UBE Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2012

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of your company for the year ended 31st March, 2012.

During the financial year, your company has resumed operations in its Projects Construction and Contracts Divisions and Engineering Division apart from existing operations of infrastructure contracts and capital EPC, ENGG & consultancy contracts.

FINANCIAL RESULTS

For the year ended for the year ended 31st March, 2012 31st March, 2011

Income 22002114-00$ 1,81,68,550-00

Expenditure 12809983-00** 1,81,62,860-00*

Gross Profit (-9192131-00) 5690-00

Depreciation 9210298-00 9210298-00

Provision for Tax 0 0

PATD -18167-00 (-9204598-00)

Net Profit -18167-00 (-9204598-00)

Reserves & Surplus 90994189-00 9,10,12,356-00

*Inclusive of the expenditure pertaining to the cleaning and over oiling of the plant and machinery of the company to revive the operations of the company.

** Inclusive of the expenditure pertaining to the cleaning and over oiling of the plant and machinery pertaining to the welding division to revive the operations of the company.

$ The progress and income generated in the operations of the infrastructure development division and Projects division was not accounted as the result of the non approval as on 31st March, 2012 by the respective clients according to the contract between the clients and the company.

FUTURE OUTLOOK

Your company has revived its operations which were stalled due to a problem caused by the Department of Industries, Government of Andhra Pradesh.

As you are fully aware that the operations of the divisions of the company after de-merger of its four divisions will be functioning as independent companies, however, the proposed planning has been shown below.

Projects Division: This Division will be functioned as UBE Projects Limited. The company was incorporated on 4th September, 2006 vide incorporation/corporate identity no U 45101 AP 2007 PLC 051055 2006-2007 with the Registrar of Companies, Hyderabad, with main activities as EPC and Turnkey Projects including fabrication. The existing land and buildings of your company will be transferred to the division as per the scheme of de-mergerger.

Engineering Division: This Division will be functioned as UBE Tools Limited. The company was incorporated on 8th September, 2006 vide incorporation/corporate identity no U 74999 AP 2006 PLC 051086 2006-2007 with the Registrar of Companies, Hyderabad, with main activities as manufacturing the Special Purpose Machines, Tooling Systems and other light Engineering activities. This division is proposing to acquire the land and construct the buildings; however, soon after the approval of de-merger scheme, till the construction of buildings for operations, the division will be functioned in rented premises.

Welding Division: This Division will be functioned as UBE Weldproducts Limited. The company was incorporated on 28th August, 2006 vide incorporation/corporate identity no U 31909 AP PLC 050993 2006-2007 with the Registrar of Companies, Hyderabad, with main activities as Manufacture of Welding Consumables and Equipment. This division is proposing to acquire the land and construct the buildings; however, soon after the approval of de-merger scheme, till the construction of buildings for operations, the division will be functioned in rented premises.

Automotive Division: This Division will be functioned as UBE Automotive Limited. The company was incorporated on 4th September, 2006 vide incorporation/corporate identity no U63011 AP 2006 PLC 051054 2006-2007 with the Registrar of Companies, Hyderabad, with main activities as assembly of Low Cost People Car.

Your company is in the process of initiating the operations of the division, has been negotiating for the Technical Cooperation for long term association with M/s. Zastava Automobili of Belgrade for the manufacturing of their model Koral. Memorandum of Understanding is being executed with them during the next financial year.

Your company is also exploring the Technical Cooperation for long term association with few other reputed companies from Europe, USA and Australia, for Automotive Division.

On completion of the de-merger Scheme, your company will become as a Holding Company for the four companies and continue to be Engineering Company (without manufacturing activities in the field of Turn Key Projects and Integrated Consultancy Company, and Infrastructure Development Company including Marketing and Trading Company.

NOTES ON SUBSIDIARY COMPANIES

Your company has no subsidiary companies of now; however, your company is proposing to acquire the controlling equity in UBE Automotive Limited, UBE Projects Limited, UBE Tools Limited and UBE Weldproducts Limited, on approval of de-merger scheme, by Honorable High Court of Andhra Pradesh. Once the acquisition is complete, these companies will become as the subsidiary companies to your company.

Your company has initiated certain infrastructure projects with the Governments and Private corporate, one such project has been executed the Memorandum of Understanding with the Government of Gujarat and others are in pipeline, the same will be initiated as an SPV, which will become as the Subsidiary Companies to your company.

DIVIDEND

Considering the long term interest of the Members and as a matter of prudence it is proposed to plough back profits to build up own resources, your Directors, therefore, have not recommended payment of cash dividend for the period ended 31st March, 2012.

