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Uni Abex Alloy Products Ltd.

BSE: 504605 Sector: Engineering
NSE: N.A. ISIN Code: INE361D01012
BSE 00:00 | 05 Jun 371.00 0






NSE 05:30 | 01 Jan Uni Abex Alloy Products Ltd
OPEN 371.00
52-Week high 582.85
52-Week low 338.00
P/E 5.24
Mkt Cap.(Rs cr) 73
Buy Price 371.00
Buy Qty 5.00
Sell Price 388.75
Sell Qty 10.00
OPEN 371.00
CLOSE 371.00
52-Week high 582.85
52-Week low 338.00
P/E 5.24
Mkt Cap.(Rs cr) 73
Buy Price 371.00
Buy Qty 5.00
Sell Price 388.75
Sell Qty 10.00

Uni Abex Alloy Products Ltd. (UNIABEXALLOY) - Director Report

Company director report


The Members

The Directors have pleasure in presenting herewith their Forty Sixth Annual Reporttogether with the Audited Accounts of the Company for the year ended March 31 2019.



(Figures in Rs. Lakhs)

Particulars 2018-19 2017-18
Gross Sales 8986.07 8234.35
Less: Excise Duty - 136.84
Net Sales 8986.07 8097.51
Add: Other income 77.63 223.14
Total income 9063.70 8320.65
Profit before Depreciation 1315.09 661.40
Less: Depreciation 467.14 498.02
Profit before Tax 847.95 163.38
Less: Exceptional items - -
Less: Income Tax for Current Year - -
Less: Income Tax adjustment for previous years - 26.47
Less: Deferred Tax adjustment (92.99) -
Less: Other Comprehensive Loss 3.13 0.69
Profit After Tax 937.81 136.22
Balance brought forward 2105.92 2005.36
Profit Available for Appropriation 3043.73 2141.58
Proposed Dividend on Equity Shares 138.25 29.63
Dividend Tax on the above 28.42 6.03
Transferred to General Reserve NIL NIL


Your Directors recommend a dividend of Rs. 7.50/- per Equity share of nominal value ofRs. 10 each (i.e. 75 %) for the year ended March 31 2019 as against Rs. 1.50/- (i.e. 15%)paid for the previous year. The total outgo towards dividend on equity shares togetherwith dividend tax amounts to Rs. 166.67 Lakhs.


The capital goods sector showed some recovery during the year. However the OEM segmentshowed remarkable growth of 29% during the year under review. Your Company achieved itshighest ever order booking in its history as also for the non OEM segments. Your Companyhas established itself in the MRO business in the domestic segment and going forward theCompany is making efforts to make inroads in the global markets as well. Asignificantgrowth was witnessed in both domestic and export market segments. Despite thepressure of rising material prices your Company could mitigate the cost impact byeffective capacity utilization cost reduction initiatives and better product mix. PBIDTfor the year under review is Rs. 16.97 Crs as against Rs. 9.43 Crs of the previous year.

Your Company reported a profit after tax ofRs. 9.38 Crs in the current fiscal asagainstRs. 1.35 Crs during the last year.

WORKING CAPITAL MANAGEMENT: ratios of the Company include Net Working Capital toSale of 33.50% (PY 21.44%) Inventory Thesignificant to Sales of 26.23% (PY 20.71%)Receivables to Sales of 26.14% (PY 25.49%)

Debtors' Turnover was 4.04 Inventory Turnover was 1.72 Interest Coverage was 3.21Current Ratio 1.10 Debt Equity was 0.60. Significant improvement in Opeating ProfitMargin which was 19% and Net Profit Margin was 10% as against previous year 9% and 2%respectively.


The Company has an adequate system of internal controls in all spheres of itsoperations which are commensurate with the size and the nature of its business. YourCompany has in place adequate controls on resource utilization and provision of accurateand speedy financial statements. Your Company ensures compliance with policies andprocedures and other statutory and legal obligations on an ongoing basis. Your Company'sInternal Financial Controls on its entire processes have been vetted by the StatutoryAuditors. Internal control is supplemented by effective and independent internal audit.Management regularly reviews the findings of the Internal Auditors and ensures effectiveimplementation of suggestions/observations of the Internal Auditors. In addition theAudit Committee of the Board regularly addresses significant issues raised by the Internaland the StatutoryAuditors.


