You are here » Home » Companies » Company Overview » Ultra Wiring Connectivity Systems Ltd

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

Dear Members

Ultra Wiring Connectivity System Limited

(Formerly known as Ultra Wiring Connectivity System Private Limited)

Your Directors present the 14th Annual Report (First Report as a Public Listed Company)on the business and operations of Ultra Wiring Connectivity System Limited ("theCompany") along with the audited financial statements for the Financial Year endedMarch 31 2019.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company during the year under review is summarisedbelow:

Particulars 2018-19 2017-18
Revenue from Operations 1987.80 1771.96
Other Income 17.71 14.74
Total Income 2005.51 1786.70
Expenses
Production Cost 1198.29 1082.54
Employee Benefit Expenses 233.99 185.85
Finance Cost 22.05 24.04
Depreciation and Amortization expenses 37.83 38.43
Other Expenses 365.59 292.16
Total Expenses 1857.75 1623.05
Net Profit Before Exceptional Items and Tax 147.75 163.65
Exceptional items - -
Net Profit Before Tax 147.75 163.65
Tax Expenses 46.94 45.23
Profit For the Year 100.81 118.41

2. COMPANY'S PERFORMANCE REVIEW:

During the year under review the revenue from operations of the Company is 1987.80Lakhs as against Rs. 1771.96 Lakhs in the previous year-a growth of 12.18%. The profitbefore tax of the Company is Rs. 147.75 Lakhs as against Rs. 163.65 Lakhs in the previousyear a decline of 9.71%. The Company's policy of product innovation and the range of newproducts already introduced would yield sustainable profitability in the long run.

3. DIVIDEND:

During the year under review the Directors have recommended divided of Rs .10 perEquity Share i.e Rate of 1%.

4. HOLDING SUBSIDIARIES AND ASSOCIATES:

The Company does not have any holding subsidiary and associate Company.

5. TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount to Reserves

6. PARTICULARS OF LOANS. GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES

ACT. 20-13

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 wherever applicable are given in the notes to financialstatements.

7. OTHER DISCLOSURES UNDER THE COMPANIES ACT. 2013:

I. EQUITY SHARE CAPITAL:

The Company entered the capital market with its Initial Public Offering (IPO) of1376000 equity shares of face value of 10/- and at a premium of Rs.25/- per shareaggregating to Rs. 48160000 The holding of promoters is 73.55% and public is 26.45%.

Background on the IPO of the Company

The issue opened for subscription on October 12 2018 and closed on October 17 2018 inaccordance with the Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009.The equity shares have been listed on the SMEEmerge Platform of National Stock Exchange of India Ltd (NSE) w.e.f. October 25 2018.Your Directors are pleased to inform that the IPO of the Company was fully Subscribed. Theresponse from investors was really very encouraging.

ii. EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of Annual Return is annexedherewith in "Annexure-A".

iii. BOARD MEETINGS:

During the year under review the Board of Directors met 18 (Eighteen) times on April2 2018 April 5 2018 April 23 2018 May 30 2018 May 31 2018 July 10 2018 July 162018 July 30 2018 July 31 2018 October 23 2018 November 23 2018 December 25 2018January 3 2019 January 15 2019 March 3 2019 March 18 2019 March 25 2019 and March 302019. The time gap between two Board meetings did not exceed 120 days.

iv. GENERAL MEETINGS:

During the year under review there was 1 (One) Extra Ordinary General Meeting held onDecember 28 2018.

V. 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 provisions of Section 177 ofthe Companies Act 2013 The Committee presently comprises of following three (3)Directors:

Name of the Directors Status Nature of Directorship
Mr. Aditya Mathur Chairman Non-Executive and Independent Director
Mr. Rajindarr Ahuja Member Non-Executive and Independent Director
Mr. Sanjay Mathur Member Managing Director

The Role and powers of the committee are as under:

1) Overseeing the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible.

2) Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.

4) Reviewing the annual financial statements before submission to the board forapproval with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement in theBoard's report in terms of clause (c) of sub-section 3 of Section 134 of the CompaniesAct 2013.

b Changes if any in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment bymanagement.

d. Significant adjustments made in the financial statements arising out of auditfindings.

e. Compliance with listing and other legal requirements relating to financialstatements.

f. Disclosure of any related party transactions.

g. Modified opinion(s) in the draft audit report.

