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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Ultracab (India) Ltd.

Mar 31, 2024

The Directors have pleasure in presenting the 17^th Annual Report along with the Audited Financial Statements for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The Company''s Financial Performance, for the year ended March 31,2024 is summarized below:

	2023-24 (Rs. In lakh)	2022-23 (Rs. In lakh)
Particulars

Revenue from Operations	12405.56	10735.98
Other Income	33.62	31.21
Total Income	12439.18	10767.19
Less: Cost of Materials Consumed	9688.08	9087.61
Add/Less: Change in Stock in Trade for FG	148.12	-686.04
Less: Employees Benefits Expense	308.23	263.85
Less: Finance Cost	401.52	389.16
Less: Depreciation & Amortisation Expenses	86.51	77.70
Less: Other Expenses	953.46	853.91
Profit Before Tax	843.45	777.12
Tax Expenses	245.62	195.42
Profit After Tax (PAT)	597.83	581.70
Other Comprehensive Income (Net of tax)	_-	_-
Total Comprehensive Income after tax	597.83	581.70
Earnings per equity share a. Basic	0.63	0.61
b. Diluted	0.63	0.61

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 2023-24 at Rs.12405.56 Lakh

which was increase by approx. 16% % over last year (Rs.10735.98 Lakh in 2023-24) while the Profit after tax (PAT) for the year was Rs.597.83 Lakh of higher by approx 3% compared to the Profit after Tax (PAT) of Rs.581.70 Lakh in 2022-23.

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 31^st March, 2024.

5. CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs.30,00,00,000/- (Rupees Thirty Crore only) divided into 15,00,00,000 (Fifteen Crore only) Equity shares of Face Value of Rs 02/- (Rupees Two only)

The Paid Up Equity Share Capital as at March 31, 2024 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.

INCREASE AUTHORISED SHARE CAPITAL

During the Financial year, The Authorised Capital of the Company increase from 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) each to Rs.30,00,00,000/- (Rupees Thirty Crore only) divided into 15,00,00,000 (Fifteen Crore only) Equity shares of Face Value of Rs.02/- (Rupees Two only) each by passing a resolution and approved by Members of company in extra-ordinary general meeting held on 21^st March, 2024.

6. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31st March, 2024 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ) 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 31^st March, 2024.

Pursuant to the Requirements of Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ), the Company has formulated its Dividend Distribution Policy, the details of which are available on the Companyâs 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 companyâs 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 Companyâs equity shares are actively traded on BSE Limited (BSE). Further, the applicable listing fees for the financial year 2024-25 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, 2024 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	10/05/2018
8	*CS Brinda Paras Mehta	Company Secretary & Compliance officer	01/09/2023

*appointed as company secretary & compliance officer w.e.f. 01.09.2023.

*CS Khushbu Shah was tendered her resignation form the post of Company Secretary which was accepted by Board of Director w. e. f. 18.07.2023

â¢ 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, Mrs. Aartiben Pankaj Shingala (DIN: 09113214) Non-executive Director, retires by rotation and being eligible, offers herself for re-appointment.

A detailed profile of Mrs. Aartiben Pankaj Shingala, Non-executive 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.

â¢ Independent Directors

The following are the Independent Directors of the Company as on 31.03.2024:

1. Mr. Kanjibhai Hirpara (DIN: 06945882)

2. Mr. Bipinchandra Sangani (DIN: 06945854)

3. Mr. Prashant Sawant (DIN: 08503935)

In terms of the definition of âIndependenceâ 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

d) Corporate Social Responsibility 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.

â¢ Audit Committee

As of March 31, 2024 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 31^st March 2024, 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 31^st March, 2024 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 âgoing concernâ 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 8 (eight) 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 DIRECTORSâ MEETING

The Independent Directors met on 22^nd March 2024, 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 of 15^th 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, 2024. The said Auditorsâ Report for the financial year ended March 31, 2024 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 2023-24. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Auditor has submitted his Report for the financial year ended 31^st March, 2024 in the prescribed Form MR-3 of the Companies Act, 2013 and is annexed to this report as âAnnexure Aâ.