The Company during the year was successful in developing some new customers andproducts in Europe and expects to expand its portfolio in both domestic and exports marketfor its future growth. The Company is looking forward for an improvement in the domesticdemand due to several infrastructure projects expected to be undertaken by the newGovernment. This will revive industrial growth in the capital goods sector and benefit us.The Company plans to target new product addition new customer acquisitions and extendedgeographical reach.


The Company has set high benchmarks on quality and on time delivery providingcompetitive edge in current business scenario. The Company's operations continued to becertified to ISO 9001:2015.


As part of its commitment towards environment the Company has developed anEnvironmental Management System along with workplace practices to ensure high level ofsafety health and environmental standards. The Company's operations continued to becertified to ISO 14001:2015 & OHSAS 18001:2007.


Skill development and training both behavioral and domain based are ongoing exercisesthrough focused HR processes. Relations between employees and the management continue toremain cordial.


As on 31st March 2019 the total numbers of permanent employees on thepayrolls of the Company at all the locations were 100. The ratio of the remuneration ofeach Director to the median employee's remuneration and other details in terms ofsub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:


1. Name of the Employee K. K. Tamhaney
2. Designation of the Employee Chief Executive Officer
3. Remuneration received 7087060
4. Nature of employment Full time
5. Qualifications and Experience of the employee B. Tech (Metallurgical Engineering)
6. Date of commencement of employment 10.09.2009
7. The age of employee 56
8. The last employment held by such employee before joining the Company GM – Operations - Mahindra Hinoday Industries Limited
9. The percentage of equity shares held by the employee in the Company NIL
10. Whether any such employee is a relative of any director or manager of the Company NIL


The ratio of the remuneration of each director to the median remuneration of theemployees

Name of Director/ KMP and Designation Remuneration of Director/ KMP for financial year 2018-19. Previous year's Remuneration includes sitting Fees % increase/ decrease in Remuneration in the Financial year 2017-18 Ratio of Remuneration of each Director to median remuneration of employees Comparison of the remuneration of the KMP against the performance of the Company
1 F. D. Neterwala – Chairman 400000 450000 -11.11% 0.77 : 1.0 -
2 R. B. Mehta – Director 120000 260000 -53.85% 0.23 : 1.0 -
3 A. F. Neterwala – Director 200000 150000 33.33% 0.38 : 1.0 -
4 P. F. Neterwala – Director 100000 200000 -50.00% 0.19 : 1.0 -
5 M. K. Fondekar – Director 200000 250000 -20.00% 0.38 : 1.0 -
6 H. R. Prasad – Director 430000 520000 -17.31% 0.82 : 1.0 -
7 F. K. Banatwalla – Director 430000 520000 -17.31% 0.82 : 1.0 -
8 M. P. Bharucha* – Director 50000 150000 -66.67% 0.10 : 1.0 -
9 Jimmy Parakh – Director 410000 410000 NIL% 0.79: 1.0 -

*Mr. M. P. Bharucha resigned as a Director wef 21.11.2018.

The sitting fees for attending the Board Meeting of Rs. 50 000/- For attending AuditCommittee Rs. 50000/-. For attending all the Committee Meetings is Rs. 10000/- (exceptStakeholders Relationship Committee – NIL).


The percentage increase in remuneration of:
Chief Executive Officer 13.02%
Chief Financial Officer 12.05%
Company Secretary 10.00 %
Median remuneration of employees 5.26Lakhs
Number of permanent employees on the rolls of company 100
Explanation on the relationship between average increase in remuneration and company performance The average increase in median remuneration was in line with the increase of salary in the industry.
Comparison of the remuneration of the Key Managerial personnel against the performance of the company Sales and Operating Income for the year ended March 31 2019 is Rs. 90.63 Crore and PBIDT is Rs. 16.97 Crore.
Detailsof%increaseofKMPhasbeenstatedabove.Increase in the remuneration of KMP is in line with prevailing scales for similar positions in the industry and commensurate with the operating income and & performance of the Company under severe constraints.
Variations in the market capitalization of the Company price earnings ratio as at the closing date of the current financial year and previous financial year earnings ratio of the Company as at March 31 2019 and as Percentage increase/decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer The market capitalization as on March 31 2019 was Rs. 85.9125 Crore (Rs. 117.11 Crore as on March 31 2018) price at March 31 2018 was 9.13 and 86.19 respectively. The Company has not made any public issue or rights issue of securities in the recent past so comparison have not been made of current share price with public offer price.
Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2018-19. The Company's shares are listed on the BSE Limited. 11.7 %
Average percentage increase in the managerial remuneration compared to average percentage increase in average salary of other employees. Not Applicable as there is No Executive Director.
Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration Not Applicable as there is No Executive Director.
The key parameters for any variable component of remuneration availed by the Directors There are no variable component of remuneration availed by the Directors.
The ratio of the remuneration of the highest paid Director to that of the employees who are not Not applicable
Directors but receive remuneration in excess of the highest paid Director during the year remuneration Affirmation is as per the remuneration policy of the company It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors Key Managerial Personnel and other employees.


