Your Directors have pleasure in presenting the 44th Annual Report of the Company alongwith audited statements of accounts for the year ended 31st March 2017. The summarizedfinancial results are given below:
( Rs. In Lacs.)
|Particulars ||2016-17 ||2015-16 |
|Sales (Gross) and Other Income ||22769 ||17627 |
|Profit before depreciation ||(175) ||65 |
|Depreciation ||421 ||439 |
|( Loss ) / Profit Before tax ||(596) ||(374) |
|Provision for taxation(Including Deferred ) ||175 ||205 |
|( Loss ) / Profit after tax ||(421) ||(169) |
|Less Short Provision for Taxation of Previous Years ||- ||- |
|Less Adjustment related to Fixed Assets ||- ||- |
|Balance brought forward ||130 ||299 |
|Balance Carried forward to Balance Sheet ||(291) ||130 |
In view of loss during the year under review the Board of Directors do not recommendany dividend for the Financial year ended 31st March 2017.
PERFORMANCE REVIEW BUSINESS AFFAIRS & OUTLOOK
Your Company's Gross Sales for the year amounting to Rs.22769 Lacs as compared to Rs.17627 Lacs of last year. The result for the year shows loss before Depreciation of Rs. 175Lacs as against profit before depreciation of Rs. 65 Lacs in the previous year net lossbefore tax is Rs. 596 Lacs as compared to loss of Rs. 374 Lacs in the previous year. Thedecrease in operational profit was due to shortage of maize supply during the year coupledwith overall cost increase. Further details of operation are given in the managementdiscussion and analysis report which 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 up 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 March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto 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 Loss ofthe 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.
Shri. Jaykumar J. Rawal (DIN 02261128) who was re-appointed as Whole Time Director(Business Development) for a period of three years from 1st January 2014 and whoseappointment was approved on 29th Septmber 2014 at the 41st AGM of the Company tenderedhis resignation to the Board vide his letter dated 08th July 2016 and the Board acceptedhis resignation with effect from 08th July 2016 vide circular resolution passed on 02ndAugust 2016. Board places on records its appreciation of the invaluable contribution andguidance provided by him.
In accordance with the provisions of section 152 of the Companies Act 2013 Shri.Vikrant J. Rawal (DIN 02440151) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment.
Smt. Hansarani Vaghela (DIN 01468168) was appointed as Additional Director on 13thAugust 2016 & appropriate resolution appointing her as a director is put for memberapproval and same has been approved by the members in the AGM held on 29th September2016. The Board also appointed Smt. Hansarani Vaghela as whole-time Director (BusinessDevelopment) effective the same date.
Re-Appointment of Shri. Gulabsing Pauladsing Chaudhary (DIN 00308910) As Whole-TimeDirector (WORKS) of the Company for a period of three years with effect from 29/01/2017.
Pursuant to the provisions of Section 203 of the Act which came into effect from April1 2014 the appointment of Ms. Chaitali Salgaonkar Company Secretary and ComplianceOfficer and designated as key managerial personnel of the Company were appointed w.e.f.15th November 2016. Ms. Varsha Punwani stepped down from the position of CompanySecretary and Compliance Officer on September 30 2016 and Board places on records itsappreciation of the invaluable contribution and guidance provided by her.
Shri. Jaydeosinh J. Rawal non-executive director (DIN: 01681151) of the Companytendered his resignation to the Board vide his letter dated 22nd July 2017 and the Boardaccepted his resignation with immediate effect. Board places on records its appreciationof the invaluable contribution and guidance provided by him.
DISCLOSURE OF PECUNIARY RELATIONSHIP:
There was no pecuniary relationship or transactions of the nonexecutive directorsvis-a-vis the company during the year. Also no payment except sitting fees was made toany of the nonexecutive directors of the Company.
STATEMENT ON DECLARATION BY INDEPENDENT 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 2016-17 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 Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings leadershipquality attitude initiatives decision making commitment achievements etc. In additionthe Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors on 11th March 2017 performance ofnon-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The meeting also assessed the quality quantity and time lines offlow of information between the company management and the board that is necessary for theboard to effectively 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 Boards Report. The saidpolicy is also posted on the website of the Company www.universalstarch.com and itsweblink 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 various Committees i.e Audit CommitteeNomination & Remuneration Committee Stakeholders Committee are included in theCorporate Governance Report which forms part of this report.
