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युनिवर्सल स्टार्च केम अलायड निदेशकों की रिपोर्ट, युनिवर्सल स्टार्च केम अलायड निर्देशकों द्वारा रिपोर्ट

युनिवर्सल स्टार्च केम अलायड

बीएसई: 524408  |  NSE: N.A  |  ISIN: INE113E01015  |  Miscellaneous

खोजें युनिवर्सल स्टार्च केम अलायड कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
 Dear Members,
 
 The Directors have pleasure in presenting the 42nd Annual Report of
 the Company along with audited statements of accounts for the year
 ended 31st March 2015. The summarized financial results are given
 below:
 
 Particulars                                 2014- 2015     2013- 2014
 
 Sales (Gross) and Other Income                 20808        19809
 
 Profitbeforedepreciation                         271         1182
 
 Depreciation                                     473          473
 
 (Loss)/ProfitBeforetax                         (202)          709
 
 Provisionfortaxation(IncludingDeferred)           92          332
 
 (Loss) / Profit after tax                      (110)          377
 
 Less Short Provision for Taxation of              -            4
 Previous Years
 
 Less Adjustement related to Fixed Assets        (98)            -
 
 Balance brought forward                          507          134
 
 Balance Carried forward to Balance Sheet         299          507
 
 DIVIDEND :
 
 In view of loss during the year under review the Board of Directors do
 not recommend any dividend for the Financial year ended 31st March
 2015.
 
 PERFORMANCE REVIEW & BUSINESS OUTLOOK:
 
 Your Company''s Gross Sales for the year is Rs 20808 Lacs as compared to
 Rs. 19809 Lacs last year. The result for the year shows Loss before
 Depreciation of Rs. 271 Lacs as against profit before depreciation of
 Rs. 1182 Lacs in the previous year, net loss before tax is Rs. 202 Lacs
 as compared to Profit of Rs. 709 Lacs in the previous year. The
 decrease in operational profit was due to overall cost increase coupled
 with decrease in sales realisation. Further details of operation are
 given in the management discussion and analysis report which form part
 of this report.
 
 The year 2015-2016 offers reasonably improved picture in terms of the
 growth in starch industry in comparison with previous years. Your
 company has entered into new export markets which will in turn increase
 the turnover further.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 134(5) of the Companies Act, 2013, Directors of
 your Company hereby state and confirm that:
 
 a) in the preparation of the annual accounts for the year ended 31st
 March, 2015, the applicable accounting standards have been followed
 along with proper explanation relating to material departures;
 
 b) they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the company at the end of the financial year and of the Loss of the
 company for the same period;
 
 c) the directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 2013 for safeguarding the assets of
 the company and for preventing and detecting fraud and other
 irregularities;
 
 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 and were operating effectively;
 
 f) they have devised proper systems to ensure compliance with the
 provisions of all applicable laws and these are adequate and are
 operating effectively.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL:
 
 Pursuant to the provisions of Section 149 of the Companies Act, 2013,
 which came into effect from April 1, 2014, Shri. Ashok N. Kothary (DIN
 00811919), Shri. Dev Prakash Hemraj Yadava (DIN 00778976), Shri. Ashok
 C. Shah (DIN 00236555), Shri.  Bindumadhavan Ranga Venkatesh (DIN
 01799569) and Smt. Sudha Ramesh Modi (DIN 01633060) were appointed as
 independent directors at the annual general meeting of the Company held
 on 29th September, 2014. The terms and conditions of appointment of
 independent directors are as per Schedule IV of the Act. They have
 submitted a declaration that each of them meets the criteria of
 independence as provided in Section 149(6) of the Act and there has
 been no change in the circumstances which may affect their status as
 independent director during the year.
 
 Shri Sarvadamansingh R. Vaghela (DIN 00009741) appointed as a Director
 on 29th Septmber, 2010 at the 37th AGM of the Company tendered his
 resignation to the Board vide his letter dated 5/11/2014 and the Board
 accepted his resignation at the Board Meeting held on 8/11/2014. Board
 places on records its appreciation of the invaluable contribution and
 guidance provided by him.
 
 The Director Shri. Vikrant J. Rawal (DIN 02440151) retires at the
 ensuing Annual General Meeting and being eligible offers himself for
 re-appointment.
 