(i) In terms of the provisions of Sections 149 150 152 and other applicableprovisions of the Companies Act 2013 and the Rules made thereunder Mr. H. R. Prasad Mr.M. P. Bharucha and Mr. F. K. Banatwalla (Independent Directors) have been appointed atthe 41st Annual General Meeting of the Company held on 20th August2014 to hold office as Independent Directors of the Company for a period of 5 years i.e.upto 31 st March 2019. Mr. M. P. Bharucha resigned as a Director of theCompany with effect from 21.11.2018 citing his personal reasons. Mr. H. R. Prasad and Mr.F. K. Banatwalla (Independent Directors) were reappointed as Independent Directors for 2ndterm of 5 years commencing from 01.04.2019 to 31.03.2024 by passing a Special Resolutionapproved by the Members of the Company Postal Ballot.

Mr. J. J. Parakh (Independent Director) was appointed in the 44th AnnualGeneral Meeting of the Company held on 4th August 2017 to hold office asIndependent Director of the Company for a period of 5 years i.e. upto 31stMarch 2022

(ii) Pursuant to the provisions of Section 152 (6) of the Companies Act 2013 and theRules made thereunder Mr. A. F. Neterwala (DIN: 01418744) and Mr. R. B. Mehta (DIN:00057570) retire by rotation at the ensuing Annual General Meeting.

(iii) Pursuant Section 149 (6) and all other applicable provisions of the CompaniesAct 2013 and the rules made thereunder Mr. M. K. Fondekar (DIN: 01089689) who wasappointed as a Professional Director of the Company on 20th August 2015 who was liable toretire by rotation; meets the criteria for being appointed as an Independent Director ofthe Company for a period of 5 years commencing from 08.08.2019 to 07.08.2024 subject toapproval of the Members of the Company at the ensuing General Meeting.


In terms of the Provision of the Companies Act 2013 as applicable to Listed Companiesthe following Committees of the Board have been duly constituted

I. Audit Committee:

The Audit Committee Members as at March 31 2019 comprised of:

Name of Director Category
Mr. F. K. Banatwalla Chairman & Independent Director
Mr. F. D. Neterwala Promoter – Non Executive Director
Mr. H. R. Prasad Independent Director
Mr. Jimmy Parakh Independent Director

The information generally provided to the Committee for its consideration and approvalsinclude:

- Quarterly half yearly and annual financial results of the Company and performancereport on its business segments;

- annual budget and performance targets;

- appointment of statutory and internal auditors;

- appointment of key managerial personnel;

- review of foreign exchange exposures and exchange rate movement if material;

- contracts in which Director(s) are interested or deemed to be interested;

- Defaults in payment of statutory dues if any;

- compliance of various laws and Indian Accounting Standards – IND-AS;

- Any remarks/ observances/ findings made by the Statutory and InternalAuditors of theCompany;

- Making of loans and investment of surplus funds;

- whistle blower policy /vigil mechanism

During the Financial Year 2018-19 4 Meetings of the Audit Committee were held.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as at March 31 2019 comprised of:

Name of Director Category
Mr. H. R. Prasad Chairman & Independent Director
Mr. R. B. Mehta Promoter – Non Executive Director
Mr. F. K. Bamnatwalla Independent Director

The Committee frames the Remuneration Policy and recommends remuneration / revision /merit increment and related matters of the Executive Director Chief Executive OfficerChief Financial Officer Company Secretary and Senior Executives.

During the year 2018-2019 2 Meeting of the Nomination and Remuneration Committee wereheld.

III. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee as at March 31 2019 is asunder:

Name of the Director Category
Mr. F. D. Neterwala Non-Executive Director
Mr. R. B. Mehta Non-Executive Director
Mr. A. F. Neterwala Non-Executive Director
Mr. Jimmy Parakh Non-Executive Independent Director
(appointed on 13.11.2018)

The Committee meets as often as necessary. In accordance with the authority granted bythe Board/Share Transfer Committee deals with the following matters concerningshareholders on fortnightly basis.