AUDITORS & AUDIT REPORTS:
i) Statutory Auditors :
At the 41st Annual General Meeting held on 29th September 2014 M/s. M. B. AgrawalChartered Accountant (Firm Regd. No.: 100137W) were appointed as Statutory Auditors of theCompany for a period of three years and their term as auditor expires in the forthcomingAGM. Due to expiry of the tenure of term of the auditor M/s S.M.Gupta & Co CharteredAccountants were appointed as Statutory Auditors of the company as per section 139 to holdoffice till the conclusion of the 49th Annual General Meeting. In the terms of the firstproviso to Section 139 of the Companies Act 2013 the appointment of the Auditors shallbe placed
for ratification at every Annual General Meeting. In regard to the Company has receiveda Certificate from the Auditors to the effect that if appointed it would be in accordancewith the provisions of Section 141 of the Companies Act 2013.
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 2017-2018.
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 Auditors Report does not contain anyqualifications reservations or adverse remarks and the true and fair view of thefinancial statements is not affected. As regards the immovable property referred to by theauditors the same has been restored fully in the name of the Company.
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 of the same at regular intervalsand taking appropriate measures and controls to manage mitigate and handle them.
The key categories of risk jotted down in the Policy are Strategic Risks FinancialRisks Operational Risks and such other risk that may potentially affect the working ofthe Company. The risk management framework is supported by the Board of DirectorsManagement and the Audit Committee. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.At present in the opinion of the Board of Directors there are no risk which may threatenthe existence 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.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in 'Annexure C" of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.
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.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT 9 for the Financial Year 2016 - 2017 has beenenclosed as "Annexure D " forming part of the Boards' Report.
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 hereunder:
|Name ||Designation ||Remuneration paid in FY 2016-17 (In Rs.) ||Remuneration paid in FY 2015-16 (In Rs.) ||Increase/ Decrease in remuneration from previous year (In Rs.) ||Ratio/Times per Median of employee remuneration |
|Shri. Jitendrasinh J. Rawal ||Chairman & Managing Director ||5954400 ||5989694 ||-35294 ||71.19 |
|Shri. Jaykumar J. Rawal (till 08/07/2016) ||Whole-time Director (Business Development) ||1714600 ||2864471 ||-1149871 ||20.5 |
|Shri. Gulabsing Chaudhary ||Whole-time director (Works) ||959196 ||1069896 ||-110700 ||11.47 |
|Smt. Hansarani Vaghela (w.e.f 13/08/2016) ||Whole-time director (Works) ||426322 ||- ||- ||5.1 |
|Shri. Subramani Seetharaman ||Chief Financial Officer (KMP) ||924312 ||900000 ||24312 ||11.05 |
|Ms. Varsha Punwani (upto 30/09/2016) ||Company Secretary (KMP) ||271428 ||38863 ||232565 ||3.25 |
|Ms. Chaitali Salgaonkar (w.e.f. 15/11/2016) ||Company Secretary (KMP) ||166330 ||- ||- ||1.99 |
The non- executive directors were paid only sitting fees of Rs. 682500 during the FY2016-17.
The percentage increase in remuneration of CFO- is nominal which is due to increament.
There were 372 permanent employees on the rolls of the Company as on 31st March 2017
DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014
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 no changein 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.
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 2016-17.
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 ProjectCo-Generation Power Plant Wind Mill at Brahmanwel & Fly Ash Brick Making Project.
c) Foreign exchange earnings and outgo:
The details of Foreign exchange earnings and outgo are detailed in Note No. 43 to 45forming part 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 38 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
The Company has commissioned a Wind Power Project with effect from 30th March 2002with an annual power generation capacity of around 14 Lacs units. In line with theGovernment notification your Company is maintaining cost records of generation ofelectricity through this project.
FIXED DEPOSITS :
As per the application made to Company Law Board dated 25th March 2015 pursuant tosection 74 (2) of the Companies Act 2013 requesting for an extension of time for therepayment of deposits maturing for repayment during the FY 2015-16 and FY 2016-17 &approving the repayment of such Fixed Deposits and interest thereon on the dates on whichsuch deposits fall due in the FY 2015-16 and FY 2016-17.The same has been dismissed videorder passed by the NCLT dated 18/01/2017 as the Company has fully paid its depositors.
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 on behalf of the Board |
| ||Jitendrasinh J. Rawal |
|Place : Mumbai ||Chairman & Managing Director |
|Date : 16th August 2017 ||DIN:00235016 |