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Uniroyal Industries Ltd.

BSE: 521226 Sector: Industrials
NSE: N.A. ISIN Code: INE980D01019
BSE 10:59 | 05 Jul 16.74 0.78
(4.89%)
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NSE 05:30 | 01 Jan Uniroyal Industries Ltd
OPEN 16.74
PREVIOUS CLOSE 15.96
VOLUME 2
52-Week high 20.30
52-Week low 9.75
P/E 9.51
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 16.50
Sell Qty 200.00
OPEN 16.74
CLOSE 15.96
VOLUME 2
52-Week high 20.30
52-Week low 9.75
P/E 9.51
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 16.50
Sell Qty 200.00

Uniroyal Industries Ltd. (UNIROYALIND) - Director Report

Company director report

The Members

Uniroyal Industries Limited

Your Directors feel pleasure to present the 28th Annual Report of the Company alongwith its Audited Financial Statements for the financial year ended March 31 2021.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2021 is summarizedbelow:

(Rs. in Lacks)

Consolidated

Standalone

Financial Year Ended Financial Year Ended Financial Year Ended Financial Year Ended
Particulars 31.03.21 31.03.20 31.03.21 31.03.20
Revenue from operations 6720.42 6917.01 1430.90 2954.97
Other Income 12.12 12.08 5.44 7.18
Total Revenue 6732.54 6929.09 1436.34 2962.15
Total Expenses 6387.38 6373.51 1243.61 2465.13
Finance Cost 196.58 247.89 135.55 175.32
Gross Profit after Finance Cost 148.58 307.69 57.18 321.70
But before Depreciation & Tax
Depreciation & Amortization 238.81 268.1 227.46 256.73
Expense
Profit Before Tax (90.23) 39.59 (170.28) 64.97
Tax Expenses
- Current Tax 14.02 20.75 0.00 20.75
-Tax Adjus tments 4.62 1.72 4.62 1.70
-Deferred Tax (18.40) (37.61) (22.68) (31.80)
Net Profit (90.47) 54.73 (152.22) 74.32
Other Comprehensive Income/ (22.30) 3.11 (22.30) 3.11
(Loss)
Profit/(Loss) for the period (68.17) 51.62 (129.92) 71.21
Proposed Dividend 0.00 0.00 0.00 0.00
Carried to Balance Sheet (68.17) 51.62 (129.92) 71.21
Paid up equity share capital 826.87 826.87 826.87 826.87
Reserves & Surplus 899.38 967.55 775.13 905.05

REVIEW OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

The Standalone total income from operations (Net of GST) decreased by 51.50% from Rs.2962.15 lacs to Rs. 1436.34 lacs due to COVID-19 & complete lockout from 1st April2020 to 17th May 2020. Activity remained lackluster thereafter also and till dateoperations are running at 50-60% capacity utilization level. Due to lower sales companyincurred a Net Loss of Rs. 152.22 lacs as against the net profit of Rs. 74.32 lacs duringthe previous year. 100% Subsidiary company A M Textiles & Knitwears Limited performedbetter even in this year and as a result there remained a net decrease of just 2.84 % inconsolidated turnover at Rs. 6732.54 lacs as against Rs. 6929.09 lacs in the previousyear. Consolidated net loss remained at 90.47 lacs as against the consolidated net profitof Rs. 54.73 lacs. However company managed to close the financial year at cash profit.

The Board has assessed the impact of ongoing COVID-19 and expects the performance toremain below par in at least two to three quarters of the current FY 21-22 and is hopefulof normal activity from the last quarter of the current fiscal. The Board however do notexpect any impact of this Pandemic in the Long Term.

DIVIDEND

The Company has incurred heavy losses in the financial year 2020-21 due to the adversemarket conditions caused by the Covid-19 and Lockdown Restrictions. In order to conserveresources to meet the financial requirements of Company's expansion plans in the nearfuture the Directors of the Company express their inability to recommend any dividend forthe Financial Year 2020-21.

