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Universal Starch Chem Allied Ltd.

BSE: 524408 Sector: Others
NSE: N.A. ISIN Code: INE113E01015
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VOLUME 200
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Buy Price 24.25
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OPEN 24.25
CLOSE 24.25
VOLUME 200
52-Week high 44.25
52-Week low 23.75
P/E
Mkt Cap.(Rs cr) 10
Buy Price 24.25
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Universal Starch Chem Allied Ltd. (UNIVERSALSTARCH) - Director Report

Company director report

DIRECTORS' REPORT

Your Directors have pleasure in presenting the 43rd Annual Report of the Company alongwith audited statements of accounts for the year ended 31st March 2016. The summarizedfinancial results are given below:

(Rs. In Lacs.)

Particulars 2015-16 2014- 2015
Sales (Gross) and Other Income 17631 20808
Profit before depreciation 65 271
Depreciation 439 473
(Loss) / Profit Before tax (374) (202)
Provision for taxation(Including Deferred) 205 92
(Loss) / Profit after tax (169) (110)
Less Short Provision for Taxation of Previous Years - -
Less Adjustment related to Fixed Assets - (98)
Balance brought forward 299 507
Balance Carried forward to Balance Sheet 130 299

DIVIDEND :

In view of loss during the year under review the Board of Directors do not recommendany dividend for the Financial year ended 31st March 2016.

PERFORMANCE REVIEW & BUSINESS OUTLOOK

Your Company's Gross Sales for the year amounted to Rs. 17631 Lacs as compared to '20808 Lacs last year. The result for the year shows profit before Depreciation of '65 Lacs as against profit before depreciation of ' 271 Lacs in the previous yearnet loss before tax is ' 374 Lacs as compared to loss of ' 202 Lacs in theprevious year. The decrease in operational profit was due to shortage of maize supplyduring the year coupled with overall cost increase. Further details of operation are givenin the management discussion and analysis report which form part of this report.

With better raw material situation & reasonable prices of the maize crop we arecontinuously optimistic about the current year. Your company continues it endeavor toexpand into new export markets which will in turn increase the turnover further.

CHANGES IN SHARE CAPITAL:

During the year under review there was no change in the Authorised or Paid ShareCapital of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2016 theapplicable accounting standards

have been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the Loss ofthe company for the same period;

c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate andwere operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 149 of the Companies Act 2013 which came intoeffect from April 1 2014 Shri. Ashok Kothary (DIN 00811919) Shri. Dev Prakash Yadava(DIN 00778976) Shri. Bindumadhavan Venkatesh (DIN 01799569) Shri. Ashok Shah (DIN00236555) and Smt. Sudha Modi (DIN 01633060) were appointed as independent directors atthe annual general meeting of the Company held on 29th September 2014. Shri. JaysingRajput (DIN 01633060) was appointed as Additional Independent Director on 03rd November2015 & appropriate resolution appointing him as a director is put for member approval.The Board recommend the appointment. The terms and conditions of appointment ofindependent directors are as per Schedule IV of the Act. They have submitted a declarationthat each of them meets the criteria of independence as provided in Section 149(6) of theAct and there has been no change in the circumstances which may affect their status asindependent director during the year.

Shri Jaykumar J. Rawal (DIN 02261128) who was re-appointed as whole-Director (BusinessDevelopment) for a period of three years from 1st January 2014 and whose appointment wasapproved on 29th Septmber 2014 at the 41st AGM of the Company tendered his resignation tothe Board vide his letter dated 08th July 2016 and the Board accepted his resignationwith effect from 08th July 2016 vide circular resolution passed on 02nd August 2016.Board places on records its appreciation of the invaluable contribution and guidanceprovided by him.

The Director Shri. Jaydeosinh J. Rawal (DIN 01681151) retires at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.

Smt. Hansarani Vaghela (DIN 01468168) was appointed as Additional Director on 13thAugust 2016 & appropriate resolution appointing her as a director is put for memberapproval. The Board also appointed Smt. Hansarani Vaghela as whole-time Director (BusinessDevelopment) effective the same

date. Her appointment and remuneration require the approval of the Members at theensuing AGM. The Board recommend the appointment.

Pursuant to the provisions of Section 203 of the Act which came into effect from April1 2014 the appointment of Ms. Varsha Punwani Company Secretary and Compliance Officeras key managerial personnel of the Company were formalized on 01st March 2016. Shri. Y.L.Sindhwad stepped down from the position of Company Secretary and Compliance Officer on30th September 2015 and Board places on records its appreciation of the invaluablecontribution and guidance provided by him.

