Directors Report of Universal Autofoundry Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

Dear Members.

Your Directors have pleasure in presenting the ninth Annual Report and audited standalone and consolidated financial accounts for the year ended 3T

March, 2018. The performance of the Company for the year ended on March 31, 2018 is summanzed below:

(INR In Lakhs}

Particulars	2017-18 (STANDALONE)	2016-17	2017-18 (CONSOLIDATED)
Total Income	9854.37	7891.09	9894.37
Total Expenditure	8770.04	7110.64	8770-04
Prolit Before: inlerasl. Depreciation & Amortization and Tax (PBIT)	1124 33	770.45	1124.33
Less: Interest	132.47	109.75	132.47
Less: Depreciation & Amortization expenses	294.99	222.46	294.99
Profit Before Tax	696.36	438.24	696.36
Exceptional Items	0	0	0
Profit From Ordinary Activities before Tax	696.36	438.24	696.36
Prior Period Items	0.5	0	0.5
Lass: Tax Experses (including deferred tax)	237.85	134.59	237.85
MAT Credit Availed	0	0	0
Profit After Tax ( PAT|	458.51	303.65	458.51

1. Brief description of the Company''s working during the year/State of Company''s affairs

The Company is engaged in the business of Manufacturing of C.l Casting. There has been no change in the business of the Company during the financial year ended March 31, 2018. Your Company recorded a satisfactory performance.

- Total Revenue Stood alRs.9894.37 Lakhs.

• Net Profit after Tax during the year stock at Rs. 45B-51 Lakhs.

Earning per share of the Company stood at 5.65 per share having face value of 10 each.

2. Transfer to Reserves.

Rs.458.51 Lakhs were transferred to General Reserve for the financial year 2017-I.B.

3. Subsidiary Companies Joint Ventures/Associate Companies

During the year under review we have made investment of Pls. 52,82,000 in equity shares ot M/s Indian Metailoundry Institute Private Limited and acquired 20% equity stake in the company, thereby making it our ASSOCIATE company.

4. Board of Directors

In accordance with the provisions of section 149, 152 and other applicable provisions of the Companies Act. 2013. one third of the such of Director as are liable to retire by rotation, shall retire every year and, if eligible. offer themselves for re-appointment at every AGM. Consequently. (Mr. Ajay Gupta DIN: 023122671) Director of the company will retire, by rotation at the ensuring Annual General Meeting and being: eligible., offer himself lor re-appointment. The Board recommends their re-appointment for the consideration of Members of the Company at the ensuring Annual General Meeting. A brief resume of the Director proposed to be re-appointed, is Furnished in [ha notice of [ha AGM. During the year under review. Mr. Vikram Jain (DIM: 02312298) resigned from the post of directorship w.e.t. 01/05/2017.

5. Number of Meetings of the Board

During the year under review the Board met for 14 Board Meetings. The details of the number of Meetings of the Board hetd during the Financial year 2017-2018 terms part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act. 2013. 6. Key Managerial Personal

The following are the key Managerial Personnel of the Company.

sl, NO,	Name or Person	Desingation
1.	Mr. Kishan Lal Gupta	Chairman & Whole Time Direcior
2..	Mr.Vimal Chand Jain	Managing Director
3	Mr. Vinod Jain	Chiet Financial Officer
4.	Ms Ishu Jain	Company Secretary

Mr.Vikram Janres gnad from the post of Director w.e.f. 01/05/2017.

7. Commiitees of the Board

The Board of Directors have the following commitees.

Audit Commitee

Nomination and Remuneration Compensation Committee;

Shareholders Investor Grievance Committees;

Corporate Social Responsibility Committee applicable from this financial year end, therefore committee Is yet to be consulate with newly appointed Independent directors.)

The details of the Committees along with their composition. number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

8. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016. the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Compensation and Shareholder''s ''lnveslor'' a Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

9. Declaration by an Independent Director(s) and re- appointment, If any

All Independent Directors have given (federations that they meet the criteria of independence as provided In sub-section (6) of Section 149 of the Companies Act. 2013 and Regulation 15 (b) of SEBI (Listing Obligations ana Disclosure Requirement) Regulations, 2015.

10. Finance & Accounts

Your Company prepares its Financial Statements in compliancewith the requirements of the Companies Act, 2013 and Accounting Standards. The estimates and judgments relative to the Financial statements are made on a going concern basis, so as to reflect in a true and lair manner. The form and substance of transactions are reasonably present the Company''s state of affairs, profits and cash Flow for the year ended March31.2018.

11. Awards and Recognitions

Your company has been awarded as Follows:

(a) EEPC AWARD Star Performer 2015-16

(b) Rajasthan Best Brand Award 2018

(c) FPF Industrial Excellence Awards-IPF Fastest growing

Manufacturing Company Award Auto Ancillary Category (Small)

12. Auditors

(a) Statutory Auditor

The Statutory Auditors of the Company M/s. Vijay Garg & Associates.. Chartered Accountants. (Firm Registration Number; 007501C) have audited the Financial Statements of the Company the Statutory Auditors who were appointed by the member of the Company at the 7th Annual General Meeting of the Company held on August 13,.2016 on the conclusion of 11th AGM.

The Company has received consent letter front Mis Vijay Garg &. Associates.,Chartered Accountants, to the eflect that their continuation, would be within the prescribed inputs under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act 2013.

The Auditors Report is self-explanatory in nature.

