Ucal Fuel Systems Ltd Directors Report.

The Directors hereby present the 35th Annual Report together with the audited accounts of the company for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

The performance of the company for the year ended 31st March 2021 is as follows: ( in lakhs)

For the year ended

Particulars 31.03.2021 31.03.2020
Revenue from operations 49,263.43 50,967.70
Total Expenditure 43,874.13 43,964.26
Operating Income 5,389.30 7,003.44
Other Income 466.22 766.39
Profit before Interest, Depreciation, Tax and Exceptional items 5,855.52 7,769.83
Interest 2,356.18 2,185.44
Depreciation 2,108.15 2,051.98
Profit before Tax & Exceptional items 1,391.20 3,532.41
Exceptional items - (10,509.00)
Profit/(Loss) before Tax 1,391.20 (6,976.59)
Tax Expense/(credit) (2,141.72) 1,598.45
Profit/(Loss) after Tax 3,532.92 (8,575.04)
Balance of profit brought forward from last year 10,264.97 21,316.27
Amount Available for appropriation 13,797.89 12,741.23
Appropriations
Transfer to general reserves - -
Dividend paid during the year - (1,990.23)
Tax on dividend - (392.93)
Other comprehensive Income/ (loss) 72.29 (93.10)
Balance Profit Carried to balance sheet 13,870.18 10,264.97

DIVIDEND

The Board has out of the profits available for appropriation recommended a dividend of 2 per equity share for the financial year 2020-21 on the 2,21,13,625 equity shares of face value of 10 each for the approval of the shareholders at the ensuing Annual General Meeting. The total dividend amount would be 442.27 lakhs. The dividend, if approved by the shareholders, will be paid within the due date to all the eligible shareholders whose names appear in the register of members of the company as on the record date fixed for this purpose. The dividend declared is as per the dividend policy of the company. The dividend policy is disclosed in the website of the company www.ucalfuel.com, weblink: http://www. ucalfuel.com/policy-dividend.pdf.

TRANSFER TO GENERAL RESERVE

There has been no transfer to the general reserve of the company for the financial year 2020-2021.

SHARE CAPITAL

The paid-up equity share capital of the company as on 31st March 2021 was 22,11,36,250. The company has not issued any Equity Shares, Sweat Equity Shares, Employee Stock Options and not called for Buy back of Shares during the financial year.

FINANCIAL PERFORMANCE

The net revenue from the operations of the company stood at 49,263 lakhs in the financial year 2020-2021 as against 50,968 lakhs in the financial year 2019-20 resulting in a decreased revenue of 3.46%. This can be attributed to the reduced offtake by the existing customers owing to the ensuing change in the emission norms from 1st April, 2020 and also due to a general slowdown in the economy during COVID-19. The earnings before Interest, Tax and Depreciation (EBITDA) stood at 5,856 lakhs in the financial year 2020-2021 as against 7,770 lakhs in the financial year 2019-20 as in addition to a decrease in the net revenue from operations there was also a constraint in raising selling prices despite an increase in the input cost.

The exports stood at 984 lakhs in the financial year 2020-2021 as compared to 740 lakhs in the financial year 2019-20. Continuous efforts are on to enhance the company’s presence in the export market. The spares sales of the company in the financial year 2020-2021 stood at 9,270 lakhs as against 6,690 lakhs in the previous financial year. The offtake by the dealers and the Original Equipment Manufacturers (OEMs) increased in 2020-2021 resulting in a 39% increase. The company has put in extra efforts to expand its dealership network and become competitive in the spares market which is beset with spurious products. The Profit/(Loss) After Tax (PAT) for the financial year 2020-2021 stood at 3,533 lakhs as against a loss of (8,575) lakhs of the previous financial year. The company’s earnings per share is 16 in financial year 2020-21 as compared to "Nil" for the financial year 2019-2020 due to the exceptional item of 10,509 lakhs which is the provision for impairment of value of investment made in Ucal Holdings Inc as mandated under the Accounting Standards. However, the consolidated financial statements of the company show a profit of 2,886 lakhs with earnings per share of 13. To augment its capacity to meet the requirements of its customers, under the stringent BSVI emission norms, the company has spent 1,630 lakhs in capital investment in the financial year 2020-2021 as compared to 6,092 lakhs spent in the financial year 2019-20. The company continues its thrust on R&D and has spent 1,184 lakhs in the financial year 2020-2021 as against an amount of 1,585 lakhs spent in the previous financial year. The new BSVI emission norms came into effect from 1st April, 2020 and the company has successfully developed and commercialised the electronic carburettor and other relevant components. Efforts are on to expand the indigenous market for the same. The company continues to supply the mechanical carburettor for the export market in addition to supplying spares to both OEMs and dealers.

