Universal Office Automation Ltd.
|BSE: 523519||Sector: Others|
|NSE: N.A.||ISIN Code: INE951C01012|
|BSE 14:33 | 03 Mar||2.65||
|NSE 05:30 | 01 Jan||Universal Office Automation Ltd|
Universal Office Automation Ltd. (UNIVERSALOFFICE) - Director Report
Company director report
To the Members
Universal Office Automation Limited
The Directors of your Company have immense pleasure in presenting the27th Annual Report together with the Financial Statements for the financial year ended31st March 2019.
1. FINANCIAL HIGHLIGHTS
In view of the accumulated losses incurred during the past years theBoard of Directors of the Company does not recommend any dividend for the financial yearended March 31 2019.
3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING /OPERATIONS DURINGTHE YEAR
During the year under review 2018 -19 the other income of the Companywas Rs. 280.62 Lakhs as against Rs. 17.92 Lakhs in the previous year. The profit for theyear ended 31st March 2019 was Rs. 166.84 Lakhs as against profit of Rs. 414.66 Lakhs inthe previous year.
No business could be undertaken due to paucity of working capital andother business constraints.
During the year under review no amount was transferred to Reserves.
4. CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company.
5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY
During the period between the close of financial year and date of thisreport there were no material changes and commitments that affects the financial positionof the Company.
6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS There was no order passed by the regulators or courts or tribunalsimpacting going concern status and company's operations in future.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operation were observed.
8. DETAILS OF SUBSIDIARY /JOINT VENTURE /ASSOCIATE COMPANIES Thedetails as required under this section are as follows:
Subsidiary/ Associate /Joint Venture Company : NIL
As on 31st March 2019 company has neither accepted any deposit nor isthere any Unclaimed Deposit.
10. AUDITOR AND AUDITORS' REPORT
M/s Purushothaman Bhutani & Co Chartered Accountants New Delhi(FRN No 005484N) were appointed as Auditors of the company at the 25th AGM of the companyheld on 19th September 2017 for a period of five consecutive years to hold office up tothe conclusion of the 30th Annual General Meeting to be held in the year 2022.
The Auditors' Report does not contain any qualificationreservation or adverse remark requiring the Board to give their comments thereon. INTERNALAUDITORS
The Board of Directors on the recommendation of the Audit Committeehas appointed Mr. Sumit Garg (M No. 521108) a qualified Chartered Accountant as theInternal Auditor of the Company for conducting the Internal Audit for the financial year2019 - 20.
The Board has appointed Ms Mehak Gupta Company Secretary (ICSI Mem No38897) as Secretarial Auditor of the Company . The Secretarial Audit Report for thefinancial year 2018 - 19 is annexed herewith as annexure "B". The SecretarialAudit report does not contain any qualification reservation or adverse remark.
11. SHARE CAPITAL: THERE WAS NO CHANGE IN THE SHARE CAPITAL OF THECOMPANY DURING THE YEAR.
a. Issue of equity Shares with differential rights - NIL
b. Issue of sweat equity shares - NIL
c. Issue of employee stock option - NIL
d. Provisions of moneys by company for purchase of its own shares - NIL
12. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of section 92 (3) the extract ofAnnual Return in Form MGT-9 is attached herewith this report as Annexure-C. The same isalso available on the website of the Company and can be viewed onwww.uniofficeautomation.com.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR')
The net profit of the Company for the financial year ended March 312018 exceeded the threshold limit of Rs. 5 Crore as prescribed under Section 135 ofCompanies Act 2013. Accordingly the board of directors constituted the CSR Committee onOctober 25 2018 comprising the following Directors:
1. Ms Rita Gupta Chairperson
2. Mr Sunil Kumar Shrivastava Member
3. Mr Vikas Agarwal Member
A brief outline of the company's CSR Policy & initiativesundertaken by the company towards CSR activities during the year 2018 19 is annexed withthis report as Annexure D & forms as part of this report.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Retirement by rotation: Pursuant to Section 149 152 and otherapplicable provisions if any of the Companies Act 2013 one third of such of theDirectors as are liable to retire by rotation shall retire at every Annual GeneralMeeting and if eligible offer themselves for re - appointment. Consequently Ms. RitaGupta (DIN 00899240) will retire by rotation at the ensuing Annual General Meeting andbeing eligible has consented for re-appointment in accordance with the provisions ofCompanies Act 2013.
B. Changes during the year: During the year under Ms Preeti Saxenaresigned from the office of company Secretary w.e.f. June 20 2018 & Ms Naina Luthrawas appointed as Company Secretary of the company vide board resolution dated June 202018.
The term of office of Mr Ravishankar Subramanian Padi (DIN 00016364)& Mr Sushil Kumar Jain (DIN 00022573) Independent directors of the company shall beexpiring at the ensuing Annual General meeting.
In accordance with the provisions of section 149 (10) of the CompaniesAct 2013 and SEBI Listing Obligations & Disclosure Requirements) Regulation 2015 anindependent director can be appointed for a term of five years. However the directorshall be eligible for re - appointment for a term of further five years on passing ofspecial resolution by the members of the company.
