| 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
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