For the Financial Year ended on 31st March 2018.
TO THE MEMBERS OF
ULTRACAB (INDIA) LIMITED
The Directors have pleasure in presenting the 11th Annual Report along with the auditedfinancial statements ended March 31 2018.
The Company's Financial Performance for the year ended March 31 2018 is summarizedbelow:
|Particulars ||2017-2018 ||2016-2017 |
| ||(Amt. in Rs ) ||(Amt. in Rs ) |
|Revenue from Operations ||4923.51 ||3385.70 |
|Other Income ||8.12 ||24.07 |
|Total Income ||4931.63 ||3909.76 |
|EBITDA ||413.63 ||329.25 |
|Less: Finance Cost ||218.91 ||221.10 |
|Less: Depreciation & Amortisation Expenses ||84.10 ||64.53 |
|Profit Before Tax ||110.62 ||43.62 |
|Tax Expenses ||35.14 ||13.04 |
|Profit After Tax (PAT) ||75.48 ||30.58 |
|Other Comprehensive Income (Net of tax) ||0 ||0 |
|Total Comprehensive Income after tax ||75.48 ||30.58 |
|Earnings per equity share || || |
|a. Basic ||0.59 ||0.28 |
|b. Diluted ||0.59 ||0.28 |
Your Directors are pleased to report that for the year under review your Company hastotal revenue during the financial 2017-18 at Rs 4931.63 Lakh as compared to last year (Rs 3385.70 Lakh in 2016-17) while the Profit after tax (PAT) for the year was Rs 75.48Lakh as compared to the Profit after Tax (PAT) of Rs 30.58 Lakh in 2016-17.
The Authorised Share Capital of the Company is Rs 150000000/- (Rupees Fifteen Crore)divided into 15000000 (One Crore Fifty Lac) Equity shares of Rs 10/-The Paid Up EquityShare Capital as at March 31 2018 was Rs 127230000/- divided into 12723000 EquityShares having value of Rs 10/- each fully paid up. During the year under review theCompany has not issued any shares with differential voting rights nor granted any employeestock options and sweat equity.
During the year Company was declared and paid an Interim Dividend @ 1% on the equityshare of 12723000 carrying face value of Rs 10/- each (i.e. 10/- paisa per EquityShare) amounting to Rs 1272300/-
Further Your Directors have pleasure in recommending for approval of the Members atits 11th Annual General Meeting a Final Dividend @ 1% on the equity share of 12723000carrying face value of Rs 10/- each (i.e. 10/- paisa per Equity Share) amounting to Rs1272300/- for the year ended March 31 2018. If approved at the forthcoming AnnualGeneral Meeting.
The Company does not have any subsidiary or associate companies.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as "AnnexureA" and forms an Integral part of the Report.
Your Company has not accepted any deposits from the public within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
Employee Stock Option Scheme
Under the "ESOP Scheme 2016" Company received an approval to grant an optionof total 450000 equity shares to the eligible employees of the company. During the yearoptions granted to the eligible employees of the company but not exercise by eligibleemployees after competition of one year from option granted.
BOARD OF DIRECTORS
Re-appointment of Director
As per the provisions of the Companies Act 2013 Mrs. Sangeetaben NiteshbhaiVaghasiya Director (DIN:06910845) retires by rotation at the ensuing 11th AGM and beingeligible offers herself for re-appointment. The Board recommends the reappointment of Mrs.Sangeetaben Niteshbhai Vaghasiya Director of the company.
The Board of Directors on recommendation of the Nomination and Remuneration Committeehas approved the reappointment of Mr. Nitesh Vaghasiya as Chairman cum Managing Directorfor a period of 3 years with effect from April 1 2019 to March 31 2022 subject toapproval of the members at the ensuing Annual General Meeting.
In terms of the definitionof Independence' of Directors as prescribed underClause 16(1)(b) of SEBI (listing Obligation and Disclosure Requirement) Regulation 2015entered with Stock Exchanges and Section 149(6) of the Companies Act 2013. Company hasobtained declaration from independent directors as per above Regulations. The followingIndependent Directors were appointed for a period of 5 years with effect from 9th August2014:-
1. Mr. Kanjibhai G. Patel
2. Mr. Jayshankarbhai B. Dave
3. Mr. Bipinchandra M. Sangani
Key Managerial Personnel
Our Company is managed by our Board of Directors assisted by qualified professionalswho are permanent employees of our company below are the details of the Key Managerialpersonnel of our company:
Mr. Diljeet Bhatti
Diljeet Bhatti aged 46 years is Chief Financial Officer of our company. He has anexperience of 28 years in the field of accounts excise and export. He has joined ourcompany on January 01 2009. Mr. Diljeet Bhatti was initially appointed as a senioraccountant and has been promoted to the post of CFO on August 9 2014.
Mr. Mayur Gangani
Mayur Gangani aged 32 years is a Company Secretary and Compliance Officer of ourcompany. He is an associate member of an ICSI. He has joined our company on August 14th2014. He has more than 9 years of experience in secretarial matters.
Committees of the Board
The Company has constituted various committees. Following committees has beenestablished as a part of the best corporate governance practices and are in compliancewith the requirements of the relevant provisions of Companies Act2013 and SEBI (LODR)Regulation2015:
1) Audit Committee
2) Shareholder and Investor Grievance Committee
3) Nomination and Remuneration Committee
A detailed note on the board and its committees is provided in the Corporate GovernanceReport forming part of this Annual Report.
Pursuant to the section 134 (p) of Companies Act 2013 read with Rule 8 (4) ofCompanies Accounts Rules 2014 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the BoardCommittees.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremunerations provided in Section 178(3) of the Companies Act 2013 The RemunerationPolicy is stated in the Corporate Governance Report.
