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Directors Report of Cubex Tubings Ltd.

Mar 31, 2015

To

The members of

M/s. CUBEX TUBINGS LIMITED

The directors have pleasure in presenting the 36th Annual Report of the Company together with the audited accounts for the year ended 31st March 2015.

FINANCIAL RESULTS (in Lakhs)

Year ended Year ended 31.03.2015 31.03.2014

Income from operations 5587.45 4372.80

Other Income 140.78 298.64

Total Expenditure 5676.35 4436.04

Interest 8.63 9.36

Depreciation & Amortization of Exp. 159.36 192.51

Provision for Tax 24.12 18.20

Net Profit 19.13 15.33

THE COMPANY'S PRODUCTS / SERVICES

CUBEX is manufacturer of seamless solid drawn Tubes, Rods, Bus bars and Wires of copper and copper based alloys such as Cupronickel, admiralty Brass, Aluminum Brass etc. Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form of Tubes, Rods, Strips and Wires. The user industries are Power plants, Power plants manufacturers, Switchgears, Refineries, Furnace manufacturers, Sugar plants, Automobile, Electrical Equipment industries and Ship building Company.

OPERATIONS

Your company has registered a total income of Rs. 5728.23 lakhs for 2014-15 as compared to Rs. 4671.44 lakhs for 2013-14 and the company posted a net profit of Rs. 19.13 lakhs for 2014-15 as compared to Rs. 15.33 lakhs for 2013-14.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

BUSINESS RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. The threats to the segments in which the company operates are volatility in Exchange rate & Metal Prices. The company is concerned about the vide Fluctuations in Copper prices globally and locally and increase in foreign exchange value.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related party transactions to be disclosed.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith elsewhere in the Annual Report.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2015, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non- availability of the correct particulars.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditor's confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report. ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy. (i) the steps taken by the company for utilising alternate sources of energy -Nil (ii) the capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings: Rs. 802.58 Lakhs

(d) Foreign exchange out go: Rs. 35.17 Lakhs

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of managerial Personnel) Rules 2014

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder. Accordingly the statutory auditor of the Company was reappointed from the conclusion of the previous AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuantto the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS:

The Board met six times during the financial year 2014-2015.

The dates on which the above Board meetings were held are as follows; 30th May 2014, 4th August 2014, 13th August 2014, 13th November 2014, 14th February 2015, and 30th March 2015.

DIRECTORS & INDEPENDENT DIRECTORS

At the 35th Annual General Meeting of the Company held on 29th September 2014, the Members of the Company had appointed Independent Directors of the Company, for a period of 5 years. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act, 2013 and Clause 49 ofthe Listing Agreement. It is also proposed in this AGM to appoint Mr. Sandeep Kumar as Independent Director. During the period under review, the company has appointed Mrs. Veena Bhandari as Additional Director and it is proposed to appoint her as the Director in this AGM.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c)of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:

a. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

b. That 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 at the end ofthe financial year ended 31st March, 2015 and ofthe profit and loss ofthe company for that period;

c. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. That the directors have prepared the annual accounts on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

POLICIES

Material Subsidiary

During the year ended March 31, 2015, the Company does not have any material listed/unlisted subsidiary companies as defined in Clause 49 ofthe Listing Agreement. The policy on determining material unlisted subsidiary ofthe Company is approved by the Board of Directors ofthe company.

Vigil Mechanism

The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity ofthe financial matters ofthe Company and the accuracy of financial information is paramount. The stakeholders ofthe Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mr. Mahendra Kumar Ranka, Chairman of Audit Committee through email or by correspondence through post.

Familiarisation programme for Independent Directors

Pursuantto the provisions of Clause 49 of the Listing Agreement, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives.

Key Managerial Personnel

Sri. Siva Prasad Sarva, Chief Financial Officer was appointed as Key Managerial Personnel in accordance with the Section 203 of the Companies Act, 2013.

Related Party Transaction

Policy on dealing with Related Party Transactions is approved by the Board

No related party transactions were entered into during the financial year under review, There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is obtained by the company and forms part of this Annual report.

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Board's Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Board's Report.

