UBE Industries Ltd
Directors Reports
PART I - PERFORMANCE / OPERATIONS:
The Directors hereby present the Annual Report of the Company, together with the audited
Financial Statements, for the year ended March 31, 2022.
FINANCIAL RESULTS
As there is no revenue generation this year there are no financial results FUTURE
OUTLOOK
With the increase in number of vehicles a billions globally, today the Parking Industry
needs efficient and smarter parking operations. According to new analysis, the world wide
parking industry is expected to attract $200- $250 million of strategic investment over
next 3-5 years.
INFRASTRUCTURE DEVELOPMENT DIVISION (ESTATES & BUILDINGS)
INFRASTRUCTURE DEVELOPMENT DIVISION (ESTATES & BUILDINGS) of your company is
targeting to development & setting up of Infrastructure projects in the segments of
Industrial Estates, Commercial Complexes, Housing Complexes, Sports Infrastructure, Arts
Infra Structure, Agricultural Infrastructure and others.
The Infrastructure Development and Construction Industry in India is the second largest
after agriculture. It accounts for about 11 % of India as GDP and contributes to the
national economy also by providing employment to large number of people. Growth drivers
are consequently in general the estimated urban housing shortage of 18.8 Million dwelling
units and in the rural India the shortage is estimated at 47.4 Million units in 2012.
Concerning the Infrastructure In India, the present level is inadequate to meet the demand
of the existing urban population. Therefore a re-generation of urban areas in
existing cities and the creation of new, inclusive smart cities are needed due to an
increasing population and migration from rural to urban areas. Those future cities require
smart real estate and urban infrastructure, Further also the Government pushes the growth
by launching a new urban development mission to help develop 500 cities, which include
cities with more than 100,000 and some cities of religious and tourist importance. The
mission includes the support of use of private capital and expertise through Public
Private Partnerships (PPPs), to holster their infrastructure and services in the next 10
years.
The Construction Industry in India is expected to grow at 5.6% during 2016-20, compared
to 2.9% during2011-15, The activities that registered the highest growth include export
cargo (10%), highway construction/widening (9.8%), power generation (6.6%), impart cargo
(5.8%) and cargo at major parts(5.350),
India will be required to spend $ 454.8 by on infrastructure development over the
period of five years (2015-20), with 70% of funds needed for power, roads and urban
Infrastructure segments Expected cement capacity addition of 80-100 MT per annum over next
five years.
India will become the world's third largest Construction Market by 2025 and thereby the
Infrastructure Sector is a key driver for the Indian Economy. Especially the road sector
profits from the Government's efforts and initiated policies to ensure time-bound creation
of world class infrastructure in the country.
The Indian Engineering sector has witnessed a remarkable growth over the last few years
driven by increased investments in infrastructure and industrial production, The
engineering sector, being closely associated with the manufacturing and
infrastructure sectors, is of strategic importance to India's economy.
India on its quest to become a global superpower has made significant strides towards
the
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development of its engineering sector, The Government of India has appointed the
Engineering Export Promotion Council (EEPC)as the apex body in charge of promotion of
engineering goads, products and services from India. India exports transport equipment,
capital goods, other machinery/equipment and light engineering products such as castings,
forgings and fasteners to various countries of the world, The Indian semiconductor
industry offers high growth potential areas as the industries which source semiconductors
as inputs are themselves witnessing high demand,
India became a permanent member of the Washington Accord (WA) in June 2014. The country
is now a part of an exclusive group of 17 countries who are permanent signatories of the
WA, an elite international agreement on engineering studies and mobility of engineers.
NOTES ON SUBSIDIARY COMPANIES
Your company has no subsidiary companies as of now; however, your company is proposing
to acquire the controlling equity in UBE Automotive Limited, UBE Projects Limited, UBE
Tools Limited, UBE Weldproducts Limited, Rishab Alchem India Limited and Richweld
Electrodes Limited. On acquiring controlling equity in the above companies, present
business of all the divisions will be transferred to respective companies through the
process of de-merger of each division from your company according to their present
operations at an appropriate time.
