Your Directors have pleasure in presenting the 46th Annual Report of theCompany along with audited statements of accounts for the year ended 31st March2019. The summarized financial results are given below:
| || ||( Rs. In Lacs.) |
|Particulars ||2018-19 ||2017-18 |
|Total Sales and Other Income ||28110 ||19885 |
|Profit before depreciation ||750 ||487 |
|Depreciation ||442 ||397 |
|( Loss ) / Profit Before tax ||308 ||91 |
|Provision for taxation (Including Deferred and Current tax) ||166 ||66 |
|( Loss ) / Profit after tax ||142 ||25 |
|Less Income Tax Adjustment ||01 ||27 |
|Balance brought forward ||(295) ||(293) |
|Balance Carried forward to Balance Sheet ||(154) ||(295) |
In view insufficient profit during the year under review the Board of Directors do notrecommend any dividend for the Financial year ended 31st March 2019.
PERFORMANCE REVIEW BUSINESS AFFAIRS & OUTLOOK
Your Company's total Sale and other income for the year amounting to Rs.28110 Lacs ascompared to Rs. 19885 Lacs of last year. The result for the year shows profit beforeDepreciation of Rs. 750 Lacs as against profit before depreciation of Rs. 487 Lacs in theprevious year net profit before tax is Rs.308 Lacs as compared to profit of Rs. 91 Lacsin the previous year. The increase in operational profit was due to good market condition.Further details of operation are given in the management discussion and analysis reportwhich form part of this report.
With better raw material situation & reasonable prices of the maize crop we arecontinuously optimistic about the current year. Your company continues it endeavor toexpand into new export markets which will in turn increase the turnover further.
TRANSFER TO RESERVE:
No amount has been transferred to reserves during the year under review.
The Company has not accepted any public deposits within the meaning of Section 73 ofthe Companies Act 2013 and rule made there under.
CHANGES IN SHARE CAPITAL:
During the year under review there was no change in the Authorized or Paid ShareCapital of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period;
c) the directors have taken proper and sufficient care 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate andwere operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The composition of the Board is as per the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) (LODR) Regulations 2015. All the Directors arehaving vast knowledge and experience in their relevant fields and the Company hadbenefited immensely by their presence in the Board.
In accordance with the provisions of section 152 of the Companies Act 2013 Shri.Ripudamansingh R. Vaghela (DIN: 02102872) Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Shri. Ashok N Kothary Shri. Bindu Madhavan Smt. Sudha Ramesh Modi Shri. Ashok ShahShri. Dev prakash Hemraj Yadava all are existing Independent Directors of the Company. Theabove directors have given declaration to the Board that they meet the criteria ofindependence as provided under section 149(6) of the Act. In the opinion of the Boardeach of these directors fulfill the conditions specified in the Act and the Rules framedthereunder for re-appointment as Independent Director.
DISCLOSURE OF PECUNIARY RELATIONSHIP:
There was no pecuniary relationship or transactions of the non-executive directorsvis-a-vis the company during the year. Also no payment except sitting fees was made toany of the non-executive directors of the Company. STATEMENT ON DECLARATION BYINDEPENDENT DIRECTORS:
Shri. Ashok Kothary (DIN 00811919) Shri. Dev Prakash Yadava (DIN 00778976) Shri.Bindumadhavan Venkatesh (DIN 01799569) Shri. Jaysing Rajput (DIN 00405232 ) Shri. AshokShah (DIN 00236555) and Smt. Sudha Modi (DIN 01633060) Independent Directors of theCompany have given their respective declaration as required under Section 149 (7) of theCompanies Act 2013 to the effect that they meet the criteria of independence as providedin Section 149 (6) of the Companies Act 2013 which were taken on record by the Board.
NUMBER OF MEETINGS OF THE BOARD:
During the financial year 2018-19 four meetings of the Board of Directors were held.For details of the Board meetings please refer to the Corporate Governance forming part ofthe Boards' Report.
STATEMENT ON ANNUAL EVALUATION OF BOARD COMMITTEE AND ITS DIRECTORS:
The Board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of Section 134 (3)(p) of the Companies Act 2013 read with Rule 8(4) of The Companies (Accounts) Rules 2014and the corporate governance requirements as prescribed by Securities and Exchange Boardof India ("SEBI").
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning transparency adhering togood corporate governance practices etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings leadership quality attitude initiatives decisionmaking commitment achievements etc. In addition the Chairman was also evaluated on thekey aspects of his role.
In a separate meeting of Independent Directors on 09th March 2019performance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors.
The meeting also assessed the quality quantity and time lines of flow of informationbetween the company management and the board that is necessary for the board toeffectively and reasonably perform its duties.