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 remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance 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 Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For and on behalf of the board

For CUBEX TUBINGS LIMITED

PLACE: Hyderabad. P.R.BHANDARI VIRENDRABHANDARI

DATE: 13.08.2015 Managing Director Executive Director

Siva Prasad Sarva

Chief Financial Officer


Mar 31, 2014

The members of

M/s. CUBEX TUBINGS LIMITED

The directors have pleasure in presenting the 3S,h Annual Report of the Company together with the audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (in Lakhs) Year ended Year ended 31.03.2014 31.03.2013

Income from operations 4372.80 3824.98

Other Income 298.64 137.72

Total Expenditure 4436.04 3752.24

Interest 9.36 4.65

Depreciation & Amortization of Exp. 192.51 174.39

Provision for Tax 18.20 28.96

Net Profit 15.33 2.46

THE COMPANY''S PRODUCTS / SERVICES

CUBEX is manufacturer of seamless solid drawn Tubes, Rods, Bus bars and Wires of copper and copper based alloys such as Cupronickel, admiralty Brass, Aluminum Brass etc. Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form of Tubes, Rods, Strips and Wires. The user industries are Power plants, Power plants manufacturers, Switchgears, Refineries, Furnace manufacturers, Sugar plants, Automobile, Electrical Equipment industries and Ship building Company.

OPERATIONS

Your company has registered a total income of Rs. 4671.44 lakhs for 2013-14 as compared to Rs. 3962.70 for 2012-13 and the company posted a net profit of Rs. 1S.33 lakhs for 2013-14 as compared to Rs. 2.46 lakhs for 2012-13.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section S8A of the Companies Act, 19S6 and the rules made there under, during the financial year under review.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2014, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non-availability of the correct particulars.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditor''s confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 217(1) (e) OF THE COMPANIES ACT, 19S6

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the

products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings: Rs. SS2.4S Lakhs

(d) Foreign exchange out go: Rs. 9.92 Lakhs

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 19S6 read with the Companies (Particulars of Employees) Rules 2011.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 19S6, your Directors hereby confirm that -

i) That in the preparation of the Annual Accounts, for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures;

ii) We have selected appropriate 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 on 31st March, 2014 and of the profit/loss of the company for the financial year ended 31st March, 2014;

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 19S6 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis. DIRECTORS

In accordance with the relevant provisions of the Articles of Association of the Company and the erstwhile provisions of the Companies Act, 19S6, Dr. Trilok Singh, Mr. Mahendra Kumar Ranka, and Mr. Y Narasimha Murthy Independent Directors were appointed / re-appointed by the Members of the Company. The provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors have come into effect. As per the said provisions, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation at every AGM.

Mr. Sandeep Kumar, will retire by rotation at the ensuing AGM as per the erstwhile applicable provisions of the Companies Act, 19S6. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, and, being eligible, offer himself for appointment as Director on the Board of the Company.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re- appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For and on behalf of the board For CUBEX TUBINGS LIMITED

PLACE: Hyderabad. P.R.BHANDARI VIRENDRABHANDARI

DATE: 30.08.2014 Managing Directo Executive Director


Mar 31, 2013

To The members of M/s. CUBEX TUBINGS LIMITED

The directors have pleasure in presenting the 34th Annual Report of the Company together with the audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS (in Lakhs)

Year ended Year ended 31.03.2013 31.03.2012

Income from operations 3824.98 5542.35

Other Income 137.72 44.30

Total Expenditure 3752.24 5359.66

Interest 4.65 13.77

Depreciation & Amortization of Exp. 174.39 147.64

Provision for Tax 28.96 31.34

Net Profit 2.46 34.26

THE COMPANY''S PRODUCTS / SERVICES

CUBEX is manufacturer of seamless solid drawn Tubes, Rods, Bus bars and Wires of copper and copper based alloys such as Cupronickel, admiralty Brass, Aluminum Brass etc. Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form of Tubes, Rods, Strips and Wires. The user industries are Power plants, Power plants manufacturers, Switchgears, Refineries, Furnace manufacturers, Sugar plants, Automobile and Electrical Equipment industries.

OPERATIONS

Your company has registered a total income of Rs. 3962.70 lakhs for 2012-13 as compared to Rs. 5586.66 for 2011- 12 and the company posted a net profit of Rs. 2.46 lakhs for 2012-13 as compared to Rs. 34.26 lakhs for 2011-12. The fall in profitability is due to:

i increase in the cost of raw materials, overheads viz., power charges, wages and salaries, maintenance of plant and mainly due to recession in the copper market.

ii Continues power holidays during week days declared by the state Government of Andhra Pradesh, and due to frequent Bandhs called by the political parties, the Company could not utilize the full capacity of the plant.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under, during the financial year under review.