(b) Secretarial Auditor

In terms of Section 204 of Companies Act. 2013 and rules made there under, the Company has appointed M/s Arms & Associates LLP, B firm of Company Secretaries in Practice (C.P. No. 9320) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report submitted by them in the prescribed fom MR-3 is enclosed as ANNEXURE ''B'' and forms part of this report. No adverse comment has been made in the said report by the Practicing Company Secretary.

The report is self-explanatory and do not call for any further comments.

13. Internal Audit and Controls

Your Company has appointed M/s Shah Patni & Co.. as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendation to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiencv, effectiveness of sysiems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective action taken as per the directions of Audit Committee or, an ongoing oasis to improve efficiency in operations. 14. Vigil Mechanism/Whistle Blower Policy

In pursuant to me provision of section 177(9) & (10) of me Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has teen established The Vigil Mechanism policy has been uploaded on the website of the Company htlp: //www.ulindia.com/into5.html

15. Extract of Annual Return

As required pursuant to section 92(3) of the: Companies Act. 2013 and rule 12(1} of the Companies. (Management and Administration) Rules. 2014. an extract of Annual Return in. MGT 9 as a part of this Annual Report as ANNEXURE ''A''.

16. Material Changes and commitments, if any, attending the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements rotate and the date of the report

Management percent the to following specified changes below as material changes occurred subsequent to the close of the financial year as on March 31. 2018 affecting financial position of the Company In any substantial manner:

(i) During the year under review we have made investment of Rs. 52,80,000/- in equity sharee of M/s Indian Metalfoundry Institute Private Limited and acquired 20% equity slake in the company, thereby making it our Associate company.

(a) We have also planned an expansion due to high demand of products and thus in Board meeting on 12 February, 2018 we have approved the business plan for the second unit of the company by me name of ''M/s Universal Autofoundry Limited-Unit II at Rogus.The details of the united as specified below:

a) The Board has approved the plan of investments for establishing the accord unit of Universal Autofeundry Limited at the land purchased on 09/01/2018 of Rs. 1.5 crore at B-51,SKS Industrial Area, Reengus.

b) Board of Directors ai their meeting held on 12th February. 2019 approved Mr. Vimit Jain. CFO of the company to place orders for the machinery and equipments required to establish foundry;

c) The Board has approved the business plan as below: Proposed capacity addition will be around 1800 MT/per month; investment: INR. 35-40 crores;

Existing Capacity of the company: 900MT/per month;

• Production Plan is propsed to start from the end or next Financial year i.e. March 2018 (Approx.)

• Mode of Finance: From Bank;

. Aallonale Expension due to high demand of products.

d) The Board has also approved to purchase a car for the second unit of approximate value of Rs. 18 lakhs;

e. The Board has approved Mr. Kishan Lal Gupta, Chairman of the company to do an such necessary changes in the statutory documents and department of government for addition of second unit of the company:

I) The Board has given consent to recognize the second plant of the company by the name of "M/s Universal Autotoundry Limited Unit II.

17. Details significant and material orders passed try the regulator or courts or tribunals impacting the going concern status and company''s operations in future

There are no significant and material orders passed by the Regulators / courts that would impact the going concern status of the Company and Its future operations,

18. Acceptance of Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act. 2013 and The Companies (Acceptance at Deposits) Rules. 2014.

19. Particulars of loans, guarantees or Investments

Details of Loan. Guarantees and investments, covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

- investment in unquoted Equity shares of Associate Company of RS. 52,00,000

- Capital advance of Rs. 3,54,99,204,20/-Loan given to company of Rs 36,51187/-

20. Particulars of contracts or arrangements with related parties

All transactions entered will the Related Parties during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under ''ANNEXURE-E''

Related party transactions have been disclosed, under the Note no.37 of significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18,. A statement in summary form of transactions with related parties in the ordinary course of business and on arm''s length basis is periodically placed before the Audit committee; for review and recomendation to the Board for their approval.

None of the transactions with related parties were in conflict with the interest of the Company. All me transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are camed out on an arm''s length basis or fair value.

21. Listing with Stock Exchanges

Your Company''s shares are listed on me Bombay Stock Exchange - SUE Platform (BSE). The Securities and Exchange Board of India. (SEBI). on September 2, 2015 Issued SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The said regulations were effective on December 01, 2015. Accordingly an listed entities were required to enter into me listing agreement within six monlhs from the effective date. Your Company entered into Listing Agreement with BSE Limited within the stipulated time period given.

22. Corporate Governance

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming: compliance Forms an integral part of this report.

Company has submitted corporate governance report for every quarter within me prescribed time..

23. Environment and Safety

The Company is conscious of the importance of environmentally / clean and safe. operations.The Company Policy requires conduct of operations in such amount so as to ensure of all concerned, compliances environmental regulation and preservation of natural resources 24. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act r2013

In order to prevent sexual harassment of women ot work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has been employing women employees In various cadres within the factory premises. Your Company has set up Internal Complaints Committee for Implementation of said policy. Complaints received, if any are regularly monitored by women line supervisors who directly report to the Chairman & Managing Director,. During the financial year 2017-18 your company has not received any complaint of harassment and hence no compliant is outstanding as on March 31, 2018 For redressal 25. Corporate social Responsibility

The Board of Directors of your company hereby confirms that the provisions Of section 135(1} of the Companies Act. 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 have become applicable to your company as the Net Profit of the company exceeded the specified limit of Rs. 5 crores (to be calculated according to section 198 of Companies Act, 2013. Therefore, the CSR committee will be constituted with newly appointed independent directors.

