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Ugro Capital Ltd.

BSE: 511742 Sector: Financials
NSE: N.A. ISIN Code: INE583D01011
BSE 00:00 | 26 Mar 166.70 0.45






NSE 05:30 | 01 Jan Ugro Capital Ltd
OPEN 166.05
52-Week high 359.90
52-Week low 76.40
P/E 46.96
Mkt Cap.(Rs cr) 389
Buy Price 166.70
Buy Qty 292.00
Sell Price 175.00
Sell Qty 60.00
OPEN 166.05
CLOSE 166.25
52-Week high 359.90
52-Week low 76.40
P/E 46.96
Mkt Cap.(Rs cr) 389
Buy Price 166.70
Buy Qty 292.00
Sell Price 175.00
Sell Qty 60.00

Ugro Capital Ltd. (UGROCAPITAL) - Director Report

Company director report

The Members

Your Directors are pleased to present their Twenty Fifty Annual Report on the workingof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2018.

Current Year Previous Year
March 31 2018 March 31 2017
Profit before interest & depreciation 32245332 20170707
Interest Paid - -
Profit before Depreciation 32245332 20170707
Depreciation - -
Profit before Tax 32245332 20170707
Provision for Tax & deferred Tax Assets 2470000 445000
Profit After Tax 29793237 19725707
Balance brought forward 293569911 273365611
Transfer to Special Reserve 111643815 -
Balance Available for Appropriation 211719333 293091318
Extra Ordinary Adjustments - -
Excess / (short) Provision for Tax (17905) 478593
Adjustment for prior year - -
Balance Carried Forward 211737238 293569911


Directors have not recommended any dividend.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge confirm that –

a) in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that year;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

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


Industry Structure and development

The Non-banking Finance Companies (NBFCs) are strictly regulated by Reserve Bank ofIndia by its guidelines and notifications. NBFCs which are listed with stock exchange(s)are also subjected to stringent rules and regulations of the Securities and Exchange Boardof India and Stock Exchanges.


The Capital Market is regulated by stringent rules and regulations of the Securities& Exchange Board of India (SEBI) and the Stock Exchanges. Your Company beingregistered as Non-Banking Finance Company (NBFC) as also mainly engaged in investment inshares and securities is subjected to stringent rules and regulations prescribed by SEBIand RBI.

Performance of the Company

Capital market remained steady through out the year. This resulted in normal working ofthe Company and profit was in line with the expectation.

Total revenue including other income for the financial year ended 31st March 2018 wasRs. 351.56 lacs compared to last year (Rs.234.32 lacs in the year 2016-17). Earningsbefore interest tax depreciation and amortization (EBITDA) was Rs. 322.45 lacs asagainst Rs. 201.71 lacs a year ago. Profit after tax for the year was Rs. 297.93 lacs asagainst Rs.197.26 lacs in 2016-17.

A sum of Rs. 1116.44 lacs was transferred to Reserve Fund in terms of Section 45 IC(1)of RBI Act 1934 out of the Statement of Profit & Loss.

Material Changes and Commitment

There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.

On 31st December 2017 Poshika Advisory Services LLP and Mr. Sachindra Nathsigned a ‘Share Purchase and Transfer of Control Agreement' (SPA) with the existingPromoters of your Company to acquire Controlling Interest Pursuant to Regulations 3(1) and4 read with Regulation 15 of the SEBI (Substantial Acquisition of Shares and Takeover)Regulations 2011 the new promoters will be making open offer to acquire 351683 sharesfrom the public at Rs.129/- per share.

Your Directors are of the view that the proposed change in management will enable yourCompany to improve its working by offering various value added financial services.

Loans Guarantees and investments

The Company has not given any loan or guarantee. The Company has made investments inshares securities and bonds details of which are provided in the financial statements.

Opportunity and threats

The governments both at central and state are taking various steps to boost economy.This will encourage the healthy growth of Capital Market.

Future Outlook

The proposed change in Promoters of the Company and the proposal to infuse further fundby issuing capital on preferential basis will enable the Company to increase its businessby offering various value added financial services and in turn increased the profitabilityof the Company.

