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Uni Abex Alloy Products Ltd.

BSE: 504605 Sector: Engineering
NSE: N.A. ISIN Code: INE361D01012
BSE 00:00 | 20 Apr 587.70 -12.35






NSE 05:30 | 01 Jan Uni Abex Alloy Products Ltd
OPEN 600.00
52-Week high 664.90
52-Week low 270.00
Mkt Cap.(Rs cr) 116
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 600.00
CLOSE 600.05
52-Week high 664.90
52-Week low 270.00
Mkt Cap.(Rs cr) 116
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Uni Abex Alloy Products Ltd. (UNIABEXALLOY) - Director Report

Company director report


The Members

The Directors have pleasure in presenting herewith their Forty Fourth Annual Reporttogether with the Audited Accounts of the company for the year ended March 312017.



(Figures in Rs Lakhs)

Particulars 2016-17 2015-16
Gross Sales 6616.44 6878.04
Less: Excise Duty & Sales Tax 701.29 668.74
Net Sales 5915.15 6209.30
Add: Other income 163.46 219.75
Total income 6078.61 6429.05
Profit / (Loss) before Depreciation (446.86) 323.97
Less: Depreciation 590.09 696.68
Profit / (Loss) before Tax (1036.95) (372.71)
Less : Exceptional items - 51.21
Less: income Tax for Current Year - 1.65
Less: income Tax adjustment for previous years (15.78) 0.20
Less: Deferred Tax adjustment (167.02) (113.81)
Profit / (Loss) After Tax (854.15) (311.96)
Balance brought forward 3088.89 3448.39
Profit Available for Appropriation 2234.74 3136.42
Proposed Dividend on Equity Shares Nil 39.50
Dividend Tax on the above Nil 8.04
Transferred to General Reserve Nil Nil
Surplus Carried to Balance Sheet 2234.74 3088.89


The Board of Directors of the Company have not recommended any dividend on equityshares of the Company for the Financial Year 2016-17.


The recessionary trends globally as well as in the domestic markets in the capitalgoods sector has not improved as compared to the last year. UK's proposed exit from theEuro zone has further created an uncertainty in the market with many clients holding backinvestment decisions. While poor capacity utilization is one of the reasons for the poorperformance the main reason is the slow down of the decanter markets both internationallyand domestically. We are hopeful that the new products and market segments which have beendeveloped would support additional revenue growth both in the domestic as well as overseasmarkets going forward despite no letup in the near future in the grim economic scenario.

The PBiDT for the year under review is '(0.78) Crs as against Rs 7.39 Crs of theprevious year.


The significant ratios of the Company such as Ratio of Inventory to Sales of 24.75%Receivable to Sales of 24.41% and Net Working Capital to Sales of (-12.36)% compared tothe previous year were 30.55% 25.85% and 5.71% respectively which showed considerableimprovements indicating prudent working capital control.


The Company has an adequate system of internal controls in all business sphere of itsactivities which are commensurate with the size and the nature of its business. YourCompany has in place adequate protection of the Company's resources provision of accurateand speedy financial statements and reports and compliance with the company policies andprocedures and other statutory and legal obligations. Your company's internal Financialcontrols on its entire processes which have been vetted by the internal Auditors. Theinternal control is supplemented by effective and independent internal audit. TheManagement regularly reviews the findings of the Internal Auditors and effective steps toimplement any suggestions/observations of the internal Auditors are taken and monitoredregularly. In addition the Audit Committee of the Board regularly addresses significantissues raised by the Internal and the Statutory Auditors.


The Company during the year was successful in developing some new customers andproducts in Europe and the Company expects to expand its product portfolio both in thedomestic market and exports for the future growth. The Company is looking forward for animprovement in the domestic demand due to several infrastructure projects being undertakenby the Government. This will revive the industrial growth in the capital goods sector andbenefit us. The Company plans to target new product addition new customer acquisitionsand extended geographical reach.


The Company has set high benchmarks on quality and on time delivery providing an edgeto the Company in the competitive business scenario. The Company's operations arecertified for ISO 9001:2008. All its overseas customers have validated Quality ManagementSystem of Dharwad factory. Your Company has been awarded 1 Star Export House status by theGovernment of india - Ministry of Commerce and industry - Director General of ForeignTrade for a period of 5 years.


