Ultra Wiring Connectivity Systems Ltd.
|BSE: 535124||Sector: Auto|
|NSE: UWCSL||ISIN Code: INE00F301010|
|BSE 05:30 | 01 Jan||Ultra Wiring Connectivity Systems Ltd|
|NSE 05:30 | 01 Jan||Ultra Wiring Connectivity Systems Ltd|
Ultra Wiring Connectivity Systems Ltd. (UWCSL) - Director Report
Company director report
To the Shareholders
Ultra Wiring Connectivity System Limited
(Formerly known as Ultra Wiring Connectivity System Private Limited)
We are pleased to present the 16th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements for thefinancial year ended 31st March 2021. The financial highlights for the yearunder review are as follows:
1. FINANCIAL PERFORMANCE:
The financial performance of the Company during the year under reviewis summarised below:
2. COMPANY'S PERFORMANCE REVIEW:
In the month of March 2020 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lock-downs of all economic activity.As COVID-19 spread across communities homes and affected businesses citizens andenterprises alike were forced to rethink how they engage with one another. The company'soperation has been adversely impacted due to incapacitation of sections of the globalworkforce due to exposure to the pandemic. The volatility and uncertainty in the economycontinued during the year.
Even after the adverse conditions your company maintained itssustainability and successfully increased its revenue by 13.67% to Rs. 2098.01 Lacs asagainst 1845.75 Lacs in the previous yea. Profit before tax of the Company has grown by15.38% to Rs. 139.12 Lacs as against 120.58 Lacs in the previous year.
The prospective vision of the Company with the evaluation of thebusiness and operations of the Company are provided in the Report on Management Discussionand Analysis forming part of the Annual Report.
Considering the funds requirement for future expansion and to face theexisting market challenges no dividend is proposed to the members for Financial Year2020-21 as per the Companies (Declaration and Payment of Dividend) Rules 2014.
The Company's shares are listed on the National Stock Exchange Ltd.(NSE) - Emerge and are actively traded. The listing fee for the year 2021-22 has alreadybeen paid.
5. HOLDING SUBSIDIARIES AND ASSOCIATES:
The Company does not have any holding subsidiary and associateCompany.
6. TRANSFER TO RESERVES:
During the year under review the Company has transferred Rs.9083193.95 to General Reserve for future expansion and to face the existing marketchallenges.
7. PARTICULARS OF LOANS GUARANTEE OR INVESTMENT UNDER SECTION 186 OFTHE COMPANIES ACT 2013
Details of loans guarantees and investments covered under theprovisions of Section 186 of the Companies Act 2013 wherever applicable are given inthe notes to financial statements.
There is no change in the Authorized and paid-up Share Capital of theCompany during the period under review.
The Authorized Share Capital of the Company is Rs. 55000000.00divided into 5500000 Equity Shares of Rs. 10/- each.
The paid-up Equity Share Capital of the Company is Rs. 52035710.00divided into 5203571 Equity Shares of Rs. 10/- each.
Issue of Equity Shares with Differential Rights-:
During the period under review the Company has not issued any EquityShares with Differential Rights.
Issue of Employee Stock Options-:
During the period under review the Company has not issued any EmployeeStock Options as stated in Rule 12(9) of Companies (Share Capital and Debenture Rules2014).
Issue of Sweat Equity Shares-:
During the period under review the Company has not issued any sweatequity shares as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules2014).
8. OTHER DISCLOSURES UNDER THE COMPANIES ACT 2013:
i. EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 an extract of Annual Return isannexed herewith in "Annexure-A".
ii. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:
The Board met Nine (9) times during the financial year ended on March31 2021 i.e. on June 25 2020 June 30 2020 July 15 2020 August 19 2020 September14 2020 October 12 2020 November 13 2020 January 21 2020 and March 31 2020. Themaximum interval between any two meetings did not exceed 120 days.
iii. GENERAL MEETINGS:
During the year under review no Extra Ordinary General Meeting washeld.
iv. COMMITTEES OF THE BOARD:
The Board had constituted various committees which are as follows:
a. Audit Committee:
The Company has constituted an Audit Committee as per the provisionsof Section 177 of the Companies Act 2013 The Committee presently comprises of followingthree (3) Directors:
The Role and powers of the committee are as under:
1) Overseeing the Company's financial reporting process and thedisclosure of its financial information to ensure that the financial statements arecorrect sufficient and credible.
