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 Audited Financial Statements for the year ended March 31 2019.
The Company's Financial Performance for the year ended March 31 2019 is summarized below:
|(Rs In lakh)||(Rs In lakh)|
|Revenue from Operations||7321.20||4923.51|
|Less: Finance Cost||296.58||218.91|
|Less: Depreciation & Amortisation Expenses||79.93||84.10|
|Profit Before Tax||152.55||110.62|
|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|
Your Directors are pleased to report that for the year under review your Company has been able to achieve total revenue during the financial year 2018-19 at Rs7354.46 Lakh was 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 the Profit after Tax (PAT) of Rs 75.48 Lakh in 2017-18
No amount is appropriated from Profit & Loss Account and transferred to any reserve account.
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 into 12723000 Equity Shares having value of Rs10/- each fully paid up. During the year under review the Company has not issued any shares with differential voting rights nor granted any employee stock options and sweat equity.
As per observation of the Board of Directors for strengthening the position of the company 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 required under Section 92 of the Companies Act 2013 is included in this Report as Annexure A and forms an Integral part of the Report. Further Annual Return will be uploaded on company's website http://www.ultracab.in/investor/corporategovernance>www.ultracab.in/investor/corporategovernance
Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
EMPLOYEE STOCK OPTION SCHEME
Under the ESOP Scheme 2016 Company received an approval to grant an option of total 450000 equity shares to the eligible employees of the company. During the year options granted to the eligible employees of the company but not exercise by eligible employees 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 Niteshbhai Vaghasiya Director (DIN: 06910845) retires by rotation at the ensuing 12th AGM and being eligible 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. Pankaj Shingala Whole-time Director (DIN:03500393) was re-appointed for further term of 5 years w.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 agreement and 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 and Mr. 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 recommendation of the Nomination and Remuneration Committee (NRC) re-appointed them as Independent Directors for the second consecutive term of Five years from 09.08.2019 to consecutive 5 years (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 seek re-appointment as Independent Director of the Company for further term due his advanced age. 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 entered with Stock Exchanges and Section 149(6) of the Companies Act 2013. Company has obtained declaration from independent directors as per above Regulations. The following Independent Directors were appointed for a second term period 5 years with effect from 9th August 2019:1. 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 professionals who are permanent employees of our company below are the details of the Key Managerial personnel of our company:
Mr. Pravin Pansuriya
Pravin Pansuriya aged 37 years is Chief Financial Officer of our company as appointed as 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. He was a senior Accountant in our company since 2009. He was initially appointed as a senior accountant 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 our company. He is Fellow Member of an ICSI. He was working in our company since 2014 and he has more than 10 years of experience in secretarial and legal matters.
Committees of the Board
The Company has constituted various committees. Following committees has been established as a part of the best corporate governance practices and are in compliance with 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 Governance Report forming part of this Annual Report.
Pursuant to the section 134 (3) (p) of Companies Act 2013 read with Rule 8 (4) of Companies Accounts Rules 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carried out an annual performance evaluation of its own performance the Directors individually as well as the Board Committees.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning.
The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors Senior Management and their remunerations provided in Section 178(3) of the Companies Act 2013 The Remuneration Policy is stated in the Corporate Governance Report.
During the year 5 (Five) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The maximum interval between any two meetings 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 stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented 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 all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations optimum and effective utilization of resources monitoring thereof and compliance with applicable laws.
(A) Statutory Auditors
M/s. Bhavin Associates Chartered Accountants (FRN: 101383W) were appointed as a Statutory Auditors of the Company for a period of 5 years to hold office till the conclusion of the 15th AGM to be held in the year 2022 are recommended for ratification of appointment for the Financial Year 2018-19. As required under the provisions of Section 139 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 in conformity with the limits specified in the said Section.
Ministry of Corporate Affairs vide the Companies (Amendment) Act 2017 notified on May 7 2018 amended Section 139 of the Act which had done away with the requirement of seeking ratification of Members for appointment of Auditors at every AGM. Accordingly no Resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM.
The Report given by M/s Bhavin Associates Chartered Accountants on the financial statements 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 their Report.
There was no instance of fraud during the year under review which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the 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 Piyush Jethva Practising Company Secretary Rajkot to conduct Secretarial Audit for the financial year 2018-19. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended March 31 2019 is annexed herewith marked as Annexure B to this Report.
(C) Internal Auditor
Pursuant to Section 138 of the Companies Act 2013 The Company has appointed a professional as full-time employee to act as Internal Auditor. Further due to not meet any qualified professional as per the eligibilities mentioned under the Companies Act 2013 to act as Internal Auditor Company appoints an internal auditor qualified as Inter CA 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 the Companies Act 2013 which specifies the requirement of forming the Corporate Social Responsibility Committee.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 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 and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) 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 Annexure C.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
AH contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The Policy on materiality of related party transactions and dealing with related party as approved by the Board and Audit committee.
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form No. AOC -2 annexed as Annexure D with this report. Your Company's Policy on related Party Transactions as adopted by the Board can be accessed on the company'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 in respect of the events that may pose risk for the business. Company's risk management is embedded 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 the business operations are being carried out directly under the supervision and control of the 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 view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires per-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed 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 seven years. Therefore there were no funds which were required to be transferred to Investor Education 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 employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March 2018 received from the senior management team of the Company and the Members 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 Act 2013 read with Companies (Meetings of Board And Its Powers ) Rule 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors employees and other stakeholders to raise concerns violation of legal or regulatory requirements misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of 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 received regarding sexual harassment. The Company affirms that during the year under review no complaints were received by the Committee for redressal.
ENVIRONMENT HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean & safe operations. The Company's policy requires conduct of operation in such a manner so as to ensure safety of all concerned compliances environmental regulations and preservation of natural resources.
Relations with the Company's employees continue to be cordial. The Company has a good track 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 earnings and outgo are as follows:
A) Conservation of energy:
(i) Steps taken or impact on conservation of energy utilizing alternate sources of energy and capital investments on energy conservation equipment :
Replacing of old Transformers with more energy efficient and having facility of Auto tap 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 approvals obtained/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 product development:
The aforesaid newly developed products have been introduced in the market and give significant benefits in terms of quality better performance of the end-user application and import substitution.
(iii) Imported technology (imported during the last 5 years reckoned from the beginning of 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 and future 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 Foreign Exchange 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 the financial year of the Company to which the financial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact 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 under Section 149(7) of the Companies Act 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the Listing Regulations.
AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS
The Board of Directors of the Company has affirmed with the compliances of Secretarial Standards 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 is hereby confirmed that:
a) In the preparation of the annual accounts for the year ended March 31 2019 the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2019 and of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of 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 and co-operation received from the financial institutions banks Government authorities customers vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives staff and workers.
|For and on behalf of the Board of Directors|
|Ultracab (India) Limited|
|Nitesh P. Vaghasiya|
|Date: 20th August 2019||Chairman & Managing Director|
|Place: Rajkot.||(DIN No:01899455)|