Some observations by Secretarial Auditor under report for FY2023-24 are as under:

1) The Company has not filed IEPF-2 within due date after completion of Annual General Meeting which was held on 30th September 2023.

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 SDD Software is duly maintained, however due to some technical glitches some entries which is required to be made during the year for some events were missing.

Reply by Board: The Board has taken detailed report from IT department and assured the smooth function of installed SDD software.

3) There was a clerical mistake in Corporate Governance Report filed for the Second and Third Quarter. In Meeting of Board of Director dated 08.08.23, 01.09.23 and 14.10.23. Only three Director kept present in all these three meetings, it is clarified to us that it was a clerical mistake and all the Directors were present in the meeting.

Reply by Board: It is due to some clerical error, however it is mentioned and noted in corporate governance report attached herewith.

4) There was an audit committee meeting as on 01-09-2023 for approval of related party transaction. However, the Company by mistake not mentioned the date of that audit committee meeting in corporate Governance Report filed to the stock exchange.

Reply by Board: It is due to some clerical error, however it is mentioned and noted in corporate governance report attached herewith.

5) Pursuant to SEBI Circular CIR/CFD/DCR/ 17/2015 dated December 01, 2015, system- driven disclosures was introduced in securities market. The promoter and promoter group has disposed-off the shares during the year under purview. The

System Driven disclosure for individuals of promoter / promoter group is updated on website of the stock exchange as per system driven disclosure, please be noted that no collective declaration/ Declaration by person acting in concern was filed by the company during the year due to automatic disclosure of acquisition / disposal of shares.

Reply by Board: The Company appoints National Securities Depository Limited as Designated depositories for capture and update transactions of promoter and promoter group to stock exchange as per the SEBI circular, and therefore no manual disclosure filed to exchange.

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.

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 2023-24.

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 2024 by confirming compliance of SEBI Regulations/guidelines/circulars issued there under and applicable to the Company.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

We as a responsible corporate citizen are committed to take up different developmental projects, towards improving the quality of lives of the underprivileged sections of the society and other stakeholders. We are required to constitute a Corporate Social Responsibility Committee as our Company falls within purview of Section 135(1) of the Companies Act, 2013. This Policy covers the proposed CSR activities to be undertaken by the Company and ensuring that they are in line with Schedule VII of the Act as amended from time to time. We have also formulated a corporate social responsibility policy which is available on our Company website i.e. www.ultracabwires.com.

The Annual Report on the CSR activities are required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in âAnnexure-Dâ which is annexed hereto and forms part of this report.

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 âAnnexure Bâ

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 armâs 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 âAnnexure - Câ and forming part of Directorsâ 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 Companyâs 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. Companyâs 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 Companyâs 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 31.03.2024	Due date for transfer to IEPF
Interim Dividend 2017-18	18/11/2017	1% of FV of Share	Rs.640.20	17/11/2024
Final Dividend 2017-18	22/09/2018	1% of FV of Share	Rs.3939.20	22/09/2025

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, 2024 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 Companyâs 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:

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 :

â¢ 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.

â¢ Utilized 125 KVA Generator as alternate source of Energy.

(B) Technology absorption:

(i) The efforts made towards technology absorption are:

â¢ Identification and sourcing of new and alternate materials for ensuring quality improvement and cost competitiveness

â¢ Optimisation of raw material utilisation, process engineering and reduction of wastage.

(ii) The benefits derived like product improvement, cost reduction, product development:

â¢ Diversified and wider product range to address emerging market opportunities.

â¢ 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

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.785.25 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 31^st March, 2024 is not applicable to the company.

36. OTHER DISCLOSURES

Your Company during the financial year ended March 31,2024:

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, 2024.

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 Companyâs shareholders, customers, bankers, suppliers, regulatory and government authorities and all other stakeholders.