As part of its commitment to provide a high quality of life for all its stake holdersthe Company ensures high level of safety health and environment for all its stake holders- employees customers vendors business associates and neighbourhood. The Company plansto get its plant at Dharwad certified for ISO 14001 and OHSAS 18001 in this financialyear.


Skill development and training both behavioral and domain based are ongoing exercisesthrough focused HR processes. The relations between the employees and the managementcontinue to remain cordial.


As on 31st March 2017 the total numbers of permanent employees on thepayrolls of the Company at all the locations were 93.

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are as under:

1. Name of the employee K. K. Tamhaney
2. Designation of the employee Chief Executive Officer
3. Remuneration received 6550928
4. Nature of employment Full time
5. Qualifications and Experience of the Employee BTech (Metallurgical engineering)
6. Date of commencement of employment 10.09.2009
7. the age of employee 55
8. the last employment held by such employee before joining the company GM - Operations - Mahindra Hinoday industries Limited
9. The percentage of equity shares held by the employee in the company NiL
10. whether any such employee is a relative of any Director or Manager of the company NiL


The ratio of the remuneration of each Director to the median remuneration of theemployees

Sr. No. Name of Director/ KMP and Designation Remuneration of Director/ KMP for financial year 2016-17. Previous year's Remuneration includes sitting Fees % increase/ decrease in Remuneration in the Financial year 2016-17 Ratio of Remuneration of each Director to median remuneration of employees comparison of the remuneration of the KMP against the performance of the company
1 F. D. Neterwala - chairman 260000 215000 20.93% 0.54 -
2 R. B. Mehta - Director 170000 85000 100.00% 0.35 -
3 A. F. Neterwala - Director 150000 135000 11.11% 0.31 -
4 P. F. Neterwala - Director 100000 75000 33.33% 0.21 -
5 M. K. Fondekar - Director 150000 125000 20.00% 0.31 -
6 K. M. Elavia # - Director 120000 80000 33.33% 0.25 -
7 H. R. Prasad - Director 260000 215000 20.93% 0.54 -
8 F. K. Banatwalla - Director 260000 215000 20.93% 0.54 -
9 P. Subrahmanyam $ - Director 75000 190000 -60.53% 0.15 -
10 M. P. Bharucha - Director 100000 60000 66.67% 0.21 -
11 Jimmy Parakh A - Director 50000 NiL 100% 0.10

# Mr. K. M. Elavia resigned as a Director of the Company wef 25.04.2017 $ Mr. p.subrahmanyam resigned as a Director of the company wef 27.12.2016

A Mr. Jimmy Parakh appointed as Additional Director wef 10.02.2017 and holdsoffice till the ensuing Annual General Meeting.

The sitting fees for attending the Board Meeting of Rs 25000/- is increased to Rs50000/- wef 10.02.2017.

For attending Audit committee Rs 20000/- is increased to Rs 50000/- wef 10.02.2017.

For attending all the Committee Meetings is Rs 10000/- (except StakeholdersRelationship Committee - NIL).


The percentage increase in remuneration of:
• Chief Executive Officer 37%
• Chief Financial Officer 11%
• Company Secretary 11%
• Median remuneration of employees Rs 4.85 Lakhs
Number of permanent employees on the rolls of Company 93
explanation on the relationship between average increase in remuneration and Company performance The average increase in median remuneration was in line with the increase of salary in the industry.
Comparison of the remuneration of the Key Managerial personnel against the performance of the Company Sales and Operating Income for the year ended March 31 2017 is Rs 60.79 Crs and PBIDT is '(78) Lakhs. Details of % increase of KMP has been stated above. Increase in the remuneration of KMP is in line with prevailing scales for similar positions in the industry and commensurate with the operating income and performance of the Company under severe constraints.
Variations in the market capitalization of the Company price earnings ratio as at the closing date of the current financial year and previous financial year The market capitalization as on March 312017 was Rs 58.26 Crore (Rs. 65.19 crore as on March 312016) price earnings ratio of the Company as at March 312017 and as at March 31 2016 - Not applicable - as there is no profits in the current year.
Percentage increase/decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer The Company has not made any public issue or rights issue of securities in the recent past so comparison have not been made of current share price with public offer price. The Company's shares are listed on the BSE Limited.
Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2016-17. 10.71 %
Average percentage increase in the managerial remuneration compared to average percentage increase in average salary of other employees. Not Applicable as there is No Executive Director.
Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration Not Applicable as there is No Executive Director.
The key parameters for any variable component of remuneration availed by the Directors There are no variable component of remuneration availed by the Directors.
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 Not applicable
Affirmation that the remuneration is as per the remuneration policy of the Company It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors Key Managerial personnel and other employees.


