For the Financial Year ended on 31st March, 2023
TO THE MEMBERS OF ULTRACAB (INDIA) LIMITED
Dear Shareholders,
The Directors have pleasure in presenting the 16th Annual Report along with
the Audited Financial Statements for the year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
The Companys Financial Performance, for the year ended March 31, 2023 is summarized
below:
|
2022-23 |
2021-22 |
Particulars |
|
|
|
(Rs. In lakh) |
(Rs. In lakh) |
| Revenue from Operations |
10735.98 |
8513.46 |
| Other Income |
31.21 |
12.44 |
Total Income |
10767.19 |
8525.90 |
| Less: Cost of Materials Consumed |
|
|
|
9087.61 |
7251.64 |
| Less: Employees Benefits Expense |
263.85 |
285.86 |
| Less: Finance Cost |
389.16 |
366.79 |
| Less: Depreciation & Amortisation Expenses |
77.70 |
74.99 |
| Less: Other Expenses |
853.91 |
573.47 |
Profit Before Tax |
777.12 |
448.54 |
| Tax Expenses |
195.42 |
134.37 |
Profit After Tax (PAT) |
581.70 |
314.17 |
| Other Comprehensive Income (Net of tax) |
- |
(0.51) |
| Total Comprehensive Income after tax |
581.70 |
313.65 |
Earnings per equity share |
|
|
a. Basic |
|
|
|
0.61 |
1.82 |
b. Diluted |
0.61 |
1.82 |
2. FINANCIAL PERFORMANCE
Your Directors are pleased to report that for the year under review, your Company has
been able to achieve, total revenue during the financial year 2022-23 at Rs.10735.98 Lakh
Profit after tax (PAT) for the year was Rs.581.70 Lakh of higher by approx 85% as compared
to the Profit after Tax (PAT) of Rs.314.17 Lakh in 2021-22.
3. RESERVE
During the year under review, there was no amount transferred to any of the reserves by
the company. You may refer notes to the financial statements of the company.
4. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the financial
year ended 31st March, 2023.
5. CAPITAL STRUCTURE
The Authorised Share Capital of the Company is Rs 20,00,00,000/- (Rupees Twenty Crore
only) divided into 10,00,00,000 (Ten Crore only) Equity shares of Face Value of Rs 02/-
(Rupees Two only)
The Paid Up Equity Share Capital as at March 31, 2023 was Rs. 19,08,45,000/- divided
into 9,54,22,500 Equity Shares, having value of Rs.02/- each fully paid up. During the
year under review, the Company has not issued any shares with differential voting rights
nor granted any employee stock options and sweat equity.
6. INDIAN ACCOUNTING STANDARDS
The Financial Statements for the year ended on 31st March, 2023 have been prepared in
accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under
Section 133 of the Companies Act, 2013 (‘the Act) and other recognized accounting
practices and policies to the extent applicable.
7. DIVIDEND
Your Directors feel that it is prudent to plough back profit for future growth of the
company hence do not recommend any dividends for the year ended 31st March,
2023.
Pursuant to the Requirements of Regulation 43A of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations), the Company
has formulated its Dividend Distribution Policy, the details of which are available on the
Companys website at www.ultracabwires.com
8. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9, as required
under Section 92 of the Companies Act, 2013 in the prescribed format is available at
companys website www.ultracab.in/investor/corporategovernance
9. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014 (including any statutory modification(s) or re-enactment(s) for the time being in
force).
10. LISTING OF SHARES
The Companys equity shares are actively traded on BSE Limited (BSE). Further, the
applicable listing fees for the financial year 2023-24 have been paid to the Bombay Stock
Exchange.
11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
The details of Directors and KMPs as on March 31, 2023 are as follows:
Sr. No. |
Name of Directors / KMPs |
Designation |
Appointment Date |
| 1 |
Mr. Nitesh P. Vaghasiya |
Chairman & Managing Director |
19/12/2007 |
| 2 |
Mr. Pankaj V. Shingala |
Whole-time Director |
25/03/2011 |
| 3 |
Mrs. Aartiben P. Shingala |
Non-executive Director |
22/03/2021 |
| 4 |
Mr. Bipinchandra Sangani |
Independent Director |
09/08/2014 |
| 5 |
Mr. Kanjibhai Hirpara |
Independent Director |
09/08/2014 |
| 6 |
Mr. Prashant Sawant |
Independent Director |
28/09/2019 |
7 |
Mr. Pravin Pansuriya |
Chief Financial Officer Company Secretary & Compliance officer |
10/05/2018 |
8 |
*CS Khushbu Kalpit Shah |
|
27/01/2023 |
*appointed as company secretary & compliance officer w.e.f. 27.01.2023.