Further your Directors glad to state that effect of new tax regime viz. Good &Service Tax (GST) appears to be positive. GDP is expected to improve and expected to cross7% in coming years. Considering positive effect on economy and capital market in generalyour Directors are of the opinion that the future of your Company is well secured.

Conservation of Energy etc.

Since the Company is not engaged in any manufacturing activity information as requiredunder the provisions of Section 134 (3) (m) of the Act is not furnished. During the yearunder consideration the Company did not earn nor spend any foreign exchange.

Corporate Governance

In line with the requirement of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a separate report on Corporate Governanceis annexed which forms part of this report. A certificate of CEO and CFO of the Companyconfirming the correctness of the financial and cash flow statements adequacy of theinternal control measures and reporting of matters to the Audit Committee is also annexedand forms part this Directors' Report.

Transactions with related parties

None of the transactions with related parties falls under the scope of Section 188(1)of the Companies Act 2013. Hence information pursuant to Section 134(3) (4) of the Actread with relevant rules is not given.

Subsidiary Company

The Company does not have any subsidiary.

Consolidated Financial Statement

Since the Company does not have any subsidiary joint venture or associatesconsolidated accounts are not prepared.

Public Deposits

Your Company has not accepted any deposit from the public its shareholders oremployees during the year under review.

Directors and key managerial personnel

To comply with the provisions of the Companies Act 2013 and Articles of Association ofthe Company Mr. R.R. Chokhani shall retire by rotation in the ensuing annual generalmeeting. However being eligible he offers himself for reappointment.

During the year under review none of the non-executive directors had any pecuniaryrelationship or transactions with the Company.

Mr. Sunil Sharma is the Chief Executive Officer Mr. Manish Parikh is the Chief FinanceOfficer and Ms. Sweta V. Kumar is the Company Secretary of the Company.

Nomination & Remuneration Policy pertaining to appointment of Director and seniormanagerial personnel is annexed to this report as Annexure I.

Declaration of Independence

All the independent directors have submitted declarations as required pursuant toSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as stipulated in Section 149(6) of the Act.

Number of meeting of the Board

Seven meetings of the Board of Directors and one meeting of Independent Directors wereheld during the year under review. Corporate Governance Report which forms part of thisreport contains the details about the Board meeting as also meeting attended by eachDirectors of the Company.

Board evaluation

Pursuant to the provisions of the Act and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Board of Directors had done the annual evaluation ofits own performance its committees and individual directors. The Nomination andRemuneration Committee reviewed the performance of the individual directors on the basisof criteria such as the contribution of the individual director to the Board and committeemeetings.

In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole was evaluated taking into account theviews of non-executive directors.

Policy on appointment of directors and remuneration as provided in Section 178(3) ofthe Companies Act 2013 has been dealt with in the corporate governance report whichforms part of the Directors' Report.

Audit Committee

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

Internal Control System

There are reasonable internal control systems at all levels in the Company. The Companyhas appointed M/s. Chajjed Kedia & Associates Chartered Accountants as InternalAuditors who reports the Audit Committee.

Risk Management

The Company has Risk Management Committee. This committee is responsible for reviewingthe risk management plan and its effectiveness. The audit committee also reviews thefinancial risk and its control. The management also continuously access the risk involvedin the business and all out efforts are made to mitigate the risk with appropriate action.


Information required under Section 197 of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are appended to thisreport as Annexure II and forms part of this report.

None of the employees of the Company was in receipt of a remuneration exceeding Rs.5lakhs per month or Rs.60 lakhs per annum as required under the Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.


According to Directors there are no adverse remarks made by Statutory Auditors intheir report. Notes to the accounts are self-explanatory to comments/observation made bythe auditors in their report. Hence no separate explanation is given.

M/s. B.M. Gattani & Company Chartered Accountants who were appointed as StatutoryAuditors of the Company in the 24th Annual General Meeting to hold the officetill 29th Annual General Meeting has conveyed their decision to resign onconclusion of the ensuing 25th Annual General Meeting.

The Company has received a letter from M/s. Deloitte Haskins & Sells LLP CharteredAccountants (Firm Registration No.117366W/W-100018) confirming that they are eligiblefor appointment and have consented to act as Statutory Auditors if appointed by themembers of the Company. Your Directors propose to seek appointment of the StatutoryAuditor for a term of five years.

