Directors Report
Your Directors present herewith the 44th Annual Report of the Company
together with the Audited Accounts for the year ended 31st March, 2014.
Financial Highlights:
|
(Rs. In lakhs) |
|
2013-14 |
2012-13 |
| Income from Operations |
593.58 |
612.75 |
| Other Income |
103.84 |
91.13 |
|
697.42 |
703.88 |
| Profit Before Interest and Depreciation |
145.99 |
121.84 |
| Less: Interest |
5.47 |
8.17 |
| Depreciation and Amortization Expenses |
120.26 |
114.57 |
| Net Profit / (Loss) |
20.26 |
(0.90) |
| Adjustments: |
|
|
| Provision for Deferred Tax |
-- |
-- |
| Add: Balance brought forward from previous year |
34.06 |
34.96 |
| Transferred from General Reserve |
-- |
-- |
| Balance carried forward to Balance Sheet |
54.32 |
34.06 |
Review of Performance:
The year 2013-14 was another challenging and tough year owing to moderate growth in
global economy due to several uncertainties which had affected trade across industries and
geographies. The continuing effect of overall industrial recession in engineering and
automobile sector impacted the overall performance of export business.
The Company has recorded a turnover of Rs.593.58 lakhs as against the turnover of
Rs.612.75 lakhs in 2012-13. The training and exports division have retained the
performance as in the last year. The performance of Electrical Discharge Machining (EDM)
division has improved than the last year. The Company is continuously engaged in the
development of new products for export market and is confident of better prospects in the
coming years.
Deposits:
The Company has not accepted any deposits from the Public.
Directors :
In compliance with the provisions of Section 149,152 read with Schedule IV an all other
applicable provisions of the Companies Act 2013 and the Companies (Appointment and
Qualification of Directors) Rules 2014 and Clause 49 of Listing Agreement with the Stock
Exchanges it is proposed to appoint Shri. R. Jaganathan and Shri. V. Sundaram as
Independent Directors for a period of 5 conscentive years and they shall hold office upto
24th September 2019. The company has received notices along with requisite deposits under
Section 160 of the Companies Act 2013 proposing the candidature of above Directors for the
office of Independent Directors.
Particulars of Employees:
There are no employees who are in receipt of remuneration in excess of the limits laid
down in Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of
employees) Rules 1975.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:
The particulars relating to energy conservation, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the
Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules 1988 are provided in the annexure to the report.
Corporate Governance:
A separate section on Corporate Governance, Management Discussion and Analysis and a
Certificate from the Auditors of the Company regarding compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered with
the Stock Exchange is furnished which forms part of this Directors Report.
Directors Responsibility Statement :
Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with
respect to Directors Responsibility Statement, it is hereby confirmed:
(i) that in the preparation of the Annual Accounts for the financial year ended 31st
March 2014, the applicable Accounting Standards had been followed:
(ii) that the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 year under review:
(iii) that the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities:
(iv) that the Directors had prepared the accounts for the financial year ended 31st
March 2014 on a going concern basis.
Auditors :
M/s. P. N. Raghavendra Rao & Co., Chartered Accountants, Coimbatore (Firm
Registration No.003328S) retire at the ensuring Annual General Meeting and are eligible
for re-appointment.
The Board of Directors on the recommendation of the Audit Committee has proposed to
appoint M/s. P. N. Raghavendra Rao & Co., Chartered Accountants, Coimbatore as the
statutory auditors of the company for a period of 3 years at the ensuring Annual General
Meeting. The Auditors have confirmed their willingness for reappointment as Auditors of
the company and has submitted necessary certificates in compliance of Section 139 of the
Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014.
Compliance Certificate under Section 383A :
As per Sec 383A of the Companies Act, 1956, the company has got the compliance
certificate from a Company Secretary in Practice and the same is attached with this
Report.
Delisting of Shares:
With regard to delisting of equity shares, the Company has successfully completed the
Reverse Book Building Process and other necessary works. The Company is awaiting for the
final approval from Securities and Exchange Board of India.
Acknowledgements:
The Directors thank the Shareholders, Customers, Suppliers, Bankers and Employees at
all levels for their co-operation and dedication during the year.