*CS Mayur Gangani was tendered his resignation form the post of Company Secretary which
was accepted by Board of Director w.e.f. 25th November 2022
Director liable to retire by rotation
As per the provisions of Section 152 of the Companies Act, 2013, not less than
two-third of the total number of Directors, other than Independent Directors shall be
liable to retire by rotation. One-third of these Directors are required to retire every
year and if eligible, these Directors qualify for re-appointment. At the ensuing AGM, Mr.
Pankaj Vasantbhai Shingala (DIN: 03500393) Whole-time Director, retires by rotation and
being eligible, offers himself for re-appointment.
A detailed profile of Mr. Pankaj Vasantbhai Shingala, Whole-time Director along with
additional information required under Regulation 36(3) of the Listing Regulations and
Secretarial Standard on General Meetings is provided separately by way of an Annexure to
the Notice of the AGM.
Independent Directors
The following are the Independent Directors of the Company as on 31.03.2023:
1. Mr. Kanjibhai Hirpara (DIN: 06945882)
2. Mr. Bipinchandra Sangani (DIN: 06945854)
3. Mr. Prashant Sawant (DIN: 08503935)
In terms of the definition of ‘Independence of Directors as prescribed under
Clause 16 (1)(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015
entered with Stock Exchange and Section 149(6) of the Companies Act, 2013. Company has
obtained declaration from independent directors as per above Regulations.
12. COMMITTEES
The Company has duly constituted the following mandatory Committees in terms of the
provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules
framed there under viz.
a) Audit Committee
b) Nomination and Remuneration Committee
c) Shareholder and Investor Grievance Committee
The Composition of all such Committees, number of meetings held during the year under
review, brief terms of reference and other details have been provided in the Corporate
Governance Report which forms part of this Annual Report. All the recommendations made by
the Committees were accepted by the Board.
Audit Committee
As of March 31, 2023 the Audit committee of the Board of Directors of the Company
comprises of 3 (Three) members namely:
1. Mr. Bipinchandra Sangani - Chairman (Independent Director)
2. Mr. Nitesh Vaghasiya - Member (Managing Director)
3. Mr. Prashant Sawant - Member (Independent Director)
The Board accepted the recommendations of the Audit Committee whenever made by the
Committee during the year. The details of number of meetings held by the Audit Committee
in the year under review and other related details are given in the Corporate Governance
Report.
13. BOARD EVALUATION
Pursuant to the section 134 (3) (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.
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, it is
hereby confirmed that:
a) In the preparation of the annual accounts for the year ended on 31st
March 2023, 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 31st
March, 2023 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.
15. BOARD MEETINGS
During the year 7 (Seven) Board Meetings were convened and held. The details of which
are given in the Corporate Governance Report. The maximum interval between any two
meetings did not exceed 120 days as prescribed in the Companies Act, 2013.
16. INDEPENDENT DIRECTORSf MEETING
The Independent Directors met on 23rd March 2023, without the attendance of
Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of non-independent directors and the Board as a whole; the
performance of the Chairperson of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
17. 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.
18. AUDITORS
(A) Statutory Auditor
M/s. Bhavin Associates, Chartered Accountants (Firm Registration No.101383W) were
re-appointed as the Statutory Auditors of the Company for a period of 5 years to hold
office for a second term commencing from the conclusion 15th Annual General
Meeting till the conclusion of the 20th Annual General Meeting of the Company to be held
in the year 2027.
M/s. Bhavin Associates, Chartered Accountants, are eligible to be re-appointed for a
further term of 5 (five) years, in terms of provisions of Sections 139 and 141 of the Act.
The Company has received written consent and certificate of eligibility in accordance
with Sections 139, 141 and other applicable provisions of the Act and Rules issued
thereunder, from M/s. Bhavin Associates, Chartered Accountants. They have confirmed to
hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India (ICAI) as required under the Listing Regulations.
The Auditors have issued an unmodified opinion on the Financial Statements for the
financial year ended March 31, 2023. The said Auditors Report for the financial year
ended March 31, 2023 on the financial statements of the Company forms part of this Annual
Report.