26. Directors Responsibility Statement

The Directors. Responsibility Statement refered to in clause (c) of sub-seetion (3) of Section 134 of the Companies Act, 2013, shall statet that— i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; II. the directors had 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 stale of affairs of the company at the end of the financial year and of the profit and loss of the company period; iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other regularities;

Iv. the director had prepared the annual accounts on a going concern basis; and v. that the directors, had laid down internal financial controls to be followed by the company and that such internal financial controle are adequate and were operating effectively, vi. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such sytems were adequate and operating effectively.

27. Dividend:

Your company does not propose declaration of dividend for the financial year 2017-18.

28. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (iEPF).

29. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under regulation 34(3) read with Schedule v of me SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

30. Statutory Information

As per section 134(3) of the Companies Ad. 2013 read with Rule B(3) of the Companies (Accounts) Rules. 2014, the information on conservation of energy, technology absorption and foreign exchange- earnings and Outgo is annexed in ANNEXURE ''C'' an integral part of this report.

In terms of provisions of section 197(12) of the Companies Act. 2013 read with Rule 5(2) end 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names and other particulars Of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Ad. 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in ANNEXURE ''O'' an Integral part of this report.

The Business Responsibility Reporting as required under Regulation 34(2} of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2017-18.

31. Cautionary Statement

Statement in mis Management''s Discussion and Analysis detailing the Company''s objectives, projections, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ malenally from those expressed or implied. Important factors !hat could make a difference to the Company''s operations include global end Indian demand-supply conditions, finished goods prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, tax regimes, economic developments In India and Other factors such as migaton and labour negotiations.

32. Appreciation and Acknowledgments

You Directors place on record their deep appreciation to employees at all levels lor their hard work, dedication and commitment the Board places on record its appreciation for the support and co-operaton your company has been receiving from its Suppliers. Retailers. Dealers & Distributiors and other associated with me Company. The Directors also lake this opportunity to thank all investors, clients, Vendors, Banks, Government & Regulatory Authorities and Stock Exchange for lheir continued support.

For & on behalf of the Board

Sd/-

Kiahan Lal Gupta Chairman

DIN:00295685

Jaipur, 27/08/2018

ANNEXURE ''A''

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

As on the Financial Year ended an March 31. 2018 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1} of the Companies (Management and Administration) Rules,2014]

I. REGISTRATION AND OTHER DETAILS:

1.	CIN	L27310RJ2009PLC030038
2.	Incorporation Date	06-10-2009
3,	Name of the Company	UNIVERSAL AUTOFOUNDRY LIMITED
4.	Category / Sub -Category of the Company	Indian Men-Government Company
5.	Address of the Registered office and contact details	B-307, ROAD NO. 16 V.K.I, AREA JAIPUR RJ 302013
6.	Whether listed Company	LISTED
7,	Name, Address and Contact details of Registrar and Transfer Agent, if any	Karvy Computershare Pvt. Ltd. Karvy Selenium Tower B, Plot 31-32 Gachibowll, Financial District Nanakramguda Hyderabad

I. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

(All the business activities contributing 10% or more of the total turnover of the Company shall be stated)

Sl-No-	Name and Description of main Products/services	NIC Code of the Product / service	% to total turnover of the Company
1.	MANUFACTURING OF Cl CASTING	24319	100 %

(II. PARTICULARS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES:

SI No	Name and Address of the Company	CIN/QLN	Holding/ Subsidiary / Associate	% of Stares Held	Applicable Section
1-	INDIAN METALFOUNDRY INSTITUTE PRIVATE	UB0302RJ2010PT031091	ASSOCIATE	20	2(6)
	LIMITED

