For the Financial Year ended on 31st March 2019.
TO THE MEMBERS OF ULTRACAB (INDIA) LIMITED
The Directors have pleasure in presenting the 12th Annual Report along with the AuditedFinancial Statements for the year ended March 31 2019.
The Company's Financial Performance for the year ended March 31 2019 is summarizedbelow:
|Particulars ||2018-2019 ||2017-2018 |
| ||(Rs In lakh) ||(Rs In lakh) |
|Revenue from Operations ||7321.20 ||4923.51 |
|Other Income ||33.25 ||8.12 |
|Total Income ||7354.46 ||4931.63 |
|EBITDA ||529.06 ||413.63 |
|Less: Finance Cost ||296.58 ||218.91 |
|Less: Depreciation & Amortisation Expenses ||79.93 ||84.10 |
|Profit Before Tax ||152.55 ||110.62 |
|Tax Expenses ||34.73 ||35.14 |
|Profit After Tax (PAT) ||117.82 ||75.48 |
|Other Comprehensive Income (Net of tax) ||0 ||0 |
|Total Comprehensive Income after tax ||117.82 ||75.48 |
|Earnings per equity share || || |
|a. Basic ||0.93 ||0.59 |
|b. Diluted ||0.93 ||0.59 |
Your Directors are pleased to report that for the year under review your Company hasbeen able to achieve total revenue during the financial year 2018-19 at Rs7354.46 Lakhwas higher by 49.13% over last year (Rs4931.63 Lakh in 2017-18) while the Profit after tax(PAT) for the year was Rs117.82 Lakh a recording growth of 56.09% as compared to theProfit after Tax (PAT) of Rs 75.48 Lakh in 2017-18
No amount is appropriated from Profit & Loss Account and transferred to any reserveaccount.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company during the year.
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 Equity Share Capital as at March 31 2019 was Rs 127230000/- divided into12723000 Equity Shares having value of Rs10/- each fully paid up. During the year underreview the Company has not issued any shares with differential voting rights nor grantedany employee stock options and sweat equity.
As per observation of the Board of Directors for strengthening the position of thecompany no dividend is recommended for the financial year 2018-19.
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. Further Annual Return will beuploaded on company's website www.ultracab.in/investor/corporategovernance
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 12th AGM and beingeligible offers herself for re-appointment. The Board recommends the reappointment of Mrs.Sangeetaben Niteshbhai Vaghasiya Director of the company.
The Board consider and approve by the Nomination and Remuneration Committee Mr. PankajShingala Whole-time Director (DIN:03500393) was re-appointed for further term of 5 yearsw.e.f. 01.04.2019 (Subject to approval of the members of the Company in General Meeting)on the terms and conditions of appointment and remuneration as per contained in agreementand as per the provisions of the Companies Act 2013 read with rules and regulations.
The Five Year term of office of Mr. Kanjibhai G. Patel Mr. Bipinchandra M. Sangani andMr. Jayshankarbhai B. Dave as Independent Directors of the Company expires on 09.08.2019.The Board of the Directors (Board) in the meeting held on 07.08.2019 after recommendationof the Nomination and Remuneration Committee (NRC) re-appointed them as IndependentDirectors for the second consecutive term of Five years from 09.08.2019 to consecutive 5years (Subject to approval of the members of the Company in General Meeting) except Mr.Jayshankarbhai Dave. He is over seventy years and has conveyed intentions not to seekre-appointment as Independent Director of the Company for further term due his advancedage. Accordingly the tenure of Mr. Jayshankarbhai Dave has come to end on 09.08.2019.
In terms of the definition of 'Independence' of Directors as prescribed under Clause 16(1)(b) of SEBI (listing Obligation and Disclosure Requirement) Regulation 2015 enteredwith Stock Exchanges and Section 149(6) of the Companies Act 2013. Company has obtaineddeclaration from independent directors as per above Regulations. The following IndependentDirectors were appointed for a second term period 5 years with effect from 9th August2019:1. Mr. Kanjibhai G. Patel (DIN: 06945882)
2. Mr. Bipinchandra M. Sangani (DIN: 06945854)
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. Pravin Pansuriya
Pravin Pansuriya aged 37 years is Chief Financial Officer of our company as appointedas on 10.05.2018 after resignation of Mr. Deeljit Bhatti due to his personnel reason. Mr.Pravin has an experience of more than 10 years in the field of accounting and Finance. Hewas a senior Accountant in our company since 2009. He was initially appointed as a senioraccountant and has been promoted to the post of CFO from 10.05.2018.