DIRECTORS

Mr. Ram Ramamurthy (DIN: 06955444) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Necessary resolution for his reappointment has been set out in detail in the Notice convening the ensuing Annual General Meeting. The Board recommends his reappointment as Director of the company.

Mr. Jayakar Krishnamurthy’s (DIN: 00018987) term as Managing Director ends on 31st August, 2021. It is proposed to reappoint him as Managing Director for a further period of 5 five years from 1st September, 2021 to 31st August, 2026 on a remuneration as detailed in the Notice convening the Annual General Meeting.

Mr.S. Natarajan (DIN: 0155988) resigned from the Board with effect from 19.07.2021. The Company has benefited greatly from his association and the Board places on record its sincere appreciation for the services rendered by him during his tenure as director.

Mr. I.V. Rao (DIN: 00329370) was appointed as Additional Director (non-executive and independent category) in the Board meeting held on 13th August 2021, subject to the appointment being approved by the shareholders at the ensuing Annual General Meeting. Appropriate resolution for the appointment has been set out in detail in the Notice convening the ensuing Annual General Meeting. The Board recommends his appointment as Independent Director.

The information on Board meetings, committees of the Board, independent directors, Board diversity, remuneration policy, familiarization program for independent directors and Board evaluation are mentioned in the Corporate Governance Report.

Brief resume/details of Directors who are to be reappointed as mentioned herein has been furnished along with the explanatory statement in the Notice convening the ensuing Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 the directors to the best of their knowledge and belief and according to information and explanation obtained by them confirm that,

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to any material departures;

b) Such accounting policies have been selected and applied consistently and such judgments and estimates have been made 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 31st March 2021 and of the profit and loss of the company for the year ended 31st March 2021.

c) Proper and sufficient care has been taken 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) The annual accounts have been prepared on a "going concern" basis.

e) Proper internal financial controls to be followed by the company have been laid down and such internal financial controls are adequate and are operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating efficiently.

RESIGNATION OF COMPANY SECRETARY

Ms. Rekha Raghunathan stepped down as Company Secretary, Compliance Officer and Key Managerial Personnel of the Company with effect from the end of the working day of 10th June, 2021.

AUDIT COMMITTEE

The audit committee conforms to the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr.S. Natarajan resigned from the Board with effect from 19th July 2021. Ms.Lakshminarayanan Priyadarshini and Mr.I.V. Rao were inducted into the Audit Committee on 13th August 2021. The members of the Audit Committee as on date of this report are Mr.S.Balasubramanian, Mr. Jayakar Krishnamurthy, Ms.Lakshminarayanan Priyadarshini and Mr.I.V.Rao. Mr.S. Balasubramanian is the Chairman of the Audit committee. The committee met 5 times during the year. Detailed disclosure on the terms of reference and meetings are mentioned in the corporate governance report.

STATUTORY AUDITORS

M/s R. Subramanian and Company LLP, Chartered Accountants, Chennai (Registration Number: 004137S/S200041) were appointed statutory auditors of the company for a period of five consecutive years commencing from the conclusion of the 31st Annual General Meeting held on 28th September 2017 till the conclusion of the 36th Annual General meeting subject to the ratification of their appointment by the shareholders at the Annual General Meeting every year. However, as per the amendment in Section 40 of the Companies Amendment Act 2017, the ratification of the appointment of statutory auditor at the Annual General Meeting every year is not required. The emphasis of matter specified in the Independent auditor’s report on the Standalone Financial Statements has been explained in Note No. 38 (c) of the notes to accounts.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s. P. Sriram & Associates, a firm of practising company secretaries as secretarial auditor of the company to undertake secretarial audit of the company for the financial year 2020-2021. The report of the secretarial auditor is given in Annexure-I and forms part of this report. It does not contain any qualification, reservation, adverse remark or disclaimer except the following; (a) No woman Independent Director on the Board of the listed entity (from April 1, 2020 till December 06, 2020) (b) There was a shortfall in the minimum number of Independent Directors on the Board of the listed entity for the period from October 25, 2020 (after considering the 3 months period allowed for replacement by a new Independent Director from the date of resignation of an Independent Director) till December 06, 2020 (c) The composition of Nomination and Remuneration Committee as stipulated under the said regulation is not met for the period from October 25, 2020 (after considering the 3 months period allowed for replacement by a new Independent Director from the date of resignation of an Independent Director) till December 06, 2020.