SOCIAL DEVELOPMENT

Your company continues to record high priority in its contribution to socio economic development particularly in the areas of Rural Health, education etc., among the villages in the vicinity of the plant.

ENERGY TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption and foreign exchange earning/out go, as required to be disclosed in terms of Section 217(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, is annexed hereto and forms part of this report.

RESEARCH AND DEVELOPMENT

Your company is proposing to establish a Central Research Center in the areas of Material Sciences and Engineering.

AUDITORS

M/s. C.V.S. Balachandra Rao & Co, auditors of your Company, who are retiring at the Twenty Seventh Annual General Meeting and being eligible to offer themselves for reappointment. Your Directors recommend that the appointment of M/s. C.V.S. Balachandra Rao & Co, Chartered Accountants as Auditors of the company and recommend that authority be given to the Board of Directors to fix up the remuneration.

AUDIT COMMITTEE

Your company has constituted an Audit Committee to meet the requirements under the provisions of Sections 292A of the Companies Act, 1956 and the listing agreement with the stock exchanges. The committee is chaired by Mr. S. Rahmatullah has taken over as the Chairman of the committee, who has 47 years of wide experience in the field of Secretarial Services, Teaching and Fiscal.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance Report and Management Discussions & Analysis Report is annexed separately as part of the report.

CASH FLOW STATEMENT

A cash flow statement for the year''s operation is appended.

FIXED DEPOSITS

Your company has not accepted any fixed deposits under the provisions of Section 58(a) of the Companies Act, 1956 hence not applicable to the company.

INSURANCE

All properties are insurable in the interest of the company including buildings, plant and machinery and stocks have been adequately insured. As required under Public Liability Insurance Act. 1991, your company has taken necessary insurance coverage.

DIRECTORS

Mr. M. Chandramouli and Mr. M. S. Rajaneesh Chandra retire by rotation and being eligible to offer themselves for reappointment.

ANCILLARY DEVELOPMENT

Your company has planned to develop ancillary companies wherein the products of ancillary Companies will be used in the products of your company.

HUMAN RESOURCES

Employee relations remained cordial at your company. Your Directors take this opportunity to record their appreciation for the out standing contribution of all employees of your company. Particulars of employees is required to be furnished in terms of the rules framed under Section 217 (2A) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 1988. During the period, there were no employees drawing remuneration of more than Rs. 12,00,000/- or more per annum or Rs. 1,00,000/- per month, therefore, no particulars of employees. Towards the foreign travel by the executives if any during the year are reimbursed in INR as equivalent to the exchange rate prevailing the time of travel.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION ETC.

In accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Responsibilities in relation to financial statements:

The financial statements have been prepared in conformity, in all material respects, with the generally accepted accounting principles in India and the accounting standards prescribed by ICAI in a consistent manner and supported by reasonable and prudent judgments and estimates. The Directors believe that the financial statements reflect true and fair view of the financial position as on 31.03.2012.

The financial statements have been audited by M/s. C.V.S. Balchandra Rao & Co., Chartered Accountants in accordance with generally accepted auditing standards which include an assessment of the systems of internal controls and tests of transactions to the extent considered necessary by them to support their opinion.

GOING CONCERN

In the opinion of the Directors, the Company has started the operation in the main business activities, Manufacturing of Welding Consumable and Equipment, Design, Fabrication, Erection and Commissioning of Process Plants (EPC and Heavy Fabrication), Design, Manufacture, Erect ion and Commissioning of Special Purpose Machine Tools and Tooling Systems, and Infrastructure Development and accordingly it is considered appropriate to prepare the financial statements on the basis of going concern. Maintenance of accounting records and internal controls

The company has taken proper and sufficient care for the maintenance of adequate accounting records as required by the Statute.

Directors have overall responsibility for the Company''s internal control system which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities.

The system of internal control is monitored by internal audit function, which encompasses the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors, and reports significant issued to the Audit Committee of the Board.

Audit Committee supervises financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements. Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of company''s accounts.

Internal Auditors and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

ACKNOWLEDGEMENTS

Your Directors wish to thank the Central Government, Government of Andhra Pradesh, Financial Institutions and the Company''s Bankers for a variety of help and regular encouragement to the company. Your Directors gratefully acknowledge the trust and confidence you as esteemed shareholders have placed in the company at all times. Your Directors also wish to place on record their appreciation of the dedicated services rendered by all the officers, staff and workers of the company at all levels and for their unfailing loyalty and sense of belonging which constituted the hall mark of your company.



