Jun 30, 2015
Dear Members,
The Directors of your Company have pleasure in presenting the 23rd
Annual Report together with the Financial Statements for the financial
year ended 30th June, 2015*.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Sl Particulars 2014-15 2013-14
No (As on 30th (As on 31st
June,2015) March,2014)
15 months 12months
1 Sales and other income 15.01 19.05
2 Profit/Loss before Interest,
Depreciation and Tax 9.35 5.99
3 Finance Charges 0.63 0.31
4 Depreciation 0.12 1.45
5 Profit/(Loss) before Tax -8.60 5.23
6 Provision for Taxation 0.00 1.00
7 Net Profit/(Loss) after tax
for the current year -8.60 4.23
8 Capital Reserve 297.63 297.63
9 Securities Premium Reserve 333.37 333.37
10 Closing Balance (Profit & Loss (2403.24) (2394.64)
Account)
11 Balance of Profi)/(Loss) carried
forward to next year (1772.24) (1763.64)
*the Board of Directors of the Company vide their resolution dated
March 31, 2015, have accorded their consent for the extension of
Financial Year 2014-15 ending March 31, 2015 by 3 months i.e. up to
June 30, 2015 in terms of second proviso to Section 2(41) of the
Companies Act, 2013.
2. DIVIDEND
In order to conserve the resources of the Company, your Directors do
not recommend any dividend for the year 2014-15.
3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING/OPERATIONS DURING THE
YEAR
The other income of the Company was Rs. 15.01 Lacs as against Rs. 19.05
Lacs in the previous year. The loss for the year ended 30th June, 2015
was Rs. 8.60 Lacs as against profit of Rs. 4.23 Lacs in the previous
year.
4. CHANGE IN THE NATURE OF BUSINESS , IF ANY
No changes occur during the year in the nature of business.
5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED DURING THE YEAR.
No material changes and commitments have occurred after the close of
the year till the date of this report which affect the financial
position of the company
6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators
or courts or tribunals impacting going concern status and company's
operations in future
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
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
were observed.
8. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
The details as required under this section are as follows:
Holding Company : HCL Corporation Private Limited
Other Group Company :
HCL Info systems Limited and its subsidiaries
HCL Technologies Limited and its subsidiaries
Subsidiary Company : NIL
9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES.
ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED
FINANCIAL STATEMENTS
During the year under review , consolidated statements are not required
10. DEPOSITS
As on 30th June, 2015, neither the company has accepted any fixed
deposit nor there is any unclaimed deposit.
11. STATUTORY AUDITORS
The Auditors of the Company, M/s. S.D. Chopra & Associates, Chartered
Accountants, retire at the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment as Statutory Auditors for
the financial year 2015-16.
Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules
prescribed there under the Company has receives certificate dated April
2, 2014 from the Auditor to the effect, inter-alia that their
reappointment, if made, would be within the limits laid down by the
Act, shall be as per the term provided under the Act, that they are not
disqualified for such re - appointment under the provisions of
applicable laws and also there is no proceeding against them with
respect to professional matter of conduct.
Your Directors recommend their reappointment
12. AUDITORS' REPORT
The notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments from the
Directors. The Auditors report doesn't contain any qualification ,
reservation or adverse remarks.
13. SHARE CAPITAL : There was no change in the share capital of the
Company during the year.
a. Issue of equity Shares with differential rights - NIL
b. Issue of sweat equity shares - NIL
c. Issue of employee stock option - NIL
d. Provisions of moneys by company for purchase of its own shares -
NIL
14. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as annexure
"B" in Form MGT-9
15. CORPORATE SOCIAL RESPONSIBILITY
In view of the criteria of net worth /turnover and net profit of the
Company as envisaged under Section 135 of the Companies Act, 2013 , the
constitution of CSR Committee is not applicable in case of the Company
16. DIRECTORS
a. Retirement by rotation
Pursuant to Section 149, 152 and other applicable provisions if any of
the Companies Act, 2013, one third of such of the Directors as are
liable to retire by rotation , shall retire every year at the , and if
eligible ,offer themselves for re - appointment at every Annual General
Meeting . Consequently Ms.Rita Gupta, Director will retire by rotation
at the ensuing Annual General Meeting and being eligible offers herself
for re- appointment in accordance with the provisions of Companies Act,
2013..
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed under sub section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchanges.
