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<dhhead>DIRECTOR’S REPORT </dhhead>
TO
THE MEMBERS OF
ULTRACAB (INDIA) LIMITED
Dear Shareholders,
The Directors have pleasure in presenting the 18th Annual
Report along with the Audited Financial Statements for the year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS
The Company's Financial Performance, for the year ended March 31, 2025,
is summarized below:
| |
2024-25 |
2023-24 |
Particulars |
(Rs. In lakh) |
(Rs. In lakh) |
Revenue from
Operations |
23,943.38 |
12405.56 |
Other Income |
21.51 |
33.62 |
Total Income |
23,964.90 |
12439.18 |
Less: Cost of
Materials Consumed |
22,037.91 |
9688.08 |
Add/Less: Change
in Stock in Trade for FG |
-1,964.26 |
148.12 |
Less: Employees
Benefits Expense |
394.25 |
308.23 |
Less: Finance
Cost |
471.61 |
401.52 |
Less:
Depreciation & Amortisation Expenses |
119.99 |
86.51 |
Less: Other
Expenses |
1,531.23 |
953.46 |
Profit Before
Tax |
1,371.35 |
843.45 |
Tax Expenses |
399.2 |
245.62 |
Profit After
Tax (PAT) |
972.15 |
597.83 |
Other
Comprehensive Income (Net of tax) |
- |
- |
Total
Comprehensive Income after tax |
972.15 |
597.83 |
Earnings per
equity share |
|
|
a. Basic |
0.99 |
0.63 |
b. Diluted |
0.99 |
0.63 |
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 2024-25 at
Rs. 23,943.38 lakhs which was increase by approx. 93% over last year (Rs. 12405.56 Lakh in
2023-24) while the Profit after tax (PAT) for the year was Rs. 972.15 Lakh of higher by
approx. 63% as compared to the Profit after Tax (PAT) of Rs. 597.83 lakhs in 2023-24.
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 year.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of financial year to which this financial statement
relates and the date of this Report.
6. 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) Equity shares of Face
Value of Rs 02/- (Rupees Two only).
During the year, the Company issued and allotted 2,75,35,454 (Two Crore
Seventy-Five Lakhs Thirty-Five Thousand Four Hundred Fifty-Four) Equity Shares of Rs. 2/-
each of the Company, pursuant to the Right issue of the Company. As a result of the
allotment, the issued, subscribed and paid-up capital of the Company increased to Rs.
24,59,15,908 /- (Rupees Twenty-Four Crore Fifty - Nine Lakhs Fifteen Thousand Nine Hundred
Eight Only) divided into 12,29,57,954 (Twelve Crore Twenty-Nine Lakhs Fifty-Seven Thousand
Nine Hundred Fifty- Four) Equity Shares, having value of Rs. 2/- each fully paid up. The
shares so allotted rank pari passu with the existing share capital of the Company. Apart
from the same, there was no other change in the share capital of the Company.
7. INDIAN ACCOUNTING STANDARDS
The Financial Statements for the year ended on March 31, 2025 have been
prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015,
prescribed under
Section 133 of the Companies Act, 2013 (‘the Act’) and other
recognized accounting practices and policies to the extent applicable.
8. CREDIT RATING
During the year under review, the Company has been assigned credit
rating of IVR BBB-/ Stable (i.e., IVR Triple B Minus with stable outlook) [previous IVR
BB+ Stable (i.e., IVR Double B Plus with stable outlook)] for its long-term bank
facilities and IVR A3 (i.e. IVR A Three) [previous IVR A4+ (i.e., IVR A Four Plus)] for
its short-term bank facilities by INFOMERICS VALUATION AND RATING PVT. LTD. Upgraded
credit ratings reflect the company's improved credit profile, financial discipline, and
stronger operational performance, reinforcing its ability to meet financial obligations.
9. 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 on March
31, 2025.
Pursuant to the Requirements of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations,
2015 (the ‘Listing Regulations’), the Company has formulated its Dividend
Distribution Policy, the details of which are available on the Company’s website at https://www.ultracabwires.com/pdf/uil-policy-on-dividend-distribution.pdf.
10. EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return as on March 31, 2025 is available on the website of the Company at https://www.ultracabwires.com/pdf/annual-return-mgt-7-fy-2023-24.pdf.
11. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public within the
meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014
(including any statutory modification(s) or re-enactment(s) for the time being in force).
12. LISTING OF SHARES
The Company’s equity shares are listed at BSE Limited (the
‘BSE’). The equity shares of the Company are actively traded on BSE. Further,
the applicable listing fees for the financial year 2025-26 have been paid to the BSE.