(i) in terms of the provisions of Sections 149 150 152 and other applicableprovisions of the Companies Act 2013 and the Rules made thereunder Mr. K. M. Elavia Mr.H. R. prasad Mr. M. R Bharucha Mr. R subrahmanyam and Mr. F K. Banatwalla (independentDirectors) have been appointed at the 41st Annual General Meeting of theCompany held on 20th August 2014 to hold office as Independent Directors ofthe Company for a period of 5 years i.e. upto 31st March 2019.

(ii) Mr. R Subrahmanyam (DIN: 01069045) citing health issues and Mr. K. M. Elavia (DIN:00003940) on limitation of number of Directorship in Public Companies resigned asDirectors of the Company with effect from 27th December 2016 and 25thApril 2017 respectively. The Directors place on record their appreciation of the servicesrendered by them during their tenure of Directorship over a decade.

(iii) Pursuant to the provisions of Section 152 (6) of the Companies Act 2013 and theRules made thereunder Mr. R. B. Mehta (DIN: 00057570) and Mrs. R F. Neterwala (DIN:01083117) retires by rotation at the ensuing Annual General Meeting.

(iv) Mr. Jimmy Parakh (DIN 00004945) was appointed as an Additional Director of theCompany with effect from 10th February 2017. In terms of Section 161(1) ofthe Companies Act 2013 Mr. Parakh holds office as Additional Director upto the date ofthis Annual General Meeting. The Company has received Notice from a Member proposingcandidature of Mr. Jimmy Parakh for appointment as an independent Director at the ensuingAnnual General Meeting. The Board recommends for approval by the Shareholders theappointment of Mr. Jimmy Parakh as an independent Director for a term of 5 years.


In terms of the Provision of the Companies Act 2013 as applicable to Listed Companiesthe following Committees of the Board have been duly constituted

i. Audit Committee:

The Audit Committee Members as at March 312017 comprised of:

Name of Director Category
Mr. F K. Banatwalla Chairman & independent Director
Mr. F D. Neterwala Promoter - Non Executive Director
Mr. H. R. Prasad independent Director
Mr. P. Subrahmanyam $ independent Director
Mr. Jimmy Parakh A independent Director

$ Mr. P. Subrahmanyam resigned as a Director of the Company wef 27.12.2016 AMr. Jimmy Parakh appointed as a Member of the Committee wef 10.02.2017.

The information generally provided to the Committee for its consideration and approvalsinclude:

- Quarterly half yearly and annual financial results of the Company and performancereport on its business segments;

- annual budget and performance targets;

- appointment of statutory cost and internal auditors;

- appointment of key managerial personnel;

- review of foreign exchange exposures and exchange rate movement if material;

- contracts in which Director(s) are interested or deemed to be interested;

- Defaults in payment of statutory dues if any;

- compliance of various laws and accounting standards;

- Any remarks/ observances/ findings made by the Statutory and Internal Auditors of theCompany;

- Making of loans and investment of surplus funds;

- whistle blower policy /vigil mechanism

During the Financial Year 2016-17 4 Meetings of the Audit Committee were held.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as at March 312017 comprised of:

Name of Director Category
Mr. K. M. Elavia # chairman & Independent Director
Mr. R. B. Mehta Promoter - Non Executive Director
Mr. R. Subrahmanyam $ Independent Director
Mr. F. K. Banatwalla a Independent Director

The committee frames the remuneration policy and recommends remuneration / revision /merit increment and related matters of the Executive Director Chief Executive OfficerChief Financial Officer Company Secretary and senior Executives.

During the year 2016-2017 2 Meetings of the Nomination and remuneration committee wereheld.

# Mr. K. M. Elavia resigned as a Director of the company wef 25.04.2017 $ Mr. Rsubrahmanyam resigned as a Director of the company wef 27.12.2016 A Mr. F. K.Banatwalla appointed as a Member of the committee wef 10.02.2017 Mr. H. R. Rrasad has beenappointed as the chairman of the committee wef 29.05.2017.

III. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship committee as at March 312017 is asunder:

Name of the Director Category
Mr. F. D. Neterwala chairman - Non-Executive Director
Mr. R. B. Mehta Non-Executive Director
Mr. A. F. Neterwala Non-Executive Director

The committee meets as often as necessary. In accordance with the authority granted bythe Board the committee deals with the following matters concerning shareholders:

- Transfer/Transmission/Deletion/Name change of physical shares

- Split/Sub-division consolidation and duplicate share certificates of physical sharesas approved by the Board. Re-materialisation of Shares.

IV. Corporate Social Responsibility Committee (CSR):

Pursuant to the provisions of the Section 135 of the companies Act 2013 and the rulesmade thereunder regarding corporate social Responsibility became applicable to thecompany.

The composition of the cSR committee as at March 312017 is as under:

Name of the Director Category
Mr. F. D. Neterwala chairman - Non-Executive Director
Mr. H. R. Rrasad Independent Director
Mr. A. F. Neterwala Non-Executive Director

The Committee frames the CSR Policy of the Company; identifies the projects which theCompany can undertake towards the cSR initiatives and recommends the same to the Board ofDirectors for their approval.

Mr. M. S. Ashar company Secretary functions as the Secretary to all the abovecommittees.


During the period from 1st april 2016 to 31st March 2017 FiveMeetings of the Board were held as under:

- 30th May 2016

- 10th august 2016

- 23rd august 2016

- 11th November 2016

- 10th February 2017


The formal evaluation procedure for evaluation by the Board of its own performance andthat of its Committee and individual Directors was done. the meeting of the independentDirectors of the company was held on 12th April 2017.


Pursuant to section 134 (3) (c) and 134 (5) of the companies act 2013 the Directorsbased on the representations received from the Operating Management confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

(b) in consultation with the statutory auditors appropriate accounting policies havebeen selected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 312017 and of the Profit / (Loss) for year ended on that date;

(c) To the best of their knowledge and ability proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the applicableprovisions of the Companies Act 2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities if any;

(d) the annual accounts have been prepared on a going concern basis.

(e) The Directors have laid down internal financial controls in respect of policies andprocedures adopted by the Company for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safe guarding of its assetsthe accuracy and completeness of the accounting records and timely preparation of reliablefinancial information and such internal controls are adequate and are operatingeffectively.

(f) the Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.


Pursuant to the provision of section 134 (3) (a) of the companies act 2013 an abstractof the annual Return for 2016-17 in the prescribed formation is attached (annexure 1) andforms an integral part of the report.


Pursuant to section 149 (7) of the companies act 2013 each of the independent Directorof the company has given a declaration at the Board Meeting of the company held on 29thMay 2017 (being the first Board Meeting of the financial year 2017/18) to the effect thathe meets the criteria of Independence as provided in Section 149 (b) of the companies act2013.


The Nomination and remuneration committee of the Board is evolving a policy onappointment and remuneration and other matters as provided in section 178 (3) of thecompanies act 2013. any further appointment of executive Directors and his remunerationor appointment of an independent Director would be based on the policy that is beingevolved.


The Company has not provided any loans or given any guarantee / security to any person.

Details of Working Capital facilities and Term Loan obtained by the Company areprovided in the Notes no. 5 and 8 in the Notes to financial statement. Details ofinvestment made by the Company are provided in Note no 12 in the Notes to Financialstatements under investment schedule. these investments are made by the company inordinary course of business out of the surplus funds presently available with thecompany with a view to get an effective return.


Your company has formulated a policy on related party transactions. this policy dealswith the review and approval of related party transactions. the Board of Directors of thecompany has approved the criteria for making the omnibus approval by the Audit committeewithin the overall framework of the policy on related party transactions. prior omnibusapproval is obtained for related party transactions which are of repetitive nature andentered in the ordinary course of business and at arm's length. an related partytransactions are placed before the audit committee for review and approval.

All related party transactions entered during the Financial Year were in ordinarycourse of the business and on arm's length basis. No material related party transactionswere entered during the Financial Year by your company. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOc 2 is not applicable to your company.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the company at large.

Members may refer to note no. 37 to the financial statement which sets out relatedparty disclosures pursuant to AS-18.


The particulars required to be disclosed pursuant to Section 134 (3) of the CompaniesAct 2013 read with rule 8 of the companies (Accounts) Rule 2014 are given in Annexure 2and is an integral part of this Report.


The Board of Directors has identified and mitigated risks that may arise. However theexecutive Management has an adequately defined framework for risk management. The Companylike all business in the country is exposed to business and economic risk arising out ofmarket conditions and vagaries of monsoon.