Mar 31, 2023

The Directors have pleasure in presenting the 16^th Annual Report along with the Audited Financial Statements for the year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

The Company''s Financial Performance, for the year ended March 31,2023 is summarized below:

Particulars	2022-23 (Rs. In lakh)	2021-22 (Rs. In lakh)
	2022-23 (Rs. In lakh)	2021-22 (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 which was increase by approx. 26% over last year (Rs.8513.46 Lakh in 2021 -22) while the

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 31^st 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 (âthe Actâ) 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 com pany hence do not recommend any dividends for the year ended 31^st March, 2023.

8. EXTRACT OF THE ANNUAL RETURN

9. PUBLIC DEPOSITS

10. LISTING OF SHARES

The Companyâs 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	10/05/2018
8	*CS Khushbu Kalpit Shah	Company Secretary & Compliance officer	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

â¢ 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.

â¢ 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)

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

â¢ 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)

13. BOARD EVALUATION

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 31^st 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 31^st March, 2023 and of the profit of the Company for the year ended on that date;

d) The Directors have prepared the annual accounts on a âgoing concernâ 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 DIRECTORSâ MEETING

The Independent Directors met on 23^rd 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

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 15^th 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 Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended March 31, 2023. The said Auditorsâ 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 31^st March, 2023 in the prescribed Form MR-3 of the Companies Act, 2013 and is annexed to this report as âAnnexure Aâ.

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 Directorâs 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 15^th November 2022 & 25^th 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 31 st 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

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

25. REMUNERATION POLICY

26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Form AOC-2 relating to Disclosure of Particulars of Contracts/ arrangements entered into by the Company with related parties is annexed as âAnnexure - Câ and forming part of Directorsâ Report.

27. RISK MANAGEMENT POLICY

28. PREVENTION OF INSIDER TRADING

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 2017-18	18/11/2017	1% of FV of Share	Rs.640.20	17/11/2024
Final Dividend 2017-18	22/09/2018	1% of FV of Share	Rs.3939.20	22/09/2025

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 31 st 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

32. ENVIRONMENT, HEALTH AND SAFETY

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:

(i) Steps taken or impact on conservation of energy, utilizing alternate sources of energy and capital investments on energy conservation equipment :

â¢ Utilized 125 KVA Generator as alternate source of Energy.

(B) Technology absorption:

(i) The efforts made towards technology absorption are:

â¢ Identification and sourcing of new and alternate materials for ensuring quality improvement and cost competitiveness

â¢ Optimisation of raw material utilisation, process engineering and reduction of wastage.

(ii) The benefits derived like product improvement, cost reduction, product development:

â¢ Diversified and wider product range to address emerging market opportunities.

â¢ 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

35. BUSINESS RESPONSIBITY AND SUSTAINABILITY REPORT (BRSR)

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;

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.

For and on behalf of the Board of Directors

Ultracab (India) Limited,

Date: 1^st September, 2023 Sd/-

Place: Rajkot Nitesh P. Vaghasiya

Chairman & Managing Director (DIN No: 01899455)

Mar 31, 2018

TO THE MEMBERS OF ULTRACAB (INDIA) LIMITED

Dear Shareholders,

The Directors have pleasure in presenting the 11th Annual Report along with the audited financial statements for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

The Companyâs Financial Performance, for the year ended March 31, 2018 is summarized below:

Particulars	2017-2018 (Amt. in Rs.)	2016-2017 (Amt. in Rs.)
Revenue from Operations	4923.51	3385.70
Other Income	8.12	24.07
Total Income	4931.63	3909.76
EBITDA	413.63	329.25
Less: Finance Cost	218.91	221.10
Less: Depreciation & Amortisation Expenses	84.10	64.53
Profit Before Tax	110.62	43.62
Tax Expenses	35.14	13.04
Profit After Tax (PAT)	75.48	30.58
Other Comprehensive Income (Net of tax)	0	0
Total Comprehensive Income after tax	75.48	30.58
Earnings per equity share
a. Basic	0.59	0.28
b. Diluted	0.59	0.28

FINANCIAL PERFORMANCE

Your Directors are pleased to report that for the year under review, your Company has total revenue during the financial year 2017-18 at Rs.4931.63 Lakh as compared to last year (Rs.3385.70 Lakh in 2016-17) while the Profit after tax (PAT) for the year was Rs.75.48 Lakh, as compared to the Profit after Tax (PAT) of Rs.30.58 Lakh in 2016-17.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs.150,000,000/- (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lac) Equity shares of Rs.10/The Paid Up Equity Share Capital as at March 31, 2018 was Rs.12,72,30000/- divided into 12,72,3000 Equity Shares, having value of Rs.10/- 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.