13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
A. Composition
The Board of Directors (‘the Board’) of the Company consists
of distinguished professionals who bring extensive experience, exceptional leadership
skills and a deep commitment to the Company’s growth and governance. As on March 31,
2025, the Board consisted of six (6) Directors. Details regarding the composition of the
Board, its committees, and other relevant disclosures are presented in the "Corporate
Governance Report," which forms an integral part of this Annual Report.
B. Change in Director(s)
I. During the year under review, Mr. Bipinchandra Sangani, Mr.
Kanjibhai Hirpara, and Mr.
Prashant Sawant ceased to be Independent Directors of the Company, upon
completion of their prescribed tenure.
II. During the year under review i.e. 2024-25, based on the
recommendation of the Nomination and Remuneration Committee (the ‘NRC’) and the
Board, Shareholders of the Company at its 17th Annual General Meeting held on
September 06, 2024, approved appointment of
Mr. Vipul Mansukhbhai Patel (DIN: 07608693);
Mr. Satish Kalkani (DIN: 10719585); and
Mrs. Viralben Chetankumar Dave (DIN: 10719954)
as Independent Directors of the Company for a term of 5 (Five)
consecutive years effective from September 06, 2024, in accordance with the provisions of
Section 149 and 152 of the Act read with Schedule IV and Rules made thereunder and other
applicable provisions of the Act, if any. Post March 31, 2025, Mr. Vipul Mansukhbhai Patel
(DIN: 07608693) resigned from the position of Independent Director effective from Closure
of Business hours on July 30, 2025, due to their other professional commitments.
C. Changes in Key Managerial Personnel (KMP)
Pursuant to the provisions of Section 203 of the Act, the following are
the Key Managerial Personnel of the Company as on March 31, 2025:
1. Mr. Nitesh
Parshottambhai Vaghasiya |
Chairman cum
Managing Director |
2. Mr. Pankaj
Vasantbhai Shingala |
Whole Time
Director |
3. Mr. Pravin
Pansuriya |
Chief Financial
Officer |
4. Ms. Brinda
Paras Mehta |
Company
Secretary and Compliance Officer |
During the year under review i.e. 2024-25, Ms. Brinda Paras Mehta
(Membership No. A66883) resigned from the position of Company Secretary and Compliances
Officer with effect from March 31, 2025, except this there were no changes in the Key
Managerial
Personnel of the company. Post March 31, 2025 Mr. Amit Vishwkarma
(Membership No. A74154) was appointed as Company Secretary and Compliance Officer with
effect from July 01, 2025, pursuant to the provision of Section 203 of the Act and Listing
Regulations.
D. Declaration by Independent Directors
All Independent Directors have submitted disclosures confirming their
compliance with Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations, qualifying them for appointment/re-appointment as Independent Directors. The
Board is satisfied that they meet the necessary criteria.
In accordance with Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that no circumstances exist that could impair their
ability to discharge duties with objective independent judgment. They have also complied
with the Code for Independent Directors under Schedule IV of the Act and registered with
the Independent Directors' database maintained by IICA.
A certificate confirming the non-disqualification of Directors, as
required by the Listing Regulations, is attached to this Annual Report.
Further, in the opinion of the Board, the Independent Directors also
possess the attributes of integrity, expertise and experience as required to be disclosed
under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.
E. Director liable to retire by rotation
As per the provisions of Section 152 of the Act, 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.
14. BOARD FAMILIARISATION AND TRAINING PROGRAMME
Your Board is regularly updated on changes in statutory provisions, as
applicable to your Company. Your Board is also updated on the business operations of your
Company. These updates help the Directors in keeping abreast of key changes and their
impact on your Company. The details of such programmes are provided in the Corporate
Governance Report, which forms part of this Integrated Annual Report.
15. COMMITTEES OF THE BOARD
The Company has duly constituted the following Statutory Committees in
terms of the provisions of the Act & Listing Regulations 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
During the year under review, the Company also constituted a Rights
Issue Committee comprising three members of the Board to oversee matters related to
the Rights Entitlement to eligible applicants. The Committee was formed for a specific
purpose and was dissolved upon completion of the allotment process and all related
activities.
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. During the year
all the recommendations made by the Committees were accepted by the Board.
16. BOARD MEETINGS
During the year under review 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 Act.
17. INDEPENDENT DIRECTORS’ MEETING
Pursuant to the requirements of Schedule IV to the Act and the Listing
Regulations, the Independent Directors met on March 27, 2025, without the attendance of
Non-Independent Directors and members of the Management to inter alia review 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.
