Home  »  Company  »  Universal Autofoundr  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Universal Autofoundry Ltd.

Mar 31, 2016

To,

The Members

UNIVERSAL AUTOFOUYNDRY LIMITED B-307, ROAD NO. 16,VKI AREA,

JAIPUR-RAJASTHAN

The Directors are pleased to present their Seventh Board''s Report together with the Audited Financial Statements for the year ended on March 31, 2016.

Consolidated Financial Statement (Amt. In Lakh)

Particulars

2015-16

2014-15

Total Income

7501.02

5723.71

Total Expenditure

6892.38

5168.59

Profit Before Interest, Depreciation & Amortization and Tax (PBIT)

608.64

555.12

Less: Interest

131.56

136.82

Less: Depreciation & Amortization expenses

169.64

152.49

Profit Before Tax

307.44

265.81

Exceptional Items

0

0

Profit from Ordinary Activities before Tax

307.44

265.81

Prior Period Items

1.28

0

Less: Tax Expenses (including deferred tax)

118.50

71.63

MAT Credit Availed

0

(25.81)

Profit After Tax (PAT)

187.66

219.99

Performance Evaluation Consolidated Results:

-Consolidated Total Revenue stood at 7501.02 Lakh.

- Net Profit after Tax during the year stood at 187.66 Lakh.

- Earnings Per Share of the Company stood at 2.60 per share having face value of 10 each. RESERVES:

Board of Directors of the company has decided to carry all profit after tax to Profit & Loss Account under Reserve & Surplus. All the Requirements as laid down in Companies Act, 2013 and Rules made there under are complied with.

DIVIDEND:

Directors of the Company do not recommend dividend to its shareholders this year as profit has been reduced, as compared from the last year.

DISCLOSURES UNDER COMPANIES ACT, 2013 1. EXTRACT OF ANNUAL RETURN: {Section 92 (3)}

In Form MGT-9 enclosed as Annexure I.

2. NUMBER OF BOARD MEETINGS: (Section 134)

During the year under review the Board of Directors of the company met 18 times. The details of the Board Meetings and the attendance of the Directors are provided in Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

3. COMMITTEES OF THE BOARD

Details of all the Committees including Audit Committee of Board of Directors along with their terms of reference, composition and meetings held during the year, is provided in the Corporate Governance Report, and forms integral part of this report.

3. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) 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 and of the profit and Loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv)The Directors have prepared the annual accounts on a going concern basis.

v) The directors have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

vi)The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

4. RE-APPOINTMENT OF INDEPENDENT DIRECTOR {SECTION 149 (10)}

As Mr.BabuLal Gupta was appointed as Independent director, the board recommended his Reappointment for a term of 2 years.

As Mr.MurariLal Gupta was appointed as Independent director, the board recommended his Reappointment for a term of 2 years.

As Mr. Raghu Nandan Gupta was appointed as Independent director, the board recommended his Reappointment for a term of 2 years.

As Mr.Aditi Jain was appointed as Independent director, the board recommended her Reappointment for a term of 5 years.

5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS (Section 134):

1. Mr.BabuLal Gupta

2. Mr.RaghuNandan Gupta

3. Mr.MurariLal Gupta

4. Mrs.Aditi Jain

were the Independent Directors on the board during the year being more than one third of the total strength of the board and have remained independent throughout the year as contemplated in sub section (6) of section 149.

6. VIGIL MECHANISM:

The Company is having an established and effective mechanism called the Vigil Mechanism. The mechanism under the Whistle Blower Policy of the company has been appropriately communicated within the organization. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise a concern about serious irregularities, unethical behavior, actual or suspected fraud within the Company.

7 . FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company conducts an introductory familiarization programme when a new Independent Director joins the Board of the Company. New Independent Directors are provided with copy of latest financial results, the Company''s Code of Conduct, the Company''s Code of Conduct for Prevention of Insider Trading, to let them have an insight of the Company''s present status and their regulatory requirements. The induction comprises a detailed overview of the business verticals of the Company and meetings with business heads / senior leadership team and with the Managing Director of the Company.

8. REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. More detail on the same is given in the Corporate Governance Report which forms part of Annual Report 2015-16.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act , 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the Independent Directors carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The performance of the Board is evaluated by each individual Director as well as collectively by the Board on the Annual Basis towards the end of the Financial Year. The Board performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of Director in the affairs of the company, duties performed by each Director, targets achieved by company during the year. The Board further discusses the areas where the performance is not up to the desired level.

10. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

11. RELATED PARTY TRANSACTIONS:

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. However, material transactions entered into with Related Parties in the ordinary course of business and on arm''s length basis are disclosed in the form AOC-2 as Annexure-2 in terms of provisions of Rule 8 (2) of the Companies (Accounts) Rules, 2014 which forms part of this report. 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.

