For the Financial Year ended on 31st March 2017
TO THE MEMBERS OF
ULTRACAB (INDIA) LIMITED
The Directors have pleasure in presenting the 10th Annual Report along with the auditedfinancial statements for the year ended March 31 2017.
The Companys Financial Performance for the year ended March 31 2017 issummarized below:
|No. ||Particulars ||2016-2017 ||2015-2016 |
| || ||(Amt. in Rs) ||(Amt. in Rs) |
|1 ||Net Total Income ||390976477 ||413574954 |
|2 ||Less: Total Expenses ||386614698 ||406447816 |
|3 ||Profit before Exceptional & Extraordinary items ||4361779 ||7127139 |
|4 ||Exceptional item ||- ||(225191) |
|5 ||Profit before Tax (PBT) ||4361779 ||7352330 |
|6 ||Less: Tax Expenses: || || |
| ||1) Current Tax ||1351277 ||2271870 |
| ||2) Deferred Tax ||(45.492) ||(1023721) |
|7 ||Profit After Tax (PAT) ||3055994 ||6104181 |
|8 ||Net Profit carried to Balance Sheet ||3055994 ||6104181 |
|9 ||Earnings per equity share ||0.28 ||0.72 |
Your Directors are pleased to report that for the year under review your Company hastotal revenue during the financial year 2016-17 at Rs3909.76 Lakh as compared to last year(Rs 4135.74 Lakh in 2015-16) while the Profit after tax (PAT) for the year was Rs 30.55Lakh as compared to the Profit after Tax (PAT) ofRs 61.04 Lakh in 2015-16.
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/-During theFinancial year the paid up share capital of the Company is increased from Rs84820000(Rupees Eight Crore Fourty Eight Lakh Twenty Thousand) divided into 8482000 (Eighty FourLakh Eighty Two Thousand) Equity shares of Rs 10 each to Rs127230000 (Rupees TwelveCrore Seventy Two Lakh Thirty Thousand) divided into 12723000 (One Crore Seventy Two LacThree Thousand) equity shares of Rs 10 each.
The Paid-up share capital increase due to issue and allotment of equity shares throughBonus Issue of 8482000 (Eighty Four Lakh Eighty Two Thousand) Equity Shares of facevalue of Rs 10 each on 14.09.2016. Bonus Shares to the equity shareholders by issue of 1(One) Equity Shares of face value of Rs10 (Rupees Ten) for every 2 (Two) Equity Sharescredited as fully paid up to the equity shareholders of the company in proportion of 1:2.
As per observation of the Board of Directors for strengthening the position of thecompany no dividend is recommended for the financial year 2016-17.
Presently there is no subsidiary of the Company.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure A.
During the year under review the Company has not accepted or renewed any fixeddeposits from the public.
Employee Stock Option Scheme
In order to retain reward motivate desired talent for high level of individualperformance to create a culture of ownership alignment with shareholders interestsand to align employees objectives towards critical goals/ milestone of the Companyit is proposed to introduce Ultracab (India) Ltd Employees Stock Option Scheme2016 (ESOP Scheme 2016 or the Scheme). Under the ESOP Scheme2016 Company received an approval to grant an option of total 450000 equity shares tothe eligible employees of the company. During the year 200000 Options are granted to theeligible employees of the company. The eligible employees will be allowed to exercise thegranted option after competition of One year from the date of option granted.
Re-appointment of Director
As per the provisions of the Companies Act 2013 Mr. Pankaj Vasantbhai ShingalaWhole-time Director (DIN:03500393) retires by rotation at the ensuing 10th AGM and beingeligible offers himself for re-appointment. The Board recommends the reappointment of Mr.Pankaj Vasantbhai Shingala Whole-time Director of the company.