18. BOARD EVALUATION
In compliance with Section 134(3)(p) of the Act read with Rule 8(4) of
the Companies (Accounts) Rules, 2014, and the applicable provisions of the Listing
Regulations, the Board of Directors undertook an annual evaluation of its own performance,
that of its Committees, and of individual Directors, including Independent Directors, for
the financial year 2024 25. The evaluation process was guided by the criteria recommended
by the NRC and was conducted internally through a structured mechanism, comprising
detailed questionnaires and interactive discussions.
The Independent Directors at their separate meeting reviewed the
performance of Non-Independent Directors, the Board as a whole and the Chairman of the
Company after taking into account the inputs from Executive Directors and Non-Executive
Directors. The Directors also discussed 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 the duties.
PERFORMANCE EVALUTION
Board and Committee Evaluation
I. The Board’s performance was assessed on parameters including:
Composition and structure;
Effectiveness of processes and decision-making;
Quality of governance and ethical leadership;
Oversight of financial reporting, internal controls, and audit
functions;
Strategic guidance and monitoring of company performance.
II. The performance of the Committees was evaluated based on:
Adequacy of composition and expertise;
Clarity and execution of roles and responsibilities;
Quality of deliberations and reporting to the Board;
Availability of required resources and support.
Individual Director Evaluation
III. The performance of each Director was evaluated considering:
Leadership qualities and active participation;
Constructive engagement in Board discussions;
Understanding of the Company’s business and strategy;
Ability to contribute effectively and independently;
Commitment to fiduciary duties and stakeholder interests;
Willingness to question, challenge, and provide guidance.
The outcome of the evaluation was placed before the Board for review.
The Directors expressed satisfaction with the process and agreed to implement necessary
improvements based on the findings and recommendations arising from the evaluation.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Act, it is
hereby confirmed that:
a) In the preparation of the annual accounts for the year ended on
March 31, 2025, 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, 2025 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.
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review
as stipulated under under Regulation 34(2)(e) read with Schedule V (C) of the Listing
Regulations is presented in a separate section forming part of this Annual Report.
21. 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 15th
Annual General Meeting till the conclusion of the 20th Annual General Meeting
of the Company to be held in the year 2027.
M/s. Bhavin Associates, Chartered Accountants, are eligible to be
re-appointed for a further term of 5 (five) years, in terms of provisions of Sections 139
and 141 of the Act.
The Company has received written consent and certificate of eligibility
in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules
issued thereunder, from M/s. Bhavin Associates, Chartered Accountants. They have confirmed
to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India (ICAI) as required under the Listing Regulations.
The Auditors have issued an unmodified opinion on the Financial
Statements for the financial year ended March 31, 2025. The said Auditors’ Report for
the financial year ended March 31, 2025, on the financial statements of the Company forms
part of this Annual Report.
There were no fraud reported by the Statutory Auditors under provisions
of Section 143(12) of the Act and Rules made there under.
(B) Secretarial Auditors
Pursuant to Section 204 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 of the Act, The Board has appointed M/s.
Jain Preeti & Company, Practicing Company Secretaries (Firm’s Unique
Identification No. S2015DE320300), New Delhi to conduct Secretarial Audit for the
financial year 2024-25. 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 March 31, 2025 in the prescribed Form
MR-3 of the Act and is annexed to this report as
"Annexure - 1".
Some observations by Secretarial Auditor under report for FY 2024-25
are as under:
1. The Company has not filed IEPF-2 within due date.
2. The previous two independent Directors were retired on August
8, 2024, and new Independent Directors were appointed on September 06, 2024
3. Mr. Pankaj Shingala a whole-time director was appointed for
the term of five years started on April 01, 2024, by Board of directors on May 17, 2024,
and approval for the same was taken from shareholders on September 06, 2024.
4. The Independent Directors were appointed with Ordinary
Resolution.
Further, pursuant to the Listing Regulations, the Board of Directors,
on the recommendations of the Audit Committee, hereby recommends the appointment of M/s.
Jain Preeti & Company, Practicing Company Secretaries (Firm’s Unique
Identification No. S2015DE320300), New Delhi subject to approval from the Members of the
Company at the ensuing AGM, to conduct the secretarial audit of the Company for one term
of five consecutive years, commencing from April 01, 2025 to March 31, 2030. The firm has
confirmed their eligibility for the said appointment as per the Listing Regulations and
have also confirmed that they hold a valid certificate issued by the Peer Review Board of
The Institute of Company Secretaries of India.