All Related Party Transactions are placed before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is available on the Company''s website.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company''s net worth does not exceed Rs. 500 crores or Company''s turnover does not exceed Rs. 1000 crores or the Company''s net profit does not exceed Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

13 AUDITORS, SECRETARIAL AUDITORS AND REPLY TO THEIR RESPECTIVE QUALIFICATIONS:

Auditors:

M/s. Vijay Garg& Associates Chartered Accountants, who are the statutory auditors of the Company, hold office, in accordance with the provisions of the Act up to this Annual General Meeting and from whom necessary consent has been obtained under section 141 of the Companies Act, 2013 are eligible for re-appointment as required under the provisions of Section 139 of the Companies Act, 2013 from the conclusion of this

Annual General Meeting till the conclusion of Eleventh Annual General Meeting of the Company subject to ratification of the Members at every Annual General Meeting and at a remuneration as may be decided by the Board. The Company has received the necessary eligibility certificate from the Auditors and the Directors recommend the resolution at item no. 3 of the notice for the approval of the members.

The Auditors in their Audit Report/in the Annexure to their Audit Report have not provided with any qualification.

14. SECRETARIAL AUDIT:

Secretarial Audit Report in terms of Section 204 (1) is enclosed as Annexure II.

M/s. Arms and Associates LLP, Company Secretaries were engaged by the Board for the purposes of Secretarial Audit for the year ended on 31/03/2016.

15. LOANS, GUARANTEES AND INVESTMENTS BY COMPANY (Section 186)

The Company has not given any loan or guarantee or security or made any investment during the financial year.

14. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCESHEETAND THE DATE OF REPORT:

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company.

15. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy;

- Energy consumption reduce it by change in melting process (saving holding time and energy) treatment process, ladle size changes to reduce holding time and reduces number of tapping and improves synchronization in melting and pouring line and also energy saving by furnace fast cooling using main coolers.

(ii) The steps taken by the company for utilizing alternate sources of energy;

No any Alternate source utilized during the year

(iii) The capital investment on energy conservation equipment''s;

There is no any capital investment made by the company on energy conservation equipment''s.

(B) Technology absorption:

(i) The efforts made towards technology absorption:-

Installed an In House Machine Shop for the Machining of our Casting Components. This includes a dedicated specialized line for the Machining of Wheel Hubs of Commercial Vehicles. In this dedicated line, many VTL''s along with a set of VMC''s has been installed. Apart from this more of VMC''s have been added to machine other casting parts which were already in supply to our Customers. This is a part of our Value Engineering Project.

Apart from this, a CMM has also been added in our System. This is from Carl Zeiss who are the leaders in this technology. With this CMM, we are now fully strengthened and confident to inspect critical parts and our Customers have also gained confidence on our quality.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:-

Value Engineering has been done by adding In House Machining Set up. It has rendered confidence in our existing customers and are thus giving us more parts for development. Also lot of RFQ''s from New Prospective Customers are also in discussion which we hope to convert in order.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

We have imported a machine from Japan from the fund raised from the public issue.

(C) Foreign exchange earnings and Expenses:

Foreign Exchange Income- The Company has made export of Rs. 6,84,30,859/Foreign Exchange Expenses: The Company has made payment of Rs.29,32,657/- in Foreign currency for Interest Expenses, Bank Charges & Repair & Maintenance Items.

16. RISK MANAGEMENT POLICY:

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

17. INSIDER TRADING PREVENTION CODE

Pursuant to the SEBI Insider Trading Code, the company has formulated a comprehensive policy for prohibition of Insider Trading in Equity Shares of Universal Auto foundry Limited to preserve the confidentiality and to prevent misuse of unpublished price sensitive information. The Company Secretary has been designated as the Compliance Officer.

18. OTHER MATTERS:

Following are the other matters to be covered pursuant to Section 134(3) (q) of the Companies Act, 2013 read with Rules made there under:

1. Change in the nature of business

There was no change in the nature of the business during the year

2. Details of directors or key managerial personnel who were appointed or have resigned during the year;

CFO (Mr. Vinit Jain) and CS (Miss. Ishu Jain) of the Company was appointed during the year. Mr. Amit Gupta and Mr. Vinit Jain resigned from the position of Director during the Year

3. Names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year along with reasons therefore;

N.A.

19. LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE Ltd) and the listing fees for the Financial Year 2016-17 have been duly paid.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR), Regulations, 2015 is presented in a separate section forming part of this Annual Report.

20. FIXED DEPOSIT

The Company has not accepted any Fixed Deposits from public, shareholders or employees during the year under report.

21. SHARE CAPITAL

The Company has allotted 21,60,000 shares through public issue on BSE SME platform at Rs. 15/-(Face Value Rs.10/- And Premium Rs.5/-)

22. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

Since the company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 no disclosures are required to be made.

23. REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT {Section 131 (1) S}

The company has not made any modification or alteration in its Financial Statement / Board Report in respect of last three financial year.