I. SHARE HOLDING PATTERN(Equity Share Capital Breakup as percentage of Total Equity}

(I) Category-wise Share Holding

Category of Shareholders	NO. of Shares held at the beginning of the year(01.04.2017)				No. of Shares held at the end of the year (31.03.2019)				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	no of shares	change in %
A. Promoters
(1) Indian
a) Individual /HUF	196000	0	1960000	24.17	1960000	0	1960000	24.17	0	0
b) Central Govt. or	0	0	0	0	0	0	0	0	0	0
StateGovt.
C) Bodies Corporates	0	6	El	a	0	0	0	0	0	0
d) Bank/FI	0	0	0	0	0	0	0	0	0	0
e) Any other {Promoter Group)	2799965	0	2799965	34.52	2527965	0	2537965	31.17	272000	9.71
SUB TOTAL: (A) 1	4755955	0	4759965	55.59	4457965	0	4487965	55.34	-272000	-5.71
(2) Foreign	0	0	0	C	0	0	C	0	0	0
a NRl- Individuals	0	0	0	0	0	0	0	0	0	0
b) Other Individuals	0	0	a	0	c	0	0	0	0	0
c) Bodies Corp.	0	0	0	0	0	0	0	0	0	0
d) Banks/FI	0	0	0	0	0	0	0	0	0	0
e) If Any Other...									0	0
SUB TOTAL (A) (2)	0	0	a	0.00%	0	0	0	0.00%	0	0
total Shareholding of Promoter	4759965	0	4759965	58.69	4487965	0	4457955	55.34	272000	5.71
(A) =(A)(1) (A)-(2)
C. PUBLIC SHAREHOLDING
institutions
a) Mutual Funds	0	0	0	0	0	0	0	c	0	0
d) Banks F1	0	0j	0	C	5	0	0	0	0	0
C) Conlra Govt	0	0	0	0	0	0	0	c	0	0
d) State Govt.	0	0	0	0	0	0	0	0	0	0
e} Venture Capital Fund	0	0	a	0	0	0	0	0	0	0
1) Insurance Companies	0	0	0	0	0	0	0	0	0	0
g) FIIs	0	0	0	0	0	0	0	0	0	0
h) Foreign Venture	0	0	0	0	0	0	0	0	0	0
Capital Funds
i) Others (specify)	0	0	0	a	0	0	0	0	0	0
SUB TOTAL (B)(1);	0	0	0	0	0	0	0	0	0	0
(2) Non Institutions
A} Bodies corporates
i) Indian	204000	0	204000	252	364000	0	364000	449	160000	78.43
a) Overseas	0	0	0	a	0	0	0	0	0	0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs	504035	0	604035	6.21	562035	0	562035	6.93	68000	11.50
b) Individuals sharehold ars holding nominal share capital in excess of Rs.. 1 lakhs	£533000	0	2550000	31.54	2595000	0	2596000	32.00	38000	1.49
c) Others (Clearing Member & HUF)	54000	0	94000	1.04	100000	0	100000	1.23	16000	-19.04
SUB TOTAL (B)(2)|	3350035	0	33S 0035	41.31	3622035	0	3632035	44.66	272000	0.12
Total Public. Shareholding	3350035	0	3360035	41.31	3622035	0	3522035	44.66	272000	8.12
(B)(B)(1) (B)(2)
C. Shares held by Custodian for
GDRs & ADRs
Grand Total [A B C)	811000	0	811000	100	8110000	0	8110000	100	0	0

(ii) A. Shareholding of Promoters

SI No.	Shareholders Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change In share holding during the year
		NO of shares	% of total shares	% of shares pledged	NO of shares	% of total shares	% of shares pledged
			of the company	encumbered to total shares		of the company	encumbered to total shares
1	Kishan Lal Gupta	700000	8.63%	-	700000	8.63%	-
2	Vimal Chand Jain	1260000	15.54%	-	1260000	15.54%	-
	Total	1960000	24.17%		1960000	24.17%

B, Shareholding of Promoter Group

SI No.	Shareholders Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in share holding during the year
		NO of shares	% of total shares	% of shares pledged encumbered to total shares	NO of shares	% of total shares	% of shares pledged encumbered to total shares
			of the company			of the company
1	Mrs. Urmila Gupta	595000	7.34%	-	459000	5.66%	-	22.86
2	Mr. Anil Gupta	839965	10.36%	-	839365	10.36%	-	-
3	Mrs. Mani Jain	770000	9.49%	-	634000	7.62%	-	-17.66
4	Mr. Vikram Jain	175000	2.16%	-	175000	2.16%	-	-
5	Mr. Vinit Jain	420000	5.18%	-	420000	5.18%	-	-
	Total	2799965	34.52%		2527965	31.17%

(Ill) Change in Promoters.'' Shareholding (please specify, if there is no change)

SL No.		Shareholding at the beginning of the Year		Cumulative Shareholding during the year
			% of total		% of total
		No, of Shares	shares of thecompany	No of shares	shares at me company
	At the beginning of the year	1960000	24.17%	1960000	24,17%
	Data wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	N/a	N/a	N/a	N/a
	A1 the and of the year	1960000	24.17%	1960000	24.17%

(IV) Shareholding Pattern of top ten Shareholders (other then Directors, Prompters and Holders of GDRs and ADRs) as on 31,03-

SL No	For Each of 1he Top 10 Shareholders	Name of Shareholder	Shareholding at the end of the year		Cumulative Shareholding during the year
			No.of shares	% of total shares of the company	No of shares	% of total shares at the cornpany
	Openiis Balance	PAVAL -GUPTA	840000	10.38	840000	10.36
	Sale	23.03.2018	72000	0.89	768000	9.47
	Closing Balance	31-03-2018	768000	9.47	768000	9.47
2	Opening Balance	A V CASTERS PRIVATE LIMITED	0	0	0	0
	Purchase	16-03-2018	148000	1.32	148000	1.82
	Purchase	23-03-2018	144000	1.78	292000	3.6
	Closing Balance	31.03.2018	292000	3.6	292000	3.6
3	Opening Balance	VEENU JAIN	175000	2.16	175000	2.18
	Sale	23.03.2018	36000	0.44	139000	171
	Closing Balance	31.3.2019	133000	1.71	139000	1.71
4	Openiig Balance	PREETl JAIN	175000	2.16	175000	2.16
	Sale	23-03-2018	36000	0.44	139000	1.71
	Closing Balance	31.03.2018	139000	1.71	139000	1.71
9	Opening Balance	NIVEDITA RAVINDRA SARNA	24000	0.3	24000	0.3
	Purchase	16-02.2018	124000	1.53	148000	1.82
	Closing Balance	31.03.2018	149000	1.82	148000	1.82
6	Opening Balance	HEM CHAND JAIN	136900	1.98	136000	1.89
	Purchase	02-02-2018	32000	0.39	168000	2j07
	Purchase	16-03-2018	2000	0.02	170000	2.1
	Closing Balance	31.03.2018	170000	2.1	170000	2.1
7	Opening Balance	SONALI JAIN	132000	1.63	132000	1.63
	Sale	12-05-2017	48000	0.59	84000	1.04
	Sale	02-06-2017	8000	0.1	76000	0.94
	Sale	23-08-2017	8000	0.1	68000	0*4
	Sale	07.07.2017	16000	0.19	52000	064
	Sale	14-07-2017	24000	0.3	28000	0.35
	Sale	20-07-2017	12000	0.15	16000	0.2
	Sale	29-07-2017	10000	0.19	0	0
	Closing Balance	31-03-2018	0	0	0	0
9	Opening Balance	POONAM CHAND JAIN	88000	1.09	66000	1.09
	Closing Balance	31.3-2018	88000	1,09	68000	1.09
9	Opening Balance	KAMAL CHAND JAIN	88000	1.09	88000	1.09
	Closing Balance	31-03-2018	88000	1.09	88000	1.09
10	Opening Balance	NlDHI JAIN	88000	1.09	88000	1.09
	Closing Balance	31.03.2018	80000	1.09	88000	1.09
11	Opening Balance	INDU JAIN	48000	0.59	46000	0.59
	Purchase	19.5.2017	28000	0.35	76000	0.94
	Closing Balance	31-03.2018	76000	0.94	76000	0.94
12	Opening Balance	SAHIL GUPTA	68000	0.94	68000	0.84
	Sale	02-06-2017	4000	0.05	64000	0.79
	Closing Balance	31-03.2018	64000	0.79	84000	0.79
13	Opening Balance	RAM KARAN SATNI	64000	0.79	64000	0.79
	Closing Balance	31.3.2018	64000	0.79	64000	0.79