For and on behalf of the Board

S. Vijaya Bhaskar Managing Director

Place: Hyderabad Date: 31st August, 2012

---

Mar 31, 2010

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of your company for the year ended 31 March 2010.

During the financial year, your company has shown excellent results as a result of the reviving of the operations of the company after stalling of the manufacturing operations.

As you are all aware that the reasons for stalling of the manufacturing operations, however, for ready reference, note on the reasons for stalling of the manufacturing operations of the company is herewith annexed as Annexure A

As you are aware that, to overcome the problems of to stalling of the manufacturing operations of the company to optimum utilization of the assets of the company and to continue the manufacturing operations of the company, the company has planned for the de-merger of the company, however, for a ready reference a note on background for de-merger proposal of the company is herewith annexed as Annexure B.

FINANCIAL RESULTS:

For the year ended for the year ended 31 March 2010 31 March 2009

Income 14,533,345 25,065,891

Expenditure 14,348,073 24,896,039

Net Profit 185,272 169,852

Provision for Tax - 70,023

Profit after tax 185,272 99,830

Reserves & Surplus 100,216,954 100,031,682



FUTURE OUTLOOK.

As you are fully aware that the operations of the divisions of the company after de-merger of its four divisions will be functioning as independent companies, however, a note on operations of the divisions after the de-merger of the company is herewith enclosed as Annexure C to this report.

As your company, for the sustainability during the stalling of the operations have undertaken consultancy operations, as part of clients request to study of up-gradation of production capacity, this has given the conceptual approach to the company to take up the consultancy operations as one of the thrust areas, therefore, your company is proposing to take up the same activity on the regular basis, hence, your company will emerge as one of the important consultancy organizations in years to come.

During the stalling of the operations, your company was taking up certain operations to cater to the needs of the clients in terms of their requirements of spare parts, which were to be supplied by the company, on request of the clients, your company supported the clients in supply of other industrial consumables and goods, therefore, the company initiated as the suppliers terms of industrial goods, industrial consumables, therefore, keeping in view after de-merger of the company activities, of marketing and trading of industrial goods, industrial consumables and industrial capital goods.

During the stalling of the operations of the company, your company has participated in few of the tenders for the infrastructure development under Public Private participation with various government and private agencies. As the result of this, your company were awarded, some projects and some projects are still under process to be awarded. The awarded projects were under progress therefore, your company will retain its operations as infrastructure development and continued to be the same activity even after demerger.

Therefore, your company is hoping to continue with Infrastructure Development activities after the de-merger of the company operations.

NOTES ON SUBSIDIARY COMPANIES

Your company has no subsidiary companies of now; however, your company is proposing to acquire the controlling equity in UBE Automotive Limited, UBE Projects Limited, UBE Tools Limited and UBE held products Limited, on approval of de-merger scheme, by Honorable High Court of Andhra Pradesh. Once the acquisition is complete, these companies will become as the subsidiary companies to your company.

DIVIDEND

Considering the long term interest of the Members and as a matter of prudence it is proposed to plough back profits to build up own resources, your Directors, therefore, have not recommended payment of cash dividend for the period ended 31 March 2010.

However, your company is making all the efforts to get approval on the Multiple Option Security Premium from SEBI and Income Tax Department to distribute/Dispatch the same as approved by you earlier.

SOCIAL DEVELOPMENT

Your company continues to record high priority in its contribution to socio economic development particularly in the areas of Rural Health, education etc., among the villages in the vicinity of the plant.

ENERGY TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption and foreign exchange earning/out go, as required to be disclosed in terms of Section 217(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, is annexed hereto and forms part of this report.

RESEARCH AND DEVELOPMENT

Your company is proposing to establish a Central Research Center in the areas of Material Sciences and Engineering.

AUDITORS

M/s. C V S Balachandra Rao & Co, auditors of your Company, who are retiring at the Twenty Fifth Annual General Meeting and being eligible to offer themselves for reappointment. Your Directors recommend that the appointment of M/s. C V S Balachandra Rao & Co, Chartered Accountants as Auditors of the company and recommend that authority be given to the Board of Directors to fix up the remuneration.

AUDIT COMMITTEE

Your company has constituted an Audit Committee to meet the requirements under the provisions of Sections 292A of the Companies Act, 1956 and the listing agreement with the stock exchanges. The committee is chaired by Mr. S Rahmatullah has taken over as the Chairman of the committee, who has 47 years of wide experience in the field of Secretarial Services, Teaching and Fiscal.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance Report and Management Discussions & Analysis Report is annexed separately as part of the report.

