DIRECTORS' REPORT THE MEMBERS OF M/S. CUBEX TUBINGS LIMITED The directors have pleasure in presenting the 36th Annual Report of the Company together with the audited accounts for the year ended 31st March 2015. THE COMPANY'S PRODUCTS / SERVICES CUBEX is manufacturer of seamless solid drawn Tubes, Rods, Bus bars and Wires of copper and copper based alloys such as Cupronickel, admiralty Brass, Aluminum Brass etc. Copper because of its high electrical conductivity and heat transfer characteristics finds wide application in the form of Tubes, Rods, Strips and Wires. The user industries are Power plants, Power plants manufacturers, Switchgears, Refineries, Furnace manufacturers, Sugar plants, Automobile, Electrical Equipment industries and Ship building Company. OPERATIONS Your company has registered a total income of Rs. 5728.23 lakhs for 2014-15 as compared to Rs. 4671.44 lakhs for 2013-14 and the company posted a net profit of Rs. 19.13 lakhs for 2014-15 as compared to Rs. 15.33 lakhs for 2013-14. DIVIDEND The Directors regret their inability to recommend dividend for the year under review due to insufficient profit. BUSINESS RISK MANAGEMENT The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. The threats to the segments in which the company operates are volatility in Exchange rate & Metal Prices. The company is concerned about the vide Fluctuations in Copper prices globally and locally and increase in foreign exchange value. DEPOSITS The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related party transactions to be disclosed. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith elsewhere in the Annual Report. DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES As on 31st March 2015, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non availability of the correct particulars. CORPORATE GOVERNANCE Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance together with a certificate from the Statutory Auditor's confirming compliance is set out in the Annexure forming part of this report. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report. ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013 (a)Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy. (i)the steps taken by the company for utilising alternate sources of energy -Nil (ii)the capital investment on energy conservation equipments - Nil (b)(i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved forthe manufacturing the products of the Company. (ii) Research and Development (R & D): No research and Development has been carried out. (c)Foreign exchange earnings: Rs. 802.58 Lakhs (d)Foreign exchange out go: Rs. 35.17 Lakhs PARTICULARS OF EMPLOYEES The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of managerial Personnel) Rules 2014 STATUTORY AUDITORS M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder. Accordingly the statutory auditor of the Company was reappointed from the conclusion of the previous AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs. BOARD AND COMMITTEES PERFORMANCE EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS: The Board met six times during the financial year 2014-2015. The dates on which the above Board meetings were held are as follows; 30th May 2014, 4th August2014, 13th August2014, 13th November2014, 14th February2015, and 30th March 2015. DIRECTORS & INDEPENDENT DIRECTORS At the 35th Annual General Meeting of the Company held on 29th September 2014, the Members of the Company had appointed Independent Directors of the Company, for a period of 5 years. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. It is also proposed in this AGM to appoint Mr. Sandeep Kumar as Independent Director. During the period under review, the company has appointed Mrs. Veena Bhandari as Additional Director and it is proposed to appoint her as the Director in this AGM. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(3)(c)of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed: a.That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ; b.That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2015 and of the profit and loss of the company for that period; c.That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d.That the directors have prepared the annual accounts on a going concern basis. e.that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f.that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. POLICIES Material Subsidiary During the year ended March 31, 2015, the Company does not have any material listed/unlisted subsidiary companies as defined in Clause 49 of the Listing Agreement. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company. Vigil Mechanism The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mr. Mahendra Kumar Ranka, Chairman of Audit Committee through email or by correspondence through post. Familiarisation programme for Independent Directors Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives. Key Managerial Personnel Sri. Siva Prasad Sarva, Chief Financial Officer was appointed as Key Managerial Personnel in accordance with the Section 203 of the Companies Act, 2013. Related Party Transaction Policy on dealing with Related Party Transactions is approved by the Board No related party transactions were entered into during the financial year under review, There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Internal Financial Controls The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is obtained by the company and forms part of this Annual report. Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 1.The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Board's Report. 2.The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Board's Report. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report. Significant and Material Orders Passed by the Regulators or Courts There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy. PERSONNEL The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees. ACKNOWLEDGEMENTS Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company. For and on behalf of the board For CUBEX TUBINGS LIMITED P.R.BHANDARI Managing Director VIRENDRABHANDARI Executive Director Siva Prasad Sarva Chief Financial Officer DATE: 13.08.2015 PLACE: Hyderabad. |