After the re-structuring and having the subsidiaries, your company will be a holding
company to these companies and also few other companies proposed to be taken over and be a
marketing company to all its subsidiaries, other associated companies. Further. Your
company is in the process of finalizing with international companies and Indian companies
where in the excellent products to be brought to India.
DIVIDEND
Considering the long-term interest of the Members and as a matter of prudence it is
proposed to plough back profits to build up own resources, your directors, therefore, have
not recommended payment of cash dividend for the period ended 31 March 2022.
CORPORATE SOCIAL RESPONSIBILITY
Your Company continues to accord high priority in contribution to socio economic
development particularly in the areas of rural health, education etc among the villages in
the vicinity of the plant.
INSURANCE
All properties and insurable intere: t of the company have been adequately insured, as
required under Public Liability Insurances Act, 1991, your company has taken necessary
insurance coverage.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
A) CONSERVATION OF ENERGY
As the operations of the company have not geared up fully, therefore, Conservation of
Energy is not applicable.
B) TECHNOLOGY ABSORPTION
As the operations of the company have started in a minute form, therefore, Technology
Absorption is not applicable, however, your company is exploring to seek the Technology
from Reputed Manufacturers, Consultants, Design and R & D firms from world over.
C) FOREIGN EXCHANGE OUT GO
As the operations of the company have not started in total, therefore, no earnings
including foreign exchange or any foreign Technology, Visits or purchases are made during
the year 2021-2022, hence, nothing to be reported under this heading.
HEALTH, SAFETY AND ENVIORMENT
Your company continues to take care about health, safety and environment
within and around k. INVESTMENTS
Your company has made certain investments and the same shall be reported in the
forthcoming financials years as part of Balance Sheet and proposed to invest in the
projects under development by the Infrastructure Development Division as JVs/SPV which are
under progress.
RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION
Your Company has initiated to focus on Research and Development activities with special
emphasis on Engineering Products such as Welding Consumables, EPC Projects (Turn Key
Projects) & Fabrication (Heavy, Structural, Pressure Parts, Light Special Purpose
Machines & Tooling Systems and Jigs & Fixtures, Automotive Engineering and
Infrastructure Development (Construction and Construction Related along with Special
Materials and Material Sciences.
Further development of the Global Scenario in the above line of activities.
LONG TERM BORROWINGS.
Your company has no Long Term Borrowings as of now.
PART II - CORPORATE MATTERS HUMAN RESOURCES.
HUMAN RESOURCES.
Your Company continues to place high value on Human Resources as one of the corner
stones for achieving the organizational vision. In line with this, it is proposed the
Chairman's Award has to be instituted as the highest form of recognition for individuals
and teams that have significantly contributed towards Your Company's long term profitable
growth. It is proposed, the individuals and the teams are assessed by an eminent jury and
the best achievements are recognized and honoured.
Your Company's proposed for initiating and developing internal leadership pipeline, the
"Emerging Leaders Programme", has taken off to a good start and the identified
talent are going through a structured development process.
Your Company has promoted purposive Industry-Institute collaborative initiatives
creating a talent pool for industry with contemporary knowledge and skills.
PARTICULARS OF EMPLOYEES
Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
The board's report shall include a statement showing the name of every employee of the
company., who-
(i) if employed throughout the financial year, was in receipt of remuneration for that
year which, in the aggregate, was not less than sixty lakh rupees; NIL
(ii) if employed for a part of the financial year, was in receipt of remuneration for
any part of that year, at a rate which, in the aggregate, was not less than five lakh
rupees per month; NIL
(iii) if employed throughout the financial year or part thereof, was in receipt of
remuneration in that year which, in the aggregate, or as the case may be, at a rate which,
in the aggregate, is in excess of that drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the company. NIL
During the period, there was no employee drawing remuneration in the above category.
During the period, the company has three (Engineering Graduate trainees) one Engineer
apart from Sixteen employees(by clients), however, the Personnel Policy of
the company is initiated and will be made keeping in view of one of the best human.
As of now the company has twenty employees in total including client deputed employees
A comprehensive Personnel Policy of the company is under constant revision by the
Remuneration Committee keeping in view of the test human resource model.
AUDITORS
M/s. D Venugopal & Co, auditors of your Company, who are retiring at the Thirty
Seventh General Meeting and being eligible to offer themselves for reappointment.
