To the Members
Universal Office Automation Limited
The Directors of your Company have immense pleasure in presenting the Twenty NinthAnnual Report together with the Financial Statements for the financial year ended 31stMarch 2021.
1. FINANCIAL HIGHLIGHTS
|Particulars ||Financial Year Ended March 31 2021 ||Financial Year Ended March 31 2020 |
|Sales & other income ||13.12 ||43.43 |
|Profit / (Loss) before Interest depreciation & Tax ||(35.97) ||14.41 |
|Depreciation ||0.00 ||0.00 |
|Finance charges ||0.00 ||0.00 |
|Profit/ (Loss) Before Exceptional Items ||(35.97) ||14.41 |
|Exceptional items ||0.00 ||0.00 |
|Profit/ (Loss) Before Tax ||(35.97) ||14.41 |
|Tax Expense ||0.00 ||8.68 |
|Profit/ (Loss) After Tax ||(35.97) ||5.73 |
There is no profit during the year under review nor there are accumulated profit in thecompany therefore the Board of Directors of the Company does not recommend any dividendfor the financial year ended 31st March 2021.
3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING /OPERATIONS DURING THE
Company has incurred loss amounting to Rs 3597334 /- (Rupees Thirty Five Lac NinetySeven Thousand Three Hundred Thirty Four) during the year under review i. e. financialyear ended 31st March 2021.
No business could be undertaken due to paucity of working capital and other businessconstraints.
4. RESERVES & SURPLUS
In view of the working capital requirements as well as financial position of thecompany no amount was transferred to reserves during the year 2020 -21
5. CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company since the last annualreport.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED DURING THE YEAR
During the period between the close of financial year and date of report there were nomaterial changes and commitments that affects the financial position of the Company.
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There were no significant and material orders passed by the regulators or courts ortribunals impacting going concern status and company's operations in future.
8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed. The Audit Committee alongwithInternal Audit of the Company is responsible for Internal Financial Controls.
9. DETAILS OF SUBSIDIARY /JOINT VENTURE /ASSOCIATE COMPANIES
The details as required under this section are as follows:
HCL Corporation Private Limited
Subsidiary/ Joint Venture/ Associate Company: NIL
As on 31st March 2021 neither the company has accepted any fixed depositnor there is any unclaimed deposit.
11. 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 Annual General Meetingheld on 19.09.2017 to hold office from the conclusion of 25th Annual GeneralMeeting up to the conclusion of the 30th Annual General Meeting to be held inthe year 2022. Further w. e .f. May 7 2018 the requirement to ratify aforesaidappointment at every Annual General Meeting was absolved vide section 40 of the Companies(Amendment) Act 2017.
The Auditors' Report does not contain any qualification reservation or adverse remark.
? Internal Auditors
The Board of Directors on the recommendation of the Audit Committee has appointed Mr.Sumit Garg (M No. 521108) a qualified Chartered Accountant as the Internal Auditor of theCompany for conducting the audit during the financial year 2020- 21.
? Secretarial Auditor
The Board has appointed M/s Mehak Gupta (ICSI Membership No ACS 38897) CompanySecretary to conduct Secretarial Audit for the year 2020 21 in accordance with theprovisions of section 204 of the Companies Act 2013. The Secretarial Audit Report for theyear ended on March 31 2021 is annexed herewith as Enclosure-1. The report isself-explanatory and does not call for any further comments.
12. SHARE CAPITAL: There was no change in the share capital of the Company duringthe year.
a. Issue of equity Shares with differential rights - NIL b. Issue of sweat equityshares - NIL c. Issue of employee stock option NIL d. Provisions of moneys by company forpurchase of its own shares - NIL
13. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of section 92 (3) the extract of Annual Return inForm MGT - 9 is attached herewith this report as Enclosure -2'. The same is alsoavailable on the website of the Company and can be viewed on www.uniofficeautomation.com.