(V) Shareholding of Directors and Key Managerial Personnel

SI, No		Shareholding at the end or the year		Cumulative Shareholding during the year
	For Each of the Directors & KMP	No.of shares	% of total shares of the company	No of shares	% of total shares of the company
	At the beginning of Ihe year	2555000	31.50%
	Date wise increase/decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)	Mr. Vikram Jain resigned on 01/05/2017, therefore his shareholding (175000 e/s) will not be included thereof	-
	At the end of the year	2380000	29.35%

(vi) INDEBTEDNESS

Indebtedness of the Company Including interest outstanding/accrued but not due for payment

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
j) Principal Amount	5,90,92,274,41	4,51,83,102.73	0	10,42,75,377,14
ii) Interest due but not paid	50.864,00	0	0	50,864.00
iii) Interest accrued but not due	9.026.58	0	0	9,026.58
Total (i ii-iiii)	5,91,52,164.99	4,51,63,10273	0	10,43,35,267.72
Change in Indebtedness during the financial year
Additions	1,46,83,06,522,35	6,62,28,083.00	0	1,53,45,34,605,35
Reduction	1,42,81,51,936.07	3,24,25,754.00	0	1,46,05,77,690.07
Net Change	4,01,54,586,28	3,38.02,329.00	0	7,39,56,915.28
Indebtedness at the end Of the financial year
i) Principal Amount	9,92,46,060,69	7,89,85,431.73	0	17,02,32,292.42
ii} Interest due but not paid	0,00	0	0	0,00
iii) Interest accrued but not due	13,154.57	0	0	13,154-57
Total (i-ii iii)	9,92,60,015.26	7,89.85,431.73	0	17,82,45,446,99

{vii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director. Whole-time Directors and/or Manager;

SI. No	Particulars of Remuneration	Name of the MD/WTD/Manaoer	Totaf Amount
1	Gross salary
	(a) Salary as per provisions contained In Section 17(1) of the Income Tax. 1961-	1, Kishan Lal Gupta (Chairman & WTD) 2, Vlmal Chand Jain (MD)	1.1800000 2.1800000
	(b) Value of perquisites uis 17(2) of the Income tax Act, 1961	-	-
	(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961	-
2	Stock option	-	-
3	Sweat Equity		-
4	Commission as % of profit
	others (specify)	-	-
5	Others, please specify	-	-
	Total (A)	-	3600000
	Ceiling as per the Act (Schedule V)		8400000

B. Remuneration to other directors:

SI.No	Particulars of Remuneration	Name of the Directors	Total Amount
1	Independent Directors
		1. Babu Lal Gupta	38000
		2. Raghu Narvdan Gupta	30000
	(a) Fee for attending board committee meetings	3. Murari Lal Gupta	26000
		4. Ad Hi Jain	26000
	(b) Commission	-	-
	(c) Others, please specify	-	-
	Director Remuneration
	Total (1)	-	120000
2	Other Non Executive Directors	Ajay Gupta
	(a) Fee for attending	-	-.
	board committee meetings
	(b) Commission
	(c ) Others, please specify.	-	-
	Total (2)	-	0
	Total (B)={1 2)	-	120000
	Total Managerial Remuneration
	Overall Ceiling as per the Act,

C. Remuneration to Key Managerial Personnel Other Than Md/Managcr/WTD

SI. No,	Particulars of Remuneration	Key Managerial Personnel		Total
		CS	CFO
		Ishu Jain	Vinit Jain
1,	Gross Salary
	a. Salary as per provisions contained u/s 17(1) of the Income Tax Act , 1961	3,99,955,00	41,12,451,00	45,12,406,00
	b. Value of perquisites u/s 17(2) of the Income Tax Act, 1961	-	-	-
	C- Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961	-	-	-
2,	Stock Option	-	-	-
3.	Sweat Equity	-	-
4.	Commission
	As % of profit	-	-	-
5.	Others, please specify	-	-
	Total	3,99,955.00	41,12,451.00	45,12,406.00