(C) Internal Auditor
Pursuant to Section 138 of the Act, The Company has appointed a Adv.
Adarsh Gohel, proprietor of Gohel & Associates, professional to act as Internal
Auditor.
(D) Cost Audit
As the Companies (Cost Records and Audit) Rules, 2014 is not applicable
to your Company, therefore cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Act, 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 2024-25
22. 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 transactions 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.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act, are given in the notes to the Financial Statements.
24. CORPORATE GOVERNANCE
Your Directors are pleased to report that your Company strives to
ensure that best corporate governance practices are identified, adopted and consistently
followed. Your Company believes that good governance is the basis for sustainable growth
of the business and for enhancement of stakeholders’ value. 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.
25. ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has duly filed the Annual Secretarial Compliance Report for
the financial year ended March 31, 2025, in accordance with Regulation 24(A) of the
Listing Regulations. The report, issued by M/s. Jain Preeti & Company, Practicing
Company Secretaries, New Delhi, confirms the Company's compliance with applicable SEBI
Regulations, guidelines, and circulars.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a responsible corporate citizen, the Company is committed to
undertaking various developmental initiatives aimed at improving the quality of life for
underprivileged sections of society and other stakeholders. In compliance with the
provisions of Section 135(1) of the Act, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social
Responsibility (CSR) Committee.
The Company has also formulated a detailed CSR Policy, which outlines
the proposed activities to be undertaken and ensures alignment with the areas specified
under Schedule VII of the Act, as amended from time to time. The CSR Policy is available
on the Company's website at: https://www.ultracabwires.com/pdf/uil-policy-on-csr.pdf.
The Annual Report on the CSR activities are required to be given under
Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 has been provided in "Annexure-2" which is
annexed hereto and forms part of this report.
27. PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit and
information pertaining to Section 197(12) read with Rule 5(1) of the companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as "Annexure
3".
28. REMUNERATION POLICY
The Board has, on the recommendation of NRC framed a policy for
selection and appointment of Directors, Senior Management and their remuneration 178 of
the Act, read with the Rules made thereunder and Regulation 19 of the Listing Regulations.
The Remuneration Policy is stated in the Corporate Governance Report and is available on
the website of the Company at https://www.ultracabwires.com/pdf/uil-policy-nrc.pdf
Details pursuant to Section 197(12) of the Act
As per Section 136(1) of the Act, the Integrated Annual Report is being
sent to the Members and others entitled thereto, after excluding the disclosure on
remuneration of employees as required u/s 197(12) of the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any
Member interested in obtaining a copy of the said Statement may write to the Company
Secretary at the registered office of the Company.
Further, pursuant to the provisions of Section 197 of the Companies
Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement containing the names and other
particulars of employees who were in receipt of remuneration in excess of the limits
specified under the said Rules is required to be provided. However, during the year under
review, no such employee was in receipt of remuneration exceeding the prescribed limits.
29. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year were on an arm’s length basis and were in the ordinary course of
business and are in compliance with the applicable provisions of the Act, Listing
Regulations and as per the policy adopted by the Company on dealing with Related Party
Transactions.
Form AOC-2 relating to Disclosure of Particulars of Contracts/
arrangements entered into by the Company with related parties is annexed as "Annexure
- 4" and forming part of this 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.
Further, the Policy on materiality of Related Party Transactions as
approved by the Audit
Committee and the Board is available on the website of the Company at https://www.ultracabwires.com/pdf/uil-policy-on-related-party-transaction.pdf.
30. RISK MANAGEMENT
Risk management is a critical component of our business strategy. The
primary objective is to identify, assess, monitor, and mitigate events that could pose
risks to the Company. Our risk management practices are integrated into core business
processes, enabling us to minimize potential risks to the greatest extent possible.
The Company has established a robust framework for identifying,
managing, and reporting risks while also capitalizing on potential opportunities.
Mitigation plans are developed for all significant risks and are continuously reviewed and
monitored by the Management Team. The Audit Committee plays an active role in monitoring
and reviewing the risk mitigation strategies to ensure their effectiveness. It also
provides additional oversight in the areas of financial risk and internal controls.
The Board of Directors periodically reviews the Company’s
operations to identify existing or potential risks and implements appropriate corrective
actions in the best interest of the Company. Furthermore, the majority of business
operations are conducted under the direct supervision and control of the Managing
Director, which significantly reduces the likelihood of fraud or irregularities.