Annexure to the Directors Report:
Details as required under Companies (Disclosure of Particulars in the Report of the
Directors) Rules, 1988 and Section 217(1)(e) of the Companies Act, 1956 :
| A. Conservation of Energy : |
Amount in Rs. |
| a. Energy conservation measures taken |
Nil |
| b. Additional Investment and proposal, if any, being implemented for reduction of
consumption of Energy |
Nil |
| c. Impact of measures at (a) and (b) above for reduction of Energy consumption and
consequent impact on the cost of production |
Nil |
| d. Total Energy Consumption and Energy Consumption per unit of production to the
company. |
N.A |
| B. Technology Absorption: |
Nil |
| C. Total Foreign Exchange Earnings and Outgo: |
|
| a. Exports |
Rs. 258.82 Lakhs |
| b. Total Foreign Exchange used |
Rs. 27.38 Lakhs |
|
On behalf of the Board of Directors |
| Place : Coimbatore |
G.D.Gopal |
| Date : 29.05.2014 |
Chairman |
FORM [See Rule 3]
COMPLIANCE CERTIFICATE
| Company Registration Number |
L32302TZ1970PLC000609 |
| Authorized Capital |
Rs. 5,00,00,000 |
| Paid-up Share Capital |
Rs. 3,50,00,000 |
To
The Members,
M/s. UMS TECHNOLOGIES LIMITED,
Gopal Bagh, 1062, Avinashi Road,
Coimbatore - 641 018.
I have examined the registers, records, books and papers of M/s. UMS TECHNOLOGIES
LIMITED, (the Company) as required to be maintained under the Companies Act, 1956, (the
Act) and the rules made there under and also the provisions contained in the Memorandum
and Articles of Association of the Company for the financial year ended on 31st March,
2014. In my opinion and to the best of my information and according to the examinations
carried out by me and explanations furnished to me by the company, its officers and
agents, I certify that in respect of the aforesaid financical year.
1. The Company has kept and maintained all registers as stated in Annexure A to this
Certificates as per the provisions and the rules made thereunder and all entries thereon
have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure B to this
Certificate, with the Registrar of Companies, Regional Director, Central Government,
Company Law Board or other authorities within the time prescribed under the Act and the
rules made thereunder.
3. The Company being a Public Limited Company, has the minimum prescribed paid up
capital.
4. The Board of Directors duly met 5 times on 29.05.2013, 12.08.2013, 12.11.2013,
01.02.2014 and 11.02.2014 in respect of which meetings proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose.
5. The Register of Members and Share Transfer Books of the Company remained closed from
20.09.2013 to 26.09.2013 during the financial year 2013-2014 and the Company has duly
complied with the requirements of Section 154 of the Act in this regard.
6. The Annual General Meeting of the Company for the year ended 31.03.2013 was held on
26.09.2013 after giving due notice to the members of the Company and the resolutions
passed thereat were duly recorded in Minutes Book maintained for the purpose.
7. No Extra ordinary General Meeting was held during the financial year. But, the
Company has passed resolutions pursuant to section 192A of the Companies Act, 1956 read
with Companies (Passing of resolutions by Postal Ballot) Rules, 2011 and announced its
resulton 13.03.2014 and the resolutions passed thereat were duly recorded in Minutes Book
maintained for the purpose.
8. The Company has not advanced any loans to its Directors or persons or firms or
companies referred to under Section 295 of the Act.
9. The Company has complied with the provisions of Section 297 of the Act in respect of
contracts specified in that section.
10. The Company has made the necessary entries in the register manitained under Section
301 of the Act.
11. No appoinment pursuant to Section 314 of the Act has been made.
12. The Company has not issued duplicate share certificates during the financial year.
13. (i) During the year under review, the Company received certificates there of for
effecting transfer of shares and the same has been given effect to in accordance with the
provisions of the Act. There was no allottment of securities during the financial year
under review.
(ii) The Company has not declared any dividend during the financial year and therefore
the question of depositing any amount in a separate bank account does not arise.
(iii) The Company was not required to post dividend warrants to any member of the
Company as no dividend was declared during the financial year.
(iv) The Company has the under mentioned amount remaining in unpaid dividend account in
separate bank accounts which would be transferred to Investor Education and Protection
Fund at the appropriate time.
During the year, the Company has transferred Rs. 19,350/- being the unclaimed dividend
for the year 2005 - 2006 to the Investor Education and Protection Fund.
Other than the above, the Company does not have any application money due to refund,
matured deposits, matured debentures and the interest accrued thereon that have remained
unclaimed or unpaid for a period of seven years. Hence transfer of such funds to Investor
Education and Protection Fund does not arise.
(v) The Company has duly complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the Company is duly constituted and the appointment of
directors, additional directors, alternate directors and directors to fill casual
vacancies have been duly made.
15. The appointment of Managing Director or Manager has been made as per the provisions
of Section 269 read with Schedule XIII of the Act.
16. No appointment of sole-selling agents was made during the year under report.
17. The Company was not required to obtain any other approvals of the Central
Government, Company Law Board, Regional Director, Registrar or such other authorities as
may be prescribed under the various provisions of the Act.
18. The Directors have disclosed their interest in other firms / companies to the Board
of Directors pursuant to the provisions of the Act and the rules made there under.
19. The Company has not issued any shares / debenture / other security during the
financial year.