5) Reviewing with the management the half yearly and annual financial statementsbefore submission to the board for approval.

6) Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds 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 performance andeffectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties including anysubsequent modification thereof.

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the Company wherever it is necessary.

11) Evaluation of internal financial controls and risk management systems.

12) Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems.

13) Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

14) Discussion with internal auditors on any significant findings and follow up thereon.

15) Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.

16) Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

18) To review the functioning of the Whistle Blower mechanism in case the same exists.

19) Approval of appointment of CFO or any other person heading the finance function ordischarging that function after assessing the qualifications experience & backgroundetc. of the candidate.

20) To overview the Vigil Mechanism of the Company and take appropriate actions in caseof repeated frivolous complaints against any Director or Employee.

21) To implement Ind AS (Indian Accounting Standards) whenever required.

22) Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations.

2. Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management.

3. Management letters / letters of internal control weaknesses issued by the statutoryauditors.

4. Internal audit reports relating to internal control weaknesses.

5. The appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the audit committee.

23) Statement of deviations:

a) Half yearly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulation 32(1).

b) Annual statement of funds utilized for purposes other than those stated in the offerdocument/ 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 it considersnecessary.

b. Stakeholder Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee as per the provisionsof Section 178(5) of the Companies Act 2013. The Committee presently comprises offollowing three (3) Directors:

Name of the Directors Status Nature of Directorship
Mr. Aditya Mathur Chairman Non-Executive and Independent Director
Mr. Rajindarr Ahuja Member Non-Executive and Independent Director
Mr. Sanjay Mathur Member Managing Director

The Stakeholder Relationships Committee shall oversee all matters pertaining toinvestors of our Company. The terms of reference of the Investor Grievance Committeeinclude the following:

1. Redressal of shareholders'/investors' complaints;

2. Reviewing on a periodic basis the Approval of transfer or transmission of sharesdebentures or any other securities made by the Registrar and Share Transfer Agent;

3. Issue of duplicate certificates and new certificates on split/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 andDisclosure Requirements) Regulations 2015.

c. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee as per theprovisions of Section 178 of the Companies Act 2013. The Committee presently comprises offollowing three (3) Directors:

Name of the Directors Status Nature of Directorship
Mr. Aditya Mathur Chairman Non-Executive and Independent Director
Mr. Rajindarr Ahuja Member Non-Executive and Independent Director
Mr. Sanjay Mathur Member Non-Executive and Independent Director

ROLE OF THE COMMITTEE:

Role of Nomination and Remuneration Committee are as under:

a) Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board of Directors a policy relating tothe remuneration of the directors Key Managerial Personnel and other associates.

b) Formulation of criteria for evaluation of performance of Independent Directors andthe Board of Directors.

c) Devising a policy on diversity of Board of Directors.

d) Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardof Directors their appointment and removal.

e) Whether to extend or continue the term of appointment of the Independent Directoron the basis of the report of performance evaluation of Independent Directors.

f) Such other matters as may from time to time be required by any statutorycontractual or other regulatory requirements to be attended to by such committee.

vi. CHANGES IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financialyear ended March 312019.

vii. 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. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large and Approval of the Board of Directors &shareholders was obtained wherever required. Further all the necessary details oftransaction entered with the related parties are attached herewith in Form No. AOC-2 foryour kind perusal and information. (Annexure B).

8. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

In compliance with the requirement of the Companies Act 2013 and SEBI ListingRegulations the Company has established a Whistle Blower Policy / Vigil Mechanism Policyand the same is placed on the web site of the Company viz. www.ultrawiring.com

A fraud and corruption free environment in a Company is the objective and in view ofthat a Vigil Mechanism (Whistle Blower) Policy has been adopted by the Board forDirectors and employees which is uploaded on the website of the companywww.ultrawiring.com pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. No complaint of this nature has been received by the Audit Committeeduring the year under review.

9. STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS AND FRAUD IFANY:

As per the requirements of the Companies Act 2013 the Audit Committee and the Board ofDirectors at their meeting held on 23.08.2019 Re-appointed M/S. Sanmarks & AssociatesChartered Accountants (Firm Registration No. 003343N) as Statutory Auditors of the Companyfrom the conclusion of this AGM till the conclusion of AGM to be held in 2024.

