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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 |