AUDIT COMMITTEE
Your company has constituted an Audit Committee to meet the requirements under the
provisions of Sections 177 of the Companies Act, 2013 and the listing agreement with the
stock exchanges. The committee is chaired by Mr Rajarapu Ramesh has taken over as the
Chairman of the committee, who is an MBA with Finance as specialization and has 10 years
of wide experience in the field of Finance & Marketing Services.
CORPORATE GOVERNANCE REPORT
A report on Corporate Governance Report and Management Discussions & Analysis
Report is annexed separately as part of the report.
CASH FLOW STATEMENT
A cash flow statement for the year's operation is appended.
FIXED DEPOSITS
Your company has not accepted any fixed deposits under the provisions of Section 73 of
the Companies Act, 2013 hence not applicable to the company.
INSURANCE
All properties are insurable in the interest of the company including buildings,
plant and machinery and stocks have been adequately insured. As required under Public
Liability Insurance Act. 1991, your company has taken necessary insurance coverage.
DIRECTORS
Mr S Rajaneesh Chandra (02202828) and Mrs Rani Prasanna Sirimalla (02943355) by
rotation and being eligible to offer themselves for reappointment.
ANCILLARY DEVELOPMENT
Your company has planned to develop ancillary companies wherein the products of
ancillary Companies will be used in the products of your company.
DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 134 OF THE COMPANIES ACT, 2013
Responsibilities in relation to financial statements:
The financial statements have been prepared in conformity, in all material
respects, with the generally accepted accounting principles in India and the accounting
standards prescribed by ICAI in a consistent manner and supported by reasonable and
prudent judgments and estimates. The Directors believe that the financial statements
reflect true and fair view of the financial position as on 31.03.2022.
The financial statements have been audited by M/s. D Venugopal & Co, Chartered
Accountants in accordance with generally accepted auditing standards which include an
assessment of the systems of internal controls and tests of transactions to the extent considered
necessary by them to support their opinion.
GOING CONCERN
In the opinion of the Directors, the Company's operations the main business activities,
Manufacturing of Welding Consumable and Eqi ipment, Design, Fabrication, Erection and
Commissioning of Process
Plants (EPC and Heavy Fabrication), Design, Manufacture, Erection and Commissioning of
Special Purpose Machine Tools and Tooling Systems, and Infrastructure Development and
accordingly it is considered appropriate to prepare the financial statements on the basis
of going concern. Maintenance of accounting records and internal controls
The company has taken proper and sufficient care for the maintenance of adequate
accounting records as required by the Statute.
Directors have overall responsibility for the Company's internal control system which
is designed to provide a reasonable assurance for safeguarding of assets, reliability of
financial records and for preventing and detecting fraud and other irregularities.
The system of internal control is monitored by internal audit function, which
encompasses the examination and evaluation of the adequacy and effectiveness of the system
of internal control and quality of performance in carrying out assigned responsibilities.
Internal Audit Department interacts with all levels of management and the Statutory
Auditors, and reports significant issued to the Audit Committee of the Board.
Audit Committee supervises financial reporting process through review of accounting and
reporting practices, financial and accounting controls and financial statements. Audit
Committee also periodically interacts with internal and statutory auditors to ensure
quality and veracity of company's accounts.
Internal Auditors and Statutory Auditors have full and free access to all the
information and records as considered necessary to carry out their responsibilities. All
the issues raised by them have been suitably acted upon and followed up.
ACKNOWLEDGEMENTS
Your Directors wish to thank the Central Government, Government of Telangana, Financial
Institutions and the Company's Bankers for a variety of help and regular encouragement to
the company. Your Directors gratefully acknowledge the trust and confidence you as
esteemed shareholders have placed in the company at all times. Your Directors also wish to
place on record their appreciation of the dedicated services rendered by all the officers,
staff and workers of the company at all levels and for their unfailing loyalty and sense
of belonging which constituted the hall mark of your company.
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For and on behalf of the Board |
| Place: Hyderabad Date: 24 August 2022 |
Rajarapu Ramesh Director |
Sirimalla Rajaneesh Chandra Director |
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