Further the report of the Statutory Auditors along with the notes is enclosed with thefinancial statements. The observations made in the Auditors' Report which containsunmodified opinion are self-explanatory and does not contain any qualification/modifiedopinion. Therefore it does not call for any further comments. Also the Auditors of theCompany have not reported any fraud as specified under Section 143(12) of the CompaniesAct 2013.

10. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act 2013 the Board of Directors had appointedM/s Abhishek J & Co Practicing Company Secretary to undertake the Secretarial Auditof the Company for the period 2018-19. The Secretarial Audit Report is attached to thisreport as "Annexure-C".

Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the Practicing Company Secretary in their reports:

Observation Explanation
Non Submission of E-Voting Results to Stock Exchange for the EGM held on 28th December 2018 within 48 hours of conclusion of meeting as required under Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Company obtained E-Voting facility during its EGM dated 28.12.2018 for passing resolution to shift its Registered office. Company filed prior intimation of the said meeting to Stock Exchange on 17.11.2018 and also submitted outcome of the meeting within 24 hours of the conclusion of meeting however it could not file the e-voting results separately to the exchange due to lack of professional guidance. It is being clarified by the management that such omission was genuinely unintentional without ulterior motive. Management will surely take extra care with such matters so that they never happen again in future and ensure that legal & secretarial compliances are always high on priorities.
Non Filing of E-Form MGT-14 to Registrar of Companies NCT Delhi & Haryana for resolution passed in Board Meeting held on 10th July 2018 to approve Financial Statements and Director Report for the Financial Year 2017-18 as required under Section 117(3) of the Companies Act 2013. The non-compliance came to notice of Management during internal due diligence of records. said default occasioned due to the fact that concerned person who was entrusted with the job of compliance was keeping unwell and did not attend the office for quite some time therefore the filing got delayed. As soon as management came to notice of the fact it acted immediately and took necessary steps to make the default good by filing Application to Central Government.

11. UPDATES ON BOARD OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP):

a) PERFORMANCE EVALUATION:

In compliance with the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the annual evaluation has been carried out bythe Board of its own performance of its committees and Directors by way of individual andcollective feedback from Directors. The Directors expressed their satisfaction with theevaluation process.

b) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board of Directors and Key Managerial Personnel are as follow.

Sr. No Name of the Director Designation
1. Mr. Sanjay Mathur Managing Director
2. Mrs. Archana Mathur Director
3. Mr. Aditya Mathur Independent Director
4. Mr. Rajindarr Ahuja Independent Director
5. Mr. Prabhat Kumar Bhatia Chief Finance Officer
6. Mr. Shivam Kaushik Company Secretary

During the year under review Mrs. Natasha Mittal resigned from the Board with effectfrom March 01 2019.

RETIREMENT OF DIRECTOR BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Sanjay Mathur (DIN: 00285032) Managing Director is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible he has offered himself for re-appointment.Accordingly the proposal for his re-appointment has been included in the Notice conveningthe Annual General Meeting of the Company.

A brief resume of Mr. Sanjay Mathur seeking re-appointment is enclosed consistingnature of expertise in specific functional areas and name of companies in which they holddirectorship and/or membership/ chairmanships of committees of the respective Boardsshareholding and relationship between directorship inter-se as stipulated under Reg. 36(3)of the SEBI (LODR) Regulations 2015 are given in the section of notice of AGM formingpart of the Annual Report.

c) CODE OF CONDUCT:

The Company has formulated a code of conduct for Board of Directors and SeniorManagerial Personnel. The confirmation of compliance of the same is obtained from allconcerned on an annual basis. All Board Members and Senior Managerial Personnel have giventheir 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 activities of the Companyits management operations and provides an overall industry perspective as well as issuesfaced by the industry. The Policy on Familiarization Programme adopted by the Board anddetails of the same are available on the Company's website under the Investors Relationssection at www.ultrawiring.com.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of thisreport and is attached as "Annexure-D".

13. MATERIAL CHANGES AND COMMITMENTS

The particulars as required under the provisions of Section 134(3) (l) followingchanges have occurred which have affected the financial position of the company occurredbetween 31st March 2019 and the date of Board's Report.