Your Directors' recommend their appointment /reappointment at the
ensuing Annual General meeting.
b. Changes in Directors and Key Managerial Personnel
Mr.Kul Bhushan Rattan, Managing Director expired on 10th September,
2015 causing casual vacancy. The Board place on record their
appreciation of the invaluable contribution and guidance provided by
him.
Mr. Bhupinder Gupta and Mr. Vikas Gupta were inducted in the Board. The
brief resume of the Directors being appointed / reappointed, the nature
of their expertise in specific functional areas, names of Companies in
which they have held directorships, committee memberships /
Chairmanships, their shareholdings etc., are furnished in the
explanatory statement to the notice of the ensuing Annual General
Meeting.
Mr. Bhupinder Gupta is designated as Managing Director by the Board &
Mr. Vikas Agarwal is proposed to be appointed as Independent Director.
c. Declaration by an Independent Director(s) and re-appointment -
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed under sub section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchanges.
d. Formal Annual Evaluation
Pursuant to provision of the Companies Act, 2013 and Clause 49 of the
Listing Agreement , the Board has carried out an evaluation of its own
performance , the Directors individually and the evaluation of the
working of its Audit , Nomination & Remuneration Committees. The manner
in which the evaluation has been carried out has been given in
Corporate Governance Report.
17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
There were 8 Board Meetings during the year ( 1st April, 2014 to 30th
June, 2015) i.e. 30th May, 2014,13th August, 2014, 19th August, 2014,
14th November, 2014, 6th January, 2015, 12th February, 2015, 31st
March, 2015 and 14th May, 2015. The details of the Board meetings are
stated in the Corporate Governance report.
18. AUDIT COMMITTEES
The details pertaining to Audit Committee are included in the Corporate
Governance Report which forms part of this report.
19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS &
EMPLOYEES
In terms of Section 177 of the Companies Act, 2013 and listing
Agreement, the Company has formulated the Whistle Blower Policy / Vigil
Mechanism under Audit Committee.
The Audit Committee consists of the following members
a. Mr.Vikas Agarwal - Chairman
b. Mr.Bhupinder Gupta - Member
c. Mr.Sushil Kumar Jain - Member
d. Ms. Rita Gupta - Member
The above composition of the Audit Committee consists of independent
Directors viz., Mr. Vikas Agarwal and Mr Sushil Kumar Jain who forms
half of the total members with independent director as chairman.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company
The policy on vigil mechanism may be, accessed on the Company's website
www.uniofficeautomaion.com
During the year under review no complaint was received from any Whistle
Blower.
20. NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors & KMPs and
their remuneration. The Nomination & Remuneration Policy is annexed as
Annexure "A".
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
There are no loans, guarantees or investments applicable to company
under Section 186 of the Companies Act, 2013.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All contracts / transactions entered by the Company during the
financial year with related party were in the ordinary course of
business and on an arm's length basis. During the year the Company had
not entered into any contracts /arrangements/transactions with related
parties which could be considered as material in accordance with the
policy of the Company on materiality of related party transactions.
The policy on related party transactions approved by the Board may be
accessed on the Company's website www.uniofficeautomaion.com
23. MANAGERIAL REMUNERATION
During the year under review , No managerial remuneration was paid
24. SECRETARIAL AUDIT REPORT
The Board has appointed M/s Siddiqui & Associates, Practising Company
Secretary to conduct Secretarial Audit for the year 2014-15. The
Secretarial Audi for the financial year 2014-15 ended on June 30, 2015
is annexed herewith as annexure "C". The Secretarial Audit report does
not contain any qualification, reservation or adverse remark.
25. CORPORATE GOVERNANCE CERTFICATE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI.A separate report on "Corporate Governance" is annexed hereto
as part of Annual Report.
A separate report on "Corporate Governance " is annexed as Annexure "D"
hereto as part of Annual Report.
The requisite certificate from the Auditors' of the Company confirming
compliance with the conditions of corporate governance as stipulated
under Clause 49, is attached as "Annexure 1" to the Report on corporate
governance and form part of Annual report.
26. RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Clause 49 of
the Listing Agreement , the Company has laid down Risk Management
Policy to inform Board Members about the risk assessment and
minimization procedures which is also given in Corporate Governance
Report.
27. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO CLAUSE (C) OF
SUB-SECTION 3 & 5 OF SECTION 134 OF THE COMPANIES ACT, 2013
Your Directors' state thatÂ
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 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;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively
and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively
28. PARTICULARS OF EMPLOYEES
During the year, there were no employees covered under Section 197 of
the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel ) Rules, 2014.
29. ADDITIONAL INFORMATION RELATING TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
During the year under review considering the nature of activities
undertaken by your Company, there are no particulars to be furnished in
respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo.
30. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
31. ACKNOWLEDGEMENT
Your Directors wish to thank the Government authorities, bankers and
shareholders for their co-operation and assistance extended to the
Company.
On behalf of the Board of Directors
Bhupinder Gupta Sushil Kumar Jain
(MANAGING DIRECTOR) (DIRECTOR)
(DIN - 00815271) (DIN - 00022573)
23rd October, 2015
Noida
Mar 31, 2014
Dear Members,
The Directors of your Company herewith present the Twenty Second Annual
Report together with the Financial Statements for the financial year
ended 31st March, 2014.
FINANCIAL RESULTS
(Rs. in lacs)
2013-14 2012-13
1. Sales and other income 19.05 42.55
2. Profit/Loss before Interest,
Depreciation and Tax 6.68 20.86
3. Finance Charges 0.00 0.00
4. Depreciation 1.45 2.10
5. Profit/(Loss) before Tax 5.23 18.76
6. Provision for Taxation 1.00 3.57
7. Net Profit/(Loss) after tax
for the current year 4.23 15.19
8. Capital Reserve 297.63 297.63
9. Securities Premium Reserve 333.37 333.37
10. Closing Balance (Profit & Loss
Account) (2394.64) (2398.87)
11. Balance of Profit (Loss)
carried forward to next year (1763.64) (1767.87)
PERFORMANCE
The other income of the Company was Rs. 19.05 Lacs as against Rs. 42.55
Lacs in the previous year. The profit for the year ended 31st March,
2013 was Rs. 4.23 Lacs as against profit of Rs. 15.19 Lacs in the
previous year.
DIVIDEND
In order to conserve the resources of the Company, your Directors do
not recommend any dividend for the year 2013-14.
FIXED DEPOSITS
As on 31st March, 2014, there was no unclaimed deposit.
DIRECTORS
Pursuant to Section 149, 152 and other applicable provisions if any of
the Companies Act, 2013, one third of such of the Directors as are
liable to retire by rotation , shall retire every year at the , and if
eligible ,offer themselves for re - appointment at every Annual General
Meeting . Consequently Mr.Kul Bhushan Rattan, Director will retire by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment in accordance with the provisions of
Companies Act, 2013.
Pursuant to provisions of Section 149 (1) of the Companies Act, 2013
and amended Clause 49 of the Listing Agreement, the Company should have
at least one woman director. Keeping in view the above legal
requirements, the Board of Directors have proposed the appointment of
Ms.Rita Gupta as an Non-Executive/Non independent Director of the
Company.
Ms Rita Gupta was appointed as an Additional Director designated as an
Non-Executive/Non independent Director w.e.f 13th August, 2014 pursuant
ot Section 161(1) of the Companies Act, 2013 and Article of Association
of the Company and she shall hold office upto the date of ensuing
Annual General Meeting. The Company has received requisite notice in
writing from a member proposing appointment of Ms. Rita Gupta as
Non-Executive/Non independent Director.
Mr.Sushil Kumar Jain & Mr.P.S.Ravishankar are also proposed to be
appointed as Independent Directors pursuant to Section 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement to hold
Office for 5 (Five ) consecutive years from the conclusion of ensuing
AGM. The Office of Independent Director is not liable to retire by
rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed under sub section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchanges.
The brief resume of the Directors being appointed / reappointed, the
nature of their expertise in specific functional areas, names of
Companies in which they have held directorships, committee memberships
/ Chairmanships, their shareholdings etc., are furnished in the
explanatory statement to the notice of the ensuing Annual General
Meeting & Corporate Governance Report.
Your Directors' recommend their appointment / reappointment at the
ensuing Annual General meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 217(2 A A) of the Companies Act,
1956, with respect to Directors' Responsibility Statement, it is hereby
confirm that:
i) in the preparation of the annual accounts for the year ended March
31, 2014, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956 have been followed
and there are no material departures from the same;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2014 and of the profit of the Company
for the year ended on that date;
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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) the Directors have prepared the annual accounts of the Company on a
'going concern' basis.
