Uniroyal Industries Limited
Your Directors are pleased to present the 24th Annual Report and the Company's auditedaccounts for the financial year ended March 31 2017.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31 2017 is summarisedbelow:
| ||Consolidated ||Standalone |
|Particulars ||Financial Year Ended 31.03.17 ||Financial Year Ended 31.03.16 ||Financial Year Ended 31.03.17 ||Financial Year Ended 31.03.16 |
|Sales/Income from operations ||5262.05 ||5062.61 ||2583.77 ||2238.69 |
|Other operating Income ||65.17 ||13.36 ||62.71 ||4.70 |
|Total Income ||5327.22 ||5075.97 ||2646.48 ||2243.39 |
|Total Expenditure ||4787.19 ||4564.32 ||2208.65 ||1807.24 |
|Interest ||191.87 ||195.42 ||127.67 ||132.35 |
|Gross Profit after interest but before Depreciation & Tax ||348.16 ||316.23 ||310.16 ||303.81 |
|Depreciation ||208.08 ||201.26 ||198.29 ||192.60 |
|Profit Before Tax ||140.08 ||114.97 ||111.87 ||111.21 |
|Provision for Tax || || || || |
|-Income Tax ||49.36 ||25.17 ||41.71 ||24.71 |
|-Tax Adjustments ||0.53 ||1.79 ||0.27 ||0.31 |
|-Deferred Tax Liability ||11.26 ||11.98 ||10.53 ||11.28 |
|Net Profit ||78.93 ||76.03 ||59.36 ||74.91 |
|Proposed Dividend ||0.00 ||0.00 ||0.00 ||0.00 |
|Carried to Balance Sheet ||78.93 ||76.03 ||59.36 ||74.91 |
|Paid up equity share capital ||826.87 ||826.87 ||826.87 ||826.87 |
|Reserves & Surplus ||775.25 ||696.32 ||727.87 ||668.51 |
2. REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
Total income from operations (Net of excise) increased from Rs. 2243.39 lacs to Rs.2646.48 lacs thereby registering an increase of 17.96% despite the business environmentduring the year no so good. However Profit before tax registered just a marginal increaseof Rs. 0.66 lacs and just increased to Rs. 111.87 from Rs. 111.21 in previous year due topricing pressure. Consolidated total income increased from Rs.5075.97 lacs to Rs. 5327.22lacs and consolidated Net Proft after Tax increased from Rs. 76.03 lacs to Rs. 78.93 lacs.With the additional capacity coming into operation in May 2017 the company is hopeful ofachieving higher sales and increased profitability in the ensuing year.
In order to conserve resources for meeting the Company's expansion plans the Directorsof your Company express their inability to recommend any dividend for the Financial Year2016-17.
4. AMOUNT CARRIED TO RESERVES
The profit earned by the company are standing in the profit and loss account of thecompany and no amount has been transferred to general reserve during the year underreport.
5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OFREPORT.
No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
7. ENERGY CONSERVATION AND TECHNOLOGY ABSORTION FOREIGN EXCHANGE EARNING AND OUT GO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as follows :
|(A) Conservation of Energy || |
|i) The steps taken or impact on conservation of energy ||NIL |
|ii) The steps taken for utilizing alternate sources of energy ||NIL |
|iii) The capital investment on energy conservation equipments ||NIL |
|(B.) Technology Absorption || |
|i) The efforts made towards technology absorption ||NIL |
|ii) The benefits derived like product improvement cost reduction product development or import substitution ||N.A. |
|iii) In case of imported technology(imported during the last 3 years reckoned from the beginning of the Financ ial Year) ||N.A. |
|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 Developm ent ||NIL |
|(C)Foreign Exchange Earnings and outgo || |
|i) The foreign exchange earned in terms of actual inflows during the year ||RS. 7401830 |
|ii) The foreign exchange outgo during the year in terms of actual outflows ||RS. 989709 |
8. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Your Directors draw attention of the members to Note 10 to the financial statementwhich sets out related party disclosures.The particulars of Contracts or Arrangements madewith related parties made pursuant to Section 188 are annexed to this Board report in FormAOC-2 as Annexure - I.
11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to selection and appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in Annexure-IIA & IIB and is attached to this report.
12. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Form MGT-9and is attached as Annexure-III to this Report.