AMOUNT CARRIED TO RESERVES

The Profit/Loss earned by the Company is retained in the Profit and Loss account of theCompany and no amount has been transferred to general reserve during the year underreview.

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 A M Textiles & Knitwears Limited particulars of which are attached in FormAOC-1 as Annexure - I. The Annual Report contains the consolidated financialstatements of the holding company and its subsidiary duly audited by the statutoryauditors and the said financial statements have been prepared in strict compliance withapplicable Accounting Standards IND-AS and Listing Agreement. The consolidated FinancialStatements presented by the company include financial results of the subsidiary company. Astatement in respect of the subsidiary giving the details of capital reserves totalassets 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.

CONSOLIDATED FINANCIAL STATEMENT

The Company has one wholly owned subsidiary named "A M Textiles and KnitwearLimited" and the consolidated financial statements have been prepared withconsolidation to the financial statements of A M Textiles and Knitwear Limited.

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.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OFREPORT

No material changes and commitments have occurred from the date of closure of theFinancial Year 2020-21 year till the date of finalization of this Report which has anyeffect over the financial position of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply over theCompany as there was no dividend declared and paid in the previous financial year 2019-20and therefore no amount was transferred to the Investor Education and Protection Fundduring the financial year 2020-21.

ENERGY CONSERVATION AND TECHNOLOGY ABSORTION FOREIGN EXCHANGE EARNING AND OUTGO

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 Financial 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 Development NIL
(C). Foreign Exchange Earnings and outgo
i) The foreign exchange ea rned in terms of actual inflows during the year RS. 1470245/-
ii) The foreign exchange outgo during the year in terms of actual outflows

RS. NIL/-

DEPOSITS

The Company has neither accepted nor renewed any deposits from public during the yearunder review and as such no amount on account of principal or interest on deposits frompublic was outstanding as on the date of the balance sheet.

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 as per Section 186of the Companies Act 2013 during the year under review and hence the said provision isnot applicable.

PARTICULARS OF THE CONTRACTS OR ARRANGEMENTS MADE WITH THE 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. Further Your Directors draw attention of the members to Note 17 to the financialstatement which sets out related party disclosures. The information on transactions withrelated parties pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 are given in as Annexure - II in FormAOC-2 and same forms the part of this report.

ANNUAL RETURN

The extracts of the annual Return pursuant to the provisions of Section 92(3) readwith Rule 12 of the Companies (Management and administration) Rules 2014 is furnished inForm MGT-9 and is attached as Annexure-III to this Report.

SECRETARIAL STANDARDS

The company complies with all applicable secretarial standards issued by the Instituteof Company Secretaries of India. All the provisions of Secretarial Standards I andSecretarial Standards II in respect of the meeting of the Board of Directors and generalMeetings respectively has been complied with.

BOARD MEETINGS

The Company had 8 (Eight) Board meetings during the financial year under review.

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 - IV-A & IV-B and is attached to this report.

BOARD OF DIRECTORS

The Board consists of Three Executive and Four Non executive Independent Directorsincluding independent Directors who have varied experience in different disciplines ofcorporate functioning. At the end of the financial year 2020-21 The Board of Directorsconsisted of the following namely:

1. Mrs. Rashmi Mahajan Managing Director

2. Mr. Akhil Mahajan Whole Time Director

3. Mr. Arvind Mahajan Director

4. Mr. Anirudh Khullar Independent Director

5. Mr. Kamlesh Kumar Malik Independent Director

6. Mr. Sushil Gupta Independent Director

7. Mr. Hassan Singh Mejie Independent Director

It is further informed to the members that the tenure of appointment of Mr. ArvindMahajan as the Managing Director of the Company come to an end on 19th April 2021 andaccordingly the Company was required to appoint a new managing Director of the Companyand the Nomination and Remuneration Committee of the Board of the Company in their meetingheld on 12th April 2021 had recommended the name of Mrs. Rashmi Mahajan for appointment asthe Managing Director of the Company.