It was clarified that due to covid pandemic prevailing prior to 1.4.2020 with various kinds of lock down by the central government, state government and containment zones resulted in additional disturbances and precaution action by the company. This has resulted in the company additionally taking one and half months’ time to comply with the requirement of appointing a woman independent director on the Board on 7th December 2020. Further the resignation of an Independent Director on 24th July 2020 was a sudden one and the company had 3 months time to replace such vacancy of the Independent Director till 23rd October 2020. The company has complied with the appointment of woman director on the Board with effect from 7th December 2020.

INTERNAL AUDITORS

M/s. P. Chandrasekar, Chartered Accountants, continue as internal auditors of the company. Their scope of work is periodically reviewed and updated by the audit committee. It includes among other things a review of the operational efficiency, effectiveness of systems and controls in existence, review of the processes to safeguard the assets of the company and assessing the strength of the internal control in all areas. The internal auditor’s report is discussed with the concerned stakeholders and corrective remedial action is taken on a regular basis in consultation with the audit committee. The internal auditors were present at the audit committee meetings as and when required.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 (the Act) read with Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors have appointed Mr. L. Thriyambak, Cost Accountant as Cost Auditor for the financial years 2020-2021 and 2021-2022 on a remuneration of 1,80,000 and 2,00,000 per annum respectively subject to the remuneration being ratified by the shareholders at the ensuing Annual General Meeting. The audit committee had recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained. Mr. L. Thriyambak has sent his consent for appointment as Cost Auditor for the financial years 2020-2021 and 2021-2022.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

Not applicable to the company.

THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Not Applicable to the company.

SUBSIDIARY COMPANIES

The company has two wholly-owned subsidiaries.-.

Ucal Polymer Industries Limited (UPIL)-The revenue from operation of UPIL stood at 3,832 lakhs in the financial year 2020-2021 as against 4,994 lakhs in the financial year 2019-2020. The decreased revenue can be attributed to the decreased offtake by UCAL Fuel Systems Limited (UFSL) which continues to be the only major customer of UPIL. The net Profit/(Loss) after tax stood at (56) lakhs in the financial year 2020-2021. UPIL continues to support the operations of UFSL by providing it an advantage in terms of pricing, quality and timeliness of supplies. UPIL has successfully met the new business requirements of UFSL as per BSVI emission norms.

Ucal Holdings Inc., (UHI)-The revenue from operations of UHI was 19,186 lakhs in the financial year 2020-2021 as against 21,780 lakhs in the financial year 2019-2020. In terms of US dollar, the revenue from operations was $ 258 lakhs during financial year 2020-2021 as compared to $ 300 lakhs in the financial year 2019-2020 recording a decrease of 16%. UHI has earned a net profit/ (loss) after tax of (502) lakhs during the financial year 2020-2021 as against a net profit/(loss) of (757) lakhs in the financial year 2019-2020.

The reduced revenue from operations and the profitability is due to the down turn in the US economy which had a direct impact on the operations of the company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended 31st March 2021 of the company and its subsidiaries together with the auditor’s report thereon are enclosed. The statement pursuant to sub section(3) of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 in the prescribed form AOC-1 relating to the subsidiary companies is given in Annexure-II.

The consolidated results of the company and its subsidiaries show that a net profit after tax of 2,886 lakhs has been achieved during the financial year 2020-2021 as against 2,115 lakhs in the financial year 2019-2020. The consolidated financial statements of 2020-2021 have been prepared taking into account the audited financial statements of all the subsidiary companies for the financial year 2020-2021 and all adjustments have been given effect to in the consolidated statements.

In terms of section 136 of the Companies Act, 2013 the company has not attached the financial statements of the subsidiary companies. However, the financial information of the subsidiary companies is disclosed in the annual report. The annual accounts, reports and other documents of the subsidiary companies will be available for inspection during business hours, by any shareholder of the company at the registered office of the company and also at the registered office of the concerned subsidiary and has also been posted on the website of the company www.ucalfuel.com. The annual accounts, reports and other documents of the subsidiary companies will be dispatched to the shareholders upon receipt of a request from them.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company’s CSR activities are in the field of education, sports, health, sanitation and preservation of culture and heritage. As per Section 135 of the Companies Act, 2013, the CSR Policy was formulated by the CSR Committee and thereafter approved by the Board. The CSR policy is displayed on the website of the company www.ucalfuel.com, weblink: http://www.ucalfuel.com/policycsrp.pdf. Mr.S.Balasubramanian is the chairman of the committee and Mr. Ram Ramamurthy and Mr. Jayakar Krishnamurthy are the other members of the committee. For the financial year 2020-2021 the report on corporate social responsibility is given as Annexure-III and forms part of the Board’s Report.