(VIII) PENALTIES /PUNISHMENT/ COMPOUNDING OF OFFENCES;

Type	Section of the & Companies Act,1956 &2013	Brief Description	Details of Penalty / Punishment / Compounding fees imposed	Authority (RD/NCLT/Count)	Appeal made if any (give details)
A- COMPANY
Penally
Punishment
Compounding
B. DIRECTORS
Kishan Lal Gupta
Penalty
Punishment
Compounding
Vimal Chand Jain
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
CFO
Penalty
Punishment
Compounding
CS
Penally
Punishment
Compounding

ANNEXURE ''B''

SECRETARIAL AUDIT REPORT

For the Financial Year Ended on March 31, 2018 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and remuneration Personnel} Rules,S014]

To.

Members

Universal Autofoundry Limited

B-307. Road No. 16, V.K.L Area,

Jaipur, Rajasthan-302013

WE have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Universal Autofoundry Limited (CINL27310RJ20MPLOQ300M) (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating 1he Corporate Conducts'' Statutory Compliances and expressing my opinion thereon.

Based on our verification or me Universal Autofoundry Limited books, papers. minute books, form and returns filed and other record maintained by the Company and also the information provided by the Company, its officers. agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company, has during the audit period covering the (Financial year ended on 31st March. 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereafter

We have examined the books, papers, minute books, forms and returns filed and Other records maintained by Universal Autofoundry Limited {''The Company") for the financial year ended on 31st March, 2018. according to the provisions of:

i. The Companies Act,. 2013 {the Act) and the rules made there under;

ii. The Securities- Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under

iii.. The Depositors Act. 1996 and the Regulations and Bye-laws framed'' No 1 applicable to the company as the company has not applied and at the same time has not been granted a certificate of registration under 12(1 A) of Securities and Exchange Board of India Act, 1992

iv Foreign Exchange Management Act. 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment (FDI) and Overseas Direct Investment and External Commercial Borrowings-

v. The Following Regulations and Guidelines prescinded under the Securities and Exchange Board of India Act, 1992 (''SEBI Act'') .

a. The Securities and Exchange Board of India (Substantial Acquision of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not Applicable as the Company has not Issued any securities during the financial year under review.

d The Securities and Exchange Board of India (Employee- Stock Option Scheme and Employee Slock Purchase Scheme) Guidelines. 1999; Not Applicable as the Company has not granted any Options to Its employees during the financial year under review.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Ragulation, 2008 Not Applicable as the Company has not Issued any debt securities during the financial year under review

f. The Securities and Exchange Board of India (Registrars to an lssue and Share Transfer Agents) Regulations, 1993, regarding the Companies Ad and dealing with client; Not Applicable as the Company is net registered as Registrar and Transfer Agents with SEBI

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,, 2009; Not Applicable as the Company has not get delisted Its equity shares from any stock exchange during the financial year under review,

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1993; Not Applicable as the Company has not bought bach any of its securities during the financial year under review

vi. We have relied on the representation made by the company and its officers for system and mechanism formed by The company under other applicable Acts, Jaws and regulation to the company. The list of major head/groups of Acts, laws and Regulations to the Company is given in Annexure-A:

i. Secretarial Standards issued by The Institute of Company Secretaries, of India.

ii.The Listing Agreements entered into by the Company with BSE.

During the period under review, the Company has complied with the provisions of the Ac], Rules, Regulations. Guidelines, Standards etc. mentioned above.

This report is to be read without letter of even date which is annexed as ''Annexure

-B'' and form an integral part of this report. we further report that:

The Board Of Directors of the Company is duly constituted with proper balance at Executive directors. Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to as directors to schedule the Board Meetings. agenda and detailed notes on agenda were sent; at least seven days in advance, and a system exisls for seeking and obtaining further Information and clarifications on me agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members'' views are captured and recorded as part:of the minutes..

We further report that there are adequate systems and processes in the Company commensurate with the size and operation of the Company to manitor and ensure compliance with applicable laws, rules. regulations and guidelines. We further report that during me audit penod there were no specific events / actions having a major bearing on the company''s affairs.

For ARMS and Associates LLP Company Secratariea Sd/-(Mitesh Kasliwal) FCSB233 C..P.No.9320 Place: Jaipur Date: 22/08/2018

Annaxure-A

List of applicabla laws to the Company:

i. Factories Act 1960

ii. lndustries (Development and Regulation) Act, 1951

iii.. Labour Laws and other incidental laws related to labour and employees appointed by the company either on its payroll or on contractual basis as related to wages. provident fundr gratuity, ESlC, compensation elc.

iv. Acts presented under prevention and control of pollution.

v. Acts prescribed under Environmental Protection

vi- Acts as prescribed under Direct Tax and Indirect Tax.

vii. Land revenue laws of respective states.

viii. Labour Welfare Act of respective States.

ANNEXURE-B

To.

The Members,

Universal Autofoundry Limited

B-307. Road No. 16. V.K.I Area,

Jaipur, Rajaathan-302013

Our report of even date is to be read along with this letter.

1 _ Maintenance. of Secretarial records, is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial records based on OUr audit.

