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Ultracab (India) Ltd.

BSE: 538706 Sector: Engineering
NSE: N.A. ISIN Code: INE010R01023
BSE 00:00 | 04 Jul 24.60 0.25






NSE 05:30 | 01 Jan Ultracab (India) Ltd
OPEN 24.60
VOLUME 66429
52-Week high 34.00
52-Week low 16.68
P/E 74.55
Mkt Cap.(Rs cr) 235
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 24.60
CLOSE 24.35
VOLUME 66429
52-Week high 34.00
52-Week low 16.68
P/E 74.55
Mkt Cap.(Rs cr) 235
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ultracab (India) Ltd. (ULTRACABINDIA) - Director Report

Company director report

For the Financial Year ended on 31st March 2021


Dear Shareholders

The Directors have pleasure in presenting the 14th Annual Report along withthe Audited Financial Statements for the year ended March 312021.


The Company's Financial Performance for the year ended March 31 2021 is summarizedbelow:

Particulars 2020-21 2019-2020
(Rs. In lakh) (Rs. In lakh)
Revenue from Operations 7065.11 6620.06
Other Income 65.97 22.97
Total Income 7131.08 6643.03
EBITDA 765.75 579.44
Less: Finance Cost 438.87 350.06
Less: Depreciation & Amortisation Expenses 70.99 58.32
Profit Before Tax 256.17 171.04
Tax Expenses 51.74 67.34
Profit After Tax (PAT) 204.43 103.72
Other Comprehensive Income (Net of tax) (0.29) 0.10
Total Comprehensive Income after tax 204.15 103.82
Earnings per equity share
a. Basic 1.60 0.82
b. Diluted 1.60 0.82


Your Directors are pleased to report that for the year under review your Company hasbeen able to achieve total revenue during the financial year 2020-21 at Rs.7065.11 Lakhwas increase by 6.75% over last year (Rs.6620.06 Lakh in 2019-20) while the Profit aftertax (PAT) for the year was Rs.204.43 of higher by 97% as compared to the Profit after Tax(PAT) of Rs.103.72 Lakh in 2019-20.


The Operational Performance of the Company has sustained well during the financial yearand the Company has been able to attain the Pre-Covid monthly Sales Volume. The Companyhas considered the possible impacts of COVID-19 in preparation of these financialstatements including but not limited to assessment of going concern assumptionrecoverable values of financial assets and expects to recover the carrying amount of theseassets. The Company has also considered the economic conditions and the potential effectto the Cable industry. The Company is continuously and closely monitoring thedevelopments. The impact of COVID-19 on the financial statements may differ from thatestimated as at the date of approval of these financial statements.


No amount is appropriated from Profit & Loss Account and transferred to any reserveaccount.


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 312020 was Rs. 127230000/- divided into12723000 Equity Shares having value of Rs.10/- each fully paid up. During the yearunder review the Company has not issued any shares with differential voting rights norgranted any employee stock options and sweat equity.


The F inancial Statements for the year ended on 31st March 2021 have been prepared inaccordance with the Companies (Indian Accounting Standard) Rules 2015 prescribed underSection 133 of the Companies Act 2013 ('the Act') and other recognized accountingpractices and policies to the extent applicable.


Pursuant to the Requirements of Regulation 43A of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 ('the Listing Regulations') the Company hasformulated its Dividend Distribution Policy the details of which are available on theCompany's website at

Considering the pandemic outbreak and its adverse impact on business operations in thenear term the Board has decided not to recommend any final dividend for the FinancialYear 2020-21.


The Company does not have any subsidiary or j oint ventures/ associate companies.


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 be uploadedon company's website


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.


Under the "ESOP Scheme 2016" Company received an approval to grant an optionof total 450000 equity shares to the eligible employees of the company. None of theemployees exercise granted options and all the granted options for the year are lapsed andcancelled.


The details of Directors and KMPs as on March 312021 are as follows:

Sr. No. Name of Directors / KMPs Designation Appointment Date
1 Mr. Nitesh P. Vaghasiya Chairman & Managing Director 19/12/2007
2 Mr. Pankaj V. Shingala Whole-time Director 25/03/2011
3 Mrs. Aarti P. Vaghasiya Additional Director (Non-executive Director) 22/03/2021
4 Mr. Bipinchandra Sangani Independent Director 09/08/2014
5 Mr. Kanjibhai Hirpara Independent Director 09/08/2014
6 Mr. Prashant Sawant Independent Director 28/09/2019
7 Mr. Pravin Pansuriya Chief Financial Officer 10/05/2018
8 CS Mayur Gangani Company Secretary & Compliance officer 14/08/2014

• Appointment of Director

Mrs. Sangeetaben Vaghasiya (DIN: 06910845) as Non-Executive Non-Independent Directorwas resigned from the company due to personal reasons. The Board had accepted herresignation in the Board Meeting held on 22nd March 2021.

