You are here » Home » Companies » Company Overview » Uravi T and Wedge Lamps Ltd

Uravi T and Wedge Lamps Ltd.

BSE: 535061 Sector: Auto
NSE: URAVI ISIN Code: INE568Z01015
BSE 05:30 | 01 Jan Uravi T and Wedge Lamps Ltd
NSE 05:30 | 01 Jan Uravi T and Wedge Lamps Ltd

Uravi T and Wedge Lamps Ltd. (URAVI) - Director Report

Company director report

To

The Members

Uravi T and Wedge Lamps Limited

Your Directors have pleasure in presenting the Sixteenth Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended March 31 2020.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results:

The Company's performance during the year ended March 31 2020 as compared to theprevious financial year is summarized below:

Particulars For the financial year ended March 31 2020 For the financial year ended March 31 2019
Income 3649.78 3548.67
Less: Expenses (3450.93) (3143.82)
Profit/ (Loss) before tax 198.85 404.85
Less: Provision for tax 39.14 (117.52)
Income Tax of earlier years w/off (2.53) -
Exception Income - -
Exception expenditure - -
Profit after Tax 162.24 287.33

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to manufacturing ofwedge and capless types of lamps.

The Company achieved turnover of Rs. 3649.78 Lacs during the year as compared to Rs.3548.67/- Lacs in the previous financial year. The Company Earned Profit After Tax of Rs.162.24 Lacs during the financial year as compared to Rs. 287.33/- Lacs of previousfinancial year.

There was no change in nature of the business of the Company during the year underreview.

c. DIVIDEND:

With a view to conserve resources your Directors thought it would be prudent not torecommend any dividend for the financial year under review.

d. UNPAID DIVIDEND & IEPF:

The Company has not transferred any amount to the Investor Education & ProtectionFund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

e. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve.

f. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND IOINT VENTURE COMPANIES:

During the year under review your Company did not have any subsidiary associate andjoint venture company.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 (“the Act”) read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

h. LOANS FROM DIRECTORS:

During the financial year 2019-20 as per Rule 2(1)(c)(viii) of the Companies(Acceptance of Deposits) Rules 2014 the Company has borrowed the following amount(s)from Directors and their relatives and they have given a declaration in writing to theCompany to the effect that the amount is not being given out of funds acquired by him byborrowing or accepting loans or deposits from others.

Sr. No. Name of Person Relation with Company Outstanding amount
1. Niraj D Gada Director 515452.66
2. Kaushik D Gada Director 108118.00
3. Brijesh Aggarwal Director 35237239.00
4. Anant Aggarwal Director 7957483.00

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements referred to in Section 188(1) ofCompanies Act 2013 entered by the Company with related party (ies) as defined under theprovisions of Section 2(76) of the Companies Act 2013 during the financial year underreview are furnished in Form AOC-2 and is attached as Annexure I and forms part of thisReport.

j. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure II which forms part of this Report.

k. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2020 made under theprovisions of Section 92(3) of the Act is attached as Annexure III which forms part ofthis Report.

l. PARTICULARS OF INVESTMENTS LOANS GUARANTEES AND SECURITIES:

Full particulars of investments loans guarantees and securities covered under Section186 of the Companies Act 2013 provided during the financial year under review has beenfurnished in Notes to Accounts which forms part of the financials of the Company.

m. DISCLOSURES UNDER SECTION 134f3)fl) OF THE COMPANIES ACT. 2013:

No material changes have occurred between the end of the financial year of the Companyand the date of this report.

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

i. Appointment:

There was no appointment of any Director or KMP during the financial Year 2019-20.

ii. Retirement by rotation

In accordance with the provisions of the Act none of the Independent Directors isliable to retire by rotation.

As per the provisions of Section 152 of the Companies Act 2013 Mr. Anant Aggarwal isliable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

Your Directors have recommended his approval.

b) DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 5 times on the following dates during the financial yearended 31st March 2020 in accordance with the provisions of the Companies Act 2013 andrules made thereunder.

Sr. No. Date of Board Meeting
1. 04th April 2019
2. 28th May 2019
3. 26th August 2019
4. 14th November 2019
5. 09 th March 2020

• COMPOSITION OF THE BOARD:

The Composition of the Board and the details of meetings attended by its members aregiven below:

Name of the Director Nature of Directorship Status No. of Meetings attended
Niraj Damji Gada Managing Director and Chief Financial Officer Chairman of the Company 5/5
Kaushik Damji Gada Whole Time Director and CEO Member of the Board 5/5
Anant Aggarwal Non-Executive-NonIndependent Director Member of the Board 1/5
Brijesh Aggarwal Non-Executive-NonIndependent Director Member of the Board 2/5
Darshita Gandhi Non-Executive - Independent Director Member of the Board 5/5
VidyutShah Non-Executive - Independent Director Member of the Board 5/5

The Company has complied with the applicable Secretarial Standards in respect of allthe above Board meetings.

b. AUDIT COMMITTEE:

• PREAMBLE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013 (“the Act”). The Composition of the AuditCommittee is in conformity with the provisions of the said section.

• TERMS OF REFERENCE OF AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee have been framed in accordancewith the Act.

The members of the Committee met 4 times on the dates mentioned below during thefinancial year ended 31st March 2020 in accordance with the provisions of the CompaniesAct 2013 and rules made thereunder

Sr. Date of Audit Committee
No. Meeting
1. 28th May 2019
2. 26 th August 2019
3. 14th November 2019
4. 09 th March 2020

• COMPOSITION OF AUDIT COMMITTEE:

The Composition of Audit Committee and the details of meetings attended by its membersare given below:

Name of the Member Nature of Directorship Status No. of Meetings attended
VidyutShah Non-Executive Director - Independent Chairman 4/4
Darshita Gandhi Non-Executive Director - Independent Member 4/4
Niraj Damji Gada Managing Director & CFO Member 4/4

c. NOMINATION AND REMUNERATION COMMITTEE:

• PREAMBLE:

The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees which is hostedon the website of the Company at the following link:

https://www.uravilamps.com/policies.html

• TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

The scope and terms of reference of the Nomination & Remuneration Committee havebeen framed in accordance with the Act.