CASH FLOW STATEMENT

A cash flow statement for the year''s operation is appended.

FIXED DEPOSITS

Your company has not accepted any fixed deposits under the provisions of Section 58(a) of the Companies Act, 1956 hence not applicable to the company.

INSURANCE

All properties are insurable in the interest of the company including buildings, plant and machinery and stocks have been adequately insured. As required under Public Liability Insurance Act. 1991, your company has taken necessary insurance coverage.

DIRECTORS

Mr. S Rajaneesh Chandra, Mr. H B Nayak and Mr. M Chandra Mouli retire by rotation and being eligible to offer them selves for reappointment.

ANCILLARY DEVELOPMENT

Your company has planned to develop ancillary companies wherein the products of ancillary Companies will be used in the products of your company.

HUMAN RESOURCES

Employee relations remained cordial at your company. Your Directors take this opportunity to record their appreciation for the out standing contribution of all employees of your company. Particulars of employees is required to be furnished in terms of the rules framed under Section 217 (2A) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 1988. During the period, there were no employees drawing remuneration of more than Rs.12,00,000/- or more per annum or Rs.1,00,000/- per month, therefore, no particulars of employees. Towards the foreign travel by the executives if any during the year are reimbursed in INR as equivalent to the exchange rate prevailing the time of travel.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION ETC.

In accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Responsibilities in relation to financial statements:

The financial statements have been prepared in conformity, in all material respects, with the generally accepted accounting principles in India and the accounting standards prescribed by ICAI in a consistent manner and supported by reasonable and prudent judgments and estimates. The Directors believe that the financial statements reflect true and fair view of the financial position as on 31.03.2010.

The financial statements have been audited by M/s. C V S Balchandra Rao & Co, Chartered Accountants in accordance with generally accepted auditing standards which include an assessment of the systems of internal controls and tests of transactions to the extent considered necessary by them to support their opinion.

GOING CONCERN

In the opinion of the Directors, the Company will be in a position to setting up a business for assembly of Small Cars and accordingly it is considered appropriate to prepare the financial statements on the basis of going concern. Maintenance of accounting records and internal controls

The company has taken proper and sufficient care for the maintenance of adequate accounting records as required by the Statute.

Directors have overall responsibility for the Company''s internal control system which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities.

The system of internal control is monitored by internal audit function, which encompasses the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors, and reports significant issued to the Audit Committee of the Board.

Audit Committee supervises financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements. Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of company''s accounts.

Internal Auditors and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

ACKNOWLEDGEMENTS

Your Directors wish to thank the Central Government, Government of Andhra Pradesh, Financial Institutions and the Company''s Bankers for a variety of help and regular encouragement to the company. Your Directors gratefully acknowledge the trust and confidence you as esteemed shareholders have placed in the company at all times. Your Directors also wish to place on record their appreciation of the dedicated services rendered by all the officers, staff and workers of the company at all levels and for their unfailing loyalty and sense of belonging which constituted the hall mark of your company.

For and on behalf of the Board

Place : Hyderabad S. Vijaya Bhaskar

Date : 31 August 2010 Managing Director

---

Mar 31, 2009

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of your company for the year ended 31 March 2009.

During the financial year, your company has shown excellent results as a result of the reviving of the operations of the company after stalling of the manufacturing operations.

As you are all aware that the reasons for stalling of the manufacturing operations, however, for ready reference, note on the reasons for stalling of the manufacturing operations of the company is herewith annexed as Annexure A

As you are aware that, to overcome the problems of to stalling of the manufacturing operations of the company to optimum utilization of the assets of the company and to continue the manufacturing operations of the company, the company has planned for the de-merger of the company, however, for a ready reference a note on background for de-merger proposal of the company is herewith annexed as Annexure B.

FINANCIAL RESULTS:

For the year ended for the year ended 31 March 2009 31 March 2008

Income 25,065,891 22,383,010

Expenditure 24,896,039 21,264,372

Net Profit 169,852 1,118,638

Provision for Tax 70,023 11,063

Profit after tax 99,830 1,107,575

Reserves & Surplus 100,031,682 99,931,852

FUTURE OUTLOOK.

As you are fully aware that the operations of the divisions of the company after de- merger of its four divisions will be functioning as independent companies, however, a note on operations of the divisions after the de-merger of the company is herewith enclosed as Annexure C to this report.