NOMINATION AND REMUNERATION POLICY:
In terms of Section 178 (3) of the Companies Act 2013 a policy on Nomination andRemuneration of Directors and Senior Management Employees including inter alia criteriafor determining qualifications positive attributes and independence of directors wasformulated by the Nomination and Remuneration Committee and adopted by the Board ofDirectors. The said policy is annexed as Annexure A to the Board's Report. The said policyis also posted on the website of the Company www.universalstarch.com and its weblink is:http:// www.universalstarch.com/Nomination%20and%20 Remuneration%20Policy.pdf
INTERNAL FINANCIAL CONTROLS:
The Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of fraud and errors the accuracyand completeness of the accounting records and timely preparation of reliable financialdisclosures.
COMMITTEES OF THE BOARD:
The details pertaining to composition of various Committees i.e Audit CommitteeNomination & Remuneration Committee Stakeholders Relationship Committee are includedin the Corporate Governance Report which forms part of this report.
AUDITORS & AUDIT REPORTS:
i) Statutory Auditors :
M/s. S. M. Gupta & Co Chartered Accountants were appointed as Statutory Auditorsof your Company at the Annual General Meeting held on 29th September 2017 fora term of five consecutive years. As per the provisions of Section 139 of the CompaniesAct 2013 the appointment of Auditors is required to be ratified by Members at everyAnnual General Meeting.
In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting.
ii) Secretarial Auditors:
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed M/s. Leena Agrawal & Co as secretarial auditor of the Company forthe F.Y 2019-2020.
i) Independent Auditor's Report does not contain any qualifications reservation oradverse remark and the fair view of the financial statement is not affected. Audit reportis enclosed as a part of this report.
ii) Secretarial Auditor's Report does not contain any qualifications reservation oradverse remark. Audit report is enclosed as a part of this report.
EXPLANATION AND COMMENTS BY THE BOARD ON DISCLAIMER MADE IN AUDITORS' REPORT ANDSECRETARIAL AUDITOR'S REPORT:
The Auditors' Report and Secretarial Auditor's Report does not contain anyqualifications reservations or adverse remarks and the true and fair view of thefinancial statements is not affected.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy and implemented a mechanism for riskassessment and management. The policy provides for identification of possible risksassociated with the business of the Company assessment ofthe same at regular intervalsand taking appropriate measures and controls to managemitigate and handle them. The keycategories of risk jotted down in the Policy are Strategic Risks Financial RisksOperational Risks and such other risk that may potentially affect the working of theCompany. The risk management framework is supported by the Board of Directors Managementand the Audit Committee. The Board periodically reviews the risks and suggests steps to betaken to control and mitigate the same through a properly defined framework. At presentin the opinion of the Board of Directors there are no risk which may threaten theexistence of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company have constituted a CSR Committee of 3 Directors Shri.JitendraSinh J. Rawal Shri. Ashok Kothary Shri. Ashok Shah.
Details of the CSR policy is posted on the website of the Companywww.universalstarch.com and its web link is http://universalstarch.com/Policy%20on%20Corporate%20 Social%20Responsibility.pdf.
As per Companies Act 2013 spending on CSR is not applicable to your Company for thefinancial year 201819 however Company has spent ' 251000/ in following manner duringthe financial year.
|CSR Projects or Activities Identified ||Sector in which the project is covered ||Projects or programs |
1. Local area or other
2. Specify the State and district where the projects or programs was undertaken
|Amount Spent were direct or through implementing Agency |
|1 ||Providing education with quality professional and administrative skills to the students of Dadasaheb Rawal College AB Rajput Ekta Mission Alumni Association College of Agriculture Pune. ||Promoting |
education and employment enhancing vocation skills
|Local area Maharashtra State Dhule District Dondaicha ||' 251000/- ||Direct |
A responsibility statement of the CSR committee that the implementation and monitoringof CSR policy is in compliance with CSR objectives and policy of the Company.
We hereby declare that implementation and monitoring of the CSR policy are incompliance with CSR objectives and policy of the Company
LISTING WITH STOCK EXCHANGE:
At present your Company's securities are listed on :
BSE Phiroze Jeejeehoy Towers Dalal Street Fort Mumbai- 400001 Code No. 524408.
In pursuant to the provisions of Sections 177 (9) & (10) of the Companies Act2013 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
ANNUAL RETURN AND EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT 9 for the Financial Year 2018 - 2019 has beenenclosed as "Annexure C " forming part of the Boards' Report. The Annual Returnwill also be available on the Company's website at www.universalstarch.com
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 (12) read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished here under:
|Sr. No ||Name ||Designation ||Remuneration paid in FY 2018-19 (In Rs.) ||Remuneration paid in FY 2017-18 (In Rs.) ||Increase/ Decrease in remuneration from previous year (In Rs.) ||% Increase/ Decrease in remuneration from previous year (In Rs.) ||Ratio/Times per Median of employee remuneration |
|1 ||Shri. Jitendrasinh 1. Rawal ||Chairman & Managing Director ||5954400 ||5954400 || || ||53.17 |
|2 ||Shri. Gulabsing Chaudhary ||Whole-time director (Works) ||992000 ||1152000 ||(160000) ||(13.89) ||8.89 |
|3 ||Smt. Hansarani Vaghela ||Whole-time director (Works) ||2017807 ||672000 ||1345807 ||200 ||18.02 |
|4 ||Smt. Nayankuwar J. Rawal ||Whole-time director ||537600 ||195627 ||341973 ||175 ||4.8 |
|5 ||Shri. Subramani Seetharaman ||Chief Financial Officer (KMP) ||1086450 ||972900 ||113550 ||11.67 ||9.70 |
|6 ||Ms. Chaitali Salgaonkar ||Company Secretary (KMP) ||646472 ||510625 ||135847 ||26.60 ||5.77 |
The non-executive directors were paid only sitting fees of Rs. 530000/- during the FY2018-19.