During the year 5 (Five) Board Meetings were convened and held. The details of whichare given in the Corporate Governance Report. The maximum interval between any twomeetings did not exceed 120 days as prescribed in the Companies Act 2013.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of this Annual Report.
Internal Financial Control Systems and their Adequacy
The Company has proper and adequate system of internal control to ensure that allassets are safeguarded and protected against loss from unauthorized use or disposition andthat transaction are authorized recorded and reported correctly.
The Company has effective system in place for achieving efficiency in operationsoptimum and effective utilization of resources monitoring thereof and compliance withapplicable laws.
(A) Statutory Auditors
M/s. Bhavin Associates Chartered Accountants (FRN: 101383W) were appointed as aStatutory Auditors of the Company to hold office till the conclusion of the 15th AGM to beheld in the year 2022 are recommended for ratification of appointment for the FinancialYear 2018-19. As required under the provisions of Section 139 of the Companies Act 2013the Company has obtained written confirmation from M/s. Bhavin Associates that theirfinancial year 2018-19 would be in conformity with the limits specified in the saidSection The Report given by M/s Bhavin Associates Chartered Accountants on the financialstatements of the Company for the financial year 2017-2018 is a part of the Annual Report.There has been no qualification reservation or adverse remark or disclaimer in theirReport.
(B) Secretarial Auditors and Secretarial Audit Report
Pursuant to Section 204 of the Companies Act 2013 The Board has appointed M/s PiyushJethva Practising Company Secretary Rajkot to conduct Secretarial Audit for thefinancial year 2017-18. The Company provided all assistance and facilities to theSecretarial Auditor for conducting their audit. The Secretarial Audit Report for thefinancial year ended March 31 2018 is annexed herewith marked as Annexure B tothis Report.
(C) Internal Auditor
Pursuant to Section 138 of the Companies Act 2013 The Company has appointed aprofessional as full-time employee to act as Internal Auditor. Further due to not meetany qualified professional as per the eligibilities mentioned under the Companies Act2013 to act as Internal Auditor Company appoints an internal auditor qualified as InterCA and pursuing LLB.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not coming under the criteria as mentioned in Section 135 of theCompanies Act 2013 which specifies the requirement of forming the Corporate SocialResponsibility Committee.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialordinary course of business and on an arm's length basis. The Policy on materiality ofrelated party transactions and dealing with related party as approved by the Board andAudit committee.
Each contract or arrangements entered into by the Company with related parties referredto in sub-section (1) of section 188 of the Companies Act 2013 including certain arm'slength transactions under third proviso thereto. Your Company's Policy on related PartyTransactions as adopted by the Board can be accessed on the company's website.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires per-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.
DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT
This is to inform that the Company has adopted a Code of Conduct for its employeesincluding the Directors. We confirm that the Company has in respect of the financial yearended 31st March 2018 received from the senior management team of the Company and theMembers of the Board a declaration of compliance with the Code of Conduct.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act2013 read with Companies (Meetings of Board And Its Powers ) Rule 2014 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasadopted a Whistle Blower Policy to provide a mechanism to its directors employees andother stakeholders to raise concerns violation of legal or regulatory requirementsmisrepresentation of any financial statement and to report actual or suspected fraud orviolation of the Code of Conduct of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Work Place (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. The Company affirms that during the year under review nocomplaints were received by the Committee for redressal.
PARTICULARS OF EMPLOYEES
The information pertaining to Section 197(12) read with Rule 5(1) of the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as AnnexureC
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) Conservation of energy:
(i) Steps taken or impact on conservation of energy utilizing alternate sources ofenergy and capital investments on energy conservation equipment :
Installation of energy efficient LED Panel and Tube Lights LED street lights and highbay lights.
Replacing of old Transformers with more energy efficient and having facility of Autotap changing which gives linear voltage supply to reduce energy consumption and losses.
Improved preventive maintenance of machines to reduce energy loss.
Utilized 125 KVA Generator as alternate source of Energy.
(B) Technology absorption:
(i) Following new cables have been designed developed and type approvalsobtained/successfully launched in the market:
New Range of Automotive Wires developed for Higher Temperature application
Developed Elevator and Crane Application Cables
Developed PV Solar Cables for solar energy systems.
(ii) the benefits derived like product improvement cost reduction productdevelopment:
The aforesaid newly developed products have been introduced in the market andgive significant benefits in terms of quality better performance of the end-userapplication and import substitution.
(iii) Imported technology (imported during the last 5 years reckoned from the beginningof the financial year):
a) Technology Imported: Printer for Cable Labelling
b) Year of Import: 2017
c) Has technology been fully absorbed? : Yes
d) If not fully absorbed areas where this has not taken place reasons therefore andfuture plans of action: Not applicable
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows as follows:
i) Earnings by way of Exports : Rs 74.71 Lakh
ii) Outgo by way of Imports : Rs 4.11 Lakh
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments which has occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of thereport.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations.
AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS
The Board of Directors of the Company has affirmed with the compliances of SecretarialStandards issued by Institute of Company Secretaries of India.
The Company's Shares are listed on BSE Limited at Mumbai
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:
a) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the profit ofthe Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern' basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors would like to express their sincere appreciation to the company'sShareholders Vendors and Stakeholders including Banks Government authorities otherbusiness associates who have extended their valuable sustained support and encouragementduring the year under review. Your Directors also wish to place on record theirappreciation for the hard work solidarity cooperation and support of employees at alllevels.
| ||For and on behalf of the Board of Directors |
| ||Ultracab (India) Limited |
| ||Sd/- |
| ||Nitesh P. Vaghasiya |
| ||Chairman & Managing Director |
| ||(DIN No: 01899455) |
|Date: 8th August 2018 || |
|Place: Rajkot. || |