PUBLIC DEPOSITS

During the financial year 2020-2021, the company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 and there is no outstanding amount on account of principal or interest on deposits from public as on date.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The company has an efficient internal control system commensurate with its size and nature of business to safeguard the assets of the company and to ensure effective utilisation of resources. These controls ensure that transactions are completed on time and in an accurate manner and by following proper procedures and systems. The Company has external teams carrying out audit to strengthen the internal audit and risk management functions. The internal auditors cover a wide area of operations and this is being continuously reviewed by the audit committee. Internal audit is conducted on a quarterly basis by a team of internal auditors and the reports together with the action taken reports are reviewed by the audit committee periodically. The Board and Audit Committee ensure that the internal financial control system operates effectively and they regularly review the effectiveness of internal control system in order to ensure due and proper implementation and due compliance with applicable laws, accounting standards and regulatory norms. A system of management controls is also in place to ensure higher levels of efficiency and to keep the organisation competitive. All the critical functions of the company i.e., Sourcing and Procurement, Manufacturing, Costing, Finance, Dispatch and Sales are handled through Oracle system which is well-integrated. Checks and controls have been built into the system to handle the transactions. Existing internal controls provide adequate assurance to the management for all the transactions covering operations, inventory, fixed assets, financial records and compliance to statuary requirements. The systems and controls are reviewed periodically to ensure their effectiveness. The Board has adopted various policies like Material Subsidiary Policy, Whistle Blower Policy and Related Party Transactions Policy to safeguard the assets of the company, to ensure timely information and to prevent and detect frauds and errors.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, EARNINGS AND OUTGO

Information required under Section 134(3)(m)of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, on energy conservation, technology absorption, foreign exchange earnings and outgo is given in Annexure-IV.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in form MGT–9 is given in Annexure-V and forms part of this report. In accordance with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2021 is available on the Company’s website www.ucal.com. weblink: http://www.ucal.com/investors/Extract of Annual Return-MGT 9.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans and advances given, guarantees given, securities provided and investments made are provided in the Note No.3,4,11 and 43 of the notes to accounts of the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

The lockdown due to the Covid pandemic and the transition to BSVI emission norms had an impact on the turnover and the profitability of the company for the first two quarters of the financial year 2020-21. The impact of COVID-19 will be felt in the financial year 2021-22 as it is expected to further drag the slowness in the auto / auto component industry and the revival is bound to be slow. The Company has gradually resumed operations in its facilities, as per the guidelines issued by the Ministry of Health and Family Welfare, the Government of India. The Company has taken steps to build in all the safety and precautionary measures across all its facilities and locations. In spite of the various challenges due to the lockdown, the overall financial position of the company continues to remain stable. Except otherwise stated herein in this Report, there are no other material changes and commitment affecting financial position of the Company from the end of Financial Year March 31, 2021 and till the date of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has framed a Related Party Transaction Policy in compliance with Section 177 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, in order to ensure proper reporting and approval of transactions with related parties. The Policy is available on the websit www.ucal.com, : http://www.ucal.com/policy-rpp.pdf.

The company did not enter into any material transaction with any related party which may have potential conflict with the interest of company at large during the financial year 2020-2021 as per Section 188 of Companies Act, 2013. All transactions entered into with related parties were at an arm’s length basis and in the ordinary course of business. Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014, is given in Annexure-VI and forms part of this report. The company’s related party transactions have been entered into for meeting the requirements of operations and at an arm’s length basis and in the ordinary course of business.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the company during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the year 2020-2021 no significant and material orders were passed by the courts, regulators or tribunals affecting the going concern status of the company and its future operations.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY’S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No company has become or ceased to be the company’s subsidiary, joint venture or associate company during the financial year 2020-2021.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Mr. Jayakar Krishnamurthy, Mr. Ram Ramamurthy, Ms.Rekha Raghunathan, Mr. V Ramanathan and Mr.Syed Abdul Hadi hold the office of key managerial personnel of the company as on 31st March 2021. Ms. Rekha Raghunathan stepped down as Company Secretary, Compliance Officer and Key managerial Personnel with effect from the end of the working day of 10th June, 2021. The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and in accordance with Regulations 16(1) (b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of directors, key managerial personnel and employees are given in Annexure-VII to this report. The information as per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.

