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Universal Autofoundry Ltd.

BSE: 539314 Sector: Engineering
NSE: N.A. ISIN Code: INE203T01012
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VOLUME 4000
52-Week high 80.00
52-Week low 33.50
P/E 15.31
Mkt Cap.(Rs cr) 46
Buy Price 55.00
Buy Qty 2000.00
Sell Price 60.00
Sell Qty 2000.00
OPEN 59.00
CLOSE 56.00
VOLUME 4000
52-Week high 80.00
52-Week low 33.50
P/E 15.31
Mkt Cap.(Rs cr) 46
Buy Price 55.00
Buy Qty 2000.00
Sell Price 60.00
Sell Qty 2000.00

Universal Autofoundry Ltd. (UNIVERSALAUTO) - Director Report

Company director report

UNIVERSAL AUTOFOUNDRY LIMITED

[FORMERLY KNOWN AS UNIVERSAL AUTOFOUNDRY PRIVATE LIMITED]

REGISTERED OFFICE:-B-307 ROAD NO. 16 VKI AREA JAIPUR RAJASTHAN.

To

The Members

UNIVERSAL AUTOFOUYNDRY LIMITED

B-307 ROAD NO. 16VKI AREA

JAIPUR-RAJASTHAN

Your Directors are pleased to present their Seventh Board’s Report together withthe 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 of10 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 inCompanies Act 2013 and Rules made thereunder are complied with.

DIVIDEND:

Directors of the Company do not recommend dividend to its shareholders this year asprofit 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. Thedetails of the Board Meetings and the attendance of the Directors are provided inCorporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013.

3. COMMITTEES OF THE BOARD

Details of all the Committees including Audit Committee of Board of Directors alongwith their terms of reference composition and meetings held during the year is providedin 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 Directorshereby confirm that:

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

ii) The Directors have selected such accounting policies and applied themconsistentlyand made judgments and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit and Loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 thecompany and such controls are adequate and are operating effectively.

vi) The Directors have devised proper system to ensure compliance with the provisionsof 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 hisReappointment for a term of 2 years.

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

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

As Mr.Aditi Jain was appointed as Independent director the board recommended herReappointment 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 thirdof the total strength of the board and have remained independent throughout the year ascontemplated in sub section (6) of section 149.

6. VIGIL MECHANISM:

The Company is having an established and effective mechanism called the VigilMechanism. The mechanism under the Whistle Blower Policy of the company has beenappropriately communicated within the organization. The purpose of this Policy is toprovide a framework to promote responsible whistle blowing by employees. It protectsemployees wishing to raise a concern about serious irregularities unethical behavioractual or suspected fraud within the Company.

7. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company conducts an introductory familiarisation programme when a newIndependent Director joins the Board of the Company. New IndependentDirectors are provided with copy of latest financial results the Company’sCode of Conduct the Company’s Code of Conduct for Prevention of Insider Tradingto let them have an insight of the Company’s present status and theirregulatory requirements. The induction comprises a detailed overview of the businessverticals of the Company and meetings with business heads / senior leadership teamand with the Managing Director of the Company.

8. REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination & Remuneration Committee and theBoard. More detail on the same is given in the Corporate Governance Report which formspart 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 IndependentDirectors carried out an annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Committees. Theperformance of the Board is evaluated by each individual Director as well as collectivelyby the Board on the Annual Basis towards the end of the Financial Year. The Boardperformance is evaluated on the basis of number of Board and Committee meetings attendedby individual Director participation of Director in the affairs of the company dutiesperformed by each Director targets achieved by company during the year. The Board furtherdiscusses 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 tofinancial statements. During the year such controls were tested and no reportablematerial 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 onan arm’s length basis and were in the ordinary course of business. However materialtransactions entered into with Related Parties in the ordinary course of business and onarm’s length basis are disclosed in the form AOC-2 as Annexure-2 in terms ofprovisions of Rule 8 (2) of the Companies (Accounts) Rules 2014 which forms part of thisreport. There are no materially significant Related Party Transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and Board forapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted are audited and a statement giving details of all RelatedParty Transactions is placed before the Audit Committee and the Board of Directors fortheir approval on a quarterly basis. The policy on Related Party Transactions as approvedby 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 doesnot exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore for anyfinancial year the provisions of section 135 of the Companies Act 2013 are notapplicable.