Members are requested to appoint Auditors and fix their remuneration.

During the year Secretarial Audit was carried out by Mr. Upendra C. Shukla PracticingCompany Secretary for the financial year 2017-18. The report on the Secretarial Audit isappended as Annexure III to this report. According to the Board of Directors thereport does not have any adverse remark.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section92(3) of the Companies Act 2013 is annexed to this report as Annexure IV and forms partof this report.

Internal Financial Controls

The Board of Directors has devised systems policies and procedures / frameworks whichare currently operational within the company for ensuring the orderly and efficientconduct of its business which includes adherence to company's policies safeguardingassets of the company prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. In line with best practices the Audit Committee and the Board reviews theseinternal controls systems to ensure they remain effective. These controls are reviewed atregular intervals.

Corporate Social Responsibility (CSR):

Brief outline on the Corporate Social Responsibility (CSR) Policy of the Company andthe initiative undertaken by the Company on CSR activities during the year are set out inthe format prescribed in the Companies (Corporate Social Responsibility Policy) Rules2014 and is annexed as Annexure V to this report. The said CSR Policy is hosted onthe Company's website.

Vigil Mechanism

The Company has a vigil mechanism policy to deal with instances of fraud andmismanagement. The whistle blower policy adopted by the Board of Directors is hosted onthe website of the Company.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143(12) of the Companies Act 2013.

Details of significant and material orders passed by the regulators or courts ortribunals

During the year under review there was no material and significant orders passed byany of the regulators or courts or tribunals impacting the going concern status and theCompany's operations.

Prevention of Sexual Harassment at Workplace

Since the Company does not have any woman employee the provisions of the SexualHarassment of Workmen at Workplace (Prevention Prohibition and Redressal) Act2013 doesnot apply.

Cautionary Statement

Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis may constitute forward looking statements within the meaning ofapplicable laws and regulations. Although the expectations are based on the reasonableassumption the actual results might differ.


The Directors wish to place on record their deep sense of appreciation to the Company'sBankers and all the staff members for their unstinted support. Your directors also wish tothank the shareholders for confidence reposed in the management of the Company.

For and on Behalf of the Board



Place: Mumbai


Date: May 29 2018 (DIN: 00613176)

"Nomination and Remuneration Policy" Annexure I


The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read with relevant rules thereto and Clause 49 ofthe Listing Agreement. The Key Objectives of the Committee are:

• To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

• To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.

• To recommend the Board on remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

• To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

• To devise a policy on Board diversity.

• To develop a succession plan for the Board and to regularly review the plan.


a) Act means the Companies Act 2013 as amended from time to time and the Rules madethereunder. b) Board means Board of Directors of the Company. c) Directors mean Directorsof the Company.

d) Key Managerial Personnel means – (i) Chief Executive Officer or the ManagingDirector or Whole-time Director or the Manager; (ii) Chief Financial Officer; (iii)Company Secretary; and (iii) such other officer as may be prescribed.

e) Senior Management means personnel of the company who are members of its coremanagement team excluding the Board of Directors including Functional Heads.


3.1 Matters to be dealt with perused and recommended to the Board by the Nominationand Remuneration Committee

3.1.1. Formulate the criteria for determining qualifications positive attributes andindependence of a director.

3.1.2. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.

3.1.3. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel. 3.2. Policy for appointment and removal of Director KMP and SeniorManagement 3.2.1. Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years; Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

3.2.2. Term / Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Whole-time Director and designate them for a term not exceeding five years ata time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's Report.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director;

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly. However if a person who has already served as an Independent Director for5 years or more in the Company as on October 1 2014 or such other date as may bedetermined by the Committee as per regulatory requirement; he/ she shall be eligible forappointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.

3.2.3. Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

3.2.4. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act and rules madethereunder.