14. CORPORATE SOCIAL RESPONSIBILITY
The net profit of the Company for the financial year ended March 31 2018 exceeded thethreshold limit of Rs. 5 Crore as prescribed under Section 135 of Companies Act 2013.Accordingly the board of directors constituted the CSR Committee on October 25 2018comprising the following Directors:
1. Ms Rita Gupta Chairperson
2. Mr Sunil Kumar Shrivastava Member
3. Mr Vikas Agarwal Member
Since the Company did not satisfy any of the criteria to comply with CSR provisionsspecified under Section 135(1) of the Companies Act 2013 during the immediately precedingfinancial year i.e. Financial year ending 31st March 2020 no expenditure was madetowards CSR during the financial year 2020-21.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Retirement by rotation: Pursuant to Section 149 152 and other applicableprovisions if any of the Companies Act 2013 one third of such of the Directors who areliable to retire by rotation shall retire from office at every annual general meeting.The retiring director may however offer themselves for re appointment if eligible.Accordingly Ms Rita Gupta (DIN 00899240) shall retire by rotation at the ensuing AnnualGeneral Meeting and being eligible has consented for reappointment pursuant to theprovisions of Companies Act 2013.
B. Changes during the year: There were no change in the composition of the board ofdirectors or key managerial personnel during the year under review. ? Managing Director
Sunil Kumar Shrivastava acts as Managing Director of the company.
? Independent Directors
Approval of members was accorded at the 27th Annual General Meeting to reappoint Mr Ravishankar Subramanian Padi (DIN 00016364) & Mr Sushil Kumar Jain (DIN00022573) Independent directors of the company for another term of 5 years i.e. to holdoffice from the conclusion of 27th Annual General meeting till the conclusionof the 32nd Annual General Meeting of the company. Vikas Agarwal was reappointed as Independent director for a term of five years by the members at the 28thAnnual General Meeting to hold office till the conclusion of the 33rd annualgeneral meeting.
C. Formal Annual Evaluation: Pursuant to provisions of the Companies Act 2013 theBoard has carried out formal evaluation of its own performance the Directors individuallyand the evaluation of the working of its Audit committee Nomination & Remunerationcommittee and Stakeholder Relationship Committee.
16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board met seven times during the financial year 2020 21 (i.e. 1st April2020 to 31st March 2021) the details of the Board meetings are stated in theCorporate Governance report enclosed as enclosure B'.
Further the gap between any two meetings did not exceed one hundred and twenty days.
17. AUDIT COMMITTEES
In terms of Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company constituted theAudit Committee. The details pertaining to Audit Committee are included in the CorporateGovernance Report which forms part of this report.
18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS &
In terms of Section 177 of the Companies Act 2013 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated theWhistle Blower Policy / Vigil Mechanism under Audit Committee. The Audit Committeecomprises of the following members
|Mr. Vikas Agarwal ||Chairman |
|Ms. Rita Gupta ||Member |
|Mr Ravishankar Subramanian Padi ||Member |
|Mr Sushil Kumar Jain ||Member |
The above composition of the Audit Committee consists of Independent Directors viz.Mr. Vikas Agarwal Mr Ravishankar Subramanian Padi & Mr Sushil Kumar Jain who formsthe three fourths majority.
The Company has established a vigil mechanism and oversees through the committee toaddress 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 the Audit Committee onreporting issues concerning the interests of co employees and the Company.
The policy on vigil mechanism is annexed to this report as Annexure 5 and may beaccessed on the Company's website www.uniofficeautomaion.com
During the year under review no complaint was received from any Whistle Blower.
19. NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors & KMPs and their remuneration. TheNomination &
Remuneration Policy is annexed as Annexure "A".
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
There are no loans guarantees or investments in the company as may be applicable underSection 186 of the Companies Act 2013.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
There was no contract / transaction entered by the Company during the financial yearunder review except that were in the ordinary course of business and on an arm's lengthbasis. During the year under review the Company had not entered into any contracts/arrangements/transactions with related parties and which could be considered as materialin accordance with the policy of the Company on materiality of related party transactions.