SHARE CAPITAL

Out of 1,25,91,600 share warrants allotted on 10th November 2011 to the persons belonging to promoter group & other than promoter group, 45,00,000 Equity shares were allotted on 31st March 2012 and 24,10,575 Equity shares were allotted on 6th May 2013 by conversion of equal number of warrants. Accordingly promoter holding has increased from 39.22% to 44.14% and balance 56,81,025 warrants were lapsed.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2013, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non- availability of the correct particulars.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditor''s confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 217(1) (e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings: Rs. 55.02 Lakhs

(d) Foreign exchange out go: Rs. 182.64 Lakhs

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 2011.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that -

i) That in the preparation of the Annual Accounts, for the year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures;

ii) We have selected appropriate 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 on 31st March, 2013 and of the profit/loss of the company for the financial year ended 31st March, 2013;

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

DIRECTORS

In the 33rd Annual General Meeting held on 28th September 2012 Mr. Mahendra Kumar Ranka, Mr. Sandeeep Kumar and Mr. Narasimha Murthy were re-appointed as the Directors of the Company and, Mr. Virendra Bhandari, was appointed as Executive Director w.e.f. 12th January 2012.

During the period under review, Mr. Trilok Singh was appointed as Additional Directors in the Board Meeting held on 17th December 2012. As per the provisions of Section 260 of the Companies Act, 1956, he holds the office only up to the date of this Annual General Meeting of the Company and is eligible for re-appointment as Director. The Company has received notice under Section 257 of the Companies Act, 1956, proposing his candidature to the office of Director of the Company, along with the requisite deposit of Rs. 500/- each.

RECONSTITUTION OF THE COMMITTEES OF THE BOARD

Due to re-constitution of the Board and induction of new Directors on the Board, the committees of the Board of the Company were re-constituted. A detailed section on the re-constitution has been mentioned in the Corporate Governance Report attached to and forming part of this Report.

STAT UTORY AUDITO RS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment and have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For and on behalf of the board

For CUBEX TUBINGS LIMITED

PLACE: Hyderabad. P.R.BHANDARI VIRENDRABHANDARI

DATE: 30.08.2013 Managing Director Executive Director


Mar 31, 2012

To The members of M/s. CUBEX TUBINGS LIMITED

The directors have pleasure in presenting the 33rd Annual Report of the Company together with the audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS (in Lakhs)

Year ended Year ended

31.03.2012 31.03.2011

Income from operations 5542.35 5165.53

Other Income 44.30 33.09

Total Expenditure 5359.66 4931.98

Interest 13.77 14.23

Depreciation & Amortization of Exp. 147.64 134.00

Provision for Tax 31.34 24.94

Net Profit 34.26 93.19

THE COMPANY'S PRODUCTS / SERVICES

CUBEX is manufacturer of seamless solid drawn Tubes, Rods, Bus bars and Wires of copper and copper based alloys such as Cupronickel, admiralty Brass, Aluminum Brass etc. Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form of Tubes, Rods, Strips and Wires. The user industries are Power plants, Power plants manufacturers, Switchgears, Refineries, Furnace manufacturers, Sugar plants, Automobile and Electrical Equipment industries.

OPERATIONS

Your company has registered a total income of Rs. 5586.66 lakhs for 2011-12 as compared to Rs. 5198.32 for 2010- 11 and the company posted a net profit of Rs. 34.26 lakhs for 2011-12 as compared to Rs. 93.19 lakhs for 2010-11. The fall in profitability is due to increase in the cost of raw materials, overheads viz., power charges, wages and salaries, maintenance of plant and mainly due to recession in the copper market.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under, during the financial year under review.

SHARE WARRANTS

The Company had allotted 1,25,91,600 share warrants to the persons belonging to promoter group & other than promoter group in the Board Meeting held on 10th November 2011. These warrants are convertible into equal numbers of equity shares at the option of the warrant holder within 18 months from the date of the allotment. Allottees of these warrants have exercised their option to convert 45,00,000 Warrants into equal number of equity shares by paying the balance amount. Accordingly, the Board of the Company in its meeting held on 31st March 2012 allotted 45,00,000 equity shares and pursuant to this allotment the paid-up capital of the company has been increased accordingly. Still, 80,91,600 balance share warrants are pending with the allottees.

