprovisions of Sections 177 of the Companies Act 2013 and the listing agreement with thestock exchanges. The committee is chaired by Mr Rajarapu Ramesh has taken over as theChairman of the committee who is an MBA with Finance as specialization and has 10 yearsof wide experience in the field of Finance & Marketing Services.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance Report and Management Discussions & AnalysisReport is annexed separately as part of the report.

CASH FLOW STATEMENT

A cash flow statement for the year's operation is appended.

FIXED DEPOSITS

Your company has not accepted any fixed deposits under the provisions of Section 73 ofthe Companies Act 2013 hence not applicable to the company.

INSURANCE

All properties are insurable in the interest of the company including buildingsplant and machinery and stocks have been adequately insured. As required under PublicLiability Insurance Act. 1991 your company has taken necessary insurance coverage.

DIRECTORS

Mr S Rajaneesh Chandra (02202828) and Mrs Rani Prasanna Sirimalla (02943355) byrotation and being eligible to offer themselves for reappointment.

ANCILLARY DEVELOPMENT

Your company has planned to develop ancillary companies wherein the products ofancillary Companies will be used in the products of your company.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 134 OF THE COMPANIES ACT 2013

Responsibilities in relation to financial statements:

The financial statements have been prepared in conformity in all materialrespects with the generally accepted accounting principles in India and the accountingstandards prescribed by ICAI in a consistent manner and supported by reasonable andprudent judgments and estimates. The Directors believe that the financial statementsreflect true and fair view of the financial position as on 31.03.2022.

The financial statements have been audited by M/s. D Venugopal & Co CharteredAccountants in accordance with generally accepted auditing standards which include anassessment of the systems of internal controls and tests of transactions to the extent considerednecessary by them to support their opinion.

GOING CONCERN

In the opinion of the Directors the Company's operations the main business activitiesManufacturing of Welding Consumable and Eqi ipment Design Fabrication Erection andCommissioning of Process

Plants (EPC and Heavy Fabrication) Design Manufacture Erection and Commissioning ofSpecial Purpose Machine Tools and Tooling Systems and Infrastructure Development andaccordingly it is considered appropriate to prepare the financial statements on the basisof going concern. Maintenance of accounting records and internal controls

The company has taken proper and sufficient care for the maintenance of adequateaccounting records as required by the Statute.

Directors have overall responsibility for the Company's internal control system whichis designed to provide a reasonable assurance for safeguarding of assets reliability offinancial records and for preventing and detecting fraud and other irregularities.

The system of internal control is monitored by internal audit function whichencompasses the examination and evaluation of the adequacy and effectiveness of the systemof internal control and quality of performance in carrying out assigned responsibilities.Internal Audit Department interacts with all levels of management and the StatutoryAuditors and reports significant issued to the Audit Committee of the Board.

Audit Committee supervises financial reporting process through review of accounting andreporting practices financial and accounting controls and financial statements. AuditCommittee also periodically interacts with internal and statutory auditors to ensurequality and veracity of company's accounts.

Internal Auditors and Statutory Auditors have full and free access to all theinformation and records as considered necessary to carry out their responsibilities. Allthe issues raised by them have been suitably acted upon and followed up.

ACKNOWLEDGEMENTS

Your Directors wish to thank the Central Government Government of Telangana FinancialInstitutions and the Company's Bankers for a variety of help and regular encouragement tothe company. Your Directors gratefully acknowledge the trust and confidence you asesteemed shareholders have placed in the company at all times. Your Directors also wish toplace on record their appreciation of the dedicated services rendered by all the officersstaff and workers of the company at all levels and for their unfailing loyalty and senseof belonging which constituted the hall mark of your company.

For and on behalf of the Board
Place: Hyderabad Date: 24 August 2022 Rajarapu Ramesh Director Sirimalla Rajaneesh Chandra Director

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