During the period of stalling of the manufacturing operations of your company, your company has engaged in the Consultancy Operations to meet the requirements of the service and maintenance along with supply of spare parts to the clients whom capital goods were supplied and also to sustain the company.

As a result of the above, during this period your company has developed certain contacts with the various international companies in the consultancy operations. Your company has concluded to retain the "Consultancy Operations" by the company after the de-merger.

Therefore, your company is proposing to consolidate the operations in the consultancy by utilizing the existing buildings as an Engineering Center. Your company is also initiated long term association in the field of consultancy with the companies based from Australia, UK, USA, France, Switzerland & Germany and proposing to execute Joint Venture/ Technical Cooperation agreements to Strengthen the operations.

Further, your company is targeting to undertake Marketing & Trading of Industrial Capital Goods to meet the demand of de-merged companies/subsidiary companies of your company once they operate manufacturing.

Your company has initiated Infrastructure Development activities and participated in tendering for few projects under BOOT/BOT/BOLT and other mode of Public, Private, Partnership and got preliminary approval from Sports Authority of Andhra Pradesh (SAAP) for Development of Sports Village at Ramagundam, Sports Convention Center at Karimnagar and from Andhra Pradesh Industrial Infrastructure Corporation (APIIC) Ltd for Development of Convention Centers at each District Head Quarters in Andhra Pradesh.

There was some delay in the proposals approved by Sports Authority of Andhra Pradesh and Andhra Pradesh Industrial Infrastructure Corporation (APIIC) Ltd as a result of the anticipated general elections in the country in general and in Andhra Pradesh in particular. However, your company is hoping further progress in these fronts once the general elections are announced and completed.

Your company is also negotiating with private parties for the development of two projects on BOOT which are likely to be finalized in the next financial year.

Therefore, your company is hoping to continue with Infrastructure Development activities after the de-merger of the company operations.

NOTES ON SUBSIDIARY COMPANIES

Your company has no subsidiary companies of now; however, your company is proposing to acquire the controlling equity in UBE Automotive Limited, UBE Projects Limited, UBE Tools Limited and UBE weldproducts Limited, on approval of de-merger scheme, by Honorable High Court of Andhra Pradesh. Once the acquisition is complete, these companies will become as the subsidiary companies to your company.

DIVIDEND

Considering the long term interest of the Members and as a matter of prudence it is proposed to plough back profits to build up own resources, your Directors, therefore, have not recommended payment of cash dividend for the period ended 31 March 2009.

However, your company is making all the efforts to get approval on the Multiple Option Security Premium from SEBI and Income Tax Department to distribute/Dispatch the same as approved by you earlier.

SOCIAL DEVELOPMENT

Your company continues to record high priority in its contribution to socio economic development particularly in the areas of Rural Health, education etc., among the villages in the vicinity of the plant.

ENERGY TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption and foreign exchange earning/out go, as required to be disclosed in terms of Section 217(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, is annexed hereto and forms part of this report.

RESEARCH AND DEVELOPMENT

Your company is proposing to establish a Central Research Center in the areas of Material Sciences and Engineering.

AUDITORS

M/s. C V S Balachandra Rao & Co, auditors of your Company, who are retiring at the Twenty Third Annual General Meeting and being eligible to offer themselves for reappointment. Your Directors recommend that the appointment of M/s. CVS Balachandra Rao & Co, Chartered Accountants as Auditors of the company and recommend that authority be given to the Board of Directors to fix up the remuneration.

AUDIT COMMITTEE

Your company has constituted an Audit Committee to meet the requirements under the provisions of Sections 292A of the Companies Act, 1956 and the listing agreement with the stock exchanges. The committee is chaired by Mr S Rahmatullah has taken over as the Chairman of the committee, who has 47 years of wide experience in the field of Secretarial Services, Teaching and Fiscal.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance Report and Management Discussions & Analysis Report is annexed separately as part of the report.

CASH FLOW STATEMENT

A cash flow statement for the years operation is appended.

FIXED DEPOSITS

Your company has not accepted any fixed deposits under the provisions of Section 58(a) of the Companies Act, 1956 hence not applicable to the company.

INSURANCE

All properties are insurable in the interest of the company including buildings, plant and machinery and stocks have been adequately insured. As required under Public Liability Insurance Act. 1991, your company has taken necessary insurance coverage.

DIRECTORS

Mr. M Jagdish Chandra and Mr. S Rahamatullah retire by rotation and being eligible offer them selves for reappointment.

ANCILLARY DEVELOPMENT

Your company has planned to develop ancillary companies wherein the products of ancillary Companies will be used in the products of your company.