13 AUDITORS SECRETARIAL AUDITORS AND REPLY TO THEIR RESPECTIVE QUALIFICATIONS:

Auditors:

M/s. Vijay Garg& Associates Chartered Accountants who are the statutory auditorsof the Company hold office in accordance with the provisions of the Act up to thisAnnual General Meeting and from whom necessary consent has been obtained under section 141of the Companies Act 2013 are eligible for re-appointment as required under theprovisions of Section 139 of the Companies Act 2013 from the conclusion of this AnnualGeneral Meeting till the conclusion of Eleventh Annual General Meeting of the Companysubject to ratification of the Members at every Annual General Meeting and at aremuneration as may be decided by the Board. The Company has received the necessaryeligibility certificate from the Auditors and the Directors recommend the resolution atitem 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 notprovided 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 thepurposes 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 investmentduring the financial year.

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

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

15. CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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 andenergy) treatment process ladle size changes to reduce holding time and reduces number oftapping and improves synchronization in melting and pouring line and also energy saving byfurnace fast cooling using main coolers.

(ii) The steps 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 equipment’s;

There is no any capital investment made by the company on energy conservationequipment’s.

(B) Technology absorption:

(i) The efforts made towards technology absorption:-

Installed an In House Machine Shop for the Machining of our Casting Components. Thisincludes a dedicated specialized line for the Machining of Wheel Hubs of CommercialVehicles. In this dedicated line many VTL’s along with a set of VMC’s has beeninstalled. Apart from this more of VMC’s have been added to machine other castingparts which were already in supply to our Customers. This is a part of our ValueEngineering Project. Apart from this a CMM has also been added in our System. This isfrom Carl Zeiss who are the leaders in this technology. With this CMM we are now fullystrengthened and confident to inspect critical parts and our Customers have also gainedconfidence on our quality.

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution:- Value Engineering has been done by adding In House Machining Setup. It has rendered confidence in our existing customers and are thus giving us more partsfor development. Also lot of RFQ’s from New Prospective Customers are also indiscussion which we hope to convert in order.

(iii) in case of imported technology (imported during the last three years reckonedfrom 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. 68430859/-

Foreign Exchange Expenses: The Company has made payment of Rs.2932657/- in Foreigncurrency 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 thepurposes of risk management. In the opinion of the Board there are no risks which wouldthreaten the existence of the Company.

17. INSIDER TRADING PREVENTION CODE

Pursuant to the SEBI Insider Trading Code the company has formulated a comprehensivepolicy for prohibition of Insider Trading in Equity Shares of Universal AutofoundryLimited to preserve the con dentiality and to prevent misuse of unpublished pricesensitive information. The Company Secretary has been designated as the ComplianceOfficer.

18. OTHER MATTERS:

Following are the other matters to be covered pursuant to Section 134(3) (q) of theCompanies Act 2013 read with Rules made thereunder:

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 underSEBI (LODR) Regulations 2015 is presented in a separate section forming part of thisAnnual Report.

20. FIXED DEPOSIT

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

21. SHARE CAPITAL

The Company has allotted 2160000 shares through public issue on BSE SME platform atRs. 15/-(Face Value Rs.10/- And Premium Rs.5/-)

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

Since the company has not formulated any scheme in terms of Section 67(3) of theCompanies 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 majoritybeing the Independent directors.

24. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT 2013 AND THE RULESMADE 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 2015- 16 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 company 31.03.2016 31.03.2015
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 appointed in 15-16 Was appointed 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 ANDJOINT VENTURE COMPANIES:

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

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

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

29. ACKNOWLEDGEMENTS

The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the IndusInd Bank and all other statutory and non-statutory agencies for theirco-operation. The Board of Directors also wish to place on record their gratitude andappreciation 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 Companyfor 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