UB Engineering Ltd
Chairman Speech
Chairman
Dear Shareholders,
I extend hearty welcome to you all at the 40th Annual General Meeting of the Company.
It gives me immense pleasure to report that your Company is getting strength by
strength with continued growth since last year.
The projected growth in world economy in 2011 and 2012 is estimated at 4.4% to 4.5%.
The rising commodity prices, global crude oil prices and inflationary pressures have
afflicted the growth not only of the global economy but the Indian economy as well.
With Government of India's continued focus on infrastructure / power in recent budget
2011-12, increased budgetary outlays there is tremendous growth potential. The company has
carry forward order book of Rs. 11867 Million as on 31st March, 2011 and further orders
are in pipeline.
Considering huge potential for pre-fabiicated steel structures, your company is in the
process of construction of fabrication unit at Chhattisgarh on the land allotted by CSIDC.
The commercial production is expected by the end of the current fiscal.
UB Infrastructure Limited, Wholly Owned Subsidiary of your company is now poised to
undertake the projects for construction of roads, highways, bridges etc.
Your Company is also exploring the avenues for overseas business ventures and has now
established Joint Venture Company UB OSTAN (India) Private Limited for manufacture of
injection moulds, injection moulding components etc.
During year under review turnover of the Company has increased from Rs.5268 Million to
Rs.6108 Million. However increased interest burden on loan funds and depreciation have
pulled down the profits of the Company.
With a view to conserve the resources for working capital, no dividend is recommended
for the year under review.
I am sure you will continue to support in my endeavor in consolidating and
strengthening the growth of the Company both horizontal and vertical.
I wish to record my sincere thanks to you all, UB Group, my colleagues on Board, banks,
suppliers, employees for their warm support from time to time..
S. D. Lalla
Chairman
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UB Engineering Ltd
Directors Reports
To
The Members,
Your Directors present the Annual Report of your Company together with the Audited
Accounts for the year ended March 31, 2016.
|
|
(Rs. Million) |
| Financial Results |
2015-16 |
2014-15 |
| Turnover |
783.63 |
1,183.62 |
| (Loss) / Profit before interest, |
|
|
| depreciation, amortization and tax |
(1,082.67) |
(1,141.14) |
| Less Finance cost |
516.74 |
388.54 |
| Less Depreciation and amortization |
82.91 |
86.15 |
| Less provision for taxation |
NIL |
NIL |
| (Loss) / profit after taxation for the |
|
|
| year carried to balance sheet |
(1,682.32) |
(1,615.83) |
DIVIDEND
In view of the loss for the year, your Directors are unable to recommend any Dividend
for the year ended March 31, 2016.
PERFORMANCE OF THE COMPANY
During the year under review, the Turnover of the Company reduced to Rs.783.63 Million
from Rs.1183.62 Million. The operations continued to be adversely affected by
non-availability of credit limits from Banks and thus leading to lack of working capital
and delay in completion of projects. Company is exploring the possibilities for fresh
orders with sub-contract arrangement. Consequent to accumulated losses for the financial
year ended 31st March, 2014, reference was made to Board for Industrial
Financial Reconstruction (BIFR) which was subsequently registered with them and the
Operating Agency is to be appointed. The company is making all out efforts to realize
overdue accounts and Retention monies. Further discussion with prospective investors/Banks
is in process and if successful, will improve the cash flow. The company is contesting the
action initiated by the Consortium Banks with appropriate authorities.
SUBSIDIARY COMPANIES
In accordance with the General circular issued by the Ministry of Corporate Affairs and
Section 136 of the Companies Act, 2013, Annual Report of subsidiary companies viz. UB
Infrastructure Limited, Bhopal-Berasia-Sironj Highway Private Limited and Sendhwa-Khetia
Road Development Company Private Limited are not attached with this Annual Report. However
the Report on performance and financial position of subsidiary companies in the prescribed
form AOC-1 is annexed to this report as Annexure-A.
UB Infrastructure Limited, a wholly owned subsidiary, is under liquidation with effect
from 21st November 2014 in terms of order passed by the Honorable High Court,
Mumbai and hence consolidation of financial statements of the company and its fellow
subsidiaries are not necessary. The Annual Accounts of the subsidiary companies and the
related information will be made available to the members of the Company upon request and
will be kept open for inspection by any member at the Registered Office of the Company
during business hours.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr.M.S.Reddy, Non-executive Independent Director resigned w.e.f.5th April,
2016.
Ms. Tushita Patel, Director, retires by rotation and being eligible offers herself for
reappointment as a Director liable to retire by rotation.
