DIRECTORS' REPORT For the Financial Year ended on 3lst March, 2016. TO THE MEMBERS OF ULTRACAB (INDIA) LIMITED Dear Shareholders, The Directors have pleasure in presenting the 9th Annual Report along with the audited financial statements for the year ended March 31, 2016. Company FINANCIAL PERFORMANCE Your directors are pleased to report that for the year under review, your Company has been able to achieve,The total revenue during the financial year 2015-16 at Rs.4135.74 Lakh was higher by 17.28% over last year ( Rs. 3526.50Lacs in 2014-15) while the Profit after tax (PAT) for the year was Rs. 61.04 Lakh, a recording growth of 81.40 % over the Profit after Tax (PAT) of Rs 33.65 Lakh in 2014-15. CAPITAL STRUCTURE The Authorised Share Capital of the Company is Rs 100,000,000/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity shares of Rs 10/- During the Financial year, the paid up share capital of the Company is increased from Rs. 8,01,40,000 (Rupees Eight crore one lakh fourty thousand) divided into 80,14,000 (Four lakh Sixty eight thousand) equity shares of Rs. 10 each to Rs.8,48,20,000 (Rupees Eight Crore Fourty eight Lakh twenty Thousand) divided into 84,82,000 (Eighty Four lakh eighty two thousand) equity shares of Rs 10 each. Due to issue of equity shares through Preferential allotment of 4,68,0000 (Four lakh sixty eight thousand) equity shares of face value of Rs 10 each at a premium of Rs. 39.30 on 30th April 2015. DIVIDEND As per observation of the Board of Directors for strengthening the position of the company no dividend is recommended for the financial year 2015-16. SUBSIDIARIES 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 annexed herewith as "Annexure A". PUBLIC DEPOSITS During the year under review, the Company has not accepted or renewed any fixed deposits from the public. Employée Stock Option Scheme In order to retain, reward, motivate desired talent for high level of individual performance, to create a culture of ownership, alignment with shareholder's interests and to align employees' objectives towards critical goals/ milestone of the Company, it is proposed to introduce "Ultracab (India) Ltd Employees Stock Option Scheme 2016" ("ESOP Scheme 2016" or "the Scheme"). Under the ESOP Scheme 2016, Company received an approval to grant an option of total 4,50,000 equity shares to the eligible employees of the company. During the year 2,00,000 Options are granted to the eligible employees of the company. DIRECTORS Re-appointment of Managing Director In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Nitesh Vaghasiya, Chairman cum Managing Director (DIN: 01899455), whose tenure as Managing Director expires on 31st March, 2016. Accordingly, Mr. Nitesh Vaghasiya, Managing Director being eligible and offers himself for Re-appointment.The Board recommends re-appointment of Mr. Nitesh Vaghasiya for the further tenure of three years.i.e. 1st April, 2016 upto 31st March, 2019 and his appointment will be subject to the approval of the members in the ensuing General Meeting Re-appointment of Non-Executive Director As per the provisions of the Companies Act, 2013, Mrs. Sangeetaben Vaghasiya Non-Executive Director (DIN: 06910845) retires by rotation at the ensuing 9th AGM and being eligible offers herself for re-appointment. The Board recommends the reappointment of Mrs. Sangeetaben Vaghasiya as Non-Executive Director of the company. Independent Directors 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 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 professionals, who are permanent employees of our company, below are the details of the Key Managerial personnel of our company: Mr. Diljeet Bhatti Diljeet Bhatti aged 44 years is Chief Financial Officer of our company. He has an experience of 27 years in the field of accounts, excise and export. He has joined our company on January 01, 2009. Deeljit was initially appointed as a senior accountant and has been promoted to the post of CFO on August 9, 2014. Mr. Mayur Gangani Mayur Gangani aged 30 years is a Company Secretary and Compliance Officer of our company. He is an associate member of an ICSI. He has joined our company on August 14th, 2014. He has more than 9 years of experience in secretarial matters. Committees of the Board The Company has constituted various committees. Following committees has been established as apart of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of Companies Act,2013 and SEBI (LODR) Regulation,2015: 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 theCorporate Governance Report forming part of this Annual Report. Board Evaluation Pursuant to the section 134 (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, Remuneration Policy 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. ¦ Meetings During the year nine Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under 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. ¦ Auditors (A) Statutory Auditors The Company in its Board meeting held on 17th May, 2016 appointed M/s. J. A. Sheth & Associates, Chartered Accountants, Rajkot, (Firm Registration No. : 1 19980W), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. R. Harsoda & Co., Chartered Accountants, (Firm Registration No.: 128513W) Rajkot. The appointed Statutory Auditor has hold the office from the board meeting held on 17th May, 2016 to the conclusion of 09th Annual General Meeting subject to Re-appointment from the conclusion of 09th Annual General Meeting until the conclusion of the 10th Annual General Meeting of the Company, However their term of Appointment and remuneration shall be ratified by the members of the company in this AGM. (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 2015-16. 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, 2016 is annexed herewith marked as Annexure B to this Report. AUDITORS' REPORT The report of the Statutory Auditor along with Notes to Accounts are enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. 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. CORPORATE GOVERNANCE 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 . CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All 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 transactions 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 C with this report. 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. 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, 2016, 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 Workplace (Prevention, Prohibition & 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, 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 as Annexure D 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 : • Installation of energy efficient LED Panel and Tube Lights, LED street lights and high bay lights. • 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 : Nil b) Year of Import : Not applicable c) Has technology been fully absorbed? : Not applicable d) If not fully absorbed, areas where this has not taken place, reasons therefor, 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 : Rs. 89.45 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 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. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that: a) in the preparation of the annual accounts for the year ended March 31, 2016, 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 March 31, 2016 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. ACKNOWLEDGEMENT 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, Sd/- Nitesh P. Vaghasiya Chairman & Managing Director (DIN No:01899455) Date: 11-07-2016 Place: Rajkot. |