Accordingly the board has recommended to the members to approve re -appointment of Mr Ravishankar Subramanian Padi (DIN 00016364) & Mr Sushil Kumar Jain(DIN 00022573) as Independent Directors for a further term of five years by way of specialresolution at the ensuing Annual General Meeting of the company.
C. Formal Annual Evaluation: Pursuant to provisions of the CompaniesAct 2013 the Board has carried out evaluation of its own performance the Directorsindividually and of the working of its Audit committee Nomination & Remunerationcommittee and Stakeholder Relationship Committee.
The Board met five times during the financial year 2018 - 19 (i.e. 1stApril 2018 to 31st March 2019) the details of the Board meetings are stated in theCorporate Governance report.
Further the gap between any two meetings did not exceed one hundredand twenty days.
16. AUDIT COMMITTEES
The details in respect of Audit Committee are included in the CorporateGovernance Report which forms part of this report.
17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS &EMPLOYEES
In terms of Section 177 of the Companies Act 2013 and Regulation 22 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated the Whistle Blower Policy / Vigil Mechanism which is enclosed as Annexure E& forms a part of this report.
The Company has established a vigil mechanism and oversees through thiscommittee the genuine concerns expressed by the employees and other Directors. The Companyhas also provided adequate safeguards against victimization of employees and Directors whoexpress their concerns. The Company has also provided direct access to the chairman of theAudit Committee on reporting issues concerning the interests of employees and the Company.
The policy on vigil mechanism may be accessed on the Company'swebsite www.uniofficeautomation.com During the year under review no complaint was receivedfrom any Whistle Blower.
18. NOMINATION AND REMUNERATION POLICY
On the recommendation of Nomination & Remuneration Committee theBoard framed a policy for selection and appointment of Directors & KMPs and theirremuneration. The Nomination & Remuneration Policy is annexed as AnnexureF'.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review there are no loans guarantees orinvestments made by the company under Section 186 of the Companies Act 2013.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All contracts /transactions entered by the Company during the financialyear with related party were in the ordinary course of business and on an arm'slength basis. During the year the Company had not entered into any contracts/arrangements/transactions with related parties which could be considered as material inaccordance with the policy of the Company on materiality of related party transactions.
The policy on related party transactions approved the Board may beaccessed on the Company's website www.uniofficeautomation.com
21. MANAGERIAL REMUNERATION
During the year under review no managerial remuneration was paid.
22. INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from eachIndependent Director in accordance with Section 149(7) of the Companies Act 2013 thatthey were meeting the criteria of independence as laid out in sub-section (6) of Section149 of the Companies Act 2013 and Regulation 25 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirement) Regulations 2015.
23. INDEPENDENT DIRECTOR'S MEETING
In compliance with Schedule IV to the Companies Act 2013 andregulation 25 (3) of the SEBI Listing Regulations 2015 the independent directors heldtheir separate meeting on 3rd January 2019.
Without the attendance of non-independent directors and members ofmanagement inter alia the independent directors discussed the following:
i. Review the performance of non-independent directors and the board asa whole;
ii. Review the performance of the chairperson of the Company takinginto account the views of executive directors and non-executive directors;
iii. Assess the quality quantity and timeliness of flow of informationbetween the Company
iv. Management and the board that is necessary for the Board toeffectively and reasonably perform their duties; and
v. Review the responsibility of independent directors with regards tointernal financial controls.
24. CORPORATE GOVERNANCE CERTFICATE
The Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by SEBI.
A separate report on "Corporate Governance" is annexed asAnnexure "A" hereto as part of Annual Report.
The requisite certificate from the Auditors' of the Companyconfirming compliance with the conditions of corporate governance is attached as"Annexure 1" to the Report on corporate governance and form part of Annualreport.
25. RISK MANAGEMENT POLICY
Pursuant to Section 134 (3) (n) of the Companies Act 2013 the Companyhas laid down Risk Management Policy to inform Board Members about the risk assessment andmitigation procedures.
26. MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provision of Regulation 34 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirement) Regulations2015 the management's discussion and analysis is not applicable on the Company.
27. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 theDirectors hereby confirm that:
i. In the preparation of the Annual Accounts for the financial yearended at 31st March 2019; the applicable accounting standards have been followed alongwith proper explanation relating to material departure (if any);
ii. Appropriate accounting policies have been selected and appliedconsistently and that the judgments and estimates made are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2019 andof the Profit of the Company for the said period;
iii. Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. In view of expected future business the annual accounts for thefinancial year ended on 31st March 2019 have been prepared on a going concern basis;
v. The internal financial controls were followed by the Company andthat internal financial controls are adequate and were operating effectively; and
vi. Proper systems were devised to ensure compliance with the provisionof all applicable laws and the systems were adequate and operating effectively.
28. SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards.
29. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 (12) of the Act readwith rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 is Nil.
30. ADDITIONAL INFORMATION RELATING TO CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO.
During the year under review there were no activities undertaken byyour company. Hence no particulars is furnished in respect of conservation
of energy technology absorption foreign exchange earnings and outgo.
31. EMPLOYEES STOCK OPTION PLAN
There is no Employees Stock Option Plan (ESOP) in the Company.
Your Directors wish to thank the Government authorities bankers andshareholders for their co-operation and assistance extended to the