UMA EXPORTS LIMITED
Your Directors have pleasure in presenting 33rd Annual Report of the Companyon the its business operations and the audited accounts for the Financial Year 31stMarch 2021.
1. FINANCIAL SUMMERY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:
The Financial Results for the year ended 31st March 2021 and theCorresponding Figure for the previous year are as under:
| || || || ||(Rs.) |
|PARTICULARS || |
| ||2020-21 || ||2020-21 ||2019-20 |
|Revenue from Operations ||7026551925.00 ||6513394217.00 ||7421552152.00 ||8074803916.00 |
|Other Income ||83425059.00 ||24509483.00 ||98820844.00 ||53493887.00 |
|Total Income ||7109976984.00 ||6537903700.00 ||7520372996.00 ||8128297803.00 |
|Total Expenditure ||6947977335.00 ||6428769414.00 ||7356864810.00 ||8018648018.00 |
|Profit before tax ||161999649.00 ||109134286.00 ||163508186.00 ||109649785.00 |
|Current Tax ||41479567.00 ||30224326.00 ||41479567.00 ||30224326.00 |
|Income tax Adjustment ||-547589.00 ||314554.00 ||-2547589.00 ||314554.00 |
|Deferred Tax Adjustment ||-541302.00 ||598621.00 ||-541302.00 ||598621.00 |
|Profit after Tax ||123608973.00 ||77996784.00 ||125117511.00 ||78512284.00 |
|Basic Earnings per share ||4.95 ||3.12 ||5.01 ||3.14 |
2. RESERVE & SURPLUS:
The Company has not transferred any amount to the General Reserve for the financialyear 2020-21.
3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIRS :
Your Directors are pleased to share the exceptional operational and financialperformance of the Company even during this turbulent time of Covid-19. During the F.Y.2020-21 the Company has recorded a profit after tax of Rs.123608973/- as compared toRs.77996784/- in FY 2019-20 thereby registering a growth of 58.48% over the perviousFY. The consolidated profit after tax of the Company increased from Rs.78512284.00 inthe year 2019-20 to Rs.125117511.00/- in the year 2020-21
4. CHANGE IN THE NATURE OF BUSINESS :
There is no Change in the nature of the business / operation of the Company done duringthe year under review.
5. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT :
No material changes and commitments affecting the financial position of the Companyoccurred during the period from the end of the financial year to which the financialstatement related till the date of this report.
6. DIVIDEND :
To strengthen the financial position of the Company and to augment working capitalyour directors do not recommend any dividend for the FY 2020-21.
The Board and Committee meetings were conducted in accordance with the provisions ofCompanies Act 2013. The following were the dates of Meetings:
|Board Meeting ||Audit Committee ||Nomination and Remuneration Committee (Constituted on 15/09/2015) ||CSR Committee (Constituted on 10/04/2020) |
|10/04/2020 ||10/04/2020 || || |
|01/06/2020 || || || |
|27/08/2020 ||27/08/2020 || || |
|01/10/2020 || || || |
|07/12/2020 ||07/12/2020 ||15/03/2021 ||10/04/2020 |
|12/01/2021 || || || |
|19/01/2021 ||15/03/2021 || || |
|08/02/2021 || || || |
|15/03/2021 || || || |
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The following were Directors and Key Managerial Persons of the Company during the yearincluding the details of change in the composition of the Board:
|DIN/PAN ||Name ||Designation ||Appointment/ Cessation date |
|00335016 ||Rakesh Khemka ||^Managing Director ||07/07/2021 |
|01446332 ||*Shrawan Kumar Agarwal ||Director ||24/12/2011 |
|00334944 ||*Mukesh Kumar Khemuka ||Director ||25/07/2016 |
|07287233 ||*Sibani Dutta ||Director ||15/09/2015 |
|00335177 ||Madam Mohan Khemuka ||Additional Director ||15/03/2021 |
|AFLPK3692N ||#Rakesh Khemka ||Chief Financial Officer ||25/07/2016 |
|BCFPR7162C ||Sriti Singh Roy ||Company Secretary ||15/01/2016 |
|07246524 ||Manmohan Saraf ||Executive Director ||18/08/2021 |
|ALQPS1370N ||Manmohan Saraf ||Chief Financial Officer ||18/08/2021 |
|09227422 ||APriti Saraf ||Independent Director ||07/07/2021 |
|09228514 ||AVivek Parasramka ||Independent Director ||07/07/2021 |
|09228585 ||ASuman Agarwal ||Independent Director ||07/07/2021 |
*resigned w.e.f. 07/07/2021
#Resigned w.e.f. 18/08/2021
@Re-designated w.e.f. 07/07/2021
'''Appointed w.e.f. 07/07/2021
The Committees of the Board were re-constituted vide resolution passed at the meetingof the Board of Directors on July 7 2021 due to the change in composition of the Boardof Director. The composition of the Committees of the Board as on March 312021 were asfollows:
1. Audit Committee:
1. Sri Mukesh Khemuka
2. Sri Sibani Dutta
3. Sri Shrawan Kumar Agarwal
2. Nomination and Remuneration Committee:
1. Sri Mukesh Khemuka
2. Sri Sibani Dutta
3. Sri Shrawan Kumar Agarwal
3. Corporate Social Responsibility ("CSR") Committee:
1. Sri Rakesh Khemka
2. Sri Shrawan Kumar Agarwal
3. Ms. Sibani Dutta
9. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES :
The Company's policy relating to the Directors appointment payment of remuneration anddischarge of their duties is as per the policy formulated by the Nomination AndRemuneration Committee. The policy is also available on the website of the Company athttp://www.umaexports.net/policies.html.