- Transfer/Transmission/Deletion/Name change of physical shares

- Split/Sub-division consolidation and duplicate share certificates of physical sharesas approved by the Board.

Re-materialisation of Shares.

IV. Corporate Social Responsibility Committee (CSR):

Pursuant to the provisions of the Section 135 of the Companies Act 2013 and the rulesmade thereunder regarding Corporate Social Responsibility became applicable to theCompany. The composition of the CSR Committee as at March 31 2019 is as under:

Name of the Director Category
Mr. F. D. Neterwala Non-Executive Director
Mr. H. R. Prasad Independent Director
Mr. A. F. Neterwala Non-Executive Director

The Committee frames the CSR Policy of the Company; identifiesthe projects which theCompany can undertake towards the CSR initiatives and recommends the same to the Board ofDirectors for their approval. Mr. M. S. Ashar Company Secretary functions as theSecretary to all the above Committees.


During the period from 1st April 2018 to 31st March 2019 FourMeetings of the Board were held as under:

- 23rd May 2018

- 13th August 2018

- 13th November 2018

- 11th February 2019


The formal evaluation procedure for evaluation by the Board of its own performance andthat of its Committee and Individual Directors was done The meeting of the IndependentDirectors of the Company was held on 28th May 2019.


Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Directorsbased on the representations received from the Operating Management confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

(b) In consultation with the Statutory Auditors appropriate accounting policies havebeen selected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2019 and of the profit for year ended on that date;

(c) To the best of their knowledge and ability proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the applicableprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities if any;

(d) The annual accounts have been prepared on a going concern basis.

(e) The Directors have laid down internal financial controls in respect of policies andprocedures adopted by the Company for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safe guarding of its assetsthe accuracy and completeness of the accounting records and timely preparation of reliablefinancial information and such internal controls are adequate and are operatingeffectively.

(f) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.


Pursuant to the provision of Section 134 (3) (a) of the Companies Act 2013 an abstractof the Annual Return for 2018-19 in the prescribed formation is attached (Annexure I) andforms an integral part of the Report.


Pursuant to Section 149 (7) of the Companies Act 2013 each of the Independent Directorof the Company has given a declaration at the Board Meeting of the Company held on 28thMay 2019 (being the first Board Meeting of the financial year 2019-20) to the effect thathe meets the criteria of Independence as provided in Section 149 (b) of the Companies Act2013.


The Nomination and Remuneration Committee of the Board is evolving a policy onappointment and remuneration and other matters as provided in Section 178 (3) of theCompanies Act 2013. Any further appointment of Executive Directors and his remunerationor appointment of an Independent Director would be based on the policy that is beingevolved.


The Company has not provided any loans or given any guarantee / security to any person.

Details of Working Capital facilities and Term Loans obtained by the Company areprovided in the Notes no. 22 and 19 in the Notes to financial statement. Details ofinvestment made by the Company are provided in Note no 7 in the Notes to FinancialStatements under Investment Schedule. These Investments are made by the Company inordinary course of business out of the surplus funds presently available with theCompany with a view to get an effective return.


Your Company has formulated a policy on related party transactions. This policy dealswith the review and approval of related party transactions. The Board of Directors of theCompany has approved the criteria for making the omnibus approval by the Audit Committeewithin the overall framework of the policy on related party transactions. Prior omnibusapproval is obtained for related party transactions which are of repetitive nature andentered in the ordinary course of business and at arm's length. All related partytransactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the Financial Year were in ordinarycourse of the business and on arm's length basis. No material related party transactionswere entered during the Financial Year by your Company. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOC 2 is not applicable to your Company.

There are nosignificantrelated materially party transactions made by the Company withPromoters DirectorsKey Managerial Personnel or other designated persons which may have apotential conflict with the interest of the Company at large.

Members may refer to note no. 36 to the financial statement which sets out relatedparty disclosures pursuant to IND- AS - 24.


The particulars required to be disclosed pursuant to Section 134 (3) of the CompaniesAct 2013 read with rule 8 of the Companies (Accounts) Rule 2014 are given in AnnexureII and is an integral part of this Report.