Accordingly The Board of Directors in their Board Meeting held on 12th April 2021 hadappointed Mrs. Rashmi Mahajan as the Managing Director of the Company for the periodcommencing from 20th April 2021 till 30th September 2021.

Mr. Arvind Mahajan remains on the Board of the Company in the capacity of a regulardirector.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Akhil Mahajan Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible he have offered himself for re-appointment. TheBoard recommends the appointment of Mr. Akhil Mahajan as director of the company liable toretire by rotation.

The Certificate of non-disqualification of directors is also enclosed to the Directors'Report as Annexure III-A.

DISCLOSURE ABOUT KEY MANAGERIAL PERSONNEL

The company has following Key Managerial Personnel:

1. Mrs. Rashmi Mahajan Managing Director

2. Mr. Arvind Mahajan Promoter Director

3. Mr. Akhil Mahajan Whole Time Director

4. Mr. Sumit Rawat Company Secretary and Compliance Officer

5. Mr. Nasib Kumar Jaryal Chief Financial Officer

Ms. Payal Gupta resigned from the post of the Company Secretary and Compliance officerof the Company w.e.f. 03.08.2020 and Mr. Sumit Rawat Qualified Company Secretary wasappointed as the Company Secretary and Compliance officer of the company w.e.f.04.08.2020.

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.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures Section 149(7) of theCompanies Act 2013 to the Board that they fulfill all the requirements and criteria asstipulated in Section 149(6) of the Companies Act 2013 read with Regulation 16 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 so as to qualifythemselves to be appointed as Independent Directors under the provisions of the CompaniesAct 2013 and the relevant rules.

AUDIT COMMITTEE

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.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following members:

a. Mr. Anirudh Khullar

b. Mr. Hasan Singh Mejie

c.Mr. K.K. Malik

All the members of the Nomination and Remuneration Committee are independent.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of the following members:

a. Mr. Anirudh Khullar

b. Mr. Hasan Singh Mejie

c. Mr. Sushil Gupta

All the members of the Stakeholders Relationship Committee are independent.

There were no complaints filed by any of the shareholders or any other stakeholders ofthe company during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31 2020 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 2021 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.

RISK MANAGEMENT POLICY

In terms of the provision of section 134 of the Companies Act 2013 a risk managementpolicy is set out in the Annual Report of the company. The risk management policy coverthe areas of capital risk liquidity requirements and credit risks. The policy document isfurnished in Annexure - IV-C and is attached to this Report.

PROVIDING VIGIL MECHANISM

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 Company's employees and theCompany.

AUDITORS AND AUDITOR'S REPORT

M/s Gopal Bhargawa & Co. Chartered Accountants were appointed as the StatutoryAuditors of the Company at the Annual General Meeting held for the financial year2020-21 to hold the office till the conclusion of the ensuing Annual General Meeting andare eligible 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 2021-22.

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.

COST AUDITORS AND COST AUDITOR'S REPORT

As the Company does not come under the ambit of the provisions of Section 148 ofCompanies Act 2013 and Companies (Cost Records and Audit) Rules 2014 thereforemaintenance of Cost Records and requirement of Cost Audit is not applicable to the companyfor Financial Year 2020-21.

SECRETARIAL AUDITOR AND SCERETARIAL AUDITOR'S REPORT

The Board has appointed Mr. Manish Aggarwal Practising Company Secretary (M. No.6714) to conduct Secretarial Audit for the financial year 2020-21. The Secretarial AuditReport for the financial year ended March 31 2021 is annexed herewith this Report. Copyof the Secretarial Audit Report in Form MR-3 issued by the practicing company secretary isenclosed as Annexure V.

The Auditors' Report does not contain any qualification reservation or adverse remark.

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.

LISTING STATUS OF SHARES

Shares of your company are listed on The Stock Exchange of Mumbai (BSE). Your companyis regular in paying annual listing fees to the concerned stock exchange. There was nochange in Authorized/Paid up capital during the year.

