DIRECTORS' REPORT To the Members, 1. The Directors of your Company have pleasure in presenting the 23rd Annual Report together with the Financial Statements for the financial year ended 30th June, 2015*. 2. DIVIDEND In order to conserve the resources of the Company, your Directors do not recommend any dividend for the year 2014-15. 3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING/OPERATIONS DURING THE YEAR The other income of the Company was Rs. 15.01 Lacs as against Rs. 19.05 Lacs in the previous year. The loss for the year ended 30th June, 2015 was Rs. 8.60 Lacs as against profit of Rs. 4.23 Lacs in the previous year. 4. CHANGE IN THE NATURE OF BUSINESS , IF ANY No changes occur during the year in the nature of business. 5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED DURING THE YEAR. No material changes and commitments have occurred after the close of the year till the date of this report which affect the financial position of the company 6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There are no significant and material orders passed by the regulators or courts or tribunals impacting going concern status and company's operations in future 7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. 8. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES The details as required under this section are as follows: Holding Company : HCL Corporation Private Limited Other Group Company : HCL Infosystems Limited and its subsidiaries HCL Technologies Limited and its subsidiaries Subsidiary Company : NIL 9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS During the year under review , consolidated statements are not required . 10. DEPOSITS As on 30th June, 2015, neither the company has accepted any fixed deposit nor there is any unclaimed deposit. 11. STATUTORY AUDITORS The Auditors of the Company, M/s. S.D. Chopra & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors for the financial year 2015-16. Pursuand to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under the Company has receives certificate dated April 2, 2014 from the Auditor to the effect, inter-alia that their reappointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re - appointment under the provisions of applicable laws and also there is no proceeding against them with respect to professional matter of conduct. Your Directors recommend their reappointment 12. AUDITORS' REPORT The notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments from the Directors. The Auditors report doesn't contain any qualification , reservation or adverse remarks. 13. SHARE CAPITAL : There was no change in the share capital of the Company during the year. a. Issue of equity Shares with differential rights - NIL b. Issue of sweat equity shares - NIL c. Issue of employee stock option - NIL d. Provisions of moneys by company for purchase of its own shares - NIL 14. EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as annexure "B" in Form MGT-9 15. CORPORATE SOCIAL RESPONSIBILITY In view of the criteria of net worth /turnover and net profit of the Company as envisaged under Section 135 of the Companies Act, 2013 , the constitution of CSR Committee is not applicable in case of the Company 16. DIRECTORS a. Retirement by rotation Pursuant to Section 149, 152 and other applicable provisions if any of the Companies Act, 2013, one third of such of the Directors as are liable to retire by rotation , shall retire every year at the , and if eligible ,offer themselves for re - appointment at every Annual General Meeting . Consequently Ms.Rita Gupta, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment in accordance with the provisions of Companies Act, 2013.. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Your Directors' recommend their appointment /reappointment at the ensuing Annual General meeting. b. Changes in Directors and Key Managerial Personnel Mr.Kul Bhushan Rattan, Managing Director expired on 10th September, 2015 causing casual vacancy. The Board place on record their appreciation of the invaluable contribution and guidance provided by him. Mr. Bhupinder Gupta and Mr. Vikas Gupta were inducted in the Board. The brief resume of the Directors being appointed / reappointed, the nature of their expertise in specific functional areas, names of Companies in which they have held directorships, committee memberships / Chairmanships, their shareholdings etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting. Mr. Bhupinder Gupta is designated as Managing Director by the Board & Mr. Vikas Agarwal is proposed to be appointed as Independent Director. c. Declaration by an Independent Director(s) and re-appointment - The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. d. Formal Annual Evaluation Pursuant to provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement , the Board has carried out an evaluation of its own performance , the Directors individually and the evaluation of the working of its Audit , Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been given in Corporate Governance Report. 17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS There were 8 Board Meetings during the year ( 1st April, 2014 to 30th June, 2015) i.e. 30th May, 2014,13th August, 2014, 19th August, 2014, 14th November, 2014, 6th January, 2015, 12th February, 2015, 31st March, 2015 and 14th May, 2015. The details of the Board meetings are stated in the Corporate Governance report. 18. AUDIT COMMITTEES The details pertaining to Audit Committee are included in the Corporate Governance Report which forms part of this report. 19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES In terms of Section 177 of the Companies Act, 2013 and listing Agreement, the Company has formulated the Whistle Blower Policy / Vigil Mechanism under Audit Committee. The Audit Committee consists of the following members a. Mr.Vikas Agarwal - Chairman b. Mr.Bhupinder Gupta - Member c. Mr.Sushil Kumar Jain - Member d. Ms. Rita Gupta - Member The above composition of the Audit Committee consists of independent Directors viz., Mr. Vikas Agarwal and Mr Sushil Kumar Jain who forms half of the total members with independent director as chairman. The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company The policy on vigil mechanism may be, accessed on the Company's website www.uniofficeautomaion.com During the year under review no complaint was received from any Whistle Blower. 20. NOMINATION AND REMUNERATION POLICY The Board on the recommendation of Nomination & Remuneration Committee framed a policy for selection and appointment of Directors & KMPs and their remuneration. The Nomination & Remuneration Policy is annexed as Annexure "A". 21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 There are no loans, guarantees or investments applicable to company under Section 186 of the Companies Act, 2013. 22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY All contracts / transactions entered by the Company during the financial year with related party were in the ordinary course of business and on an arm's length basis. During the year the Company had not entered into any contracts/arrangements/transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions. The policy on related party transactions approved by the Board may be accessed on the Company's website www.uniofficeautomaion.com 23. MANAGERIAL REMUNERATION During the year under review , No managerial remuneration was paid 24. SECRETARIAL AUDIT REPORT The Board has appointed M/s Siddiqui & Associates, Practising Company Secretary to conduct Secretarial Audit for the year 2014-15. The Secretarial Audi for the financial year 2014-15 ended on June 30, 2015 is annexed herewith as annexure "C". The Secretarial Audit report does not contain any qualification, reservation or adverse remark. 25. CORPORATE GOVERNANCE CERTFICATE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.A separate report on "Corporate Governance" is annexed hereto as part of Annual Report. A separate report on "Corporate Governance " is annexed as Annexure "D" hereto as part of Annual Report. The requisite certificate from the Auditors' of the Company confirming compliance with the conditions of corporate governance as stipulated under Clause 49, is attached as "Annexure 1" to the Report on corporate governance and form part of Annual report. 26. RISK MANAGEMENT POLICY Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement , the Company has laid down Risk Management Policy to inform Board Members about the risk assessment and minimization procedures which is also given in Corporate Governance Report. 27. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO CLAUSE (C) OF SUB-SECTION 3 & 5 OF SECTION 134 OF THE COMPANIES ACT, 2013 Your Directors' state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively 28. PARTICULARS OF EMPLOYEES During the year, there were no employees covered under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014. 29. ADDITIONAL INFORMATION RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. During the year under review considering the nature of activities undertaken by your Company, there are no particulars to be furnished in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo. 30. EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees. 31. ACKNOWLEDGEMENT Your Directors wish to thank the Government authorities, bankers and shareholders for their co-operation and assistance extended to the Company. On behalf of the Board of Directors Bhupinder Gupta (MANAGING DIRECTOR) (DIN - 00815271) Sushil Kumar Jain (DIRECTOR) (DIN - 00022573) 23rd October, 2015 Noida |