Mr. J.K. Sardana, was reappointed as Managing Director, with effect from May 30, 2016
for a period of one year, on the same terms and conditions as approved by the members in
the previous Annual General Meeting held on December 22, 2015. The reappointment and
remuneration of Mr.J.K.Sardana, as Managing Director, are subject to approval of the
members and Central Government.
A brief resume of the Directors proposed to be appointed / re-appointed is given in the
Annexure to the Notice.
The Company is in process of appointment of additional directors to comply with minimum
strength of the Board and key managerial personnel i.e. Chief Financial Officer and
Company Secretary.
DIRECTOR'S RESPONSIBILITY STATEMENT
In compliance with Section 134 (5) of the Companies Act, 2013, the Directors state
that:
(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures; (b)
accounting policies have been selected and applied consistently and the judgments and
estimates made are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of the loss of the
Company for the year;
(c) proper and sufficient care have been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for prevention and detection of fraud and other
irregularities;
(d) the annual accounts have been prepared on a going concern basis (refer financial
note No.21);
(e) internal financial controls have been laid down to be followed by the Company. In
the absence of a CFO, the Managing Director exercises both operational management and
financial affairs of the Company with the guidance of Group CFO if and when so required.
(f) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that, such systems are adequate and operating effectively.
AUDITORS
In the last Annual General Meeting (AGM) held on December 26, 2014, Messrs. V. P. Mehta
& Company, Chartered Accountants, have been appointed Statutory Auditors of the
Company for a period of 3 years. Ratification of appointment of Statutory Auditors is
being sought from the Members of the Company at this AGM. Further, the Statutory Auditors
have, under Section 139(1) of the Act and the Rules framed thereunder, furnished a
certificate of their eligibility and consent for appointment.
With regard to the observations of the Statutory Auditors in their report, the relevant
Notes in Notes to Accounts are self-explanatory besides observations in the Directors
Report supra.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to erstwhile Clause 49 of the Listing Agreement with the Stock Exchanges and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a report on Corporate Governance and Management Discussion and Analysis
Report is attached to this Annual Report.
DISCLOSURES
Board and its Committees
The details of the composition of the Board / committees and Meetings of the Board are
given in the Report on Corporate Governance.
Internal Financial Controls
The Company is in process of establishment of adequate internal financial controls. The
report of the Statutory Auditors in this regard forms part of this report.
Risk Management
The Company manages, monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives through the Audit Committee and
Internal Auditors comprising of external firm of Chartered Accountants. The Company is
exposed to various legal disputes which are handled by expert legal advisors in
consultation with the Managing Director.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR
EMPLOYEES
The Board on the recommendation of the Nomination and Remuneration Committee has laid
down a policy for appointment of Directors and remuneration for the Directors, Key
Managerial Personnel and Senior Employees. The same is enclosed as Annexure-B to
this Report. However, no Chief Financial Officer and Company Secretary were appointed
during the year.
PERFORMANCE EVALUATION OF THE BOARD AND COMMITTEES
The details of annual evaluation made by the Board of its own performance and that of
its Committees and Individual Directors and performance criteria for Independent Directors
laid down by the Nomination and Remuneration Committees are enclosed as Annexure-C to
this Report.
VIGIL MECHANISM
The Company has implemented a vigil mechanism to provide a framework for the Company s
employees and Directors to promote responsible and secure whistle blowing. It protects the
employees who raise concern about serious irregularities within the Company. A brief
summary of the vigil mechanism implemented by the Company is annexed under Annexure-D to
this Report. This policy is available on the website of the Company.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with respect to the remuneration of Directors and Employees as required
under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-E to
this Report. Details of employee remuneration as required under provisions of Section 197
of Companies Act, 2013 and Rule 5(2) and Rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office
of the Company during working hours before 21 days of the Annual General Meeting and shall
be made available to any shareholder on request.
CORPORATE SOCIAL RESPONSIBILITY
The Company has in place a Corporate Social Responsibility Committee (CSR) for
overseeing CSR activities. In view of the accumulated losses, there was no necessity for
CSR spending during the year under review.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT -9 is annexed
herewith as Annexure-F.
LISTING OF SHARES OF THE COMPANY
Your Company s Equity shares are listed on the BSE Limited (formerly Bombay Stock
Exchange Limited) and National Stock Exchange of India Limited.
FIXED DEPOSITS
The Company has not accepted any deposits from the public during the year under review.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year under review, there were no material 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 Company has adopted a Related Party Transaction Policy which is uploaded on the
Company s website. None of the Directors have any material pecuniary relationships or
transactions vis--vis the Company.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the continued support
from Banks, and
Financial Institutions, Share-holders, customers, suppliers, the Group companies,
business associates and
|
By Order of the Board |
|
J.K. Sardana |
|
Managing Director |
|
DIN 02222792 |
| Place : Pune |
|
| Date : November 8, 2016 |
|
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