2) Recommending to the Board the appointment re-appointment and ifrequired the replacement or removal of the statutory auditor and the fixation of auditfees.
3) Approval of payment to statutory auditors for any other servicesrendered by the statutory auditors.
4) Reviewing the annual financial statements before submission to theboard for approval with particular reference to:
a. Matters required to be included in the Directors ResponsibilityStatement in the Board's report in terms of clause (c) of sub-section 3 of Section 134 ofthe Companies Act 2013.
b Changes if any in accounting policies and practices and reasons forthe same.
b. Major accounting entries involving estimates based on the exerciseof judgment by management.
c. Significant adjustments made in the financial statements arising outof audit findings.
d. Compliance with listing and other legal requirements relating tofinancial statements.
e. Disclosure of any related party transactions.
f. Modified opinion(s) in the draft audit report.
5) Reviewing with the management the half yearly and annual financialstatements before submission to the board for approval.
6) Reviewing with the management the statement of uses / applicationof funds raised through an issue (public issue rights issue preferential issue etc.)the statement of funds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter.
7) Reviewing and monitoring the auditor's independence and performanceand effectiveness of audit process.
8) Approval of any transactions of the Company with Related Partiesincluding any subsequent modification thereof.
9) Scrutiny of inter-corporate loans and investments.
10) Valuation of undertakings or assets of the Company wherever it isnecessary.
11) Evaluation of internal financial controls and risk managementsystems.
12) Reviewing with the management performance of statutory andinternal auditors and adequacy of the internal control systems.
13) Reviewing the adequacy of internal audit function if anyincluding the structure of the internal audit department staffing and seniority of theofficial heading the department reporting structure coverage and frequency of internalaudit.
14) Discussion with internal auditors on any significant findings andfollow up there on.
15) Reviewing the findings of any internal investigations by theinternal auditors into matters where there is suspected fraud or irregularity or a failureof internal control systems of a material nature and reporting the matter to the board.
16) Discussion with statutory auditors before the audit commencesabout the nature and scope of audit as well as post-audit discussion to ascertain any areaof concern.
17) To look into the reasons for substantial defaults in the payment tothe depositors debenture holders shareholders (in case of non-payment of declareddividends) and creditors.
18) To review the functioning of the Whistle Blower mechanism in casethe same exists.
19) Approval of appointment of CFO or any other person heading thefinance function or discharging that function after assessing the qualificationsexperience & background etc. of the candidate.
20) To overview the Vigil Mechanism of the Company and take appropriateactions in case of repeated frivolous complaints against any Director or Employee.
21) To implement Ind AS (Indian Accounting Standards) wheneverrequired.
22) Monitoring the end use of funds raised through public offers andrelated matters. The Audit Committee shall mandatorily review the following information:
1. Management Discussion and Analysis of financial condition andresults of operations.
2. Statement of significant related party transactions (as defined bythe Audit Committee) submitted by management.
3. Management letters / letters of internal control weaknesses issuedby the statutory auditors.
4. Internal audit reports relating to internal control weaknesses.
5. The appointment removal and terms of remuneration of the chiefinternal auditor shall be subject to review by the audit committee.
23) Statement of deviations:
a) Half yearly statement of deviation(s) including report of monitoringagency if applicable submitted to stock exchange(s) in terms of Regulation 32(1).
b) Annual statement of funds utilized for purposes other than thosestated in the offer document/ prospectus/notice in terms of Regulation 32(7).