 Shri. Jitendrasinh J. Rawal (DIN 00235016) was re-appointed, as a
 Chairman & Managing Director during the year subject to the approval of
 shareholders. At Sr No. 4 of the Notice, special resolution appointing
 him is put for members'' approval. The Board recommends his appointment.
 
 Pursuant to the provisions of Section 203 of the Act, which came into
 effect from April 1, 2014, the appointment of Shri. Subramani
 Seetharaman, Chief Financial Officer as key managerial personnel of the
 Company was formalised on April 01,2015. Shri. AshokA.  Baride stepped
 down from the position of ChiefFinancial Officer on March 31, 2015.
 
 DISCLOSURE OF PECUNIARY RELATIONSHIP:
 
 There was no pecuniary relationship or transactions of the
 non-executive directors vis-a vis the company during the year. Also, no
 payment, except sitting fees, was made to any of the non-executive
 directors of the Company.
 
 STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:
 
 Shri. Ashok N. Kothary (DIN 00811919), Shri. Dev Prakash Hemraj Yadava
 (DIN 00778976), Shri. Ashok C. Shah (DIN 00236555), Shri. Bindumadhavan
 Ranga Venkatesh (DIN 01799569) and Smt. Sudha Ramesh Modi (DIN
 01633060), Independent Directors of the Company have given their
 respective declaration as required under Section 149(7) of the
 Companies Act, 2013 to the effect that they meet the criteria of
 independence as provided in 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 2014-15, four meetings of the Board of
 Directors were held. For details of the Board meetings please refer to
 the Corporate Governance forming part of the 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
 performance, Board 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, 2014 and the corporate
 governance requirements as prescribed by Securities and Exchange Board
 of India (SEBI) under Clause 49 of the Listing Agreements (Clause
 49).
 
 The performance of the Board was evaluated by the Board after seeking
 inputs from all the directors on the basis of the criteria such as the
 Board composition and structure, effectiveness of board processes,
 information and functioning, transparency, adhering to good corporate
 governance practices etc.
 
 The performance of the committees was evaluated by the board after
 seeking inputs from the committee members on the basis of the criteria
 such as the composition of committees, effectiveness of committee
 meetings, etc.
 
 The Board and the Nomination and Remuneration Committee reviewed the
 performance of the individual directors on the basis of the criteria
 such as the contribution of the individual director to the Board and
 committee meetings like preparedness on the issues to be discussed,
 meaningful and constructive contribution and inputs in meetings,
 leadership quality, attitude, initiatives decision making, commitment,
 achievements etc. In addition, the Chairman was also evaluated on the
 key aspects of his role.
 
 In a separate meeting of Independent Directors on 14th March, 2015,
 performance of non-independent directors, performance of the board as a
 whole and performance of the Chairman was evaluated, taking into
 account the views of executive directors and non-executive directors.
 The meeting also assessed the quality, quantity and timelines of flow
 of information between the company management and the board that is
 necessary for the board to effectively and reasonably perform its
 duties.
 
 NOMINATION AND REMUNERATION POLICY:
 
 In terms of Section 178 (3) of the Companies Act, 2013 and Clause 49 IV
 of the listing agreement entered in to with the Bombay Stock Exchanges,
 a policy on Nomination and Remuneration of Directors and Senior
 Management Employees including, inter alia, criteria for determining
 qualifications, positive attributes and independence of directors was
 formulated by the Nomination and Remuneration Committee and adopted by
 the Board of Directors. The said policy is annexed as Annexure A to the
 Boards'' Report.
 
 INTERNAL FINANCIAL CONTROLS:
 
 The Company has adopted the policies and procedures for ensuring the
 orderly and efficient conduct of its business, including adherence to
 the Company''s policies, the safeguarding of its assets, the prevention
 and detection of fraud and errors, the accuracy and completeness of the
 accounting records and timely preparation of reliable financial
 disclosures.
 
 AUDIT COMMITTEE:
 
 The details pertaining to composition of audit committee are included
 in the Corporate Governance Report, which forms part of this report.
 
