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Uni Abex Alloy Products Ltd.

BSE: 504605 Sector: Engineering
NSE: N.A. ISIN Code: INE361D01012
BSE 15:07 | 30 Sep 719.75 19.55






NSE 05:30 | 01 Jan Uni Abex Alloy Products Ltd
OPEN 727.00
52-Week high 840.00
52-Week low 516.50
P/E 11.22
Mkt Cap.(Rs cr) 143
Buy Price 702.50
Buy Qty 5.00
Sell Price 719.45
Sell Qty 1.00
OPEN 727.00
CLOSE 700.20
52-Week high 840.00
52-Week low 516.50
P/E 11.22
Mkt Cap.(Rs cr) 143
Buy Price 702.50
Buy Qty 5.00
Sell Price 719.45
Sell Qty 1.00

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

Company director report


The Members

The Directors have pleasure in presenting the Forty Eighth Annual Report together withthe Audited Accounts of the Company for the year ended 31st March 2021.



(Figures in `Lakhs)

Particulars 2020-21 2019-20
Revenue from Operations 10502.03 10242.51
Add: Other income 109.90 133.23
Total income 10611.93 10375.74
Profit / (loss) before Depreciation 2010.63 1766.04
Less: Depreciation 463.04 471.27
Profit / (Loss) Before Tax 1547.69 1294.77
Less : Income Tax for Current Year 323.68 224.55
Less: Deferred Tax adjustment 154.97 534.02
Add: Other Comprehensive Income / (Loss) (6.21) 10.72
Profit / (Loss) After Tax 1062.73 546.92
Balance brought forward 3313.28 2865.15
Profit Available for Appropriation 4376.01 3412.07
Dividend on Equity Shares 197.50* 98.75
Transferred to General Reserve NIL NIL



Your Directors recommend a dividend of `10/- per Equity share of nominal value of `10each (i.e. 100%) for the year ended 31st March 2021 as against `5.00/- (i.e.50%) paid for the previous year. The total outgo towards dividend on equity shares amountsto ` 197.50 Lakhs. Your Directors have decided not to transfer any amount to the Reservesfor the year under review.


Due to lockdown operations in first quarter of fiscal started partially from mid-Apriland continued until June with just around 50% workforce as per the government guidelines.From July onwards operations picked up momentum and second half could see the improvementin sale of the company.

However Company was able to secure most of the tenders from refineries which had gotdeferred during the previous fiscal thus strengthening the order book by end of firsthalf.

For the entire year steady orders from PSUs supported by significant growth in orderflow from other non-OEM segments Company was able to grow its order book by 63% over theprevious fiscal.

Your Company like many other businesses had to ensure that its profitability andworking capital are well managed particularly when nobody knew how the pandemic is goingto pan out both from business sustainability and human life protection perspective.Management of your company came up with plans and actions to first sustain and then growthe business in these tough pandemic times.

Owing to the traction provided by strong and consistent order flow during the yearcompany achieved highest ever sales turnover in this year at `105.02 Crs. with focusedoperational management cost optimisation initiatives working capital managementinitiatives and various process improvements your company managed to counter the impact ofinflation as well as uncertainty due to pandemic

PBIDT for the year under review is ` 21.57 Crs as against `20.18 Crs of the previousyear. Your Company reported a profit after tax of`10.63 Crs in the current fiscal asagainst`5.47 Crs during the last year.


The Company’s internal control system has been designed keeping in mind the sizeand nature of operations to ensure strict compliance with applicable legislation. YourCompany has in place adequate controls on resource utilization and provision of accurateand speedy financial statements. The 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.The Board ensures that timely measures are taken in case of any deviation from budgeting.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 Statutory Auditors.

The management information system (MIS) forms an integral part of the company’scontrol mechanism. This enables the Company to strictly adhere to all applicableprocedures laws rules and statutes.


Second wave of pandemic and consequent slowdown in various sectors of industry ishaving an impact on the order flow in the current year. However prospects of growth inagriculture and associated sectors of industry on expected normal monsoons appears to bea bright spot in the economy. This will offer opportunities for company’s business inrelated segments.

This coupled with healthy order book at beginning of fiscal places the company’sbusiness on a sound footing.

However prediction of an impending third wave and its consequential effects make yourDirectors sound a note of cautious optimism about the prospects in the current fiscal.

Company’s management under the guidance of Directors are taking various measuresand strategic approaches to ensure that we tide over the current uncertain times andstrengthen the business.


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


As a part of its commitment toward environment the Company has developed anEnvironmental Management System along with work practices to ensure high level of safetyhealth and environment standards. The Company and all its offices and factory have beenfully compliant with the Central Government and the State Government directives onlockdown to combat Covid-19. The Company's operations continue to be certified to ISO14001:2015 and OHSAS 18001:2007.


The Company has a diverse employee base with unique creative skills technicalknowledge and functional proficiency. The experienced and talented pool of employees playskey roles in enhancing business efficiency devising strategies setting-up systems andevolving business. Nurturing people is a key organisational goal and leadership mandate.

