To the Members
The Directors of your Company have pleasure in presenting the 25th Annual Reporttogether with the Financial Statements for the financial year ended 31st March 2017.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
|Particulars ||2016-17 ||2015-16 |
| ||(As on 31st March 2017) ||(As on 31st March 2016) |
|1 Sales and other income ||15.76 ||13.03 |
|2 Profit/Loss before Interest Depreciation and Tax ||(18.49) ||(9.96) |
|3 Finance Charges ||0.59 ||0.39 |
|4 Depreciation ||0.16 ||0.10 |
|5 Profit/(Loss) before Tax ||(18.33) ||(9.47) |
|6 Provision for Taxation ||0.00 ||0.00 |
|7 Net Profit/(Loss) after tax for the current year ||(18.33) ||(9.47) |
|8 Capital Reserve ||297.63 ||297.63 |
|9 Securities Premium Reserve ||333.37 ||333.37 |
|10 Closing Balance (Profit & Loss Account ||(2431.53) ||(2413.20) |
|11 Balance of Profit/(Loss) carried forward to next year ||(1800.53) ||(1782.20) |
In order to conserve the resources of the Company your Directors do not recommend anydividend for the year 2016-17.
3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING /OPERATIONS DURING THE YEAR
The other income of the Company was Rs 15.76 Lacs as against Rs 13.03 Lacs in theprevious year. The loss for the year ended 31st March 2017 was Rs 18.33 Lacs as againstloss of Rs. 9.47 Lacs in the previous year.
No business could be undertaken due to paucity of working capital and other businessconstraints.
In view of the losses incurred during the financial year 2016-17 No amount wastransferred to reserves.
4. CHANGE IN THE NATURE OF BUSINESS IF ANY
No changes occur during the year in the nature of business.
5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED DURING THE YEAR.
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. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting going concern status and company's operations in future
7. 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.
8. DETAILS OF SUBSIDIARY /JOINT VENTURE /ASSOCIATE COMPANIES
The details as required under this section are as follows:
Holding Company : HCL Corporation Private Limited
Other Group Company : HCL Infosystems Limited and its subsidiaries HCL TechnologiesLimited and its subsidiaries Subsidiary Company : NIL
9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATESAND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
During the year under review consolidated statements are not required .
As on 31st March 2017 neither the company has accepted any fixed deposit nor there isany unclaimed deposit.
11. STATUTORY AUDITORS
The Companies Act 2013 (The Act') was notified effective April 1 2014 Section139 of the Act lays down the criteria for appointment and mandatory rotation of StatutoryAuditors. Pursuant to Section 139 of the Act and the rules made thereunder it ismandatory to rotate the Statutory auditors on completion of two terms of five consecutiveyears .The rules also lay down the transition period that can be served by the existingstatutory Auditor depending on the number of consecutive years for which an audit firm hasbeen functioning as Auditor in the same Company . The incumbent Auditors the existingM/s. S.D. Chopra & Associates (FRN No 003789N) Chartered Accountants has served theCompany for over 10 years before the Act was notified and will be completing the maximumnumber of transition period (three years) at the ensuing Annual General Meeting to be heldon 19th September 2017
The Audit Committee has proposed and on 26th May 2017 the Board has recommended theappointment of M/s Purushothaman Bhutani & Co Chartered Accountants New Delhi (FRNNo 005484N) as Statutory Auditors. M/s Purushothaman Bhutani & Co CharteredAccountants New Delhi (FRN No 005484N) will hold office for a period of five (5)consecutive years from the conclusion of the ensuing 25th Annual General Meeting till theconclusion of the 30th Annual General Meeting to be held in the year 2022 subject toratification by members of the Company at every Annual General Meeting. The first year ofaudit will be of financial statement for the year ending March 31 2018 which willinclude the audit of the quarterly / half yearly financial statement for the year tillexpiry of the term of the Auditor.
The Board recommends the passing of the Ordinary Resolution at Item No. 3 of the Noticefor approval by the Members of the Company.
None of the Directors or Key Managerial Personnel or their respective relatives areconcerned or interested in the Resolution at Item No. 3 of the Notice.
Your Directors recommend appointment of M/s Purushothaman Bhutani & Co CharteredAccountants New Delhi (FRN No 005484N) as Statutory Auditors subject to ratification atevery Annual General Meeting.
12. AUDITORS' REPORT
The notes No's 2.1(g) 22 & 25 on the Financial Statements referred to in theAuditors Report under "Emphasis of Matters" are self-explanatory and do not callfor any further comments from the Directors. The Auditors report doesn't contain anyqualification reservation or adverse remarks.
13. 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 equity shares - NIL
c. Issue of employee stock option NIL
d. Provisions of moneys by company for purchase of its own shares - NIL
14. EXRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as annexure "B"in Form MGT - 9
15. CORPORATE SOCIAL RESPONSIBILITY
In view of the criteria of net worth /turnover and net profit of the Company asenvisaged under Section 135 of the Companies Act 2013 the constitution of CSR Committeeis not applicable in case of the Company
a. Retirement by rotation
Pursuant to Section 149 152 and other applicable provisions if any of the CompaniesAct 2013 one third of such of the Directors as are liable to retire by rotation shallretire every year at the and if eligible offer themselves for re appointment atevery Annual General Meeting . Consequently Ms.Rita Gupta Director will retire byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment in accordance with the provisions of Companies Act 2013..