HUMAN RESOURCES

Employee relations remained cordial at your company. Your Directors take this opportunity to record their appreciation for the out standing contribution of all employees of your company. Particulars of employees is required to be furnished in terms of the rules framed under Section 217 (2A) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 1988. During the period, there were no employees drawing remuneration of more than Rs.12,00,000/- or more per annum or Rs 1,00,000/- per month, therefore, no particulars of employees. Towards the foreign travel by the executives if any during the year are reimbursed in INR as equivalent to the exchange rate prevailing the time of travel.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION ETC.

In accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, the required information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo is annexed.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Responsibilities in relation to financial statements:

The financial statements have been prepared in conformity, in all material respects, with the generally accepted accounting principles in India and the accounting standards prescribed by ICAI in a consistent manner and supported by reasonable and prudent judgments and estimates. The Directors believe that the financial statements reflect true and fair view of the financial position as on 31.03.2009.

The financial statements have been audited by M/s. CVS Balchandra Rao & Co, Chartered Accountants in accordance with generally accepted auditing standards which include an assessment of the systems of internal controls and tests of transactions to the extent considered necessary by them to support their opinion.

GOING CONCERN

In the opinion of the Directors, the Company will be in a position to setting up a business for assembly of Small Cars and accordingly it is considered appropriate to prepare the financial statements on the basis of going concern. Maintenance of accounting records and internal controls

The company has taken proper and sufficient care for the maintenance of adequate accounting records as required by the Statute.

Directors have overall responsibility for the Companys internal control system which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities.

The system of internal control is monitored by internal audit function, which encompasses the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors, and reports significant issued to the Audit Committee of the Board.

Audit Committee supervises financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements.

Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of companys accounts.

Internal Auditors and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

ACKNOWLEDGEMENTS

Your Directors wish to thank the Central Government, Government of Andhra Pradesh, Financial Institutions and the Companys Bankers for a variety of help and regular encouragement to the company. Your Directors gratefully acknowledge the trust and confidence you as esteemed shareholders have placed in the company at all times. Your Directors also wish to place on record their appreciation of the dedicated services rendered by all the officers, staff and workers of the company at all levels and for their unfailing loyalty and sense of belonging which constituted the hall mark of your company.

For and on behalf of the Board

S. Vijaya Bhaskar Managing Director

Hyderabad Date: 22 Aug 2009

---

Mar 31, 1996

Your Directors have pleasure in presenting their Annual Report together with the Audited Accounts of your company for the year ended 31st March, 1996.

REVIEW OF OPERATIONS:

Your company name has been changed from "Weldflux India Limited to UBE Industries Limited". This year there is an increase of Turnover from Rs.1729.38 Lakhs to Rs.2,341.53 Lakhs. The Profit before tax (after interest) was Rs.662.85 Lakhs against Rs.509.22 Lakhs for the previous financial year. The Profit after tax was Rs.559.61 Lakhs as against Rs.407.75 Lakhs.

UBE Industries Limited formerly Weldflux India Limited has three major divisions comprising of Welding Division, Engineering Division and Projects, Constructions and Contracts Division.

The Welding Division has established the Submerged Arc Welding Flux Production Facility, Manual Metal Arc Stick Welding Electrodes Production Facility and Continuous Welding Electrodes Production Facility and the products have been launched with the Brand Name of "RICHWELD", and it is reported the products have been well accepted. Some of the Dealers and Distributors in Andhra Pradesh have been appointed, further National Net Work preparatory works are in progress.

The Engineering Division has executed Several Special Purpose Machines and secured considerably good orders, and on the verge of establishing its own production facilities.

The Projects, Construction and Contracts Division Constitutes "Turnkey Projects", Contracts & Special Fabrication. The Company has executed Turnkey Projects in the Private Sector and spreading its wings into Government Contracts and International Contracts.

FUTURE OUTLOOK:

Your Company has finalised the production facilities for the Assembly of Small Family Car, which can be launched in the market by early 1997. The Technology Arrangements are in the final stage.

Your Company also has finalised the manufacture of Railway Wagons and Coaches, for which Technology and Marketing Arrangements are in the progress with an American Company, an Australian Company and a French Company.

Reconcilliation of share account:

Your Directors are pleased to announce that the reconcilliation of Share Application Money, Refund, Balance with Collecting Banks, issue of share certificates etc. have been completed. All the necessary steps to be taken as per the reconciliation report are being initialed. Further your Directors are very much pleased to inform that the Dividend distribution will be despatched with Interest as per the all applicable provisions of Companies Act 1956, which was kept pending due to re-conciliation.