10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTATED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVE :
The provision of Section 135 of the Companies Act 2013 relating Corporate SocialResponsibility (CSR) become applicable to the Company for the first time during the FY2020-21. Accordingly the CSR Committee of the Board was constituted by the Board ofDirectors in compliance with the requirement of the said section read with relevant rules.The Composition of the CSR Committee is disclosed hereinabove in the Board and Committeesection.
The CSR Policy and the Report on CSR are enclosed herewith as 'Annexure - A' forms apart of this Report. The CSR Policy of the Company is also available on the website of theCompany at http://www.umaexports.net/policies.html.
11. RISK MANAGEMENT POLICY :
The Company has developed and implemented a risk management policy which identifiesmajor risks which may threaten the existence of the Company. The Board reviews the samefrom time to time to include new risk elements and its mitigation plan. Riskidentification and its mitigation is a continuous process in our Company.
12. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY :
The Company has a subsidiary UEL International FZE U.A.E. No Joint Venture &Associate Company as on March 31 2021. Details of the same have been furnished in FormAOC-1 attached herewith as Annexure - B.
13. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY :
During the year under review no significant and material orders were passed by anyregulators or courts or tribunals impacting the going concern status and Company'soperation.
14. CHANGE IN SHARE CAPITAL :
The Company has not issued any Equity Shares during the year under review.
However the Company has vide resolution passed in Extraordinary General Meeting datedJuly 7 2021 increased the authorised capital of the Company to Rs.400000000/- dividedinto 40000000 Equity Shares of Rs.10/- each.
15. STATUTORY AUDITORS:
The Members of the Company at the Annual General Meeting held on September 28 2019had approved the appointment of M/s. Uttam Agarwal & Associates (FRN- 322455E)Chartered Accountants as the Statutory Auditors of the Company till the conclusion ofAnnual General Meeting to be held in the year 2022.
However due to casual vacancy in the office of auditor on account of resignation ofM/s. Uttam Agarwal & Associates (FRN- 322455E) w.e.f. July 7 2021 as they were notPeer Review Certificate auditors the Board in its meeting held on July 7 2021 haveappointed M/s. Mamta Jain and Associates (FRN: 328746E) as the statutory auditors of theCompany for the Financial Year 2020-21.
M/s. Mamta Jain and Associates (FRN: 328746E) being eligible the Board recommendstheir appointment for a term of five years to hold office upto the Annual General Meetingto be held in the year 2026.
16. AUDITORS' REPORTS :
The Auditors' Report does not contain any qualification or adverse remarks thus donot call for any explanation. The Notes to Accounts and Auditor's Report areself-explanatory and do not call for any further comments.
17. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Ms. ChandniMaheswari Company Secretary in Practice has conducted the Secretarial Audit of theCompany. The Report of the Secretarial Audit is annexed herewith as 'Annexure - C' andforms part of this Board's report.