 AUDITORS:
 
 i) Statutory Auditors :
 
 M/s. M.B. Agrawal & Co., Chartered Accountants (Firm Registration No.
 100137W) were appointed to hold office from the conclusion of
 Forty-first Annual General Meeting of the Company to the the conclusion
 of Forty-fourth Annual General Meeting of the Company (subject to
 ratification of their appointment at every AGM) on such remuneration as
 may be fixed by the Board of Directors of the Company. They being
 eligible offer themselves for approval of their re-appointment from the
 conclusion of the Forty-second Annual General Meeting to the conclusion
 of Company''s Forty-fourth Annual General Meeting as per the provisions
 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
 Rules, 2014.
 
 ii) Secretarial Auditors:
 
 According to the provision of section 204 of the Companies Act, 2013
 read with Rule 9 of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, the Secretarial Audit Report
 submitted by M/s. Leena Agrawal & Co., Practising Company Secretary
 (Membership No. 19600, C.P. No. 7030) is enclosed as a part of this
 report.
 
 EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION/ RESERVATION/
 ADVERSE REMARK/ DISCLAIMER MADE IN AUDITORS'' REPORT AND SECRETARIAL
 AUDITORS'' REPORT:
 
 The auditors'' report and secretarial auditors'' report does not contain
 any qualifications, reservations or adverse remarks.
 
 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
 
 The particulars of loans, guarantees and investments have been
 disclosed in the financial statements.
 
 CORPORATE SOCIAL RESPONSIBILITY:
 
 In terms of section 135 and Schedule VII of the Companies Act, 2013,
 the Board of Directors of your Company have constituted a CSR
 Committee.
 
 The brief outline of the Corporate Social Responsibility (CSR) Policy
 of the Company and the initiatives undertaken by the Company on CSR
 activities during the year are set out in Annexure C of this report
 in the format prescribed in the Companies (Corporate Social
 Responsibility Policy) Rules, 2014.
 
 EXTRACT OF ANNUAL RETURN:
 
 An extract of Annual Return in Form MGT 9 for the Financial Year 2014 -
 2015 has been enclosed 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 read with Rule 5 of
 The Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
 respect of employees of the Company and Directors is furnished
 hereunder:
 
 S No       Name                      Designation          Remuneration
                                                           paid in FY
                                                            2014-15
 
 
 1     Shri. Jitendrasinh J. Rawal*   Chairman &               5365699
                                      Managing Director
 
 2     Shri. Jaykumar J. Rawal        Whole-time               2636453
                                      Director (Business
                                      Development)
 
 3     Shri. Gulabsing Chaudhary      Whole-time               1011684
                                      director (Works)
 
 4     Shri. Ashok A. Baride          Chief Financial           750000
       (01/06/2014 -                  Officer (KMP)
       31/03/2015)
 
 5     Shri. Y. L. Sindhwad           Company                   618108
                                      Secretary (KMP)
 
 S No       Name                       Remuneration      Increase in
                                       paid in FY        remuneration
                                       2013-14           from previous
                                                         year
 
 1     Shri. Jitendrasinh J. Rawal*     5819950            -454251
 
 
 2     Shri. Jaykumar J. Rawal          2790970           -154517
 
 
 
 3     Shri. Gulabsing Chaudhary         711359            300325
 
 
 4     Shri. Ashok A. Baride                  -                NA
       (01/06/2014 -
       31/03/2015)
 
 5     Shri. Y. L. Sindhwad              545390             72718
 
 S No       Name                               Ratio / Time
                                               Per Median
                                               of Employees
                                               Remuneration
 
 1     Shri. Jitendrasinh J. Rawal*               82.25
 
 2     Shri. Jaykumar J. Rawal                   39.46
 
 3     Shri. Gulabsing Chaudhary                 13.58
 
 4     Shri. Ashok A. Baride
       (01/06/2014 -
       31/03/2015)
 
 5     Shri. Y. L. Sindhwad
 
 * During the Financial Year 2014-15 excess remuneration amounting to
 Rs. 21.13 lac and Rs. 22.20 lac for the Financial Year 2012- 13 and
 2013-14 respectively paid to Shri Jitendra Sinh J. Rawal, Chairman and
 Managing Director was recovered.
 
 MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
 
 There have not been any material changes and commitment affecting the
 financial position of the Company during the financial year 2014-15.
 
 INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS)
 RULES, 2014 - 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 endeavor has been made to ensure the optimal use of energy, avoid
 wastage and conserve energy as far as possible.
 
 b) Technology Absorption:
 
 1 The Company has successfully implemented the procedures to improve
 the productivity , quality, energy saving, GMP and GHP.  The R & D
 Department is active in upgrading the technology of production of value
 added products through finely tuning the SOP.
 