INDUSTRIAL RELATIONS/MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

UCAL’s HR function is aligned with the Company’s overall growth vision and continuously works on areas such as recruitment and selection policies, disciplinary procedures, reward/recognition policies, learning and development programmes as well as all-round employee development. UCAL provides a safe and rewarding environment that attracts and retains a talented team and where employees are engaged in delivering exceptional results to the customers and investors. The Company acknowledges the indispensable role of all employees in driving continued success.

During the year cordial and healthy relations were maintained with all sections/levels of employees.

WHISTLE BLOWER POLICY

With a view to establish a mechanism for protecting employees reporting unethical behaviour, frauds, or violation of the Company’s Code of Conduct, the Board has adopted a Whistle Blower Policy. No person has been denied access to the Audit Committee. The details are explained in the Corporate Governance Report and are also posted on the company’s website www.ucalfuel.com, weblink: http://www.ucalfuel.com/policy-wbp.pdf.

SEXUAL HARASSMENT POLICY:

The company has in place a policy for prevention of sexual harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An internal committee has been set up at each plant to redress sexual harassment complaints. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was received during the financial year 2020-2021.

RISK MANAGEMENT POLICY:

The Company has a risk management mechanism in place to manage uncertainties through identification, analysis, assessment, implementing and monitoring to reduce the impact of risks to the business. Key business risks are identified and reviewed on a regular basis. A strategy development committee has been formed to strategise on ways to mitigate the various risks. The necessary actions and precautions are taken on time to deal with various risks associated with the company and the Board discusses the same from time to time. The details and the process of Risk Management as were existing and implemented in the Company are provided as part of Management Discussion and Analysis, which forms part of this Report.

PREVENTION OF INSIDER TRADING

The company has framed a code of conduct for prevention of insider trading based on Securities and Exchange Board of India (prohibition of insider trading) Regulations, 2015. This code is applicable to all the board members/employees/ officers/designated persons of the company. This Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

CORPORATE GOVERNANCE

The company adheres to all the requirements of the code of corporate governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on corporate governance along with certification of the Chief Executive Officer and Chief Financial Officer is attached in Annexure-VIII. Certificate from the Statutory Auditor regarding compliance of the conditions of corporate governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure-IX. The Management Discussion and Analysis Report is attached in Annexure-X.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as applicable to the Company in terms of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year 2020-21 is provided in Annexure-XI to this report. The Company practices various business responsibility initiatives as per the framework developed under the guidance of the chairman and managing director who is also responsible for the implementation of the same. The Business Responsibility Policies and the Business Responsibility Report are displayed on the website of the company website: www.ucalfuel.com., weblink: http://www.ucalfuel.com/policy.asp and weblink: http://www.ucalfuel.com/business-responsibility-report.asp

STATEMENT ON COMPLIANCE TO APPLICABLE SECRETARIAL STANDARD

The company has complied with all the applicable secretarial standards as issued by the Institute of Company Secretaries of India during the year 2020-2021.

ANNUAL GENERAL MEETING

In view of government advisories on travel and public gatherings to combat the prevailing COVID-19 pandemic and to support the health and well-being of all stakeholders, the 35th AGM of the company would be conducted through Video Conferencing (VC) or Other Audio Visual Means (OAVM) on 30th September 2021 at 15:30 hrs IST, as per the framework notified by the Ministry of Corporate Affairs and Securities and Exchange Board of India (SEBI). The notice convening the 35th AGM shall contain detailed instructions and notes in this regard. The electronic copies of the annual report and the notice convening the 35th AGM would be sent to the shareholders whose e-mail addresses are registered with the Company or their respective Depository Participants (DP). In terms of General Circulars no. 20/2020 dated May 05, 2020 and 02/2021 dated 13th January 2021 issued by the Ministry of Corporate Affairs (MCA) read with SEBI circular no. SEBI/ HO/CFD/CMD1/CIR/P/2020/84 dated May 12, 2020, the Company has not printed physical copies of annual report for distribution. The full Annual Report shall be made available on the website of the Company and also shall be disseminated to the stock exchanges where shares of the Company are listed.

ACKNOWLEDGEMENT

The Board thanks all its employees, customers, bankers, vendors, suppliers and governmental agencies for their continued support. The Board is grateful to the shareholders for their continued trust and confidence in the company.

For and on behalf of the Board
Place: Chennai JAYAKAR KRISHNAMURTHY
Date: 2nd September, 2021 CHAIRMAN AND MANAGING DIRECTOR