In terms of the definitionof Independence of Directors as prescribed underClause 16(1)(b) of SEBI (listing Obligation and
Disclosure Requirement) Regulation 2015 entered with Stock Exchanges and Section149(6) of the Companies Act 2013. Company has obtained declaration from independentdirectors as per above Regulations. The following Independent Directors were appointed fora period of 5 years with effect from 9th August 2014:-
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 45 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 31 yearsisaCompanySecretaryandComplianceOfficer of our company. Heis an associate member of an ICSI. He has joined our company on August 14th 2014. He hasmore 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 Six Board Meetings were convened and held. The details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under 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
Pursuant of the Provision of Section 139 of the Companies Act 2013 and rules madethereunder M/s. J. A. Sheth &
Associates Statutory Auditors hold office up to the conclusion of the ensuing AGM ofthe company and as they have completed their term the company is required to appointanother firm as statutory Auditor in their place. The Board of Directors places on recordits appreciation of the services rendered by M/s. J. A. Sheth & Associates asStatutory Auditor of the Company.
Further the Report of the Statutory Auditors M/s. J. A. Sheth & AssociatesChartered Accountants forms part of the Annual Report. The observations made inAuditors Report are self explanatory and therefore do not call for any furthercomments.
It is proposed to appoint M/s. Bhavin Associates Chartered Accountants (FRN:101383W) as a Statutory Auditors of the Company to hold office from the conclusion ofthis AGM till the conclusion of the 15th AGM to be held in the year
2022. As required under section 139 of the Companies Act 2013 the has obtainedwritten consent from M/s. Bhavin
Associates Chartered Accountants that their appointment if made would be inconformity with the limits specified in the said section. Resolution for their appointmentis placed before the members of the company at the ensuring AGM. Members are requested toapprove their appointment as Auditors of the company.
(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 the financial year 2016-17. TheCompany provided all assistance and facilities to the Secretarial Auditor for conductingtheir audit. The Secretarial Audit Report for the financial year ended March 31 2017 isannexed herewith marked as Annexure B to this Report.
(C) Internal Auditor
Pursuant to Section 138 of the Companies Act 2013 The company has not appointed anInternal Auditor due to not meet any qualified professional as per the eligibilitiesmentioned under the Companies Act 2013 to act as Internal Auditor. Further Company is inprocess to find qualified person and will appoint a professional as full-time employee toact as Internal Auditor in this year.
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 thefinancialyear with related parties were in the ordinary course of business and on anarms length basis. The Policy on materiality of related party transactions anddealing with related party transactions 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 arms length transactions under third proviso thereto is disclosedin Form No. AOC -2 annexed as Annexure C with this report. Your Companys Policy onrelated Party Transactions as adopted by the Board can be accessed on the companyswebsite at http://www.ultracab.in/pdf/Policy_Relate_Party_ Transactions.pdf
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 Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board of Directors and the designatedemployees have confirmed 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 2017 received from the senior management team of the
Company and the Members of the Board a declaration of compliance with the Code ofConduct.
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 Workplace (Prevention Prohibition & Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
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 asAnnexure D
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:
Steps taken or impact on conservation of energy utilizing alternate sources of energyand 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 voltage supply toreduce energy consumption and losses.
Improved preventive maintenance of machines to reduce energy loss. Utilized 125 KVAGenerator 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 and givesignificant benefits in terms of quality better performance of the end-user applicationand import substitution.
(iii) Imported technology (imported during the last 5 years reckoned from the beginningof the financial year): a) Technology Imported: Nil b) Year of Import: Not applicable c)Has technology been fully absorbed? : Not applicable d) If not fully absorbed areas wherethis has not taken place reasons therefore and future plans of action: Not applicable
(C) Foreign exchange earnings and Outgo:
The Foreign Exchangeearned inflows during the year and the Foreign Exchangeoutgo during the termsofactual year in terms of actual outflows as follows: i) Earnings byway of Exports : Rs 24.71 Lakh ii) Outgo by way of Imports : NIL
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.
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 endedMarch 31 2016 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame; b) The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31
2016 and of the profit of the Company for the year ended on that date; c) The Directorshave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; d) The Directors haveprepared the annual accounts on a going concern basis; e) The Directors havelaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and f) The Directors havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.
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 theCompanys executives staff and workers.
| ||For and on behalf of the Board of Directors |
| ||Ultracab (India) Limited |
| ||Sd/- |
| ||Nitesh P. Vaghasiya |
|Date: 16th August 2017 ||Chairman & Managing Director |
|Place: Rajkot. ||(DIN No: 01899455) |