24. AUDIT COMMITTEE {Section 177 (8)}

The Company has established an Audit Committee consisting of 5 Members the majority being the Independent directors.

24. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER

Sr. No.

Particulars

Name of the Director:

Ratio/Percentage

(i)

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 201516

Kishan Lal Gupta

15.81:1

Vimal Chand Jain

14.51:1

Vikram Jain

3.84:1

(ii)

Percentage increase in remuneration of each director and CEO in the financial year

Director were Re- designated in the Last year and are paid as per provisions of Companies Act, 2013

(iii)

Percentage increase in the median remuneration of employees in the financial year 15-16 as compared with financial year 14-15

9.27%

(iv)

Number of permanent employees on the rolls of

31.03.2016

31.03.2015

company

99

73

(ix)

Average percentage increase already made in the salaries of employees other than the managerial remuneration in Comparison with the last financial year

12.69%

(x)

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

NA.

(xi)

Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager

M.D.

W.T.D.

CFO CS

Was appointed in 15-16

Was appointed in 15-16

Was Was appointed appointed in 15-16 in 15-16

(xii)

Affirmation

The Board affirms that the remuneration is as per the remuneration policy of the company

25. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

Not Applicable

26. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

There are no Subsidiaries, Associates and Joint Venture of the Company.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition And Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2015-16.

29. ACKNOWLEDGEMENTS

The Board of Directors gratefully acknowledge the assistance and co-operation received from the IndusInd Bank and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

For and of Behalf of the board

Universal Autofoundry Limited

Sd/- Sd/-

KishanLal Gupta Vimal Chand Jain

Chairman Managing Director

DIN:00295685 DIN:00295667

Date:-30/05/2016

Place:- Jaipur


Mar 31, 2013

Dear Members,

The Directors are pleased to present the 4th Annual Report with Audited Balance Sheet and Statements of Accounts for the period ended 31st March 2013.

FINANCIAL HIGHLIGHTS

The Consolidated audited financial results of the Company for the year ended March 31st, 2013 are summarized below:

Particulars 2013-14 2012-13

Particulars

Total Receipts 4316.25 4028.43

Profit Before Interest, Depreciation 381.50 366.63 and Tax (PBIT)

Less: Interest 153.01 169.14

Less: Depreciation & Amortization expenses 117.66 132.38

Profit Before Tax 110.83 65.11

Exceptional Items 0.00 0.00

Profit from Ordinary Activities before Tax 110.83 65.11

Prior Period Items 0,00 0.00

Less: Provision for Taxation Including Deferred 23.01 2.19 Tax

Profit After Tax (PAT) 87.81 62.92

DEPOSITS

The Company has not accepted any deposits under section 58-A, of the Companies Act, 1956 during the year.

AUDITORS

M/s Goverdhan Agarwal & Co., Chartered Accountants, Jaipur, the Auditor of the company is due to retire at this annual general meeting and are eligible for re-appointment.

DIRECTOR S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

(i) The annual accounts have been prepared following the applicable accounting standards and there are no material departures from such standard,

(ii) Generally accepted accounting policies had been selected and applied consistently and all estimates and judgments 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 2012-13 and profit of the company for the said financial year.

(iii) Proper and sufficient care had been taken for maintenance of adequate accounting records in accordance with the provisions of the companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts had been prepared on a going concern basis.

DIRECTORS

There is no any change in Board of Directors during the year.

AUDITOR S REPORT

The notes to the Accounts read with the Auditor's Report are self- explanatory and, therefore, do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE ENARNING AND OUTGO

(i) CONSERVATION OF ENERGY

1. Company has taken suitable measures for the conservation of energy.

2. The details of energy consumption and energy consumption per unit of production as required are given here under:

a) Power & Fuel Consumption:

1. Electricity 2012-13 2011-12

a) Purchased - Unit 5182710 Unit 7090290 Unit -Total Amount (') 31963550/- 37133712.84 - Rate/Unit (') 6.17 5.24 b) Own Generation

(ii) TECHNOLOGY ABSORPTION

The research and development is carried out as an on-going process. The technology is indigenously available and there is no need for further improvement.

COMPLIANCE CERTIFICATE

In accordance with section 383A of the Companies Act, 1956 and Companies Compliance Certificate Rules, 2001 the company has obtain a Certificate from Company Secretary in whole time practice confirming that the company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report. This Certificate is self explanatory.

EMPLOYEES

There were no employees whose remuneration was in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956 as per the latest amendment.

ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Customers, Shareholders, Government Departments, Financial Institutions, Bankers and Suppliers of the Company. The Board also wishes to pay tribute to all the employees of the Company for their splendid commitment and dedication.

By order of the Board of Directors For Universal Autofoundary Private Limited

PLACE: JAIPUR. DATE: 28.08.2013

(Kishan Lai Gupta) (Vimal Chand Jain) Director Director

Find IFSC