The percentage increase in remuneration is nominal which is due to increment.
There were 437 permanent employees on the rolls of the Company as on 31stMarch 2019
DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014 that The details of employees in receipt ofremuneration in the aggregate not less than INR 1 crore and 2 lacs pa. if employedthroughout the year or INR 8.50 lacs pm if employed for a part of the year during 2018-19:
There are no employees covered under Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of whom particulars arerequired to be furnished.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY :
The Company has no subsidiary/joint venture/associate company and hence consolidationand applicable provision under the Companies Act 2013 and Rules made there under are notapplicable to the Company.
CHANGES IN NATURE OF BUSINESS IF ANY: During the year under review there is nochange in the nature of business of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The company has in place an Anti Harassment policy in line with the requirements of Thesexual harassment of women at the workplace (Prevention Prohibition & Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year under review company has not received anySexual Harassment Complaints and no complaints pending as on end of financial year.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:
During the year under review the Company has not issued any shares with differentialvoting rights.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME
During the year under review no option under 'Employee Stock Option Scheme was grantedor vested to any employee or directors of the Company.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
During the year under review the Company has not issued any Sweat Equity Shares.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have not been any material changes and commitment affecting the financialposition of the Company during the financial year 2018-19.
INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES2014-CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
a) Conservation of Energy:
The activities of your company require minimal energy consumption and every endeavourhas been made to ensure the optimal use of energy avoid wastage and conserve energy asfar as possible.
b) Technology Absorption:
1. The Company has successfully implemented the procedures to improve the productivityquality energy saving GMP and GHP.
The R & D Department is active in upgrading the technology of production of valueadded products through finely tuning the SOP.
The range of value added products have been widened to satisfy the specificapplications in pharmaceutical food and paper industry. The Company received GMP licensefrom FDA (MS).
2. The Company implemented Pest Control schedules in the premises by M/s Pest Control(India)P. Ltd. Jalgaon. This is mandatory to maintain the hygiene Standards in themanufacturing and storage of products. The Pest control schedules resulted control onTotal bacterial Count (TBC) and Total Fungal Count (TFC) along with control of pathogensin finished products.
3. The Company established Air Handling Unit (AHU) at Microbiology Laboratory as thecompliance of the mandatory requirements by FDA.
4. The Company has already established the following Projects:
Biomethanation Project Co-Generation Power Plant Wind Mill at Brahmanwel & FlyAsh Brick Making Project.
c) Foreign exchange earnings and outgo:
The details of Foreign exchange earnings and outgo are detailed in Note No. 35 formingpart of Accounts.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the period under review no order had been passed by the regulators/ courts ortribunals which have an effect on the going concern status of the company and itsoperations.
The relations of the management with staff and workers remained cordial during theentire year.
CORPORATE GOVERNANCE :
Your Company has complied with the Corporate Governance practices mandated by ListingRegulations. The company has adopted the Code of Conduct which is also available on thewebsite of the Company. All the Board members and Senior Management Personnel haveaffirmed compliance with the code of conduct. The Corporate Governance Report along withthe Certificate from M/s. Leena Agrawal & Company Practising Company Secretaries(Membership No 19600 CP No 7030) is set out as part of the Annual Report. A ManagementDiscussion and Analysis Report also accompanies this report.
DEVELOPMENT AND IMPLEMENTATION OF A MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.
RELATED PARTY TRANSACTIONS :
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year is given in Note 33 of the FinancialStatements. The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and the Listing Agreement. This Policy was considered and approved by theBoard. The said policy is posted on the website of the Company www.universalstarch.comand its weblink is http://www.universalstarch.com/Policy%20on%20Related%20Party%20Transactions. pdf
Your Directors take this opportunity to express their appreciation and gratitude to theUnion Government State Government The Shamrao Vithal Co-op.Bank Ltd.. Customers and ourvalued shareholders of their kind support co-operation and guidance.
|For and on behalf of the Board of Directors |
|Universal Starch Chem Allied Limited |
|Place : Mumbai |
|Date: 09th August 2019 Sd/- |
|Jitendrasinh J. Rawal |
|Chairman & Managing Director |
|DIN: 00235016 |