Z. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verifications were done on test basis to ensure that correct tacts are reflected in secretarial recorde. the believe that the processes and practices, we followed provide a reasons We basis for our opinion

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about! the compliance of Laws, Rules and Regulations and happening of events etc-

5. The compliance of the Provisions of Corporate and other applicable Laws, Rules, Regulations, standards is the responsibility of Ihe Management. Our examination was limited to the verification of procedure on teat basis.

B. The Secretarial Audit Report is neither an assurance as to this future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affaires of the Company.

For ARMS and Associates LLP Company Secretaries Sd/-(Mltesh Kasliwal) FCS 6233 C.P.No.9320 Place: Jaipur Date:22/08/2018

ANNEXURE C

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo The information under section 194(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies {Accounts) Rules, 2014 for the year ended March 31, 2018 is given below and forms port of the Director''s Report.

A) Conservation of energy :

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

• Pouring time reduced and fast pouring done by two ladla at the same time simultaneously so malarial empty time saved and energy saved by temperature reduction and cycle lime reduction.

• Close Temperature Monitoring to control and save energy & rejection by providing big temperature monitor on floor,

• Reduced holding lime which reduces Furnace holding time and exist of excess power minimize. By providing Charge correction display for reduce holding time.

• Rajasthan Energy Conservation award recognition for year—2017-18 (II) the slaps taken by the company for utilising alternate sources of energy;

• No any Alternate source utilized during the year

(iii) the capital Investment on energy conservation equipments;

• There is no any capital investment made by Ihe company on energy conservation equipments

(B) Technologv absorption;

(I) The efforts made towards technology absorption;

• Energy master software used for energy management.

Convey or System installed for material and:moment and handling . Paint Shop Conveyor Syslem installed,

Casting mutii storage Area implemented.

(II) Ihe benefits derived Iike proud Improvement, cost reduction, product development or impart substitution;

• Paint qualily improved.

• Avoided dent & damageon casting surface '' Material handling/moment improves.

• Maleriat storage area improved (parts stoned in bins and not floor).

(iii) In case of imported technology imported during the last three years reckoned from the beginning of the financial year) (N. A.

(IV) The expenditure incurred in Research and Development:NIL (C) Foreign exchange earning and Outgo

Particulars	2017-18	2016-17
Earnings in foreign Exchange	135101236	115359745
Outgo Foreign Exchange	5,68.251.86	18,81,315

For & on behalf of the Board Sd/-Klshan Lal Gupta Chairman DIN: 00295685 Jaipur. 27.08.2018

ANNEXURE ''D''

Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1 )of Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2004

1. Ratio of the remuneration of each Executive Director to me median remuneration of the Employees of the Company for the financial year 2017-18. the percentage increase in remuneration of Executive Directors.. Chief Financial Officer and Company Secretary during the financial year 2017-18

SI, No,	Name of Director/ KMP	Ratio of remuneration of each Director to median remuneration of employees	Percentage increase in remuneration for the FY 2017-2019
1	Mr. Kishan Lal Gupta	9,52	0%
2	Mr. Virnal Chand Jain	9.52	0%
3	Mr. Vintt Jain	N.A.	34.91%
4	Ms, Ishu Jain	N-A.	39.67%

*Mr. Vikrarm Jain resigned from the post of directorship w.e.f- 01/05/2017

Note :

(a) The Non-Execullve Directors of the Company are entitled for sitting fees and commission as per statutory provisions and within the limits approved by the shareholders. The details of remuneration of Non-Executive Direclor are provided in the Corporate Governance Report. The ratio of remuneration and percentage increase for Non-Executive Directors is therefore not considered for the above purpose.

(b) The modian remuneration of employees the company was Rs.1,89,000

2, The percentage increase In the median remuneration of Employees for the financial year was 16.67%

3. The Company has 94 permanent Employees on the rites of Company as on March 31, 2018.

4, The explanation on the Relationship between average increase In remuneration and company performance.

5, The remuneration paid is determined keeping in view the industry benchmark, the relative performance of the Company to the industry performance and review of remuneration packages of employees / managerial personnel of other organizations. During the year, similar approach was followed to establish the remuneration increases to the employees.

6. Variable compensation is an Integral part of Company''s tolal remuneration package and is directly Inked to business performance. Salary increases during the year were in

7. In line with the Company''s performance as well as that of the Company''s market competitiveness.

8.. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

In line with Company''s remuneration philosophy, merit Increases and annual variable pay-outs of its Key Managerial Personnel are directly linked to respective KMP''s performance as well as business performance- Considering the respective KMP''s performance and business performance of the Company, appropriate reward by way of merit increase and/or salary increase and/or variable pay have been awarded to the Key Managerial Personnel for the current year.

9, Variations in the market capitalization of the Company price earnings ratio as the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations el the shares on the Company in comparison to the rate at which the Company came out with the last public offer:

The market capitalization of the Company as on March 31, 2018 was Rs, 4610.54 Lakhs as compared to Rs. 3649.50 Lakhs as on March 31, 2017. The price earnings ratio 01 the Company was 10.06 as at March 31. 2016 and was 12.02 as at March 31, 2017. The closing price Of the Company at BSE Limited on March 31. 2018 being Rs. 56.85/- per equity share of face value ol Rs. 10/-eech.

10. Average percentage Increase in the salaries of employees other than the managerial personnel in the financial year was 16.67%. The average increases every year is an outcome of the Company''s market competitiveness and business performance.