POWERS OF THE AUDIT COMMITTEE:
Investigating any activity within its terms of reference;
Seeking information from any employee;
Obtaining outside legal or other professional advice; and
Securing attendance of outsiders with relevant expertise if itconsiders necessary.
b. Stakeholder Relationship Committee:
The Company has constituted a Stakeholders Relationship Committee asper the provisions of Section 178(5) of the Companies Act 2013. The Committee presentlycomprises of following three (3) Directors:
The Stakeholder Relationships Committee shall oversee all matterspertaining to investors of our Company. The terms of reference of the Investor GrievanceCommittee include the following:
1. Redressal of shareholders'/investors' complaints;
2. Reviewing on a periodic basis the Approval of transfer ortransmission of shares debentures or any other securities made by the Registrar and ShareTransfer Agent;
3. Issue of duplicate certificates and new certificates onsplit/consolidation/renewal;
4. Non-receipt of declared dividends balance sheets of the Company;and
5. Carrying out any other function as prescribed under the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.
c. Nomination and Remuneration Committee:
The Company has constituted a Nomination and Remuneration Committee asper the provisions of Section 178 of the Companies Act 2013. The Committee presentlycomprises of following three (3) Directors:
ROLE OF THE COMMITTEE:
Role of Nomination and Remuneration Committee are as under:
a) Formulation of the criteria for determining qualifications positiveattributes and independence of a director and recommend to the Board of Directors a policyrelating to the remuneration of the directors Key Managerial Personnel and otherassociates.
b) Formulation of criteria for evaluation of performance of IndependentDirectors and the Board of Directors.
c) Devising a policy on diversity of Board of Directors.
d) Identifying persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down andrecommend to the Board of Directors their appointment and removal.
e) Whether to extend or continue the term of appointment of theIndependent Director on the basis of the report of performance evaluation of IndependentDirectors.
vi. CHANGES IN NATURE OF BUSINESS:
There has been no change in the nature of business of the Companyduring the financial year ended March 31 2021.
vii. RELATED PARTY TRANSACTIONS:
All related party transactions are presented to the Audit Committee andthe Board. Approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee periodically specifying the nature value and terms and conditions of thetransactions.
During the year the Company has not entered into anyarrangement/transaction with related parties which could be considered material inaccordance with the Company's Policy on Related Party Transactions.
Further all the necessary details of transaction entered with therelated parties are attached herewith in Form No. AOC-2 for your kind perusal andinformation. (Annexure B).
9. SHIFTING OF REGISTERED OFFICE OF THE COMPANY
The Company has made an application to the Hon'ble Regional DirectorDelhi (North Region) for shifting of its registered office from B-78 Nirman Vihar NewDelhi- 110092 to Plot No 287 287 A & B Sector 59 HSIIDC Industrial estateBallabgarh Faridabad- 121004. The Hon'ble Regional Director has passed order dated July26 2019 for the confirmation of shifting of registered office from National CapitalTerritory of Delhi to Haryana. Further the Company has shifted its registered office tothe above said place with effect from 26th August 2019. In this regard theCompany has also received the certificate from the Registrar of Companies NCT of Delhi& Haryana dated 26th July 2019.
10. WHISTLE BLOWER POLICY/VIGIL MECHANISM/ RISK MANAGEMENT:
In order to ensure that the activities of the Company and its employeesare conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behaviour the Company has adopted a VigilMechanism Policy/ Whistle Blower policy.
In today's challenging and competitive environment strategies formitigating inherent risks in accomplishing the growth plans of the Company are imperative.The common risks inter alia are: regulations competition business risk investmentsretention of talent and expansion of facilities. Business risk inter-alia furtherincludes financial risk political risk fidelity risk legal risk. These risks areassessed and steps as appropriate are taken to mitigate the same. The management has takenall necessary steps to identify the elements of risks if any. The management hasimplemented an effective and meaningful system to safeguard the assets of the company. TheBoard has to review the business plan at regular intervals and develop the Risk ManagementStrategy which shall encompass laying down guiding principles on proactive planning foridentifying analyzing and mitigating all the material risks both external and internalviz. environmental business operational financial and others. Communication of RiskManagement Strategy to various levels of management for effective implementation isessential for achieving the goals of the organization.