DISCLOSURE OF PECUNIARY RELATIONSHIP:

There was no pecuniary relationship or transactions of the nonexecutive directorsvis-a-vis the company during the year. Also no payment except sitting fees was made toany of the nonexecutive directors of the Company.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

Shri. Ashok Kothary (DIN 00811919) Shri. Dev Prakash Yadava (DIN 00778976) Shri.Bindumadhavan Venkatesh (DIN 01799569) Shri. Jaysing Rajput (DIN 01633060) Shri. AshokShah (DIN 00236555) and Smt. Sudha Modi (DIN 01633060) Independent Directors of theCompany have given their respective declaration as required under Section 149(7) of theCompanies Act 2013 to the effect that they meet the criteria of independence as providedin Section 149(6) of the Companies Act 2013 which were taken on record by the Board.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2015-16 four meetings of the Board of Directors were held.For details of the Board meetings please refer to the Corporate Governance forming part ofthe Boards' Report.

STATEMENT ON ANNUAL EVALUATION OF BOARD COMMITTEE AND ITS DIRECTORS:

The Board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of Section 134 (3)(p) of the Companies Act 2013 read with Rule 8(4) of The Companies (Accounts) Rules 2014and the corporate governance requirements as prescribed by Securities and Exchange Boardof India ("SEBI").

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning transparency adhering togood corporate governance practices etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings leadershipquality attitude initiatives decision making commitment achievements etc. In additionthe Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors on 28th March 2016 performance ofnon-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The meeting also assessed the quality quantity and time lines offlow of information between the company management and the board that is necessary for theboard to effectively and reasonably perform its duties.

NOMINATION AND REMUNERATION POLICY:

In terms of Section 178 (3) of the Companies Act 2013 a policy on Nomination andRemuneration of Directors and Senior Management Employees including inter alia criteriafor determining qualifications positive attributes and independence of directors wasformulated by the Nomination and Remuneration Committee and adopted by the Board ofDirectors. The said policy is annexed as Annexure A to the Board’s Report. The saidpolicy is also posted on the website of the Company www.universalstarch.com and its weblink is: http://www.universalstarch.com/Nomination%20and%20Remuneration%20Policy.pdf

INTERNAL FINANCIAL CONTROLS:

The Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of fraud and errors the accuracyand completeness of the accounting records and timely preparation of reliable financialdisclosures.

AUDIT COMMITTEE:

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

AUDITORS:

i) Statutory Auditors :

M/s. M.B. Agrawal & Co. Chartered Accountants (Firm Registration No. 100137W) wereappointed to hold office from the conclusion of Forty-first Annual General Meeting of theCompany to the conclusion of Forty-fourth Annual General Meeting of the Company (subjectto ratification of their appointment at every AGM) on such remuneration as may be fixed bythe Board of Directors of the Company. They being eligible offer themselves forratification of their re-appointment from the conclusion of the Forty-third Annual GeneralMeeting to the conclusion of Company's Forty-fourth Annual General Meeting as per theprovisions of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014.

ii) Secretarial Auditors:

According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as a partof this report as "Annexure B".

EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION/ RESERVATION/ ADVERSE REMARK/DISCLAIMER MADE IN AUDITORS' REPORT AND SECRETARIAL AUDITOR'S REPORT:

The Auditors' Report and Secretarial Auditor’s Report does not contain anyqualifications reservations or adverse remarks and the true and fair view of thefinancial statements is not affected. As regards the immovable property referred to by theauditors the same has been restored in the name of the Company except for 3228.11 sq. mtr.This is also in the process of being transferred fully in the name of the Company. Theconcerned Directors have given assurance to the Board of Directors that all that needs tobe done by the Directors to restore the remaining part of the above mentioned immovableproperty fully in the name of the Company is being done.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company have constituted a CSR Committee.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in "Annexure C" of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 for the Financial Year 2015 - 2016 has beenenclosed as "Annexure D " forming part of the Boards' Report.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

S No Name Designation Remuneration paid in FY 201516 (In ') Remuneration paid in FY 2014-15 (In ') Increase in remuneration from previous year (In ') Ratio/Times per Median of employee remuneration
1 Shri. Jitendrasinh J. Rawal Chairman & Managing Director 5989694 5365699 623995 83.30
2 Shri. Jaykumar J. Rawal (Director up to 08/07/2016) Whole-time Director (Business Development) 2864471 2636453 228018 39.84
3 Shri. Gulabsing Chaudhary Whole-time director (Works) 1069896 1011684 58212 14.88
4 Shri. Subramani Seetharaman Chief Financial Officer (KMP) 900000 - - 12.52
5 Shri. Y. L. Sindhwad (Resigned on 30.09.2015) Company Secretary (KMP) 334554 618108 - 9.31
6 Ms. Varsha Punwani (Appointed on 01.03.2016) Company Secretary (KMP) 38863 - - 6.04

The non- executive directors were paid only sitting fees of ' 517500 during theFY 2016 1L

The percentage increase in the median remuneration of employees had been 1.09% duringthe financial year.