There were no frauds reported by the Statutory Auditors under provisions of Section
143(12) of the Companies Act, 2013 and Rules made there under.
(B) Secretarial Auditors
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 2022-23. The Company provided all assistance and facilities to the
Secretarial Auditor for conducting their audit. The Secretarial Auditors have submitted
their Report for the financial year ended 31st March, 2023 in the prescribed
Form MR-3 of the Companies Act, 2013 and is annexed to this report as gAnnexure
Ah.
Some observations by Secretarial Auditor under report for FY2022-23 are as under:
1) The Company has not filed IEPF-2 within due date after completion of Annual General
Meeting which was held on 29th September 2022.
Reply by Board: In respect of non filing of form, the company has noted the same and
file it with applicable additional filing fee and ensure its due compliance.
2) The Company has not filed Form MGT-14 for approval of Directors Report and Change
in Key Managerial Personnel.
Reply by Board: It is late due to over site however company had filed it with payment
of additional fees.
3) Two meeting dated 15th November 2022 & 25th November 2022
are missing in the corporate Governance Report filed for the quarter ended on 31st
December 2022.
Reply by Board: It is due to some clerical error, however it is mentioned and noted in
corporate governance report attached herewith.
4) The Comment on remarks of Secretarial Audit for the year ended on 31st March 2022
was not found in the Director Report.
Reply by Board: The Board take the not on same.
The management of the Company assure you to comply all the provisions of the applicable
law in true spirit in future and is under process of making all the default good.
(C) Internal Auditor
Pursuant to Section 138 of the Companies Act, 2013, The Company has appointed a
professional to act as Internal Auditor.
(D) Cost Audit
As the Companies (Cost Records and Audit) Rules are not applicable to your Company,
therefore cost records as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013, is not required, therefore such accounts and
records are not made and maintained by the Company. Accordingly, the Company had not
appointed any Cost Auditor for the financial year 2022-23.
19. INTERNAL 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.
20. 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.
21. CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Auditors on its compliance forms an
integral part of the Annual Report.
22. ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has filed Annual Secretarial Compliance Report under regulation 24 (A) of
SEBI (LODR) Regulations, 2015 within due its due date and issued by M/s. Piyush Jethva,
Practicing Company Secretary, Rajkot for the year ended 31 March 2023 by confirming
compliance of SEBI Regulations/guidelines/circulars issued there under and applicable to
the Company.
23. 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.
24. PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit and 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
Bh
25. REMUNERATION POLICY
The Board has, on the recommendation of Nomination and 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.
Particulars of Information as per Section 197 of the Act read with Rule 5(2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a Statement
showing the names and other particulars of the Employees drawing remuneration in excess of
the limits set in the Rules and Disclosures pertaining to remuneration and other details
as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. 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.
Form AOC-2 relating to Disclosure of Particulars of Contracts/ arrangements entered
into by the Company with related parties is annexed as gAnnexure - Ch
and forming part of Directors Report.
All Related Party Transactions are placed before the Audit Committee as also the Board
for approval. A statement giving details of all related party transactions is placed
before the Audit Committee and the Board of Directors for their approval on a quarterly
basis. The policy on Related Party Transactions as approved by the Board has been uploaded
on the Companys website.
27. RISK MANAGEMENT POLICY
Risk management is a very important part of business. The main aim of risk management
is to identify, monitor and take precautionary measures in respect of the events that may
pose risk for the business. Companys risk management is embedded in the business
processes and thereby reduces the risk to its possible extent.
The Board periodically reviews the operations of the Company and identifies the risk /
potential risk, if any to the Company and implement the necessary course of action(s)
which the Board deems fit in the best interest of the Company. Further almost all the
business operations are being carried out directly under the supervision and control of
the Managing Director leaving no scope of any fraud or irregularities.
28. 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 Companys 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.
29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, there is no amount which is required to be transferred to
the Investors Education and Protection Fund as per the provisions of Section 125(2) of the
Companies Act 2013.
However, pursuant to Section 124 (5) of the Companies Act, 2013, the unpaid dividends
that will be due for transfer to the Investor Education and Protection Fund are as
follows:
Type & Year of Dividend Declared/Paid |
Date of Declaration of Dividend |
% of Dividend Declared |
Unclaimed Dividend Amount as on 31.03.2023 |
Due date for transfer to IEPF |
| Interim Dividend |
18/11/2017 |
1% of FV of Share |
Rs.640.20 |
17/11/2024 |
| 2017-18 |
|
|
|
|
| Final Dividend |
22/09/2018 |
1% of FV of Share |
Rs.3939.20 |
22/09/2025 |
| 2017-18 |
|
|
|
|
30. 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, 2023 received from the senior management team of the Company and the
Members of the Board, a declaration of compliance with the Code of Conduct.