In the opinion of the Board, no risks have been identified that may
threaten the continued existence or long-term viability of the Company.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a vigil mechanism under Section 177(9) of the
Act, read with Companies (Meetings of Board and Its Powers ) Rule, 2014 and the Listing
Regulations, 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.
The policy is available on the Company’s website at https://www.ultracabwires.com/pdf/uil-policy-whistle-blower.pdf.
During the year under review, your Company has not received any
complaints under the vigil mechanism.
32. ENVIRONMENT, HEALTH AND SAFETY
Considering Environment, Health and Safety as topmost 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
Company’s 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 Act, and the Rule
8(3) of the Companies (Accounts) Rules, 2014 as under:
A) Conservation of energy:
The Company regularly reviews measures to be taken for energy
conservation, consumption and its effective utilization. Additionally, due to
consideration is given for selection of energy efficient plant & machinery while
undertaking manufacturing capacity expansion, modernization & up gradation. The other
identified key initiative taken for conservation of energy during the year were - (i) Steps
taken or impact on conservation of energy, utilizing alternate sources of energy and
capital investments in energy conservation equipment:
Installation of Energy-Efficient Machinery: High-capacity,
high-speed, and energy-efficient Wire Drawing, Conductor Stranding, Laying-Up, Armoring
Machines, and Sheathing Lines have been installed. These machines are equipped with
advanced AC drive-based motor control systems, enabling precise control and ensuring
substantial energy savings during operations.
Alternate Power Source: A 125 KVA generator has been deployed as
an alternate energy source to ensure uninterrupted power supply and operational continuity
during power outages.
Adoption of Renewable Energy: A 490 kW rooftop solar power
system has been successfully installed and commissioned at the Company’s Shapar
manufacturing facility. This solar installation is expected to generate significant energy
savings annually, resulting in long-term cost benefits while reducing dependency on
non-renewable energy sources. It also marks a major step in the Company’s transition
towards clean, sustainable, and environmentally responsible energy practices
(B) Technology absorption:
(i) The efforts made towards technology absorption are:
Identification and sourcing of new and alternate materials for ensuring
quality improvement and cost competitiveness
Modernization and technological upgradation of plant & equipments.
Optimisation of raw material utilisation, process engineering and
reduction of wastage.
(ii) The benefits derived like product improvement, cost reduction,
product development:
Diversified and wider product range to address emerging market
opportunities.
Enhanced productivity and overall operational efficiency.
(iii) Imported technology (imported during the last 5 years
reckoned from the beginning of the financial year): a) Technology Imported: NIL b)
Imported from: NIl 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. 501.51 Lakhs ii) Outgo
by way of Imports: NIL
34. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As a responsible employer, Ultracab has always been conscious of its
duty towards prevention and control of sexual harassment 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 and has also constituted an
Internal Complaints committee as per the aforesaid Act. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy. The Company also conducts
regular training sessions to increase awareness on the policy among its employees.
The policy on Prohibition, Prevention & Redressal of Sexual
Harassment is available on the website of the Company at https://www.ultracabwires.com/pdf/uil-policy-on-posh.pdf.
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 Listing Regulations. The
Business Responsibility and Sustainability Report (BRSR) for the year ended March 31,
2025, is not applicable to the company.
36. OTHER DISCLOSURES
Your Company during the financial year ended March 31, 2025:
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 into equity
shares of the Company as on March 31, 2025;
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;
h) The details regarding transfer of unclaimed dividend and shares to
Investor Education and Protection Fund (IEPF) Authority during the FY 2024-25 are being
disclosed in the Corporate Governance Report forming part of this Annual Report;
i) The requirement to disclose the details of difference between amount
of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable;
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 Company’s shareholders, customers,
bankers, suppliers, regulatory and government authorities and all other stakeholders.
| |
For and on
behalf of the Board of Directors |
| |
Ultracab
(India) Limited, |
| |
Sd/- |
| |
Nitesh
Parshottambhai Vaghasiya |
Date: August
29, 2025 |
Chairman Cum
Managing Director |
Place: Mumbai |
(DIN No:
01899455) |
REGISTERED
OFFICE: |
|
ULTRACAB
(INDIA) LIMITED |
|
Survey No. 262,
B/h. Galaxy Bearings Ltd., |
|
Shapar (Veraval)
- 360024 |
|
Dist.- Rajkot.
Gujarat. |
|
CIN:
L31300GJ2007PLC052394 |
|
Tel.: 02827
253122 / 23 |
|
e-mail: info@ultracab.in |
|
web: www.ultracabwires.com |
|
|