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Directors Report of Ultracab (India) Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 8th Annual Report along with the audited financial statements for the year ended March 31, 2015.


The Company's Financial Performance, for the year ended March 31, 2015 is summarized below: Particulars Year ended on 31.03.2015 Year ended on 31.03.2015 (Amt,In Rs) (Amt, In Rs)

Total Income 35,26,50,906 31,80,57,406

Less: Expenditure & Depreciation 34,59,59,802 30,63,63,396 Profit

before Tax (PBT) 66,91,104 1,10,57,709

Less: Tax (including deferred tax) 33,25,885 38,47,191

Profit After Tax (PAT) 33,65,219 72,10,515


During the financial year under review, the Revenue of the company increased to Rs. 3,45,93,500 as against previous year turnover of Rs. 31,80,57,406. The Profit after tax for the year was Rs. 33,65,219 as compared to Rs, 72,10,515 during previous year ended on 31st March, 2015.


During the year under review, the authorized equity share capital was increased on June 02, 2014. The authorized share capital was increased from Rs. 3,00,00,000 (Rupees Three Crores) consisting of 30,00,000 Equity s hares of Rs. 10 each to Rs. 10,00,00,000 (Rupees Ten Crupees only) consistng of 1,00,00,000 Equity shares of R s. 10 each.


As per observation of the Board of Directors for strengthening the fposition of the company no dividend is recommended for the financial year 2014-15.


During the FV 2013-14, the Company was a private limited Company. Subsequently, our Company was converted into a public limited Company under the Companies Act, 2013 and the name of the Company was changed to "Ultra cab {India) Limited" pursuant to issue of fresh certificate of incorporation consequent upon change of name on conversion to public limited Company dated 30thJuly, 2014.


During the FY 2013-14, the Company was a private limited Company. Subsequently, our Company was converted into a public limited Company under the Companies Act, 2013 and the name of the Company was changed to "Ultra cab (India) Limited" pursuant to issue of fresh certificate of incorporation consequent upon change of name on conversion to public limited Company dated 30th July, 2014.


Your Directors are pleased to inform you that the Company's securities have now been listed on SME Platform of the BSE Limited on 1Oth October, 2 014 and the Company has paid listing fees to the Exchange fortheyear2Q15-lG.


Curing the year company came out with an initial public offering of 22,14,000 Equity shares of the face value of Rs. 10/- each for cash at a price of Rs. 36/- per share (including a share premium of Rs. 26/-per equity share) aggregating to Rs. 797.04 iacs.

The Public Issue opened for subscription on 15th September, 2014 and closed on 23rd September, 2014 The basis of allotment was finalized in consultation with the Designated Stock Exchange -Bombay Stock Exchange Limited. The Company's share got listed on SM E platform of BSE Limited on 10th October, 2014.


In the year currently under review, the Company's equity shares have been dematerialized to be traded in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India.) Limited (CDSL), Mumbai. Further, the Company has appointed M/s. Big share Services Private Limited as the Registrar to the Company.


Presently there is no subsidiary of the Company,


The details forming part of the extract of the Annual Return in FORM MGT-9 is annexed herewith as "AnnexureA".


During the year under review, the Company has not accepted or renewed any fixed deposits from the public.


The Board of the Company has Six (6) Directors consisting of Three (3) Independent Directors, One (1) Non-executive Director (Woman Director). One [1) Whole-time Director and Managing Director (MD) as on March 31,2015.

Independent Directors

In terms of the definition of 'Independence' of Directors as prescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges and Section 149(6) of the Companies Act 2013 and based on the confirmation/disclosures received from the Directors; the following Independent Directors were appointed for a period of 5 years with effect from 9th August, 2014:-


2. M r. Jayshan karbha IB. Dave

3. Mr. BipinchanoVa M.Sangani

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013, a company shall have a( least one Woman Director on the Board of the company, The Board of Directors had appointed Mrs. Sangeetaben N.Vaghasiya as Woman Director with effect on ZSth June, 2014.

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 43 years is Chief Financial Officer of our company. He has an experience of 25 years in the field of accounts, excise and export. He has joined our company on January 01, 2009. Delight was initially appointed as a senior accountant and has been promoted to the post of CFOonAugust9,2014,

Mr. MayurGangang

MayurGangan aged 29 years is a Company Sec rotary and Compa n ce Offi cer of our company. He is an associate member of an ICS1. He has Joined our companion August 14th, 2014. He has more than 7 years of experience in secretarial matters.