DIVIDEND

Considering the Long-term interest of the members, and as a matter of prudence, it is proposed to plough back profits to build up own resources, your directors, therefore, do not recommended payments of cash dividend for the period ended March 31, 1996.

OUTSTANDING RECEIVABLES

Your Company is making easy effort to realise the amounts pending on Turnkey and EPC contracts and is confident of realising most of the proceeds in the year 1996-97. Reserve for bad and doubtful debts has been created during the year to take care of long standing debts.

DIVERSIFICATION:

Your Directors have chalked out an ambitious programme for diversification in to Automobiles (small cars 620cc) and Railway Wagons and Coaches. With a view to take the advantage of growing opportunities available in Infrastructure, Your Directors also plan to undertake diversification in infrastructure areas, such as Buildings, Developing and undertaking all kinds of Ports, Roads, Power Plants and Joint Ventures in various projects

SOCIAL DEVELOPMENT

Your Company continues to accord high priority in its contribution to socio economic development particularly in the areas of rural health, education etc among the villages in the vicinity of the plant.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption and foreign exchange earnings/out go, as required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, is annexed hereto and forms part of this report.

RESEARCH AND DEVELOPMENT

The Total Expenditure incurred on R & D during the year apart from manpower is Rs.2,31,081/-

Your Company has successfully developed a Multi-operational Welding Machine in the last year and had been put the machines in operation, and the results are good. Therefore, it has be planned to undertake Research on various Welding Machines. Your company is proposing to establish a Central Research Centre in the areas of Material Science and Engineering.

AUDITORS

The Auditors of your company M/s. C.Purushotham & Co.. Chartered Accountants, retire at the Eleventh Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend the re-appointment of M/s C.Purushotham & Co., Chartered Accountants, as Auditors of the company and recommend that authority be given to the Board to fix their remuneration.

REPLY TO AUDITORS QUALIFICATION:

i) As per the Turnkey agreements, only progress bills are raised and all related taxes and levy's will be charged on the Final Bill while handing over the Project, however, the liability of the taxes and levies is on account of client, hence, company does not foresee any contingent liabilities

ii) The Capital Works in Progress related to the Welding Consumables were capitalised during this financial year, there are certain plant and machinery which are eligible for 100% depreciation and other assets eligible at different rates of depreciation, hence, your directors of the opinion that there is no tax liability. However, the tax audit is in progress.

iii) As the Reconciliation in terms of share application money, Refund Balance with collecting banks, and issue of share certificates and other related matters were pending. Certain Agencies connected with this was not provided the information related, hence, the despatch of the dividends were kept pending.

Your company has taken all the steps to reconcile and the Reconciliation is completed, your company is ensuring the despatch of the dividend warrants at the earliest with interest.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and the provisions of Section 58 (A) of the Companies Act, 1956 are not applicable to the company.

INSURANCE

All properties and insurable interest of the company including buildings, plant and machinery and stocks have been adequately insured. As required under Public Liability Insurance Act, 1991, your company has taken necessary insurance coverage.

DIRECTORS:

Mr.S.Bikshapathi and Mr.K Ksehav Kumar retire by rotation and being eligible otter himself for re-appointment.

HEALTH, SAFETY AND ENVIRONMENT

Your company continues to take care about health, safety and environment within and around it.

INVESTMENTS

Your company has invested Rs.112.75 Lakhs and have now decided to invest Rs.1540 Lakhs in the equity capital of various associated companies of your company for the next couple of years for the strengthening of the Business.

PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished in terms of the rules framed under Section 217 (2A) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 1988. During the period, there was no employee drawing remuneration of more than Rs.25,000/- (Twenty five thousand only) per month. Hence, no particulars of employees.

ACKNOWLEDGEMENTS

Your Directors wish to thank the Central Government, Government of Andhra Pradesh, Financial Institutions and the Company's Bankers for a variety of help and regular encouragement to the company. Your Directors gratefully acknowledge the trust and confidence you as esteemed shareholders have placed in the company at all times.

Your Directors also wish to place on record their appreciation of the dedicated services rendered by all officers, staff and workers of the company at all levels and for their unfailing loyalty and sense of belonging which constitute the hall mark of your company.

ANNEXURE

INFORMATION AS PER SECTION 217 (1) (a) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH, 1996.