Your Directors' recommend their appointment /reappointment at the ensuing AnnualGeneral meeting.
b. Changes in Directors and Key Managerial Personnel
Mr. Sunil Kumar Shrivastava and Mr. Sashi Sekhar Mishra were inducted on the Boardw.e.f 31st March 2017 and Ms. Rita Gupta Director has been designated as "Managing Director ".
c. Declaration by an Independent Director(s) and re-appointment
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under subsection (7) of Section 149 of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015.
d. Formal Annual Evaluation
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015mandates that the Board shall monitor and review the Board evaluation framework. Theframework includes the evaluation of Directors on various parameters such as
Board Dynamics and relationships
Relationship with stakeholders
Company performance and strategy
Tracking Board and Committees effectiveness
The Companies Act 2013 states that a formal evaluation needs to be made by the Boardof its own performance and that of its committees . Schedule IV of the Companies Act 2013 states that the performance evaluation of independent directors shall be done by theentire Board of Directors excluding the director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process is being explained inCorporate Governance report. The Board approved the evaluation results as collated by theNomination & Remuneration Committees.
17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
There were 8 (Eight) Board Meetings during the year (1st April 2016 to 31st March2017) i.e. 30th May 2016 17th June 2016 13th July 2016 10th August 2016 11thNovember 2016 26th December 2016 9th February 2017 and 31st March 2017. The detailsof the Board meetings are stated in the Corporate Governance report.
18. AUDIT COMMITTEES
The details pertaining to Audit Committee are included in the Corporate GovernanceReport which forms part of this report.
19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES
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 Committee was reconstituted after the induction of new Directors on the Board31st March 2017 and consists of the following members
|Mr. Vikas Agarwal ||Chairman |
|Mr. Sunil Kumar Shrivastava ||Member |
|Mr. P. S. Ravishankar ||Member |
|Ms. Rita Gupta ||Member |
The above composition of the Audit Committee consists of Independent Directors viz.Mr. Vikas Agarwal and Mr. P. S. Ravishankar who form the majority
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.
The policy on vigil mechanism may be accessed on the Company's websitewww.uniofficeautomaion.com
During the year under review no complaint was received from any Whistle Blower.
20. 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".
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
There are no loans guarantees or investments applicable to company under Section 186of the Companies Act 2013.
22. PARTICULARS OF CONTRCATS OR ARRANGEMENTS WITH RELATED PARTY
All contracts /transactions entered by the Company during the financial year withrelated party were in the ordinary course of business and on an arm's length basis. Duringthe year the Company had not entered into any contracts /arrangements/transactions withrelated parties which could be considered as material in accordance with the policy of theCompany on materiality of related party transactions.
The policy on related party transactions approved by the Board may be accessed on theCompany's website www.uniofficeautomaion.com
23. MANAGERIAL REMUNERATION
During the year under review No managerial remuneration was paid
24. SECRETARIAL AUDIT REPORT
The Board has appointed M/s Siddiqui & Associates Practicing Company Secretary toconduct Secretarial Audit for the year 2016-17. The Secretarial Audi for the financialyear 2016-17 ended on March 31 2017 is annexed herewith as annexure "C". TheSecretarial Audit report does not contain any qualification reservation or adverseremark.
25. CORPORATE GOVERNANCE CERTFICATE
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. A separate report on"Corporate Governance" is annexed hereto as part of Annual Report.
A separate report on "Corporate Governance "is annexed as Annexure"D" hereto as part of Annual Report.
The requisite certificate from the Auditors' of the Company confirming compliance withthe conditions of corporate governance is attached as "Annexure 1" to the Reporton corporate governance and form part of Annual report.
26. RISK MANAGEMENT POLICY
1. Pursuant to Section 134(3)(n) of the Companies Act 2013 & Regulation 21 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirement2015 the Company has laid down Risk Management Policy to inform Board Members about therisk assessment and minimization procedures which is also given in Corporate GovernanceReport.
27. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of provisions of Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirement 2015 the management's discussion andanalysis is applicable on top 500 Companies. Since the Company is not having anyoperations the information as required is not provided.
28. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO CLAUSE (C) OF SUB-SECTION 3 & 5OF
SECTION 134 OF THE COMPANIES ACT 2013
Your Directors' confirm that
(a) in the preparation of the annual accounts for the financial year ended 31st march2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 31stMarch 2017 and the loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) In view of the expected future business the directors in the case of a listedcompany had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
29. 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.
30. ADDITIONAL INFORMATION RELATING TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND 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.
31. EMPLOYEES STOCK OPTION PLAN
As there are no employees in the Company Employees Stock Option Plan (ESOP) is notapplicable to the Company.
Your Directors wish to thank the Government authorities bankers and shareholders fortheir co-operation and assistance extended to the Company.
For and on behalf of the Board of Directors of Universal Office Automation Limited
|26TH May 2017 ||Sunil Kumar Shrivastava ||Rita Gupta |
|Noida ||(DIRECTOR) ||(MANAGING DIRECTOR) |
| ||(DIN 00259961) ||(DIN 00899240) |