Committees of the Board

The Company has several committees which have been established as a part of the best corporate govern a nee practices and are incompliance with the requirements of the relevant provisions of applicable laws and statutes. The Board of Directors had on the recommendation and formed the following Committees in compliance with the corporate governance norms by passing board resolution in Board meeting on August 14th, 2014.

1. Audit Committee

Our company has constituted an Audit committees as per Section 177 of the Companies Act, 2013 and clause 52 of the SME Listing Agreement to be entered with SME, and Mr Bipinchandra Sangani was appointed as Chairman of the committee,

2. Stakeholders Relationship Committee

0ur company has constituted Stakeholder Relationship Committee to redress complaints of the shareholders. Mrr Kanjibhai G, Patel was appointed as chairman of the committee.

3. No mi nation & Remuneration Committee

Our company has constituted Nomination & Remuneration Committee in accordance to section 178 of the companies act 2013. Mr. Kanjibhai G. Patel was appointed as Chairman -f the committee.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance 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 Remuneration Policy is stated in the Corporate Governance Report.


A calendar of Meetings is prepared and circulated in advance to the Directors, During the year Thirteen 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 thee year under review as stipulated under Clause 52 of the listing agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Internal Financial Control Systems and their Adequacy

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.


(A) Statutory Auditors

The Company, ratifies the appointment of M/s R.HARSODA & CO., Chartered Accountants (M. No. 127 385) as the Statutory Auditors of the Company to hoId office from the con collusion of the is meeting until the conclusion of the Annual General Meeting to be held for the financial year 2016-17 on such

remuneration as may be determined by the Board of Directors-

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any fur there comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

(B) Secretarial Auditors and Secretarial Audit Report

Pursuant to Sect on 204 of the Companies Act 2013, The Board has appointed CS PiyushJethva, Practicing Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2014-15. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. There is a procedural laps in case of Non-Filing/Late Filing in advertisement The Secretarial Audit Report for the financial year ended March 31,2015 is annexed here with marked as Annexure E to this Report.


The observations of Auditors in their report read with notes to the accounts are self-explanatory.


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,


Details of Loans, Guarantees and Investments covered under the provisions of Section 1S6 of the Companies Act, 2013 are given in the notes to the Financial Statements.


The Company te 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 govern a nee practices as prevalent globally. The report on Corporate Govern a nee as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.


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- The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 13& of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form No. AOC-2annexed as Annexure-C with this report.


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- clearances 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. Al Board of Directors and the designated employees have confirmed compliance with the Code.


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, 2015, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.


The Copany 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 to deal with instance of fraud and mismanagement and report genuine concerns in prescribed manner. Also under Clause 52 of the 5M E Equity Listing Agreement the Company has a mechanism called Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy.

Disclosure under Workplace (Prevention, Prohibition & RedressaI) 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. Al employees (permanent, contractual, temporary, trainees) are covered under this policy.


A statement giving particulars under Section 197 of the Companies Act, 2 Q13 is annexed to the Report as Annexure,



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's;

- 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 Lin ear voltage supply to reduce energy consumption and losses.

- I am proved preventive maintenance of machines to reduce energy toss.

- Utilized 12 5 KVA Generator as estimate 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 Wi res developed for High 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 introduce din the market and give significant benefits in terms of quality, better performance of the end-user application and import substitution.

(ii) imported technology {fm ported 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 fu11y absorbed, areas where this has not taken piece, reason s therefor, and future pians 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 term s of actual outflows as follows:

i) Earnings by way of Exports: Rs. 81.15 Lacs

ii) Outgo by way of Imports: NIL


There are no material changes and commitments which has occurred between the end of the financial year of the Company to which the firancial staterTients relate and the date of the rqport.


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.


Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed


a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable according standard s read with requirements set out under Schedule 111 to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such according policies and applied them con distantly and made judgments and estimates that are reasonable and prudent so as to give a t rue and fair view of the state of affairs of the Company as at March 31,2015 3nd 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 ad equate accounting records in accordance with the provisions of the Act safeguard in g 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 control s to be followed by the Company and that such intimal facial control sere 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.


Vour 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. Our 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

Ultra cab (India) Limited


Nitesh P. Vaghasiya

Chairman & Managing Director

(DIN No: 01899455)

Date: 24th, August 201S

Place: Raj kot.

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