31. 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.
32. ENVIRONMENT, HEALTH AND SAFETY
Considering Environment, Health and Safety as top most priority, we strive to provide a
safe and healthier work environment for our workforce. Our Manufacturing unit is
maintaining highest system standards like Occupational Health & Safety Management
System ISO 45001:2018.
The Company is conscious of the importance of environmentally clean & safe
operations.
The Companys policy requires conduct of operation in such a manner, so as to ensure
safety of all concerned, compliances environmental regulations and preservation of natural
resources. We celebrate days of importance like World Environment Day, National Safety Day
etc. to create awareness and educate our workforce.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo as per Section 134 (3) (m) of the Companies Act, 2013 and the Rule 8(3)
of the Companies (Accounts) Rules, 2014 as under:
A) Conservation of energy:
The Company regularly reviews measures to be taken for energy conservation, consumption
and its effective utilization. Additionally, due to consideration is given for selection
of energy efficient plant & machinery while undertaking manufacturing capacity
expansion, modernization & up gradation. The other identified key initiative taken for
conservation of energy during the year were -
(i) Steps taken or impact on conservation of energy, utilizing alternate sources of
energy and capital investments on energy conservation equipment : ? Installation of large
capacity, high speed energy efficient Wire Drawing, Conductor stranding, Laid-up, armoring
Machines and Sheathing Lines equipped with AC drives based motor control system ensuring
substantial energy saving. ? Utilized 125 KVA Generator as alternate source of Energy. .
(B) Technology absorption:
(i) The efforts made towards technology absorption are:
? Identification and sourcing of new and alternate materials for ensuring quality
improvement and cost competitiveness ? Optimisation of raw material utilisation, process
engineering and reduction of wastage.
(ii) The benefits derived like product improvement, cost reduction, product
development: ? Diversified and wider product range to address emerging market
opportunities. ? Enhanced productivity and overall operational efficiency.
(iii) Imported technology (imported during the last 5 years reckoned from the
beginning of the financial year):
a) Technology Imported: Nil
b) Imported from: NA
c) Has technology been fully absorbed? : NA
(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.633.60 Lakh
ii) Outgo by way of Imports : NIL
34. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has complied with the applicable provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has formulated and
adopted a Policy on Prevention of Sexual Harassment of Women at Workplace under the
aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered
under this Policy. The Company has not received any complaint of sexual harassment at
workplace during the year.
35. BUSINESS RESPONSIBITY AND SUSTAINABILITY REPORT (BRSR)
Pursuant to Regulations 34(2)(f) of the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015. The Business Responsibility
and Sustainability Report (BRSR) for the year ended 31st March, 2023 is not
applicable to the company.
36. OTHER DISCLOSURES
Your Company during the financial year ended March 31, 2023:
a) has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings;
b) has neither issued shares with differential rights as to dividend, voting or
otherwise nor has granted stock options or sweat equity under any scheme. Further, none of
the Directors of the Company holds investments convertible in to equity shares of the
Company as on 31st March, 2023.
c) During the year under review, the Company has not provided any loan or given any
guarantee or made any investment.
d) There was no revision of financial statements and Boards report of the Company,
during the year under review.
e) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status of the Company and its operations in
future.
f) The Company does not have any subsidiary company, Joint Venture or Associate
Company. g) There was no application made or no proceeding pending under the Insolvency
and Bankruptcy Code, 2016 during the year.
37. ACKNOWLEDGEMENT
Your Directors wish to express their appreciation and gratitude to all the employees at
all levels for their hard work, dedication and cooperation during the year.
Your Directors wish to express their sincere gratitude for the excellent support and
co-operation extended by the Companys shareholders, customers, bankers, suppliers,
regulatory and government authorities and all other stakeholders.
For and on behalf of the Board of Directors Ultracab (India) Limited,
Date: 1st September, 2023 |
Sd/- |
Place: Rajkot |
Nitesh P. Vaghasiya |
|
Chairman & Managing Director |
|
(DIN No: 01899455) |
+91-9892691696