20. The Company has not bought back any shares during the financial year.
21. The Company has not issued / redeemed any preference shares / debenture during the
year.
22. The Company s keeping in abeyance rights to rights shares and bonus shares pending
registration of transfer of shares in compliance with the provisions of the Act does not
arise since no Right Shares or Bonus Shares were made by the Company during year under
report.
23. The Company has not invited or accepted any deposits from public. Therefore, the
question of compliance with the provisions of Sections 58A and 58AA read with Companies
(Acceptance of Deposit) Rules, 1975 / the applicable directions issued by the Reserve Bank
of India / any other authority in respect of deposits accepted including unsecured loans
taken, does not arise.
24. The amounts borrowed by the Company from Directors, Members, Financial
Institutions, Banks and others during the financial year ended 31.03.2014 are within the
borrowing limits of the Company.
25. The Company has not granted loans or advances to other bodies corporate in which
the Directors are interested and consequently providing entries thereon in the Register
kept for the purpose does not arise.
26. The Company has not altered the provisions of the Memorandum with respect to
situation of the Company s Registered Office during the year under scrutiny.
27. The Company has not altered the provisions of the Memorandum with respect to
Objects of the Company during the year under scrutiny.
28. The Company has not altered the provisions of the Memorandum with respect to Name
of the Company during the year under scrutiny.
29. The Company has not altered the provisions of the Memorandum with respect to Share
Capital of the company during the year under scrutiny.
30. The Company has not altered its Articles of Association during the year under
scrutiny.
31. There was no prosecution initiated against or show cause notices received by the
Company and no fines or penalties or any other punishment was imposed on the Company for
alleged offences under the Act except the following :
While de-listing process is going on, Securities Exchange of Board of India (SEBI) has
passed an Interim order bearing reference No. WTM/PS/08/CFD/JUNE/2013 dated 4th June 2013
directed the company to comply the compliance of Minimum Public Shareholding (MPS) norms
as stipulated under the rule 19(2)(b) and 19A of the Securities Contract (Regulations)
Rules 1957 ( Interim Order ).Subsequently, on 23rd January 2014, SEBI granted an
opportunity to the company for personal hearing as well as the Hon ble Whole-time Member
of SEBI issued an order bearing reference No. WTM/PS/81/CFD/FEB/2014 dated 25th February
2014 modifying the directors issued under the interim order to the extent permitting the
Acquire to buy the equity shares from the Public Shareholders as part of De-llisting
Offfer. The aforesaid order also directed the company to complete entire process within
five (5) months from thedate of order.
32. The Company has not received any amount as security deposits from its employees
during the year under certification.
33. Since the Company does not have its own Provident Fund Trust, Section 418 of the
Act is not applicable.
| Coimbatore |
M. Rajendraprasath |
| 29.05.2014 |
Company Secretary in Practice |
|
Membership No : A - 22451, COP - 10793 |
ANNEXURE A
Registers as maintained by the Company
1. Register of Members u/s 150 of the Act.
2. Register of Directors u/s 303 of the Act.
3. Register of Directors Shareholding u/s 307 of the Act.
4. Register of Contracts u/s 301 of the Act.
5. Register of Charges u/s 143 of the Act.
6. Register of disclosure of interest u/s 303 of the Act.
7. Register of Investments
8. Minutes Book - Board and General Meeting u/s 193 of the Act.
ANNEXURE B
Forms and Returns as filed by the Company with the Registrar of Companies, Regional
Director, Central Government or other authorities during the financial year ending 31st
March, 2013.
Forms and Returns filed with Registrar of Companies
| S. No. |
E Form No. / Return |
Filed Under Section |
Description of the Form |
SRN and Date |
Whether filed within prescribed time Yes / No |
If delay in filing whether requisite additional fee paid Yes / No |
| 1. |
5 INV |
205 C |
Statement of Unclaimed Dividend for the financial year 2005-06 |
S25924946 28.10.2013 |
Yes |
NA |
| 2. |
1 INV |
205 C |
Statement of amount credited to Investor education and protection fund |
B88332135 04.11.2013 |
Yes |
NA |
| 3. |
66 |
383 A |
Compliance Certificate for the financial year ended 31.03.2013 |
Q16296907 24.10.2013 |
Yes |
NA |
| 4. |
23 AC & 23 ACA x BRL |
220 |
Balance Sheet as at 31.03.2013 and Profit and loss for the year ended 31.03.2013 |
Q17227604 24.10.2013 |
Yes |
NA |
| 5. |
20 B |
159 |
Annual Return made up to 26.09.2013 |
Q25121740 26.11.2013 |
No |
Yes |
| Coimbatore |
M. Rajendraprasath |
| 29.05.2014 |
Company Secretary in Practice |
|
Membership No : A - 22451, COP - 10793 |
+91-9892691696