1. CONSERVATION OF ENERGY

a) Measures taken for conservation of energy:

The Following measures have been taken for energy conservation:

i) Latest Plant & Machinery, indigeneous as well as imported have been installed.

ii) Optimal capacity utilisation is achieved for electrical motors and allied electricals. Maximum demand has been controlled by optimal used of capacitors where ever necessary.

iii) Best utilisation of natural resources i.e. light and air ventilators.

b) Additional investment & proposals for reduction of consumption of energy: Energy conservation will be a continuous exercise.

c) Impact of measures, consequent to (a) and (b) above: By optimising the use of capacitors for maximum demand, company has achieved reasonably good power factor.

d) Total energy consumption and energy consumption per unit of production per Form-A of the Annexure in the rules in respect of industries specified in the schedule thereto.

FORM B

A. RESEARCH AND DEVELOPMENT (R & D)

i) Specific areas in which Research and Development carried out by the company: The Company has carried research on Welding Equipment, Weldstrength, NDT Methods, Weldment and Metal Cutting and joining methods.

ii) Benefits derived as a result of above R & D : The latest technology and state of the art equipments available in R & D laboratory has helped the company to execute quality projects which have found ready acceptance in the national market and meet the international standards.

iii) Future plans : The company plans to keep upgrading its R & D facilities to meet the challenges throwm up by the globalisation of our projects, products and proposing to set up a Central Research Centre.

iv. Expenditure on R & D

a) Capital NIL

b) Recurring Rs.2,31,081

c) Total Rs.2,31,081

B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

i) Efforts in brief made towards technology absorption, adoption and innovation : Continuous efforts are made to secure and utilise the latest available technology both indigeneously as well as from abroad to keep pace with the latest manufacturing trends, keeping in mind the quality, cost reduction and the capacity utilisation in the areas of Turnkey and EPC contracts. The services of trained and experienced technicians are also availed to get the maximum benefits out of the latest process know-how.

ii) Benefits derived as a result of above efforts

The Company is hopeful that with the adoption of latest technology there will be reduction in wastage and improvement in quality and optimum utilisation of process know-how to the clients.

iii) Information regarding Technology

Imported during the last five years NIL

III. FOREIGN EXCHANGE EARNING AND OUTGO

a) Foreign Exchange earned (Rs.) NIL

b) Foreign Exchange outgo (Rs.) 34,680/-

---

Mar 31, 1995

Not available.

---

Mar 31, 1994

Not available.

---

Mar 31, 1993

To Members,

Your Directors have pleasure in presenting this Annual Report (in continuation to the Annual Report dated 30th November, 1993 adopted at the AGM held on 30th December, 1993) as the AGM was adjourned due to pending of Audited Accounts.

Audit was pending due to want of certain information related to the Public Issue Collection Money, Refund Money and the Interest on Public Issue Deposits and other related matters, since, there was discrepancy in the statements made by the Individual Bankers, Registrars and Refund bankers. Your Company was pursuevating the Registrars to reconcile the same because, it is the responsibility of Registrars, however, no progress was made by the Registrars. Meanwhile the "Income Tax Search" was also contributed to further delay i the Auditing of the Accounts. Finally, Company has decided to take up the reconciliation Accounts of the Public Issue and completed the audit keeping in view if any discrepencies will be taken up in the next accounting year.

Reply to Auditors Qualifications:

2 i. Due to the Income Tax Raid, we could only furnish whatever the documents were available in the concerned files.

ii. Since the supply of the Machines is being an export earnings hence, no tax provisions is made.

iii. As explained above, Share application Money Collection, Refund and Balances, with collection Banks, Reconciliation, Despatch of Share Certificates are the responsibilities of the Registrars. Due to the absense of their accountability even after repeated attempts Company is exploring to complete the same at the earliest.

d. The amount of Rs.7,54,200 represents the unadjusted balance of the expenses incurred b Director Shri K. Neela Mohan Rao in connection with the execution of the project, reported that Bills and supporting vouchers sent by Shri K Neela Mohan Rao are lost in transit, hence, the amount could not be adjusted. The Company is taking steps to get duplicate vouchers/bills for the expenses incurred by Mr. K. Neela Mohan Rao and the amount of Rs.5,82,398/- represents the unadjusted balance of the expenses made by Director Shri D. S. Sharma in connection with the Bombay Office pertaining to last year The Company is taking steps to be adjusted in the current year after verifying the bills.

Your Directors convey their sincere thanks to Government of Andhra Pradesh, all banks of the Company, Companies, Marketing Agents, Suppliers, Customers, Shareholders and well wishers for the assistance provided to the Company. Directors of your Company look forward to their continued support.