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Directors Report of Universal Office Automation Ltd.

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 that—

(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

 
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