DIVIDEND

During the year Company was declared and paid an Interim Dividend 0 1% on the equity share of 12,72,3000 carrying face value of Rs.10/- each, (i.e. 10/- paisa per Equity Share) amounting to Rs.12,72,300/Further, Your Directors have pleasure in recommending, for approval of the Members, at its 11th Annual General Meeting, a Final Dividend 0 1% on the equity share of 12,72,3000 carrying face value of Rs.10/- each, (i.e. 10/- paisa per Equity Share) amounting to Rs.12,72,300/- for the year ended March 31, 2018. If approved at the forthcoming Annual General Meeting.

SUBSIDIARIES

The Company does not have any subsidiary or associate companies.

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 is included in this Report as âAnnexure Aâ and forms an Integral part of the Report.

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.

Employee Stock Option Scheme

Under the âESOP Scheme 2016â, Company received an approval to grant an option of total 450000 equity shares to the eligible employees of the company. During the year options granted to the eligible employees of the company, but not exercise by eligible employees after competition of one year from option granted.

BOARD OF DIRECTORS

- Re-appointment of Director

As per the provisions of the Companies Act, 2013, Mrs. Sangeetaben Niteshbhai Vaghasiya, Director (DIN:06910845) retires by rotation at the ensuing 11th AGM and being eligible offers herself for re-appointment. The Board recommends the reappointment of Mrs. Sangeetaben Niteshbhai Vaghasiya, Director of the company.

The Board of Directors on recommendation of the Nomination and Remuneration Committee has approved the reappointment of Mr. Nitesh Vaghasiya as Chairman cum Managing Director for a period of 3 years with effect from April 1, 2019 to March 31, 2022 subject to approval of the members at the ensuing Annual General Meeting.

- Independent Directors

In terms of the definition of âIndependenceâ of Directors as prescribed under Clause 16(1)(b) of SEBI (listing Obligation and Disclosure Requirement) Regulation, 2015 entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Company has obtained declaration from independent directors as per above Regulations. The following Independent Directors were appointed for a period of 5 years with effect from 9th August, 2014:

1. Mr. Kanjibhai G. Patel

2. Mr. Jayshankarbhai B. Dave

3. Mr. Bipinchandra M. Sangani

- 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 46 years is Chief Financial Officer of our company. He has an experience of 28 years in the field of accounts, excise and export. He has joined our company on January 01, 2009. Mr. Diljeet Bhatti was initially appointed as a senior accountant and has been promoted to the post of CFO on August 9, 2014.

Mr. Mavur Gangani

Mayur Gangani aged 32 years is a Company Secretary and Compliance Officer of our company. He is an associate member of an ICSI. He has joined our company on August 14th, 2014. He has more than 9 years of experience in secretarial matters.

Committees of the Board

The Company has constituted various committees. Following committees has been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of Companies Act,2013 and SEBI (LODR) Regulation,2015:

1) Audit Committee

2) Shareholder and Investor Grievance Committee

3) Nomination and Remuneration Committee

A detailed note on the board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.

Board Evaluation

Pursuant to the section 134 (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.

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 remunerations provided in Section 178(3) of the Companies Act 2013, The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year 5 (Five) 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.

Management Discussion and Analysis

Internal Financial Control Systems and their Adequacy

Auditors (A) Statutory Auditors

M/s. Bhavin Associates, Chartered Accountants, (FRN: 101383W), were appointed as a Statutory Auditors of the Company to hold office till the conclusion of the 15th AGM to be held in the year 2022 are recommended for ratification of appointment for the Financial Year 2018-19. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Bhavin Associates that their appointment for the financial year 2018-19 would be in conformity with the limits specified in the said Section.