Company made an application to Regional Director; Northern Region for the purpose ofshifting its registered office from the State of Delhi to Haryana Regional Director hasconfirmed the alteration in Situation Clause of Memorandum of Association to incorporatethe change vide its order no.H50191311/13(4)/RD (NR)/2019/6059 dated 26.07.2019.

14. DEPOSITS:

As per Section 73 of the Companies Act 2013 the Company has not invited/ accepted anydeposits from the public during the year ended March 312019.

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility is not applicable to the Company as the Company does not fall under thecriteria prescribed.

16. CORPORATE GOVERNANCE:

Since the Company's securities are listed on SME Emerge Platform of National StockExchange of India Limited by virtue of Regulation 15 of SEBI (Listing Obligation &Disclosure Requirements) Regulation 2015 the compliance with the corporate governanceprovisions as specified in Regulations 17 to 27 and clauses (b) to (i) of subregulation(2) of regulation 46 and Para C D and E of Schedule V are not applicable to the Company.Hence corporate governance does not form part of this Boards' Report.

17. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has adequate internal financial control procedure commensurate with itssize and nature of business. These controls include well defined policies guidelinesstandard operating procedure authorization and approval procedures. The internalfinancial control of the company are adequate to ensure the accuracy and completeness ofthe accounting records timely preparation of reliable financial information preventionand detection of frauds and errors safeguarding of the assets and that the business isconducted in an orderly and efficient manner.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there have been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

19. RISK MANAGEMENT:

The Company has developed and implemented a Risk Management Policy which identifiesmajor risks which may threaten the existence of the Company. The same has also beenadopted by the Board and is also subject to its review from time to time.

20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has set up ComplaintsCommittee at its workplaces. No complaints have been received during the Financial Year2018-19.

21. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of directors has adopted the code of internal Procedures and Conduct forregulating monitoring and reporting trading by designated persons in accordance with theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The said codelays down guidelines and procedures to be followed and disclosures to be made whiledealing with the securities of the Company. The Code of fair disclosure of unpublishedprice sensitive information is available on the Company's website under the InvestorsRelations section at www.ultrawirinq.com.

22. PARTICULARS OF EMPLOYEE:

The Company has no employee who is in receipt of remuneration of Rs.850000/-per monthor Rs. 10200000/

- per annum and hence the Company is not required to give information under Sub Rule 2and 3 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

Disclosure under Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are disclosed in "Annexure D"

23. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Particulars required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earnings and outgo are as under: ( in Rs.)

Particulars 2018-2019
Foreign Exchange Earned 833420.00
Foreign Exchange used for Import Purchase and Capital Goods 29411053.60

24. REVIEW OF A STATEMENT ON THE USAGE OF THE PROCEEDS OF THE ISSUE:

Your Company has raised funds from Initial Public Offer (IPO) aggregating to 48160000by issuing 1376000 equity shares at 35/- per share. During the year under review yourcompany has undertaken expansion at the new plot at IMT Faridabad to manufacture couplersbulb holders fuses predominantly for automotive sector. Following is the summary ofutilization of IPO proceeds:

S.

No.

Particulars Amt. proposed (in Rs. Lakhs) Amt. utilized (Rs. In Lakhs) Upto 2018-19 Amt. utilized (Rs. In Lakhs)

In 2019-20 (upto 26/6/19)

1. For Construction & Setting up of New Unit at Plot No. 300 Sector-68 IMT Faridabad by setting up a parallel production line for manufacture of Connector and New Line for manufacturing of Blade Fuse 301.92 315.53
2. Working Capital Requirement 120.00 126.79 -
3. General Corporate Purposes 19.68 15.07 5.89
4. Issue Expenses 40.00 39.78 0.38
Total 481.60 497.17 6.27

25. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors' the Directors state that:

a. In the preparation of the Annual Accounts for the period ended March 312019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual Accounts on a going concern basis; and

e. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

26. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their appreciation and sinceregratitude to the Banker and other authorities to the Company for their valuable supportand look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees andall those who have helped in the day to day management.

FOR ULTRA WIRING CONNECTIVITY SYSTEM LIMITED

Sd/-
SANJAY MATHUR
CHAIRMAN & MANAGING DIRECTOR
DIN 00285032
Date: AUGUST 23 2019
Place: Faridabad