Shareholding Pattern

Shareholding pattern of the Company before and after conversion of warrants into equity shares pursuant to the Resolution given in the notice. PRE- ISSUE POST-ISSUE

CATEGORY No. of % of share No. of % of share Shares holding Shares holding 1.Promoters Holding

A. Indian Promoters 2450505 33.08 7950505 39.75

B. Foreign Promoters 120000 1.62 120000 0.60

SUB TOTAL(A B) 2570505 34.70 8070505 40.35

2.Non Promoters Holding

A.Institutional Investors

a.Mutual Funds 45600 0.61 45600 0.23

b. Indian FI's I Banks 800 0.01 800 0.01

c. Fils 0 0 0 0

d. Indian Bodies Corporate 478328 6.46 7569928 37.85

B. Others

a. NRIs / OCB's 102791 1.39 102791 0.51

b. Indian Public 4206976 56.79 4206976 21.03

c. any other (clearing members) 3400 0.04 3400 0.02

SUB TOTAL (A B) 4837895 65.30 11929495 59.65

GRAND TOTAL 7408400 100 20000000 100

SALE OF UNIT

During the year under review, approval of the members of the Company was sought by way of Postal Ballot to sale its Unit situated at Mettupalayam, Pondicherry. Board took note of the completion of the sale in its meeting held on 10th November 2011.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2012, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non- availability of the correct particulars.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditor's confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1) (e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the products of the Company.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings: Rs. 26.51 Lakhs

(d) Foreign exchange out go: Rs. 63.03 Lakhs

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 2011.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that -

i) That in the preparation of the Annual Accounts, for the year ended 31st March, 2012, the applicable accounting standards have been followed and there are no material departures;

ii) We have selected appropriate 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 on 31st March, 2012 and of the profit/loss of the company for the financial year ended 31st March, 2012;

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts for the financial year ended 31st March, 2012 on a going concern basis. BIFR

The Hon'ble BIFR vide its order 737/2002 dated 9th May 2012 discharged your company from the purview of SICA in view of the successful implementation of the DRS scheme and positive net worth is sustainable since 2007.

DIRECTORS

During the financial year under review, Mr. Virendra Bhandari & Mr. Mahendra Kumar Ranka were appointed as Additional Directors in the Board Meeting held on 12th January 2012. Mr. Sandeeep Kumar and Mr. Y. Narasimha Murthy were appointed as Additional Directors in the Board Meeting held on 25th August 2012. As per the provisions of Section 260 of the Companies Act, 1956, they hold the office only up to the date of ensuing Annual General Meeting of the Company and are eligible for re-appointment as Directors. The Company has received respective notices under Section 257 of the Companies Act, 1956, proposing their candidature to the office of Director of the Company, along with the requisite deposit of Rs. 500/- each. '

Subject to approval of the members, in the Annual General Meeting, Mr. Virendra Bhandari, was appointed as Executive Director w.e.f. 12th January 2012.

During the year under review, Mr. U M Bhandari, Mr. Mukund Chand Devada, and Mr. Balakrishna Karande ceased to be the Directors of the Company w.e.f 12th January 2012 due to their resignations and the same were approved in the Board Meeting held on 12th January 2012.

CUBEX regret to inform you about the sad demise of Mr. Rajab Syed Ali, Director of the Company and the same was noted by the Board in their meeting held on 12th January 2012. Board of Directors also regret to inform you the sad demise of Dr. K Venkat Ramani, Director of the Company and was ceased to be the Director of the Company w.e.f 25th August 2012. They were great force of motivation to the management of the Company. Their demise is a great loss to the Company. The Board places on record its appreciation for the valuable services rendered by the Directors.

RECONSTITUTION OF THE COMMITTEES OF THE BOARD

Due to re-constitution of the Board and induction of new Directors on the Board, the committees of the Board of the Company were re-constituted. A detailed section on the re-constitution has been mentioned in the Corporate Governance Report attached to and forming part of this Report.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment and have furnished a certificate of their eligibility u/s 224(1B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For and on behalf of the board For CUBEX TUBINGS LIMITED

Sd/- Sd/-

PLACE: Hyderabad. P.R.BHANDARI VIRENDRA BHANDARI

DATE: 30.08.2012 Managing director Executive director


Mar 31, 2011

The members of

M/s. CUBEX TUBINGS LIMITED

The directors have pleasure in presenting the 32nd Annual Report of the Company together with the audited accounts for the year ended 31s< March 2011.