In compliance with the requirement of the Companies Act 2013 and SEBIListing Regulations the Company has established a Whistle Blower Policy / Vigil MechanismPolicy and the same is placed on the web site of the Company viz. www.ultrawiring.com
11. STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTSAND FRAUD IF ANY:
As per the requirements of the Companies Act 2013 the Audit Committeeand the Board of Directors at their meeting held on August 23 2019 has re-appointed M/S.Sanmarks & Associates Chartered Accountants (Firm Registration No. 003343N) asStatutory Auditors of the Company till the conclusion of AGM to be held in 2024.
The Company has received a certificate from statutory auditors to theeffect that their re-appointment is within the limits prescribed under Section 141 (3)(g)of the Companies Act 2013 and they are not disqualified to be reappointed as StatutoryAuditors.
Further the report of the Statutory Auditors along with the notes isenclosed with the financial statements. The observations made in the Auditors' Reportwhich contains unmodified opinion are self-explanatory and does not contain anyqualification/modified opinion. Therefore it does not call for any further comments.Also the Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
Note: The provisions of ratification of appointment of auditors havebeen omitted.
12. SECRETARIAL AUDITOR :
Pursuant to Section 204 of the Companies Act 2013 the Board ofDirectors had appointed M/s Abhishek J & Co. Practicing Company Secretary toundertake the Secretarial Audit of the Company for the period 2019-20.
The Secretarial Audit Report for the FY 2020-21 is self-explanatory anddoes not call for any further comments. The Secretarial Audit Report for the FY 2020-21 isattached to this report as "Annexure-C".
13. UPDATES ON BOARD OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP):
a) PERFORMANCE EVALUATION:
In compliance with the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the annual evaluation has beencarried out by the Board of its own performance of its committees and Directors by way ofindividual and collective feedback from Directors. The Directors expressed theirsatisfaction with the evaluation process.
b) DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Composition of the Board of Directors and Key Managerial Personnelare as follow.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELAPPOINTED/RESIGNED/RETIRED DURING THE YEAR-
Changes in Directors and Key Managerial Personnel
During the year Mrs. Sarita Chaurasia appointed Company Secretary &Compliance Officer of the Company effective from January 212021 in place of Mr. ShivamKaushik who tendered his resignation effective from December 08 2020.
RETIREMENT OF DIRECTOR BY ROTATION:
Pursuant to the provisions of Section 152 of the Companies Act 2013Mr. Sanjay Mathur (DIN: 00285032) Director is liable to retire by rotation at theensuing Annual General Meeting and being eligible She has offered herself forre-appointment. Accordingly the proposal for her re-appointment has been included in theNotice convening the Annual General Meeting of the Company.
Brief resume nature of expertise details of directorships held inother companies of the Directors proposed to be re-appointed along with theirshareholding in the Company as stipulated under Secretarial Standard 2 and Regulation 36of the Listing Regulations is appended as an Annexure to the Notice of the ensuing AnnualGeneral Meeting.
c) CODE OF CONDUCT:
The Company has formulated a code of conduct for Board of Directors andSenior Managerial Personnel. The confirmation of compliance of the same is obtained fromall concerned on an annual basis. All Board Members and Senior Managerial Personnel havegiven their confirmation of compliance for the year under review. The code of conduct forDirectors and Senior Managerial Personnel is also placed on the website of the Companyviz. www.ultrawiring.com.
d) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company proactively keeps its Directors informed of the activitiesof the Company its management operations and provides an overall industry perspective aswell as issues faced by the industry. The Policy on Familiarization Programme adopted bythe Board and details of the same are available on the Company's website under theInvestors Relations section at www.ultrawiring.com.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Regulation 34 (2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a detailed Management Discussion and AnalysisReport is presented in a separate section forming part of the Annual Report marked as"Annexure-D".