With regard to observation / qualification made by the Secretarial Auditor in herreport we reply to same as under:
a. With regard to failure to report to the RBI about the incorporation of itssubsidiary in Singapore it may be noted that since the incorporation there were noinfusion or remittance of funds in the Singapore WOS. Moreover no business activitieswere undertaken by the Singapore WOS. Therefore on April 12020 the Company decided toclose down the Singapore WOS and have it struck off. The current status of Uma ExportsPte. Ltd. is that it is 'gazetted to be struck off as indicated on the business filingportal of Accounting and Corporate Regulatory Authority of Singapore (ACRA). Further theCompany have filed a letter dated August 9 2021 through authorised dealer category-I bank(AD Bank) for RBI's approval in respect of the closure of the Singapore WOS and theregularization of the aforementioned non-compliance.
b. With regard to failure to obtain registration under the ESI Act the Company hasalready applied for the registration with ESI authorities and the application is inprocess. It is expected to get the registration by September 2021.
c. With regard to the violation of certain provisions of the Companies Act 2013 andthe rules and regulations framed thereunder the Company has filed compoundingapplications with the Hon'ble NCLT Kolkata Bench and the same is pending for disposal.
Except as stated above there are no qualifications reservations or adverse remarksmade by Secretarial Auditor in his report.
18. EXTRACT OF ANNUAL RETURN :
As required pursuant to section 92(3) of the Companies Act 2013 the Annual Report isprovided on the website of the Company and can be view athttp://www.umaexports.net/annual_reports.html
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
The particulars of loans given investment made or guarantee given or security providedand the purpose for which the loan or guarantee or security is proposed to be utilized asper the provisions of Section 186 of the Companies Act 2013 are disclosed in the notes toaccount to the financial statements for the financial year 2020-21.
20. DEPOSIT :
The Company has neither accepted nor renewed any deposit during the year under review.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
The particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 entered by the Company during the financial year ended 31stMarch 2021 is annexed hereto as 'Annexure - D' in prescribed Form AOC-2 and forms part ofthis report.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIHITION AND REDRESSAL) ACT 2013 :
The Company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complain during the year 2020-21. There was no complaint pending at thebeginning or at the end of FY2020-21.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO :
The details of conservation of energy technology absorption foreign exchange earningand outgo are as follow
(a) Conservation of energy
|(i) ||The steps taken or impact on conservation of energy ||Company's operation does not consume significant amount of energy. |
|(ii) ||The steps taken by the company for utilizing alternate sources of energy. ||Not applicable in view of comments in clause (i) |
|(iii) ||The capital investment of energy conservation equipment's ||Not applicable in view of comments in clause (i) |
(b) Technology absorption
|(i) ||The effort made towards technology absorption ||NIL |
|(ii) ||The benefits derived like product improvement cost reduction product development or import substitution ||NIL |
|(iii) ||In case of imported technology (important during the last three years reckoned from beginning of the financial year ||NIL |
| ||a) The details of technology imported || |
| ||b) The year of import || |
| ||c) Whether the technology been fully absorbed. || |
| ||d) If not fully absorbed areas where absorption has not taken place and the reasons thereof || |
|(iv) ||The expenditure incurred on Research and Development ||NIL |
(C) Foreign exchange earnings and outgo
1. During the year under review following transactions was there (as perstandalone financial statements):
|Sales (earnings) ||- ||' 716820692 |
|Purchases (outgo) ||- ||' 2815352951 |
|Travelling (outgo) ||- ||' 710519 |
2. During the year under review following transactions was there (as perconsolidated financial statements)::
|Sales (earnings) ||- ||' 716820692 |
|Purchases (outgo) ||- ||' 3223525910 |
|Travelling (outgo) ||- ||' 710519 |
24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :
Yours Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to investorEducation and Protection Fund (IEPF) during the year under review.
25. MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
26. DIRECTOR'S RESPONSIBILITY STATEMENT :
The Director's Responsibility Statement referred to in clause (c) of Sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
b) The directors has 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 & loss of the company for that period.
c) The directors had 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 has prepared the annual accounts on a going concern basis; and
e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
26. ACKNOWLDGEMENTS :
The directors place on record their sincere appreciation for the assistance andco-operation extended by Bank its employees its investors and all other associates andlook forward to continue fruitful association with all business partners of the company.
| ||For and on behalf of the Board of Directors |
| ||UMA EXPORTS LIMITED |
| ||Madan Mohan Khemuka ||Rakesh Kumar Khemka |
|Date: August 23 2021 ||Director ||(Managing Director) |
|Place: Kolkata ||DIN: 00335177 ||DIN: 00335016 |