The details of employees in receipt of remuneration over INR 60.00 lacs pa. ifemployed throughout the year or INR 5 lacs pa if employed for a part of the year during2015-16 -NA

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

During the year under review the Company has not issued any shares with differentialvoting rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME

During the year under review no option under 'Employee Stock Option Scheme was grantedor vested to any employee or directors of the Company.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review the Company has not issued any Sweat Equity Shares.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have not been any material changes and commitment affecting the financialposition of the Company during the financial year 2015-16.

INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES 2014 -CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy:

The activities of your company require minimal energy consumption and every endeavourhas been made to ensure the optimal use of energy avoid wastage and conserve energy asfar as possible.

b) Technology Absorption:

1 The Company has successfully implemented the procedures to improve the productivity quality energy saving GMP and GHP.

The R & D Department is active in upgrading the technology of production of valueadded products through finely tuning the SOP.

The range of value added products have been widened to satisfy the specificapplications in pharmaceutical food and paper industry. The Company received GMP licensefrom FDA (MS).

2 The Company implemented Pest Control schedules in the premises by M/s Pest Control(India) P. Ltd. Jalgaon. This is mandatory to maintain the hygiene Standards in themanufacturing and storage of products. The Pest control schedules resulted control onTotal bacterial Count (TBC) and Total Fungal Count (TFC) along with control of pathogensin finished products.

3 The Company established Air Handling Unit (AHU) at Microbiology Laboratory as thecompliance of the mandatory requirements by FDA.

4 The Company has already established the following

Projects: Biomethanation Project Co-Generation

Power PlantWind Mill at Brahmanwel & Fly Ash Brick Making Project.

c) Foreign exchange earnings and outgo:

The details of Foreign exchange earnings and outgo are detailed in Note No. 41 to 45forming part of Accounts.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the period under review no order had been passed by the regulators/ courts ortribunals which have an effect on the going concern status of the company and itsoperations.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during theentire year.

CORPORATE GOVERNANCE :

Your Company has complied with the Corporate Governance practices mandated by ListingAgreement and SEBI (LODR) Regulations 2015. The company has adopted the Code of Conductwhich is also available on the website of the Company. All the Board members and SeniorManagement Personnel have affirmed compliance with the code of conduct. The CorporateGovernance Report along with the Certificate from M/s Leena Agrawal & CompanyPractising Company Secretaries (Membership No 19600 CP No 7030) is set out as part of theAnnual Report. A Management Discussion and Analysis Report also accompanies this report.

LISTING WITH STOCK EXCHANGES:

At present your Company's securities are listed on :

BSE Phiroze Jeejeehoy Towers Dalal Street Fort Mumbai - 400 001 Code No.524408.

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 toBSE where the Company’s Shares are listed.

VIGIL MECHANISM :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

RELATED PARTY TRANSACTIONS :

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year is given in Note 39 of the FinancialStatements. The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted

a policy to regulate transactions between the Company and its Related Parties incompliance with the applicable provisions of the Companies Act 2013 the Rules thereunderand the Listing Agreement and SEBI (LODR) Regulations 2015. This Policy was consideredand approved by the Board. The said policy is posted on the website of the Company www.universalstarch.com and its weblink is http://www.universalstarch.com/Policy%20on%20Related%20Party%20Transactions.pdf

DEVELOPMENT AND IMPLEMENTATION OF A MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.

WIND MILL:

The Company has commissioned a Wind Power Project with effect from 30th March 2002with an annual power generation capacity of around 14 Lacs units. In line with theGovernment notification your Company is maintaining cost records of generation ofelectricity through this project.

FIXED DEPOSITS :

Fixed Deposits from the public and the shareholders as on 31st March 2016 aggregated to' 67.49 lacs as against 144.07 lacs at the end of the previous year. There are nodeposits which have been claimed but not paid. The Board of Directors at their meetingheld on 31st January 2015 gave their permission to make an application to the Company LawBoard pursuant to section 74(2) of the Companies Act 2013 requesting for an extension oftime for the repayment of deposits maturing for repayment during the FY 2015-16 and FY2016-17 & approving the repayment of such Fixed Deposits and interest thereon on thedates on which such deposits fall due in the FY 2015-16 and FY 2016-17. Accordingly anapplication was made and is pending before the Company Law Board(now Company Law Tribunal)for its decision.

ACKNOWLEDGEMENT :

Your Directors take this opportunity to express their appreciation and gratitude to theUnion Government State Government The Shamrao Vithal Co-op.Bank Ltd.. Customers and ourvalued shareholders of their kind support co-operation and guidance.

For on behalf of the Board
Place : Mumbai Jitendrasinh J. Rawal
Managing Director
Date : 13/08/2016