On the basis of recommendation from Nomination and remuneration committee Mrs. AartiShingala (DIN:09113214) has appointed as additional Director (Non-ExecutiveNon-Independent) in the Board meeting held on 22.03.2021. According to the provisions ofSection 161 of the Companies Act 2013 she holds office as Director only up to the date ofthe ensuing Annual General Meeting. The Board proposed her candidature for the office ofDirector and appointed as a Director of the Company liable to retire by rotation.

Appropriate resolution for her appointment is included in the Notice of AGM for seekingapproval of Member. Particulars in pursuance of Regulation 36 of the SEBI LODR Regulationsread with Secretarial Standard-2 on General Meetings relating to Mrs. Aartiben PankajShingala is given in the AGM Notice.

• Re-appointment of Chairman cum Managing Director

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Nitesh Vaghasiya Chairman cum Managing Director (DIN:01899455) whose tenure as Chairman cum Managing Director expires on 31st March 2022.

Accordingly the Board noted that Mr. Nitesh Vaghasiya Chairman and Managing Directorshall be the director being eligible for Re-appointment has offers himself forRe-appointment. The Board recommends re-appointment of Mr. Nitesh Vaghasiya for thefurther tenure of three years .i.e. 1st April 2022 up to 31st March 2025 and hisappointment will be subject to the approval of the members in the ensuing General Meeting.

• Director liable to retire by rotation

As per the provisions of Section 152 of the Companies Act 2013 not less thantwo-third of the total number of Directors other than Independent Directors shall beliable to retire by rotation. One-third of these Directors are required to retire everyyear and if eligible these Directors qualify for re-appointment. At the ensuing AGM Mr.Pankaj Shingala (DIN:03500393) Whole-time Director retires by rotation and beingeligible offers himself for re-appointment.

A detailed profile of Mr. Pankaj Shingala Whole-time Director along with additionalinformation required under Regulation 36(3) of the Listing Regulations and SecretarialStandard on General Meetings is provided separately by way of an Annexure to the Notice ofthe AGM.

• Independent Directors

The following are the Independent Directors of the Company as on 31.03.2021:

1. Mr. Kanjibhai G. Hirpara (DIN: 06945882)

2. Mr. Bipinchandra M. Sangani (DIN: 06945854)

3. Mr. Prashant Sawant (DIN: 08503935)

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 Exchange and Section 149(6) of the Companies Act

2013. Company has obtained declaration from independent directors as per aboveRegulations.


The Company has duly constituted the following mandatory Committees in terms of theprovisions of the Companies Act 2013 & SEBI (LODR) Regulations 2015 read with rulesframed there under viz.

a) Audit Committee

b) Nomination and Remuneration Committee

c) Shareholder and Investor Grievance Committee

The Composition of all such Committees number of meetings held during the year underreview brief terms of reference and other details have been provided in the CorporateGovernance Report which forms part of this Annual Report. All the recommendations made bythe Committees were accepted by the Board.

• Audit Committee

As of March 31 2021 the Audit committee of the Board of Directors of the Companycomprises of 3 (Three) members namely:

1. Mr. Bipinchandra Sangani - Chairman (Independent Director)

2. Mr. Nitesh Vaghasiya - Member (Managing Director)

3. Mr. Prashant Sawant - Member (Independent Director)

The Board accepted the recommendations of the Audit Committee whenever made by theCommittee during the year. The details of number of meetings held by the Audit Committeein the year under review and other related details are given in the Corporate GovernanceReport.


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.


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 on 31st March 2021 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 and fair view of thestate of affairs of the Company as at 31st March 2021 and of the profit of the Companyfor 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.


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.


The Independent Directors met on 10th March 2021 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairperson of the Company taking into account the views of ExecutiveDirectors and NonExecutive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.


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.


(A) Statutory Auditor

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 2020-21. 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 2020-21 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 2020-21 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

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 2020-21. The Company provided all assistance and facilities to theSecretarial Auditor for conducting their audit. There are some observations or remarks intheir reports which are not adverse in nature; however the Board takes all the remarks onrecords and complied proper.

The Secretarial Audit Report for the financial year ended March 312021 is annexedherewith marked as "Annexure B" to this Report.

(C) Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 The Company has appointed aprofessional to act as Internal Auditor.

(D) Cost Audit

Our Company is not fall under such class of company which required to Cost Audit. Asper the Cost Audit Orders Cost Audit is not applicable to the Company.


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.


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.


Your Company believes in conducting its affairs in a fair transparent and professionalmanner and maintaining the good ethical standards transparency and accountability in itsdealings with all its constituents. As required under the Listing Regulations a detailedreport on Corporate Governance along with the Auditors' Certificate thereon forms partofthis Annual report.


The Company has filed Annual Secretarial Compliance Report under regulation 24 (A) ofSEBI (LODR) Regulations 2015 within due its due date and issued by M/s Piyush JethvaPractising Company Secretary Rajkot for the year ended 31 March 2021 by confirmingcompliance of SEBI Regulations/guidelines/circulars issued there under and applicable tothe Company. There are some observations or remarks in their reports which are notadverse in nature; however the Board takes all the remarks on records and complied proper.


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.


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".