15. EFFECT OF COVID-19:
In the month of FY 2020 Central and State Government in view of thekeen concern over the spread of Corona Virus (COVID-19") issued directivesregarding complete lockdown and restricted movements. As COVID-19 spread acrosscommunities homes and affected businesses citizens and enterprises alike were forced torethink how they engage with one another. The company's operations adversely impacted dueto incapacitation of sections of the global workforce due to exposure to the pandemic. Inline with the lockdowns announced by the Central Government all offices of the Companywere also closed providing employees facility to "Work from Home" to ensurecontinuity of operations of the Company. The said closure(s) have adversely affected theoperations of the Company and the impact of the same cannot be assessed at this point oftime.
The company strictly follows all precautions and guidelines prescribedby the Government particularly towards adhering to safety measures in respect of itsemployees.
16. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments which affect thefinancial position of the company which have occurred between the end of the financialyear to which the financial statements relate and the date of this Report.
Your Company has not accepted deposits within the meaning of Section 73and 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.The question of non-compliance of the relevant provisions of the law relating toacceptance of deposit does not arise.
18. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act 2013 relating toCorporate Social Responsibility is not applicable to the Company as the Company does notfall under the prescribed criteria.
19. CORPORATE GOVERNANCE:
The provisions of the Corporate Governance regulations shall not beapplicable to the Company since according to the provisions of Regulation 15(2)(b) ofChapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015i.e. "The listed entity which has listed its specified securities on the SME Exchangeare not liable to file the Corporate Governance Report under regulation 27(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015".
20. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS:
The Company has adequate internal financial control procedurecommensurate with its size and nature of business. These controls include well definedpolicies guidelines standard operating procedure authorization and approval procedures.The internal financial control of the company are adequate to ensure the accuracy andcompleteness of the accounting records timely preparation of reliable financialinformation prevention and detection of frauds and errors safeguarding of the assetsand that the business is conducted in an orderly and efficient manner.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review there have been no such significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.
22. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
The Company has in place a Prevention of Sexual Harassment Policy inline with the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaints Committee has been dulyconstituted to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy.
During the year 2020-21 no complaints were received by the Companyrelated to sexual harassment.
23. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Company has adopted a code of conduct for prevention of insidertrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of Un-Published Price Sensitive Information(UPPSI) in relation to the Company and during the period when the trading window isclosed. The Board is responsible for implementation of the code.
The Code of fair disclosure of unpublished price sensitive informationis available on the Company's website under the Investors Relations section atwww.ultrawiring.com.
24. PARTICULARS OF EMPLOYEE:
The Company has no employee who is in receipt of remuneration ofRs.850000/-per month or Rs.10200000/- per annum.
Information in accordance with the provisions of Section-134 (3) (q)and Section 197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are appended as"Annexure E"
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Particulars required under the provisions of Section 134(3) (m) ofthe Companies Act 2013 in respect of conservation of energy and technology absorptionhave not been furnished considering the nature of activities undertaken by the companyduring the year under review.
B. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Details of Foreign exchange earnings and outgo are as follows (in Rs)
26. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of section 134(5) of the Companies Act2013 your Directors confirm: -
1. That in the preparation of Annual Accounts the applicableaccounting standards have been followed and there are no material departures;
2. That we have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the losses of the Company for the period ended 31st March2021;
3. That we 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 frauds andother irregularities;
4. That we have prepared the Annual Accounts on a going concern basis;
5. That we have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively;
6. That we have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors hereby express their appreciation for the cooperationand assistance received from stakeholders banks valued clients and business associates.Your Directors also wish to place on record their deep sense of appreciation for thediligent support and efforts of the employees at all levels towards the operations andgrowth of the Company.