The Report given by M/s Bhavin Associates, Chartered Accountants, on the financial statements of the Company for the financial year 2017-2018 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

(B) Secretarial Auditors and Secretarial Audit Report

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 2017-18. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure B to this Report.

(C) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, The Company has appointed a professional as full-time employee to act as Internal Auditor. Further, due to not meet any qualified professional as per the eligibilities mentioned under the Companies Act, 2013 to act as Internal Auditor, Company appoints an internal auditor qualified as Inter CA and pursuing LLB.

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.

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.

CORPORATE GOVERNANCE

The Company is 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 governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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 armâs length basis. The Policy on materiality of related party transactions and dealing with related party as approved by the Board and Audit committee.

Each contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain armâs length transactions under third proviso thereto. Your Companyâs Policy on related Party Transactions, as adopted by the Board, can be accessed on the companyâs website.

PREVENTION OF INSIDER TRADING

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, 2018 received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no complaints were received by the Committee for redressal.

PARTICULARS OF EMPLOYEES

The 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 C

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 :

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 linear voltage supply to reduce energy consumption and losses.

Improved preventive maintenance of machines to reduce energy loss.

Utilized 125 KVA Generator as alternate 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 Wires developed for Higher 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 introduced in the market and give significant benefits in terms of quality, better performance of the end-user application and import substitution.

(iii) Imported technology (imported during the last 5 years reckoned from the beginning of the financial year):

a) Technology Imported: Printer for Cable Labelling

b) Year of Import: 2017

c) Has technology been fully absorbed? : Yes

d) If not fully absorbed, areas where this has not taken place, reasons therefore, and future plans 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 terms of actual outflows as follows:

i) Earnings by way of Exports : Rs.74.71 Lakh

ii) Outgo by way of Imports : Rs.4.11 Lakh MATERIAL CHANGES AND COMMITMENTS

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors of the Company has affirmed with the compliances of Secretarial Standards issued by Institute of Company Secretaries of India.

LISTING

The Companyâs Shares are listed on BSE Limited at Mumbai DIRECTORSâ RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended March 31, 2018, 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 March 31, 2018 and of the profit of the Company for the year ended on that date;

d) The Directors have prepared the annual accounts on a going concernâ 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.

APPRECIATION

Your Directors would like to express their sincere appreciation to the companyâs Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for the hard work, solidarity, cooperation and support of employees at all levels.

For and on behalf of the Board of Directors

Ultracab (India) Limited,

Sd/-

Nitesh P. Vaghasiya

Chairman & Managing Director

(DIN No:01899455)

Date: 8th August, 2018

Place: Rajkot.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 9th Annual Report along with the audited financial statements for the year ended March 31, 2016.

FINANCIAL RESULTS

The Company''s Financial Performance, for the year ended March 31, 2016 is summarized below:

No.	Particulars	2015-2016 (Amt. in Rs.)	2014-2015 (Amt. in Rs.)
1	Net Total Income	413,574,954	352,650,906
2	Less: Operating and Admin. Expenses	377,874,099	313,897,268
3	Profit before Interest, Depreciation and taxes	35,700,855	38,753,638
4	Less: Depreciation & Amortization	6,145,455	4,594,939
5	Add : Extra-ordinary and Exceptional item	225,191	-
6	Profit before Interest and Tax (PBIT)	29,780,591	34,158,699
7	Less : Interest	22,428,261	27,467,595
8	Profit Before Tax (PBT)	7,352,330	6,691,104
9	Less: Tax Expenses:
	1) Current Tax	2,271,870	2,067,551
	2) Deferred Tax	(1,023,721)	1,258,334
10	Profit After Tax (PAT)	6,104,181	3,365,219
11	Balance brought forward from Previous Year	-	-
12	Net Profit carried to Balance Sheet	6,104,181	3,365,219
13	Earnings per equity share	0.72	0.59