SHARES

(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.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 and Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable over the company andtherefore the Company has not developed and implemented any Corporate SocialResponsibility Policy or initiatives.

PREVENTION PROHIBITION AND REDRESSEL OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

The act "Prevention Prohibition And Redressal Of Sexual Harassment Of Women AtWorkplace Act 2013" provides for protection against the sexual harassment of womenat workplace and for the prevention and redressal of complaints of sexual harassment andfor matters connected therewith or incidental thereto. The Company has developed policy onprevention of sexual harassment at workplace as per the provisions of the Act. During theperiod under review no instances of Sexual Harassment or any other kind of misconduct withWomen has been recorded by the Company.

MATERIAL IMPACT OF COVID-19 PANDEMIC ON OPERATIONS AND PERFORMANCE OF THE COMPANY

1. Impact of the COVID-19 pandemic on the business:

During this Financial Year 2020-21 our manufacturing unit remained closed from 1stApril 2020 to 17th May 2020 (47 days) due to lockdown. There after we startedmanufacturing operations. Currently we are operating at around 50-60% production capacity.

2. Ability to maintain operations including the factories/units/office spacesfunctioning.

We are pleased to inform that we are now operating our manufacturing plant at ourregistered office and manufacturing unit located at Panchkula Haryana and our capacityutilization is around 50-60%. We are observing full compliance to the conditions ofoperations stipulated to avoid any infection due to COVID-19;

We are not facing any migrant labour issues;

3. Steps taken to ensure smooth functioning of operations:

We are taking necessary preventive measures like social distancing temperaturetesting providing masks and sanitization facility to all workers etc. to avoid anyinfection due to COVID-19; Most of our labourers are from local areas so we are notfacing any issue of migrant labour.

We have sufficient stock of Raw Materials to meet production requirements.

4. Estimation of the future impact of CoVID-19 on its operations:

Covid-19 has impacted the business & it can not precisely said till when the thingswill become normal. However we are getting regular order from many customers with theopening of domestic market post lockdown. We expect business to improve gradually. Weestimate that business will start improving from August 2021 onwards and we expect normalbusiness from beginning of 2022.

5. Details of impact of CoVID-19 on listed entity's:

Capital and financial resources: We have adequate capital to meet businessrequirements.

Profitability: Profitability for the First Three Quarter of (April 2021 toDecember 2021) FY22 is expected to be affected due to partial lockdown in different partsof the country. However it is expected to improve marginally from Quarter 4 (January2022 to March 2022) FY22 onwards.

Liquidity position: We have conserved resources to maintain liquidity positionin the company.

Ability to service debt and other financing arrangements: Company is capable toservice all debts as and when due. The Company is paying its lenders as per due date andhas availed moratorium facilities as offered by our banks.

Assets: Company will assess further CAPEX requirements once situation improvesand will arrange necessary funding.

Internal financial reporting and control: internal financial reporting and controlare fully functioning.

Supply Chain: Its too early to say anything on supply chain issues. It will beknown only after the lockdown is lifted.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder schedule V and Regulation 34 of the SEBI (LODR) regulations 2015 is presented in aseparate section forming part of the Annual Report as ANNEXURE VI.

GENERAL

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.

PERSONNEL AND INDUSTRIAL RELATIONS

The Employee relations continued to be cordial. The Directors express theirthankfulness to the employees for their sincere contribution at all levels.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks to all employees of the company for theircommitted services and total support for the entire year and particularly during theCOVID-19 lockouts. Your Directors place on record the appreciation for the assistance andco-operation received from the Banks Government authorities customers vendors andmembers during the year under review.

For and on behalf of the Board
Dated: 29/05/2021 (Rashmi Mahajan) (Akhil Mahajan)
Place: Panchkula Managing Director Executive Director
DIN: 00007538 DIN: 00007598

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