The Board has on the recommendation of Nomination and Compensation-cum-RemunerationCommittee framed a policy for selection and appointment of Directors Senior Managementand their remuneration. The Remuneration Policy is stated in the Corporate GovernanceReport.

Particulars of Information as per Section 197 of the Act read with Rule 5(2) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a Statementshowing the names and other particulars of the Employees drawing remuneration in excess ofthe limits set in the Rules and Disclosures pertaining to remuneration and other detailsas required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.


All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

Form AOC-2 relating to Disclosure of Particulars of Contracts/ arrangements enteredinto by the Company with related parties is annexed as "Annexure - D" andforming part of Directors' Report.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. A statement giving details of all related party transactions is placedbefore the Audit Committee and the Board of Directors for their approval on a quarterlybasis. The policy on Related Party Transactions as approved by the Board has been uploadedon the Company's website. There were no materially significant Related Party transactions.


Risk management is a very important part of business. The main aim of risk managementis to identify monitor and take precautionary measures in respect of the events that maypose risk for the business. Company's risk management is embedded in the businessprocesses 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.


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.


During the year under review there is no amount which is required to be transferred tothe Investors Education and Protection Fund as per the provisions of Section 125(2) of theCompanies Act 2013.

However pursuant to Section 124 (5) of the Companies Act 2013 the unpaid dividendsthat will be due for transfer to the Investor Education and Protection Fund are asfollows:

Type & Year of Dividend Declared/Paid Date of Declaration of Dividend % of Dividend Declared Unclaimed Dividend Amount as on 31.03.2020 Due date for transfer to IEPF
Interim Dividend 2017-18 18/11/2017 1% of FV of Share Rs.640.20 17/11/2024
Final Dividend 2017-18 22/09/2018 1% of FV of Share Rs.3939.20 22/09/2025


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 2021 received from the senior management team of the Company and theMembers of the Board a declaration of compliance with the Code of Conduct.


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.


Considering Environment Health and Safety as top most priority we strive to provide asafe and healthier work environment for our workforce. Our Manufacturing unit ismaintaining highest system standards like Occupational Health & Safety ManagementSystem ISO 45001:2018.

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. We celebrate days of importance like World Environment Day NationalSafety Day etc. to create awareness and educate our workforce.


Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarning and Outgo as per Section 134 (3)(m) of the Companies Act 2013 and the Rule 8(3)of the Companies (Accounts) Rules 2014 as under:

A) Conservation of energy:

The Company regularly reviews measures to be taken for energy conservation consumptionand its effective utilization. Additionally due to consideration is given for selectionof energy efficient plant & machinery while undertaking manufacturing capacityexpansion modernization & up gradation. The other identified key initiative taken forconservation of energy during the year were -

(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 of Autotap changing which gives linear voltage supply to reduce energy consumption and losses.

Installation of large capacity high speed energy efficient Wire Drawing Conductorstranding Laid-up armoring Machines and Sheathing Lines equipped with AC drives basedmotor control system ensuring substantial energy saving.

Re-alignment of plant layout for smooth process flow and minimum material movementfor achieving optimal operational efficiency and shorter manufacturing cycle.

Utilized 125 KVA Generator as alternate source of Energy.

(B) Technology absorption :

(i) The efforts made towards technology absorption are:

Identification and sourcing of new and alternate materials for ensuring qualityimprovement and cost competitiveness

Modernisation and technological up gradation of plant & equipments.

Optimisation of raw material utilisation process engineering and reduction ofwastage.

(ii) The benefits derived like product improvement cost reduction productdevelopment:

Diversified and wider product range to address emerging market opportunities.

Enhanced productivity and overall operational efficiency.

Improved cost competitiveness.

(iii) Imported technology (imported during the last 5 years reckoned from the beginningof the financial year):

a) Technology Imported: High speed inkjet Printer

b) Imported from Germany in 2017.

c) Has technology been fully absorbed? : Yes

(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.67.98 Lakh

ii) Outgo by way of Imports : NIL


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions or events on these items during the yearunder review:

(a) The Company has neither issued shares with differential rights as to dividendvoting or otherwise nor has granted stock options or sweat equity under any scheme.Further none of the Directors of the Company holds investments convertible in to equityshares of the Company as on 31st March 2021.

(b) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status of the Company and its operations infuture.

(c) The Company has zero tolerance towards sexual harassment at workplace and hasadopted a Policy on prevention prohibition and redressal of sexual harassment at workplace and has also constituted an Internal Complaints Committee in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and Rules made there under. During the year under review there wereno cases filed or reported pursuant to the provisions of the said Act.


The Board desires to place on record its grateful appreciation for the excellentassistance and co-operation received from the Central and State Government and continuedsupport extended to the Company by the bankers investors suppliers esteemed customersand other business associates. Your Directors also wish to place on record their deepsense of appreciation to all the employees of the Company for their unstinted commitmentand continued contribution in the performance of the Company.

Date : 2nd September 2021 By Order of the Board
Mr. Nitesh Vaghasiya
Chairman & Managing Director
DIN: 01899455