The company has formed a committee of the Board of Directors which have been entrustedwith the powers to identify the cSR activities. The committee has shortlisted certainprojects. Pursuant to the provisions of the Section 135 of the companies Act 2013 and therules made thereunder regarding cSR expenditure due to the loss in the current financialyear the Company has not incurred any expenditure towards the CSR activity.


As per circular No. ciR/cFD/POLicY/cELL/7/2014 dated 15th September 2014the compliance with the provisions of Clause 49 and Regulation 27 of SEBI (ListingObligation & Disclosure Requirements) Regulation 2015 is not mandatory for thecompany. Nevertheless the company has been complying the provision on Voluntary basis.

The Company has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance as prescribed under the SEBI (Listing Obligation & DisclosureRequirements) Regulation 2015 of the BSE Limited with which the company is listed arecomplied with. A separate report on corporate Governance is attached as a part of theAnnual Report along with the Auditors' statement on its compliance.


The Board of Directors of the company has established a robust vigil mechanism processand to govern the same well defined whistle blower policy has been adopted by the Company.


The Company has in place an Anti Sexual Harassment Policy since 2009 as per the SupremeCourt Guidelines which is in line with the requirements of The Sexual Harassment of Womenat the Workplace (Prevention Prohibition & Redressal) act 2013. internal complaintscommittee (icc) has been set up to redress complaints received regarding sexualharassment. ah employees (permanent contractual temporary trainees) are covered underthis policy. the following is a summary of sexual harassment complaints received anddisposed off during the year 2016-17

- No of complaints received: NIL

- No of complaints disposed off: N.A.


As per section 139 of the companies Act 2013 read with the companies (Audit andAuditors) rules 2014 the term of M/s. Ford rhodes parks & co. LLp charteredAccountants Mumbai as the statutory Auditors of the company expires at the conclusion ofthe ensuing Annual General Meeting of the company.

The Board of Directors of the company at their meeting held on 29th May2017 on the recommendation of the Audit committee have made its recommendation forappointment of Messrs. walker chandiok and company LLp (Firm Registration No.001076N/N500013) as Statutory Auditors of the Company to hold office for a period of 5(Five) consecutive financial years from the conclusion of the Forty Fourth Annual GeneralMeeting of the Company until the conclusion of the Forty Ninth Annual General Meeting ofthe Company (subject to ratification of the appointment at every Annual General Meetingif required by law) pursuant to Section 139 of the Companies Act 2013 forms part of theNotice of the 44th Annual General Meeting of the company. the company hasreceived their written consent and a certificate that they satisfy the criteria providedunder Section 141 of the Act and that the appointment if made shall be in accordancewith the applicable provisions of the Act and rules framed thereunder.

The Report given by M/s. Ford Rhodes Parks & Co. LLP Chartered Accountants on thefinancial statement of the Company for the year 2016-17 is part of the Annual Report.There has been no qualification reservation or adverse remark or disclaimer in theirreport.

During the year under review the Auditors had not reported any matter under section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

M/s. Ford rhodes parks & co. LLp chartered Accountants over many years havesuccessfully met the challenge that the size and scale of the company's operations posefor auditors and have maintained the highest level of governance ethical standards rigorand quality in their audit. The Board places on record its appreciation for the servicesrendered by M/s. Ford rhodes parks & co. LLp as the Statutory Auditors of thecompany.


M/s. R. G. N. price chartered Accountants Mumbai are the internal Auditors of thecompany for FY 2016-17. in a year they carried out 3 internal Audit runs which are iscommensurate with the size of the company and nature of its business.


Pursuant to the provisions of Section 204 of the companies Act 2013 and The companies(Appointment and remuneration of Managerial personnel) rules 2014 the company hasappointed M/s. Kaushik M. Jhaveri & co. a firm of Practicing Company Secretaries toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY2016 - 17 is annexed herewith as "Annexure IN" There are no reservations orqualifications made in the Audit report.


Your Director place on record their appreciation of the continue support andcooperation extended to the company by the central and State Government agencies and byour Shareholders customers Suppliers Bankers Employees at all levels and otherBusiness Associates.


Certain statements in the Director's report and Management & Discussion Analysissection may be forward looking and are stated as required by applicable laws andregulations. Many factors may affect the actual results which could be different fromwhat the Directors envisage in terms of future performance and outlook.

On Behalf of the Board of Directors
F. D. Neterwala
Mumbai: 29th May 2017. Chairman