HR policies nurture a work culture that leads to employee satisfaction unflaggingmotivation and high retention rate.

Relations between employees and the management continue to remain cordial.


As on 31st March 2021 the total numbers of permanent employees on thepayrolls of the Company at all the locations was 98.


The information required pursuant to Section 197(12) read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining a copy thereof such Member mayemail to the Company in this regard.


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

The sitting fees per Board Meeting attended is Rs. 50000/- as also for each meetingof the Audit Committee attended. For attending all other Committee Meetings the fees permeeting is Rs.10000/- (except Stakeholders Relationship Committee where no fee is paid).

Sr. No. Name of Director and Designation Remuneration of Director for financial year 2020-21 Previous year's Remuneration includes sitting Fees % increase/ decrease in Remuneration over the Financial year 2019-20 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 410000 410000 0% 0.71 : 1.00 -
2 R. B. Mehta – Director 220000 100000 120% 0.38 : 1.00 -
3 A. F. Neterwala – Director 210000 160000 31% 0.36 : 1.00 -
4 P. F. Neterwala – Director 200000 50000 300% 0.34 : 1.00 -
5 M. K. Fondekar – Director 210000 200000 5% 0.36 : 1.00 -
6 H. R. Prasad – Director 440000 440000 0% 0.76 : 1.00 -
7 F. K. Banatwalla – Director 430000 430000 0% 0.74 : 1.00 -
8 J. J. Parakh - Director 410000 200000 105% 0.71 : 1.00 -
9 M. K. Mahajan - Director 110000 N.A N.A 0.19 : 1.00 -
10 K. K. Tamhaney – Executive Director & CEO 6505053 7902069 -17.7% $ 11.18 : 1.00 #

$ The Remuneration for the year 2020-21 does not include the Variable Pay and Profit21 hence the figure is not comparable on % increase on YoY basis.

# Since the Remuneration for the year 2020-21 does not include the Variable Pay andProfit share plan payout for the year 2019-20 the figures . are not comparable with thecurrent year profits


The percentage increase in remuneration of:
Executive Director & Chief Executive Officer N.A *
Chief Financial Officer 12.3%
Company Secretary N.A #
Median remuneration of employees 7.5%
Number of permanent employees on the rolls of company 98 (As on 31st March 2021)
Average percentage increase made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2020-21. 8.6%
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.

* The Variable Pay and Profit share plan payout for the year 2019-20 payable in FY2020-21 are yet to be paid hence the percentage increase cannot be computed.

# joined w.e.f. 14th May 2020


a) In terms of the provisions of Section 149 150 152 and other applicable provisionsof the Companies Act 2013 and the Rules made thereunder:

i. Appointment of Mr. M. K. Mahajan as an Independent Director was approved by theShareholders for the term of three years w.e.f. 11 first th November 2020 byPostal Ballot Process through remote e-voting on 28th January 2021 to holdoffice up to 10.11.2023.

ii. Appointment of Mr. K. K. Tamhaney the CEO of the Company as the Executive Director& CEO was approved by the Shareholders of the Company by Special Resolution w.e.f. 11thNovember 2020 for a period of three years by Postal Ballot Process through remotee-voting on 28th January 2021.

b) Pursuant to the provisions of Section 152(6) of the Companies Act 2013 and theRules made thereunder Mr. A. F. Neterwala and Mr. R. B. Mehta retire by rotation at theensuing General Meeting and are eligible for reappointment.

c) Pursuant to the Provisions of Regulation 17(IA) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 a specialresolution for continuation of Directorship of Mr. R. B. Mehta (DIN: 00057570) as aNon-Executive Director of the Company beyond the age of 75 years with effect from 12thJune 2021 was approved by the Shareholders at the Annual General Meeting held on 28thSeptember 2020.

d) Pursuant to the provisions of Regulation 17(IA) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 there-appointment of Mr. J. J. Parakh Independent Director of the Company for a second termof 5 (five) years whose term shall expire on 9th February 2022 is proposed forthe approval of members at the ensuring General Meeting. Further approval is also soughtfor continuation of his term of office on his attainment of 75 years of age on 1 stOctober 2024 during his second term of office as an Independent Director.


In terms of the provisions of the Companies Act 2013 as applicable to ListedCompanies the following Committees of the Board have been duly constituted.

I. Audit Committee:

The Audit Committee Members as at 31st March 2021 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. J. J. 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;

- Related party transactions;

- 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 2020-21 4 Meetings of the Audit Committee were held.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as at 31st March 2021 comprisedof:

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

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

During the year 2020-2021 two meetings of the Nomination and Remuneration Committeewere held.

III. Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee as at 31st March2021 is as under:

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. J. J. Parakh Independent Director

The Committee meets as often as necessary. In accordance with the authority granted bythe Board the Stakeholders Relationship Transfer Committee deals with the followingmatters concerning shareholders on fortnightly basis:

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

- Split/Sub-division consolidation and Issue certificateof physicalduplicate shares.Re-materialization of Shares.