3.2.5. Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

3.3 Policy relating to the Remuneration for the Whole-time Director KMP and SeniorManagement Personnel

3.3.1 General

a) The remuneration / compensation / commission etc. to the Managing DirectorWhole-time Director KMP and Senior Management Personnel will be determined by theCommittee and recommended to the Board for approval. The remuneration / compensation /commission payable to Managing Director Whole-time Director and Director shall be subjectto the prior/post approval of the shareholders of the Company and Central Governmentwherever required.

b) The remuneration and commission to be paid to the Managing Director Whole-timeDirector and Directors shall be in accordance with the conditions laid down in theArticles of Association of the Company and as per the provisions of the Act.

c) Increments/revision to the existing remuneration/compensation payable to ManagingDirector Whole-time Director and Directors may be recommended by the Committee to theBoard which should be within the limits approved by the Shareholders.

d) Where any insurance is taken by the Company on behalf of its Directors ChiefExecutive Officer Chief Financial Officer the Company Secretary and any other employeesfor indemnifying them against any liability the premium paid on such insurance shall notbe treated as part of the remuneration payable to any such personnel; Provided that ifsuch person is proved to be guilty the premium paid on such insurance shall be treated aspart of the remuneration.

3.3.2. Remuneration to Whole-time Managing Director Directors KMP and SeniorManagement Personnel:

a) Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board/ the Person authorized by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.

b) Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managing Director and Whole-time Director inaccordance with the provisions of Schedule V of the Act and if it is not able to complywith such provisions with the previous approval of the Central Government.

c) Provisions for excess remuneration:

If Managing Director and/or Whole-time Director draws or receives directly orindirectly by way of remuneration any such sums in excess of the limits prescribed underthe Act or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

3.3.3. Remuneration to Non- Executive / Independent Director:

a) Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Act.

b) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof; Provided that the amount of such feesshall not exceed Rs. One Lac per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.

c) Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.

d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.


4.1 The Committee shall consist of a minimum three (3) non-executive directorsmajority of them being independent. 4.2 Minimum two (2) members shall constitute a quorumfor the Committee meeting. 4.3 Membership of the Committee shall be disclosed in theAnnual Report. 4.4 Term of the Committee shall be continued unless terminated by the Boardof Directors.


5.1 Chairperson of the Committee shall be an Independent Director.

5.2 Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.

5.3 In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

5.4 Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer the shareholders'queries.


The meeting of the Committee shall be held at such regular intervals as may berequired.


7.1 A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

7.2 The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.


A) The duties of the Committee in relation to nomination matters shall include:

8.1 Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;

8.2 Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment; 8.3 Identifying and recommending Directors who are to be putforward for retirement by rotation. 8.4 Determining the appropriate size diversity andcomposition of the Board; 8.5 Setting a formal and transparent procedure for selecting newDirectors for appointment to the Board; 8.6 Developing a succession plan for the Board andSenior Management and regularly reviewing the plan;

8.7 Evaluating the performance of the Board members and Senior Management in thecontext of the Company's performance from business and compliance perspective;

8.8 Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.

8.9 Delegating any of its powers to one or more of its members or the Secretary of theCommittee; 8.10 Recommend any necessary changes to the Board; and 8.11 Considering anyother matters as may be requested by the Board. B) The duties of the Committee inrelation to remuneration matters shall include:

8.12 To consider and determine the Remuneration Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.

8.13 To approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.

8.14 To delegate any of its powers to one or more member(s) of the Committee.


Proceedings of all meetings shall be minuted and signed by the Chairman of theCommittee at the subsequent meeting. Minutes of the Committee meetings will be tabled atthe subsequent Board and Committee meeting.

For & on behalf of the Board of Directors
For Chokhani Securities Ltd
(Ramakant R Chokhani)
Place : Mumbai (CHAIRMAN)
Date : May 29 2018 (DIN: 00613176)



Details under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Rule Particulars
(1) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year None of the other Directors were in receipt of any remuneration. NIL
(2) The percentage increase in remuneration of each Director Chief Financial officer Chief Executive Officer a Mr. Sunil Sharma CEO 29 %
b Mr. Manish Parikh CFO NIL
(3) The percentage increase in the median remuneration of employees on the rolls of the Company NIL
(4) The number of permanent employees on the rolls of the Company 2
(5) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. Mr Sunil Sharma CEO Rs.s salary was increase by 29%. There is no increase in the remuneration of other managerial personnel. This is based on factors relevant for the purpose.
(6) It is hereby confirmed that the remuneration is as per the Remuneration Policy of the Company


For & on behalf of the Board of Directors
For Chokhani Securities Ltd
(Ramakant R Chokhani)
(DIN: 00613176)
Place : Mumbai
Date May 29 2018