The members of the Committee met once on 26th August 2019 during thefinancial year ended 31st March 2020 in accordance with the provisions of theCompanies Act 2013 and rules made thereunder.

• COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Composition of Nomination and Remuneration Committee and the details of meetingsattended by its members are given below:

Name of the Member Nature of Directorship Status No. of Meetings attended
Darshita Gandhi Non-Executive Director - Independent Chairman 1/1
VidyutShah Non-Executive Director - Independent Member 1/1
Brijesh Aggarwal Non-Executive Director - Non-Independent Member 1/1

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 (5) of the Companies Act 2013 the Board of Directors of theCompany has constituted the Stakeholder's Relationship Committee.

• TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The scope and terms of reference of the Stakeholders Relationship Committee have beenframed in accordance with the Act.

The members of the Committee met once on 09th March 2020 during thefinancial year ended 31st March 2020 in accordance with the provisions of the CompaniesAct 2013 and rules made thereunder.

• COMPOSITION OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Composition of Stakeholders Relationship Committee and the details of meetingsattended by its members are given below:

Name of the Member Nature of Directorship Status No. of Meetings attended
Brijesh Aggarwal Non-Executive- NonIndependent Director Chairman 1/1
Kaushik Gada Executive Director & CEO Member 1/1
Niraj Gada Managing Director & CFO Member 1/1

e. INDEPENDENT DIRECTORS MEETING:

A separate meeting of Independent Directors to evaluate the performance ofnonindependent directors performance of the board as a whole and performance of theChairman was reviewed and evaluated could not be held due to the ongoing Corona virusPandemic.

However the same does not results into any violation as relaxation with respect to thesame has been provided by Ministry of Corporate Affairs (MCA).

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed “Vigil Mechanism Policy” for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

The Whistle Blower/ Vigil mechanism Policy of the company is available on the company'swebsite and can be accessed in the link provided herein below:

https://www.uravilamps.com/policies.html

g. RISK MANAGEMENT:

The Board of Directors of the Company has designed “system” to mitigate Riskand Guidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and has defined a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

h. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

The Board has adopted a formal evaluation mechanism for evaluating its performance andas well as that of its Committees and individual directors including the Chairman of theBoard going forward.

The Board Evaluation Policy of the company is available on the company's website andcan be accessed in the link provided herein below:https://www.uravilamps.com/policies.html

i. A separate report on Management Discussion & Analysis is appended to this AnnualReport as an Annexure IV and forms part of this Directors' Report.

j. CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT:

The Company has adopted a Code of Conduct for the Members of the Board and the SeniorManagement.

This Code of Conduct of the company is available on the company's website and can beaccessed in the link provided herein below:

https://www.uravilamps.com/policies.html

All the members of the Board and the Senior Management Personnel have affirmedcompliance to the Code of Conduct as on 31st March 2020 and a declaration to that effectsigned by the Whole Time Director is given below.

I hereby confirm that:

“The company has obtained from all the members of the Board and senior managementaffirmation that they have complied with the code of conduct for directors and seniormanagement in respect of the financial year 2019-20.”

SD/-

Kaushik Damji Gada Whole-Time Director & CEO DIN:00515876

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31stMARCH. 2020:

The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2020 read with the explanatorynotes therein are self-explanatory and therefore do not call for any further explanationor comments from the Board under Section 134(3) of the Companies Act 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2020:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary M/s MMJB &Associates LLP Company Secretaries has been appointed to issue Secretarial Audit Reportannexed as Annexure V for the financial year 2019-20.

Secretarial Audit Report issued by M/s MMJB & Associates LLP Practicing CompanySecretaries in Form MR-3 for the financial year 2019-20 forms part to this report. Thesaid report does not contain any observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

c. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 Mr. Harsh H. Dedhia. Chartered Accountants (MembershipNo: 141494) the Statutory Auditor of the Company have been appointed for a term of fiveconsecutive year commencing from 01/04/2019 and he continues to be the Statutory Auditorsof the Company.

d. COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis not required to maintain Cost Records under said Rules.

e. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section 143(12) of the Act read with Companies (Accounts) Rules 2014.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts)

Rules 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

b. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2020 theBoard of Directors hereby confirms that:

i. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2020 and of the profit/loss of the Company for that year;

iii. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

iv. the annual accounts of the Company have been prepared on a going concern basis;

v. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Composition of the committee:

Names of Member Designation
Ms. Darshita Chintan Gandhi Presiding Officer
Ms. Aditi Amit Kamalakar Member
Mr. Niraj Damji Gada Member
Mr. Kaushik Damji Gada Member

d. DISCLOSURE UNDER SECTION 43fa)fii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54f1)fd) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62f1)fb) OF THE COMPANIES ACT. 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

g. DISCLOSURE UNDER SECTION 67f3) OF THE COMPANIES ACT. 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

6. DISCLOSURE UNDER SECTION 197f12) OF THE COMPANIES ACT. 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES. 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules 2014have been marked as Annexure VI

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

For and on behalf of the Board Uravi T and Wedge Lamps Limited

Date: August 31 2020 Sd/- Sd/-
Place: Mumbai Mr. Niraj Damji Gada Mr. Kaushik Damji Gada
Managing Director Whole-Time Director & CEO
DIN:00515932 DIN: 00515876

.