Mr. Mayur Gangani
Mayur Gangani aged 34 years is a Company Secretary and Compliance Officer of ourcompany. He is Fellow Member of an ICSI. He was working in our company since 2014 and hehas more than 10 years of experience in secretarial and legal 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 (3) (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 haseffective system in place for achieving efficiency in operations optimum and effectiveutilization of resources monitoring thereof and compliance with applicable laws.
(A) Statutory Auditors
M/s. Bhavin Associates Chartered Accountants (FRN: 101383W) were appointed as aStatutory Auditors of the Company for a period of 5 years to hold office till theconclusion of the 15th AGM to be held in the year 2022 are recommended for ratification ofappointment for the Financial Year 2018-19. As required under the provisions of Section139 of the Companies Act 2013 the Company has obtained written confirmation from M/s.Bhavin Associates that their appointment for the financial year 2018-19 would be inconformity with the limits specified in the said Section.
Ministry of Corporate Affairs vide the Companies (Amendment) Act 2017 notified on May7 2018 amended Section 139 of the Act which had done away with the requirement of seekingratification of Members for appointment of Auditors at every AGM. Accordingly noResolution is being proposed for ratification of appointment of Statutory Auditors at theensuing AGM.
The Report given by M/s Bhavin Associates Chartered Accountants on the financialstatements of the Company for the financial year 2018-2019 is a part of the Annual Report.There has been no qualification reservation or adverse remark or disclaimer in theirReport.
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Act and Rules framed there under.
(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 2018-19. The Company provided all assistance and facilities to theSecretarial Auditor for conducting their audit. The Secretarial Audit Report for thefinancial year ended March 31 2019 is annexed herewith marked as "AnnexureB" to this 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 LLB.
(D) Cost Audit
As per the Cost Audit Orders Cost Audit is not applicable to the Company.
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.
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".
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
AH contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The Policy on materiality of related party transactions and dealing with relatedparty as approved by the Board and Audit committee.
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto is disclosed in FormNo. AOC -2 annexed as "Annexure D" with this report. Your Company'sPolicy on related Party Transactions as adopted by the Board can be accessed on thecompany's website.
RISK MANAGEMENT POLICY
In today's economic environment Risk management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risk for the business. Company's risk management isembedded in the business processes and thereby reduces the risk to its possible extent.
The Board periodically reviews the operations of the Company and identifies the risk /potential risk if any to the Company and implement the necessary course of action(s)which the Board deems fit in the best interest of the Company. Further almost all thebusiness operations are being carried out directly under the supervision and control ofthe Managing Director leaving no scope of any fraud or irregularities.
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.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
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.
ENVIRONMENT HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean & safeoperations. The Company's policy requires conduct of operation in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
Relations with the Company's employees continue to be cordial. The Company has a goodtrack record of harmonious relations with employees and all stake holders.
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 :
Replacing of old Transformers with more energy efficient and having facility ofAuto tap changing which gives linear voltage supply to reduce energy consumption andlosses.
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 : Rs299.93 Lakh
ii) Outgo by way of Imports : Rs1.56 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(3)(c) of the Companies Act 2013 it ishereby confirmed that:
a) In the preparation of the annual accounts for the year ended March 31 2019 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 31st March 2019 and of the profitof the 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.
Details in respect of frauds reported by auditors
There were no instances of fraud reported by the auditors.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||For and on behalf of the Board of Directors |
| ||Ultracab (India) Limited |
| ||Sd/- |
| ||Nitesh P. Vaghasiya |
|Date: 20th August 2019 ||Chairman & Managing Director |
|Place: Rajkot. ||(DIN No:01899455) |