FINANCIAL RESULTS (in Lakhs)

Year ended Year ended

31.03.2011 31.03.2010

Income from operations 5510.00 6440.64

Other Income 147.54 120.38

Total Expenditure 5389.49 6215.40

Interest & Finance Charges 15.91 8.34

Depreciation 134.00 121.23

Provision for Tax 24.94 29.50

Net Profit 93.19 186.55

THE COMPANY'S PRODUCTS / SERVICES

CUBEX is manufacturer of seamless solid drawn Tubes, Rods, Bus bars and Wires of copper and copper based alloys such as Cupronickel, admirality Brass, Aluminum Brass etc. The Copper and Copper Alloy products have shown impressive growth in the last decade. Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form of Tubes, Rods, Strips and Wires. The user industries are Power plants, Power plants manufacturers, Switchgears, Refineries, Furnace manufacturers, Sugar plants, Automobile and Electrical Equipment industries.

OPERATIONS

Your company has registered a total income of Rs. 5657.54 lakhs for 2010-11 as compared to Rs. 6561.02 for 2009-10 and the company posted a net profit of Rs. 93.19 lakhs for 2010-11 as compared to Rs. 186.55 lakshs for 2009-10. The fall in profitability was mainly on account of decrease in cost of raw material and recession in the manufacturing sector.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to non-availability of profit.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58Aofthe Companies Act, 1956 and the rules made there under, during the financial year under review.

FORFEITURE OF AMOUNT RECEIVED AGAINST SHARE WARRANTS

The Company had allotted 7,00,000 share warrants in the Board Meeting held on 8,h January 2010. These shares are convertible into equal numbers of equity shares at the option of the holder within 18 months from the date of the allotment. As per the SEBI (ICDR) guidelines, the Company had received upfront money as an advance from the allottees. Since the holders of the warrants did not exercise option to convert the share warrants into equity shares, the entire application money has been forfeited and transferred to Capital reserve and the same will be reflected in the financial statements for the year ended on 31st March 2012.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. Asepa rate section on Corporate Governance together with a certificate from the Statutory Auditor's confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement, a Management Analysis Report is given below:

A. INDUSTRY BACKGROUND

The Copper and Copper alloy products have shown impressive growth in the last decade.

Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form of rods, tubes, strips, flats and wires. The user industries are generally Power Generation, Switchgear, Motors, Refrigeration, Heat Exchanger, Automobile and Electrical equipment industries.

B. INDUSTRY OUTLOOK

1. Since there is lot of emphasis of power generation the consumption of Copper Alloy Tubes, Rods and Semis would increase.

2. The manufacturing capacity of condenser/refrigeration tubes are in short supply compare to its requirements in India.

3. There is huge export potential for copper alloy extrusions.

C. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems and procedures in all operational areas and at all levels - equipments procurement, finance, and administration, marketing and personnel departments. The Company also has internal Audit system commensurate with its size and nature of business. The internal audit function will be done by a firm of Chartered Accountants. The Audit Committee reviews the internal audit reports and the adequacy of internal controls from time to time.

D. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The company is able to retain the experienced staff, in spite of the copper consuming Industries are under recession, the Company feels confident of keeping its manpower costs to below industry norms. The atmosphere that is created in the organization is conducive for self-development and career growth; this is the success in retaining our manpower.

ADDITIONAL INFORMATION AS REQUIRED U/ S 217(1) (e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.24,00,000/- or more per annum or Rs.2,00,000/- or more per month where employed for a part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that -

i) That in the preparation of the Annual Accounts, for the year ended 31st March, 2011, the applicable accounting standards have been followed and there are no material departures;

ii) We have selected appropriate 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 on 31st March, 2011 and of the profit/loss of the company for the financial year ended 31st March, 2011;

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts for the financial year ended 31st March, 2011 on a going concern basis.

DIRECTORS

Mr. Mohammed Rajab Syed Ali and Mr. Mukun Chand Devada retire by rotation at the ensuing annual general meeting and being eligible offer themselves for re-appointment..

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee constituted by the Company is in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of trie-Listing Agreement. Other details regarding scope and meetings etc, are provided in the report on Corporate Govternance attached to and forming part of this Report.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P.Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1 B) of the Companies Act, 1956. The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For and on behalf of the board For CUBEX TUBINGS LIMITED

SD/- SD/-

PLACE: Hyderabad. P.R.BHANDARI U.M.BHANDARI

DATE: 30.08.2011 Managing director Executive director


Mar 31, 2010

The directors have pleasure in presenting the 31st Annual Report of the Company together with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. in lakhs)

Year ended Year ended 31.03.2010 31.03.2009

Income from operations 6440.65 4924.91

Other Income 120.38 176.09

Total Expenditure 6016.23 5111.19

Interest & Finance Charges 8.34 8.01

Depreciation 121.23 102.96

Provision for Tax 33.62 1.07

Net Profit 182.43 (122.24)