FINANCIAL PERFORMANCE

Your directors are pleased to report that for the year under review, your Company has been able to achieve, The total revenue during the financial year 2015-16 at Rs.4135.74 Lakh was higher by 17.28% over last year ( Rs. 3526.50Lacs in 2014-15) while the Profit after tax (PAT) for the year was Rs. 61.04 Lakh, a recording growth of 81.40 % over the Profit after Tax (PAT) of Rs 33.65 Lakh in 2014-15.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs 100,000,000/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity shares of Rs 10/During the Financial year, the paid up share capital of the Company is increased from Rs. 8,01,40,000 (Rupees Eight crore one lakh fourty thousand) divided into 80,14,000 (Four lakh Sixty eight thousand) equity shares of Rs. 10 each to Rs.8,48,20,000 (Rupees Eight Crore Fourty eight Lakh twenty Thousand) divided into 84,82,000 (Eighty Four lakh eighty two thousand) equity shares of Rs 10 each.

Due to issue of equity shares through Preferential allotment of 4,68,0000 (Four lakh sixty eight thousand) equity shares of face value of Rs 10 each at a premium of Rs. 39.30 on 30th April 2015.

DIVIDEND

As per observation of the Board of Directors for strengthening the position of the company no dividend is recommended for the financial year 2015-16.

SUBSIDIARIES

Presently, there is no subsidiary of the Company.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Aâ.

PUBLIC DEPOSITS

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

Employee Stock Option Scheme

In order to retain, reward, motivate desired talent for high level of individual performance, to create a culture of ownership, alignment with shareholder''s interests and to align employees'' objectives towards critical goals/ milestone of the Company, it is proposed to introduce "Ultracab (India) Ltd Employees Stock Option Scheme 2016" ("ESOP Scheme 2016" or "the Scheme"). Under the ESOP Scheme 2016, Company received an approval to grant an option of total 4,50,000 equity shares to the eligible employees of the company. During the year 2,00,000 Options are granted to the eligible employees of the company.

- DIRECTORS

Re-appointment of Managing Director

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Nitesh Vaghasiya, Chairman cum Managing Director (DIN: 01899455), whose tenure as Managing Director expires on 31st March, 2016. Accordingly, Mr. Nitesh Vaghasiya, Managing Director being eligible and offers himself for Re-appointment. The Board recommends re-appointment of Mr. Nitesh Vaghasiya for the further tenure of three years .i.e. 1st April, 2016 up to 31st March, 2019 and his appointment will be subject to the approval of the members in the ensuing General Meeting.

- Re-appointment of Non-Executive Director

As per the provisions of the Companies Act, 2013, Mrs. Sangeetaben Vaghasiya Non-Executive Director (DIN: 06910845) retires by rotation at the ensuing 9th AGM and being eligible offers herself for re-appointment. The Board recommends the reappointment of Mrs. Sangeetaben Vaghasiya as Non-Executive Director of the company.

Independent Directors

In terms of the definition of âIndependence'' of Directors as prescribed under Clause 16(1)(b) of SEBI (listing Obligation and Disclosure Requirement) Regulation, 2015 entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013.,company has obtained declaration from independent directors as per above Regulations. The following Independent Directors were appointed for a period of 5 years with effect from 9th August, 2014:

1. Mr. Kanjibhai G. Patel

2. Mr. Jayshankarbhai B. Dave

3. Mr. Bipinchandra M. Sangani

- Key Managerial Personnel

Mr. Diljeet Bhatti

Diljeet Bhatti aged 44 years is Chief Financial Officer of our company. He has an experience of 27 years in the field of accounts, excise and export. He has joined our company on January 01, 2009. Deeljit was initially appointed as a senior accountant and has been promoted to the post of CFO on August 9, 2014.

Mr. Mayur Gangani

Mayur Gangani aged 30 years is a Company Secretary and Compliance Officer of our company. He is an associate member of an ICSI. He has joined our company on August 14th, 2014. He has more than 9 years of experience in secretarial matters.

- Committees of the Board

The Company has constituted various committees. Following committees has been established as apart of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of Companies Act,2013 and SEBI (LODR) Regulation,2015:

1) Audit Committee

2) Shareholder and Investor Grievance Committee

3) Nomination and Remuneration Committee

A detailed note on the board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.