IV. Corporate Social Responsibility Committee (CSR):

The composition of the CSR Committee as at 31st March 2021 is as under:

Name of the Director Category
Mr. F. D. Neterwala Non-Executive Director & Chairman
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 its approval. One meeting of the CSR Committee was held during the year.


During the period from 1st April 2020 to 31st March 2021 fourmeetings of the Board were held as under:

- 29th June 2020

- 18th August 2020

- 11th November 2020

- 11th February 2021


The formal procedure for evaluation by the Board of its own performance and that of itsCommittee and Individual Directors was done.

The meeting of the Independent Directors of the Company was held on 11thFebruary 2021.


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 31st March 2021 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 were operating

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


During the year under review Mr. K. K. Tamhaney CEO and Key Managerial Personnel ofthe Company was appointed as the whole-time Director designated as Executive Director& CEO w.e.f. 11th November 2020 based on the recommendation of theNomination and Remuneration Committee by the Board of Directors. The shareholders hadaccorded their approval for appointing Mr. K. K. Tamhaney as the Executive Director &CEO of the Company vide Postal Ballot remote e-voting process on 28th January2021. Further Mr. Tamhaney acts as the Occupier under the Factories Act 1948 for theCompany’s factory located at Dharwad. Pursuant to the provisions of Section 203 ofthe Companies Act 2013 Mr. Bhautesh Shah was appointed as the Company Secretary andCompliance Officer with effect from 14th May 2020 by the Board of Directors.


Pursuant to the provision of Section 134 (3) (a) of the Companies Act 2013 an abstractof the Annual Return for 2020-21 in the prescribed format is attached (Annexure I)and forms 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 to the effect that he meetsthe criteria of Independence as provided in Section 149 (6) of the Companies Act 2013.


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 Director and his remuneration orappointment of an Independent Director would be based on the policy that is being evolved.


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 8 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. All loans given guarantees andInvestments are made in compliance with Section 186 of the Companies Act 2013.


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 no significant related materially party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

Members may refer to note no. 38 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 (A) and is an integral part of this Report.


The Board of Directors has identified risks and steps to mitigate the same if and whenneed arises. However the executive Management has an adequately defined framework for riskmanagement. The Company like all business in the country is exposed to business andeconomic risk arising out of market conditions vagaries of monsoon and force majeureevents like Covid-19.


The Annual Report on CSR activities in term of the provisions of Companies (CorporateSocial Responsibilities Policy) Rules 2014 is at Annexure II (B) and is anintegral part of this Report.


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 are generally complied with. A separate report on Corporate Governanceis attached as a part of the Annual Report along with the Auditors' certification on itscompliance.


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


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 2020-21.

- No of complaints received: NIL

- No of complaints disposed off: NIL


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 hadreceived their written consent and certificate that they satisfy the criteriaprovided under Section 141 of the Act and that the appointment if made shall be inaccordance with 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 2020-21 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 three Internal Audit Runs which is commensurate withthe size of the Company and nature of its business.


The Company had appointed M/s. P. Naithani and Associates a firm of Practicing CompanySecretaries to undertake the Secretarial Audit of the Company. The Secretarial AuditReport for the FY 2020- 21 is annexed herewith as

Annexure III. There are no reservations or qualifications made in the Audit Report.

The Company has obtained a Secretarial Compliance Report pursuant to Regulation 24 (A)of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 for FY 2020-21which is annexed herewith as Annexure IV. There are no reservations orqualifications made in this report.

The Company has obtained certificate pursuant to Regulation 34(3) and Schedule Vpara C clause 10(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 certifying that none of the Directors of the Company is barred or disqualified forbeing appointed as Director for the Financial Year ending 31st March 2021. Thesame is annexed herewith 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 and Associates a firm of Practicing Company Secretaries toundertake the SecretarialAudit of the Company for F.Y. 2021-22.


The worldwide pandemic Covid-19 started impacting India towards the end of February2020 and its severity increased alarmingly endangering the life of people. To mitigatethe impact of the pandemic and minimize loss of human lives the Central Governmentenforced national lockdown of people in their homes which resulted in shutdown of allmanufacturing and commercial operations and activities barring those most essential tolife operations and services. extended from The initial lockdown of over five time to timeas the situation warranted. The lockdown was selectively and gradually relaxed but nottotally lifted nationwide. The pandemic has crippled economies worldwide and there is noknowing when these would be up on their feet and running.


Your Directors place on record their appreciation of the continued support andcooperation 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.

Your Directors take this opportunity to place on record on their behalf as well as onbehalf of the stakeholders their appreciation and gratitude to the Central and StateGovernments Municipal Corporations Medical fraternities Police and Security forcesCleaning and Sanitation staff and all agencies and their employees for their yeomenefforts in battling Covid-19 even at the risk of their own lives.


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: 27th May 2021. Chairman
DIN: 00008332