The Board of Directors has identified and mitigated risks that may arise. However theexecutive Management has an adequately defined framework for risk management. The Companylike all business in the country is exposed to business and economic risk arising out ofmarket conditions and vagaries of monsoon.


The Company has formed a Committee of the Board of Directors which have been entrustedwith the powers to identify the CSR activities. The Committee has shortlisted certainprojects. Due to the loss in the in FY 2015-16 2016-17 and profit after tax of Rs. 1.35Crore in FY 17-18; provisions of Section 135 of the Companies Act 2013 are not applicableto the Company and hence the Company has not incurred any expenditure towards the CSRactivity.


As per circular No. CIR/CFD/POLICY/CELL/7/2014 dated 15th September 2014 thecompliance with the provisions of Regulation 27 of SEBI (Listing Obligation &Disclosure Requirements) 2015 is not mandatory for the Company. Nevertheless the Companyhas been complying the provisions on voluntary basis.

The Company has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance as prescribed under the SEBI (Listing Obligation & DisclosureRequirements) 2015 of the Bombay Stock Exchange Limited with which the Company is listedare complied with. A separate report on Corporate Governance is attached as a part of theAnnual Report along with the Auditors' statement on its compliance.


The Board of Directors of the Company has established a robust vigil mechanism processand to govern the same well defined whistle blower policy has been adopted by the Company.


The Company has in place an Anti-Sexual Harassment Policy since 2009 as per the SupremeCourt Guidelines which is in line with the requirements of The Sexual Harassment of Womenat the Workplace (Prevention Prohibition & Redressal) Act 2013. Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. The following is a summary of sexual harassment complaints received anddisposed off during the year 2018-19.

- No of complaints received: NIL

- No of complaints disposed off: N.A.


As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 The Members of the Company at the 44th Annual GeneralMeeting of the Company held on 4th August 2017 had appointed Messrs. WalkerChandiok and Company LLP (Firm Registration No. 001076N/N500013) as Statutory Auditorsof the Company to hold office for a period of 5 (Five) consecutive financial years fromthe conclusion of the Forty Fourth Annual General Meeting of the Company until theconclusion of the Forty Ninth Annual General Meeting of the Company. The Company hasreceived their written consent and a certificate that they satisfy the criteria providedunder Section 141 of the Act and that the appointment if made shall be in accordancewith the applicable provisions of the Act and rules framed thereunder.

The Report given by Messrs. Walker Chandiok and Company LLP (Firm Registration No.001076N/N500013) as Statutory Auditors of the Company on the financial statement of theCompany for the year 2018-19 is part of the Annual Report. There has been noqualification reservation or adverse remark or disclaimer in their Report.

During the year under review the Auditors had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.


M/s. Engineer & Mehta Chartered Accountants Mumbai are the Internal Auditors ofthe Company. In a year they carry out 3 Internal Audit Runs which are is commensurate withthe size of the Company and nature of its business.


The Company had appointed M/s. Kaushik M. Jhaveri & Co. a firm of PracticingCompany Secretaries to undertake the Secretarial Audit of the Company. The SecretarialAudit Report for the FY 2018 – 19 is annexed herewith as "Annexure III There areno reservations or qualifications made in the

The Company has obtained a Secretarial Compliance Report pursuant to Regulation 24A ofSEBI (Listing Obligation and Disclosure requirement) Regulation 2015 for FY 2018-19 isannexed herewith as Annexure IV. There are no reservations or qualification made in thisreport.

The Company has obtained certificate pursuant to Regulation 34(3) and schedule V para Cclause 10(i) of SEBI(Listing Obligation and Disclosure requirement) Regulation 2015 forcertifying that none of the Directors of the Company are debarred or disqualified forbeing appointed as a Director for the Financial yera ending 31st March 2019 isannexed here with as Annexure V.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. P. Naithani & Associates a firm of Practicing Company Secretaries toundertake the SecretarialAudit of the Company for FY 2019-20.


Your Directors place on record their appreciation of the continued support andco-operation extended to the Company by the Central and State Government agencies and byour Shareholders Customers Suppliers Bankers Employees at all levels Employee's Unionand other Business Associates.


Certain statements in the Director's Report and Management & Discussion Analysissection may be forward looking and are stated as required by applicable laws andregulations. Many factors may affect the actual results which could be different fromwhat the Directors envisage in terms of future performance and outlook.

On Behalf of the Board of Directors
Place: Mumbai F. D. Neterwala
Date: 28th May 2019. Chairman