 The range of value added products have been widened to satisfy the
 specific applications in pharmaceutical, food and paper industry. The
 Company received GMP license from 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 the manufacturing and storage of products. The
 Pest control schedules resulted control on Total bacterial Count (TBC)
 and Total Fungal Count (TFC) along with control of pathogens in
 finished products.
 
 3 The Company established Air Handling Unit (AHU) at Microbiology
 Laboratory as the compliance 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 & Fly Ash Brick Making Project.
 
 c) Foreign exchange earnings and outgo:
 
 The details ofForeign exchange earnings and outgo are detailed in Note
 No. 44 to 46 forming part ofAccounts.
 
 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
 COURTS OR TRIBUNALS 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 or tribunals which have an effect on the going
 concern status of the company and its operations.
 
 EMPLOYEE RELATIONS
 
 The relations of the management with staff and workers remained cordial
 during the entire year.
 
 CORPORATE GOVERNANCE :
 
 Your Company has complied with the Corporate Governance practices
 mandated by Clause 49 of the Listing Agreement with the Stock Exchange.
 As per various amendments made in Clause 49 of the Listing Agreement,
 the company has adopted the Code of Conduct which is also available on
 the website of the Company. All the Board members and Senior Management
 Personnel have affirmed compliance with the code of conduct. The
 Corporate Governance Report along with the 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
 Management Discussion and Analysis Report also accompanies this report.
 
 RELATED PARTY TRANSACTIONS :
 
 Related party transactions that were entered during the financial year
 were on an arm''s length basis and were in the ordinary course of
 business. There were no materially significant related party
 transactions with the Company''s Promoters, Directors, Management or
 their relatives, which could have had a potential conflict with the
 interests of the Company. Transactions with related parties entered by
 the Company in the normal course of business are periodically placed
 before the Audit Committee for its omnibus approval and the particulars
 of contracts entered during the year is given in Note 39 of the
 Financial Statements. The Board of Directors of the Company has, on the
 recommendation of the Audit Committee, adopted a policy to regulate
 transactions between the Company and its Related Parties, in compliance
 with the applicable provisions of the Companies Act 2013, the Rules
 thereunder and the Listing Agreement. This Policy was considered and
 approved by the Board. The said policy is posted on the website of the
 Company, www.universalstarch.com and its weblink is
 http://www.universalstarch.com
 
 WIND MILL:
 
 The Company has commissioned a Wind Power Project with effect from 30th
 March 2002, with an annual power generation capacity of around 14 Lacs
 units. In line with the Government notification, your Company is
 maintaining cost records of generation of electricity through this
 project.
 
 FIXED DEPOSIT OUTSTANDING:
 
 Fixed Deposits outstanding from the public and the shareholders as on
 31st March 2015 aggregated to Rs. Lacs 144.07 as against 285.71 lacs at
 the end of the previous year. There are no deposits accepted during the
 year. No deposit remain unpaid or unclaimed during the year. The Board
 of Directors at their meeting held on 31st January, 2015 gave their
 permission to make an application to the Company Law Board pursuant to
 section 74(2) of the Companies Act, 2013 requesting for an extension of
 time for the repayment 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 which such deposits fall due in
 the FY 2015-16 and FY 2016-17. Accordingly an application was made and
 is pending before the Company Law Board for its decision.
 
 ACKNOWLEDGEMENT:
 
 Your Directors take this opportunity to express their appreciation and
 gratitude to the Union Government, State Government, The Shamrao Vithal
 Co-op.Bank Ltd.. Customers and our valued shareholders of their kind
 support, co-operation and guidance.
 
                                        For and on behalf of the Board,
 
                                                 Jitendrasinh J. Rawal
                                                     Managing Director
 
 Place : Mumbai
 Date : 29.05.2015
 
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `781 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `904 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `788 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `736 Cr की बिकवाली
  • MARKET CUES : इंडेक्स ऑप्शंस में `490 की बिकवाली की
  • MARKET CUES : स्टॉक फ्यूचर्स में `393 Cr की खरीदारी
  • MARKET CUES : स्टॉक ऑप्शंस में `44.63 Cr की खरीदारी
  • IN F&O BAN : F&O बैन में Yes Bank शामिल
  • CLSA ON RELIANCE IND : BUY रेटिंग, लक्ष्य बढ़ाकर `2010/Sh
  • GOLDMAN SACHS ON RELIANCE IND : BUY रेटिंग बरकरार, लक्ष्य `1850/Sh

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