13. BOARD MEETINGS
The Company had seven Board meetings during the financial year under review.
The Company has neither accepted nor renewed any deposits during the year under review.
15. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
16. AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
a. Mr. Anirudh Khullar
b. Mr. Sushil Gupta
c. Mr. Akhil Mahajan
The Audit Committee consists of two independent Directors viz. Mr. Anirudh Khullar andMr. Sushil Gupta and one executive director Mr. Akhil Mahajan.
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.
(A) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
(B) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
(C) BONUS SHARES
No Bonus Shares were issued during the year under review.
(D) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
18. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder schedule V of the SEBI (LODR) regulations 2015 is presented in a separate sectionforming part of the Annual Report.
19. SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review no company have become or ceased to be Company'ssubsidiaries joint venture or associate company. The company has only one 100% subsidiarycompany particulars of which are attached in Form AOC-1. The Annual Report contains theconsolidated financial statements of the holding company and its subsidiary duly auditedby the statutory auditors and the said financial statements have been prepared in strictcompliance with applicable Accounting Standards and Listing Agreement. The consolidatedFinancial Statements presented by the company include financial results of the subsidiarycompany. A statement in respect of the subsidiary giving the details of capital reservestotal assets and liabilities details of investments turnover profit before taxationprovision of tax profit after taxation and proposed dividend is attached to this report.The company will make available the Annual Accounts of the subsidiary company and otherrelated information to any member of the company who is interested in obtaining the same.The annual accounts of the subsidiary company are available for inspection at theregistered office of the company and that of the respective subsidiary between 11.00 A.Mto 1.00 P.M on all working days.
20. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.
21. LISTING STATUS OF SHARES
Shares of your company are listed on The Stock Exchange Mumbai. Your company is regularin paying annual listing fees to the concerned stock exchange. There was no change inAuthorised/Paid up capital during the year.
The Board consists of Executive and Non executive Directors including independentDirectors who have varied experience in different disciplines of corporate functioning. Inaccordance with the provisions of the Act and the Articles of Association of the CompanyMrs. Rashmi Mahajan Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible have offer herself for re-appointment. The Boardrecommends the appointment of Mrs. Rashmi Mahajan Director of the company liable to retireby rotation.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.
23. AUDITORS AND AUDITOR'S REPORT
M/s A G P R S & Associates Chartered Accountants Statutory Auditors of theCompany hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment. They have confirmed their eligibility to the effect thattheir re appointment if made would be within the prescribed limits under the CompaniesAct 2013 and that they are not disqualified for re appointment. The Board recommendstheir re appointment as auditors of the company for the financial year 2016-17.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark
24. COST AUDITORS AND COST AUDITOR'S REPORT
Cost audit is not applicable to the company for Financial Year 2016-17.
25. SECRETARIAL AUDITOR AND SCERETARIAL AUDITOR'S REPORT
The Board has appointed Mr. Manish Aggarwal Practising Company Secretary (M. No.7055) to conduct Secretarial Audit for the financial year 2016-17. The Secretarial AuditReport for the financial year ended March 31 2017 is annexed herewith this Report. Copyof the Secretarial Audit Report in Form MR-3 issued by the practicing company secretary isenclosed as Annexure IV.
26. INTERNAL CONTROL SYSTEM
The company's internal control system is commensurate to the size and nature of itsbusiness and it ensures timely and accurate financial reporting in accordance with theapplicable accounting standards; optimum utilization efficient monitoring timelymaintenance and safety of assets; compliance with applicable laws regulations listingagreement and management policies; effective Management information system and review ofother systems. During the year such controls were tested and no reportable materialweakness in the design or operation were observed
27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 westate that during the year under report none of the employees drew remuneration in excessof the limits set out in the said rules.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
29. PERSONNEL AND INDUSTRIAL RELATIONS
The Employee relations continued to be co-ordial. The Directors wish to place on recordtheir sincere appreciation for the contribution of the Employees of the Company at alllevels.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks Government authorities customers vendors andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.
| ||For and on behalf of the Board |
| ||sd/- ||sd/- |
|Dated: 30th May 2017 ||(Akhil Mahajan) ||(Abhay Mahajan) |
|Place: Panchkula ||Executive Director ||Executive Director |