AUDITORS AND AUDITORS' REPORT
The Auditors of the Company, M/ s. S.D. Chopra & Associates, Chartered
Accountants, retire at the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment as Statutory Auditors for
the financial year 2014-15.
Your Directors recommend their reappointment. A certificate from the
auditors has been received to the effect that their re-appointment, if
made, would be within the prescribed limits under Section 143(3) (g) of
the Companies Act, 2013 and that they are not disqualified for
re-appointment.
Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules
prescribed there under the Company has receives certificate dated April
2, 2014 from the Auditor to the effect, inter-alia that their
reappointment, if made, would be within the limits laid down by the
Act, shall be as per the term provided under the Act, that they are not
disqualified for such re - appointment under the provisions of
applicable laws and also there is no proceeding against them with
respect to professional matter of conduct.
The notes on Financial Statements referred to in the Auditors' Report
is self explanatory and do not call for any further comments.
Your Directors recommend their reappointment
PARTICULARS OF EMPLOYEES
During the year, there were no employees covered under Section 217(2 A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
ADDITIONAL INFORMATION RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
During the year under review considering the nature of activities
undertaken by your Company, there are no particulars to be furnished in
respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI.
A separate report on "Corporate Governance" is annexed hereto as part
of Annual Report.
The requisite certificate from the Auditors' of the Company confirming
compliance with the conditions of corporate governance on corporate
governance as stipulated under Clause 49, is attached to the Report on
corporate governance.
ACKNOWLEDGEMENT
Your Directors wish to thank the Government authorities, bankers and
shareholders for their co- operation and assistance extended to the
Company.
On behalf of the Board of Director
13th August, Kul Bhushan Rattan Sushil Kumar Jain
2014 Managing Director Director
Noida (DIN-02354602) (DIN-00022573)
Mar 31, 2010
The Directors of your Company herewith present the Eighteenth Annual
Report together with the Audited Accounts for the financial year ended
31st March, 2010.
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
2009-10 2008-09
Sales and other income 37.89 54.36
Profit/Loss before Interest,
Depreciation and Tax 13.67 10.00
Finance Charges 0.00 0.00
Depreciation 8.77 10.04
Profit/(Loss) before Tax 4.99 (0.04)
Provision for Taxation 0.77 0.00
Net Profit/(Loss) after tax 4.22 (0.04)
Balance of Profit/(Loss)
carried
forward to next year (2452.76) (2456.98)
PERFORMANCE
The other income of the Company was Rs 37.89 Lacs as against Rs. 54.36
Lacs in the previous year. The profit for the year ended 31st March,
2010 was Rs 4.22 Lacs as against loss of Rs. 0.04 Lacs in the previous
year.
FIXED DEPOSITS
As on 31st March, 2010, there was no unclaimed deposit.
DIRECTORS
In accordance with the Articles of Association of the company, Mr.
Sushil Kumar Jain, a Director retires by rotation and being eligible
offers himself for re- appointment.
INFORMATION ON CHANGE OF HOLDING COMPANY
HCL Peripherals Limited, the Holding Company is merged with HCL
Corporation Limited vide court order dated 19th February, 2010. In
terms of the court order all investment held in name of HCL Peripherals
Limited stands vested in HCL Corporation Limited, accordingly now HCL
Corporation Limited is our holding company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) appropriate accounting policies have been selected and applied
consistently and that the judgements and estimates made 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 profit of the
Company for the said period;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
iv) the annual accounts have been prepared on a going concern basis.
AUDITORS AND AUDITORS REPORT
The Auditors of the Company, M/s. S.D. Chopra & Associates, Chartered
Accountants, retire at the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment.
Auditors Report is self explanatory.
PERSONNEL
During the year, there were no employees covered under Section 217(2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
ADDITIONAL INFORMATION RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
During the year under review considering the nature of activities
undertaken by your Company, there are no particulars to be furnished in
respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo.
CORPORATE GOVERNANCE
A separate report on "Corporate Governance" is annexed hereto as part
of Annual Report.
ACKNOWLEDGEMENT
The Directors wish to thank the Government authorities, financial
institutions, bankers and shareholders for their co-operation and
assistance extended to the Company.
On behalf of the Board of Directors
28th May, 2010 Kul Bhushan Rattan P.S.Ravishankar
New Delhi DIRECTOR DIRECTOR