THE COMPANYS PRODUCTS / SERVICES

CUBEX is manufacturer of seamless solid drawn Tubes, Rods, Bus bars and Wires of copper and copper based alloys such as Cupronickel,admirality Brass, Aluminum Brass etc.TheCopperand Copper Alloy products have shown impressive growth in the last decade. Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form ofTubes, Rods, Strips and Wires.The user industries are Power plants. Power plants manufacturers, Switchgears, Refineries, Furnace manufacturers. Sugar plants, Automobile and Electrical Equipment industries.

OPERATIONS

During the financial year under review, the Company hyas increased its sales turnover and registered reasonable profit as compared to the last financial year.

DIVIDEND

Your Directors are unable to recommend any dividend due to paucity of cash flow although turnover and profit increased to 6440.65 lakhs and 182.43 lakhs respectively.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning ofSection58Aofthe Companies Act, 1956 and the rules made there under, during the financial year under review.

PREFERENTIAL ALLOTMENT

The Company has accorded the approval from shareholders in the 30th Annual General Meeting held on 29th September 2009, for issue of 7,00,000 Convertible Warrants to promoters/PromoterGroup, convertible into equal number of equity shares of Rs. 10/- each, at the option of the Warrant holders within an aggregate time period of 18 months from the date of allotment of the Warrants, and the same were allotted in the Board meeting held on 8* January 2010.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement, a Management Analysis Report is given below:

A. INDUSTRY BACKGROUND

The Copper and Copper alloy products have shown impressive growth in the last decade.

Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form of rods, tubes, strips, flats and wires. The user industries are generally Power Generation, Switchgear, Motors, Refrigeration, Heat Exchanger, Automobile and Electrical equipment industries.

B. INDUSTRY OUTLOOK

1. Since there is lot of emphasis of power generation the consumption of Copper Alloy Tubes, Rods and Semis would increase.

2. The manufacturing capacity of condenser/refrigeration tubes are in short supply compare to its requirements in India.

3. There is huge export potential for copper alloy extrusions.

C. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems and procedures in all operational areas and at all levels - equipments procurement, finance, and administration, marketing and personnel departments. The Company also has internal Audit system commensurate with its size and nature of business. The internal audit function will be done by a firm of Chartered Accountants.The Audit Committee reviews the internal audit reports and the adequacy of internal controls from time to time.

D. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The company is able to retain the experienced staff, in spite of the copper consuming Industries are under recession, the Company feels confident of keeping its manpower costs to below industry norms. The atmosphere that is created in the organization is conducive for self-development and career growth; this is the success in retaining our manpower.

ADDITIONAL INFORMATION AS REQUIRED U/ S 217(1) (e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i) Technology Absorption, adaptation and innovation:- No technology either indigenous or Foreign is involved. (ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings: 65.10 lakhs

(d) Foreign exchange out go: Rs. 1348 lakhs

PARTICULARS OF EMPLOYEES

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that no employee was in receipt of remuneration of Rs.24,00,000/- or more per annum or Rs.2,00,000/- or more per month where employed for a part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that -

i) That in the preparation of the Annual Accounts, for the year ended 31st March, 2010, theapplicable accounting standards have been followed and there are no material departures;

il) We have selected appropriate 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 on 31 st March, 2010 and of the profit/loss of the company for the financial year ended 31 st March, 2010;

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts for the financial year ended 31 st March, 2010 on a going concern basis.

DIRECTORS

Mr. Balakrishna Karande and Dr. K Venkat Ramani retire by rotation at the ensuing annual general meeting and being eligible offer themselves for re-appointment.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee constituted by the Company is in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. Other details regarding scope and meetings etc, are provided in the report on Corporate Governance attached to and forming part of this Report.

STATUTORY AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

M/s. P.Murali & Co., Chartered Accountants have furnished a certificate of their eligibility u/s 224(1 B) of the Companies Act, 1956.The Board recommended to the members to reappoint the auditors and authorize the Board of Directors of the Company to fix their remuneration.

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors placeon record their appreciation of the continuous assistance and co-operation extended to yourCompany by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For and on behalf of the board

For CUBEXTUBINGS LIMITED

SD/- SD/-

PLACE: Hyderabad. P.R.BHANDARI U.M.BHANDARI

DATE: 10.11.2010 Managing director Executive director

 
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