11. Comparision Of remuneration Of each Key Managerial Personnel against the performance of the Company:

Sl.. No.	Name of Director KMP	for financial year 2017-18 (Rs. in Lakhs)	% of Gross Revenue for FY 2017-18	% of PBT for FY 2017-18
1.	Mr. Klshan Lal Gupta	19	0.18	2.58
1	Mr. Virnal Chand Jain	10	0.18	2.58
4	Mr. Vinit Jain	41.12	0.42	5.90
4	Mr. Ishu Jain	4,00	0.04	0.57

Mr. Vikram Jain resigned from the post of directorship w.e.f. 01/05/2017.

12. The key parameters for any variable component of remuneration:

Variable compensation is an integral part of our total remuneration package for all employees including Directors, variable Pay is directly linked to business performance. At the start of the year. the Management sets business and financial targets for the Company. These are drawn from the organizational strategic plan and. are then reviewed for consistency and stretch. Mr. Vikram who resigned on 01st May ,2017 was paid variable commission.

13. 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 Direct of during the year.

a) MR. Vinit Jain, CFO of the Company is paid higher than Director. Ratio 1:2.26; b) Mr. Vikram Jain, President (Marketing) of the company is paid higher than the Director Ratio is 1:1:33.

14. It is hereby affirmed that the remuneration paid during the year is as per the'' remuneration policy of the Company.

For & on behalf of the Board Sd/ Klshan Lal Gupta Chairman DIN:00295685 Jaipur. 27/08/2018

ANNEXURE ''E''

AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Role 8(2) of the Companies (Accounts) Rules, 2014

Form for Disclosure of particulars of contracts/arrangments enlered into by the company with related parties referred to in sub section (1) OF Section 188 of the Companies Act, 2013 including certain arm''s length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at Arm''s length basis.

SL.No..	Particulars	Details
a)	Name (s) of the related party & nature of relationship	NIL
b)	Nature of contracts/arrangments/transction	NIL
C)	Duration of the contracts/arrargsments/transaction	NIL
d)	Salient terms of the contracts or ar rangements or transaction Including the value. If any	NIL
e)	Justification for entering into such contracts or arrangements or transactions''	NIL
i)	Dale of Approval by the Board	MIL
g)	Amount paid as advances, If any	NIL
h)	Dale on which the special resolution was passed in General meeting as required under first proviso to section 188	NIL

2. Details of contracts or arrangements or transactions at Arm''s length basis.

SL. No.	Particulars	Details
a)	Name (e) of the relal ed party & nature of relationship	As per Annexture 1
b)	Nature of contracts/ arrangements/ transaction	As per Annexure 2
e)	Duration of the contracls/ arrangements/ transaction	ANNUAL CONTRACT
d)	Salient terms of the cortracts or arrangements of transaction including the value if any	Job Work Contracts:. - Payment on completion of Job, Actual drawing and specification shall be provided on each job allotted. The price shall be on arm''s length basis based on then existing terms in the markat. Annual contract lor casting is drawn and then divided into production schedule and specification based on each month. Casting/ Machining Job based on specifications from the Customer,
e)	Date of approved by the Board	NA
f)	Amount paid as advances, If any	NIL

Annexure-1

(A)	Key Management Personnel & Director
	Name Of the Director	Designation
	Kishan Lal Gupta	Whole Time Director
	Vimal Chand Jain	Managing Director
	Vinit Jain	Chief Financial Officer
	Ishu Jain	Company Secretary
	Babu Lal Gupta	Independent Director
	Murari Lal Gupta	Independent Director
	Raghu Nandan Gupta	Independent Director
	Aditi Jain	Independent Director
(B)	Relative of Key Management Person & Directors
	Name Of the Relative	Relationship
	Mani Jain	Wife Of Vimal Chand Jain
	Vikram Jain	Son of Vimal Chand Jain
	Urmila Gupta	Wife Of Kishan Lal Gupta
	Amit Gupta	Son Of Kishan Lal gupta
	Prakash Chand Jain	Brother Of Vimal Chand Jain
	Sonu Gupta	Daughter Of Kishan Lal Gupta
	Chhavi Gupta	Daughter-in-law Of Kishan Lal Gupta
	Preeti Jain	Wife Of Vint Jain
	Veenu Jain	Wife Of Vikram Jain
	Payal Gupta	Daughter-in-law Of Kishan Lal Gupta
(C)	Enterprises having Common Key management personnel and/or their relatives
	Precision Autocastings Pvt. Ltd.
	KVG High Tech Auto Comp. Pvt. Ltd.
	A.V. Casters Pvt. Ltd.
	Unicast
	Jain Autocasting Pvt Ltd
(D)	ASSOCIATE ENTERPRISE: Indian Metal Foundry Institute Pvt Ltd

Annexure-2

Name of Enterprises	Job Work Receipt	Sale Of Goods / Fixed Assets	Job Work Expenses/ Machining Exp,	Amount Payable as at 31st March 2018
Precision Autocastings Pvt. Ltd.	18,394,450	100,000	31,103,238	20,839,705.99
KVG High Tech Autocomponents Pvt. Ltd.	0.00	0.00	56,636,906.80	6,748,010.44
A.V. Casters Pvt. Ltd.	0.00	665,190	390,514.55	529,080.83
Uncast	0,00	0,00	8,554.260	14,769.581,55
Jain Autocasting Pvt Ltd	0.00	0.00	0.00	9,999,970.21

For & on behalf of the Board Sd/-KishanLal Gupta Chairman DIN: 00295685 Jaipur, 27/08/2018

---

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