- Board Evaluation

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 remunerations provided in Section 178(3) of the Companies Act 2013, The Remuneration Policy is stated in the Corporate Governance Report.

- Meetings

During the year nine 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

Internal Financial Control Systems and their Adequacy

- Auditors

(A) Statutory Auditors

The Company in its Board meeting held on 17th May, 2016 appointed M/s. J. A. Sheth & Associates, Chartered Accountants, Rajkot, (Firm Registration No. : 1 19980W), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. R. Harsoda & Co., Chartered Accountants, (Firm Registration No.: 128513W) Rajkot. The appointed Statutory Auditor has hold the office from the board meeting held on 17th May, 2016 to the conclusion of 09th Annual General Meeting subject to Re-appointment from the conclusion of 09th Annual General Meeting until the conclusion of the 10th Annual General Meeting of the Company, However their term of Appointment and remuneration shall be ratified by the members of the company in this AGM.

(B) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed M/s Piyush Jethva, Practicing Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2015-16. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure B to this Report.

AUDITORS'' REPORT

The report of the Statutory Auditor along with Notes to Accounts are enclosed to this report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

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 .

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.

CORPORATE GOVERNANCE

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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 and Audit committee.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto is disclosed in Form No. AOC -2 annexed as Annexure C with this report.

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 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. All Board of Directors and the designated employees have confirmed compliance with the Code.

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, 2016, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

PARTICULARS OF EMPLOYEES

The 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 D

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 :

- 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 Linear voltage supply to reduce energy consumption and losses.

- Improved preventive maintenance of machines to reduce energy loss.

- Utilized 125 KVA Generator as alternate 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 Wires developed for Higher 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 introduced in the market and give significant benefits in terms of quality, better performance of the end-user application and import substitution.

(iii) Imported technology (imported 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 fully absorbed, areas where this has not taken place, reasons therefor, and future plans 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 terms of actual outflows as follows:

i) Earnings by way of Exports : Rs. 89.45 Lakh

ii) Outgo by way of Imports : NIL

MATERIAL CHANGES AND COMMITMENTS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended March 31, 2016, 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 March 31, 2016 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.

ACKNOWLEDGEMENT

Your 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. Your 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

Ultracab (India) Limited,

Sd/-

Nitesh P. Vaghasiya

Chairman & Managing Director

(DIN No:01899455)

Date: 11-07-2016

Place: Rajkot.

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.

FINANCIAL RESULTS:

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

FINANCIAL PERFORMANCE

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.

INCREASE IN AUTHORISED SHARE CAPITAL

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.

DIVIDEND

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.

CONVERSION OF COMPANY INTO APUBLIC LIMITED COMPANY

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.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

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.

LISTING ON SME PLATFORM

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.

INITIAL PUBLICOFFERING

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.

DEMATERIALIZATION OF SHARES

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.

SUBSIDIARIES

Presently there is no subsidiary of the Company,

EXTRACTOF THE ANNUAL RETURN

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

PUBLIC DEPOSITS

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

DIRECTORS

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:-

l.Mr.KanjibhaiG.Patel

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.

Meetings

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.

Auditors

(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.

AUDITORS" REPORT

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

CO RPORATE 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,

PARTICULARS OF LOANS, GUARANTEES OR IN VESTMENTS UN DER SECTION 186

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.

CORPORATE GOVERNANCE

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.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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.

PREVENTION OF INSIDERTRADING

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.

DECLARATION OFTHE DIRECTORS ONTHE CODEOF 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, 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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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.

PARTICULARS OF EMPLOYEES

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

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

M ATERIALCHANG ES AND COMMITMENTS

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE 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.

DIRECTORS'RESPONSIBILITY STATEMENT

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

that:

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.

ACKNOWLEDGMENT

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

Sd/-

Nitesh P. Vaghasiya

Chairman & Managing Director

(DIN No: 01899455)

Date: 24th, August 201S

Place: Raj kot.

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