The policy on related party transactions approved the Board may be accessed on theCompany's website www.uniofficeautomation.com
22. MANAGERIAL REMUNERATION
During the year under review no managerial remuneration was paid due to paucity ofresources.
23. INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that they were meeting thecriteria of independence as laid out in sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015.
24. Independent Director's meeting
In compliance with Schedule IV to the Companies Act 2013 and regulation 25 (3) of theSEBI Listing Regulations 2015 the independent directors held their separate meeting on 15thMarch 2021.
Without the attendance of non-independent directors and members of management interalia the independent directors discussed the following:
i. Review the performance of non-independent directors and the board as a whole;
ii. Assess the quality quantity and timeliness of flow of information between theBoard and the management of the Company to effectively and reasonably perform their duties
iii. Responsibility of independent directors with regards to internal financialcontrols.
iv. Independent review & Judgement on the functioning & operations of thecompany.
25. CORPORATE GOVERNANCE CERTIFICATE
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by the Securities & ExchangeBoard of India (SEBI). A separate report on "Corporate Governance" is annexedhereto as part of Annual Report.
The requisite certificate from the Auditors' of the Company confirming compliance withthe conditions of corporate governance is attached as Enclosure D' to the Report oncorporate governance and form part of Annual report.
26. RISK MANAGEMENT POLICY
Pursuant to Section 134(3) (n) of the Companies Act 2013 the Company has laid downRisk Management Policy to inform Board Members about the risk assessment and minimizationprocedures.
27. MANAGEMENT'S DISCUSSION AND ANAYLSIS
In terms of the provision of Regulation 34 of the Securities and Exchange Board ofIndia (Listing
Obligations and Disclosure Requirement) Regulations 2015 the management's discussionand analysis is not applicable on the Company.
28. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 the Directors herebyconfirm that:
i. In the preparation of the Annual Accounts for the financial year ended at 31stMarch 2021; the applicable accounting standards have been followed along with properexplanation relating to material departure (if any);
ii. Appropriate accounting policies have been selected and applied consistently andthat the judgments and estimates made 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 loss ofthe Company for the said period;
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. In view of expected future business the annual accounts for the financial yearended on 31st March 2021 have been prepared on a going concern basis;
v. The internal financial controls were followed by the Company and that internalfinancial controls
are adequate and were operating effectively; and
vi. Proper systems were devised to ensure compliance with the provision of allapplicable laws and the systems were adequate and operating effectively.
29. SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards issued by the Instituteof the Company Secretaries Of India.
30. PARTICULARS OF EMPLOYEES
During the year there were no employees covered under Section 197 of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
31. ADDITIONAL INFORMATION RELATING TO CONSERVATION OF ENERGY
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
During the year under review considering the nature of activities undertaken by yourCompany there are no particulars to be furnished in respect of conservation of energytechnology absorption foreign exchange earnings and outgo.
32. EMPLOYEES STOCK OPTION PLAN
As on the date of this report the company has not issued any shares under the employeesStock Option Plan (ESOP).
33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors have not reported any incident of fraud by the officers oremployees of the Company for the financial year under review.
34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review there was no application made or pending under theInsolvency and Bankruptcy Code 2016
35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE- TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THEBANKS OR FINANCIAL INSTITUTIONS
During the year under review there was no loan outstanding from Bank or FinancialInstitution
36. MAINTENANCE OF COST RECORDS
The maintenance of cost records as specified by Central Government under Section 148(1)of Companies Act 2013 is not applicable to the Company
37. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In view of number of employees being less than prescribed under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013; InternalComplaints Committee under the said Act is not constituted.
Your Directors wish to thank the Government authorities bankers and shareholders fortheir co-operation and assistance extended to the Company.
|For Universal Office Automation Limited ||By Order of the Board |
|Sunil Kumar Shrivastava ||Sashi Sekhar Mishra |
|Managing Director ||Director |
|DIN: 00259961 ||DIN: 03072330 |
|Date: 09th June 2021 || |
|Place: New Delhi || |