CONTENTS. Sl. No. Particulars Page No. Independent Auditors Report on Standalone Financial Statement. 6 Standalone Account Balance Sheet 26

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1 26 th Annual Report 2014 CONTENTS Sl. No. Page No. 1 Company Information 1 2 Notice Directors Report & Management Discussion Analysis Report on Corporate Governance Independent Auditors Report on Standalone Financial Statement Standalone Account Balance Sheet 26 Profi t and Loss Statement 27 Cash Flow Statement 28 Signifi cant Accounting Policies Notes to Accounts Independent Auditor s Report on Consolidated Financial Statement 44 8 Consolidated Account Balance Sheet 46 Profi t and Loss Statement 47 Cash Flow Statement 48 Signifi cant Accounting Policies Notes to Accounts Statement pursuant to section 212 of the Companies Act Attendance Slip & Proxy Form

2 26 th Annual Report 2014 COMPANY INFORMATION BOARD OF DIRECTORS: Mr. N. Iyyappan Mr. K.Ramadasan Mr. Subrahmaniya Sivam R. Mr. Raghuram Nath Whole Time Director Director Director Director COMPANY SECRETARY: : Mrs. Priyanka Jain Kucheria BANKERS: : Indian Overseas Bank Lawspet Branch, Puducherry AUDITORS: : M/s.C.Ramasamy & B.Srinivasan Chartered Accountants No. 37, Alagiri Nagar, IInd Street, Vadapalani, Chennai REGISTERED OFFICE : # 1/138, Ellamman Koil Street, & FACTORY: Athipedu Village, Azhinjivakkam, P.O.Sholavaram, Chennai Ph: (044) , Fax : (044) uvboards@vsnl.net Website: REGISTRAR : M/s. Cameo Corporate Services Limited & TRANSFER AGENT: Subramanian Building, No. 1, Club House Road, Chennai Phone : (044)

3 UV Board Limited NOTICE NOTICE is hereby given that the 26th Annual General Meeting of the members of the Company will be held at the Registered Office of the Company at # 1/138, Ellamman Koil Street, Athipedu village, Azhinjivakkam P.O., Sholavaram, Chennai on Thursday the 11th September 2014 at A.M. to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Balance Sheet as at 31st March 2014, the Profi t & Loss Account for the year ended on that date and the reports of the Board of Directors and Auditors thereon. 2. To appoint Auditors and to fi x their remuneration. In this connection, to consider and, if thought fi t to pass with or without modifi cation the following resolution as an ordinary resolution. RESOLVED THAT Subject to the provisions of section 139 and 140 of the Companies Act 2013 and (Audit and Auditors) Rule, 2014 and other applicable provisions, if any M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, Chennai (FRN: S) be and is hereby reappointed as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the 29th Annual General Meeting of the Company. RESOLVED FURTHER that the Board of Directors of the company be and is hereby authorized to fi x the remuneration and other terms and conditions for appointment of Auditors. SPECIAL BUSINESS 3. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as Special Resolution: RESOLVED THAT the consent of the Company, under the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee thereof) for borrowing, from time to time, as it may consider fi t, any sum or sums of monies, on such terms and conditions as the Board may deem fi t notwithstanding that the money(ies) to be borrowed together with the money(ies) already borrowed by the Company (apart from temporary loan obtained or to be obtained from the Company s Bankers in the ordinary course of business) may exceed the aggregate of the paid-up Capital of the Company and its free reserves, that is to say, reserves not set apart for any specifi c purpose, provided that the total amount so borrowed by the Board shall not at any time exceed 100 Crores (Rupees One Hundred Crores Only). 4. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as Special Resolution: RESOLVED THAT pursuant to the Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, the consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee thereof) to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations created by the Company, on such movable and immovable properties, both present and future, and in such manner as the Board may deem fi t, together with power to take over the substantial assets of the Company in certain events in favour of banks/fi nancial institutions, other investing agencies and trustees for the holders of debentures/ bonds/other instruments to secure rupee/foreign currency loans and/or the issue of debentures whether partly/fully convertible or non convertible and/or rupee/ foreign currency convertible bonds and/or bonds with share warrants attached (hereinafter collectively referred to as Loans ) provided that the total amount of loans together with interest thereon, additional interest, compound interest, liquidated damages, commitment charges, premia on pre-payment or on redemption, costs, charges, 2

4 26 th Annual Report 2014 expenses and all other monies payable by the Company in respect of the said Loans, shall not, at any time exceed 100 crores (One Hundred Crores Only). 5. To consider and, if thought fi t, to pass with or without modifi cation(s), the following as a Special Resolution:- RESOLVED THAT pursuant to the provisions of section 196 & 197, schedule V and other applicable provisions, if any, of the Companies Act, 2013 including any statutory modifi cations or re-enactment thereof, and as approved by the Nomination & Remuneration Committee consent be and is hereby accorded for re-appointment of Mr. N.Iyyappan as a Whole Time Director of the Company for a period of 5 years, with effect from 1st August 2014 with a consolidated remuneration of 75,000/- p.m. RESOLVED FURTHER RESOLVED THAT, notwithstanding anything herein above stated where in any fi nancial year closing on or after March 31, 2014, during the tenure of Mr. N.Iyyappan as a Whole time director of the company, the company incurs a loss or its profi t is not adequate, the company shall pay to said Mr. N.Iyyappan the above remuneration as minimum remuneration but not exceeding the limits specifi ed under section II of part II of schedule V to the companies Act, 2013, or such other limits as may be prescribed by the Central Government from time to time as minimum remuneration. RESOLVED FURTHER RESOLVED THAT consent be and is hereby accorded to the Board to alter and vary the terms and conditions of appointment and/or remuneration, subject to the same not exceeding the limits specifi ed under section 197, read with schedule V of the Companies Act, To Consider and, if thought fi t, to pass with or without modifi cation(s), the following as a Special Resolution: RESOLVED THAT subject to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under, the Equity Listing Agreement (as amended from time to time by the Securities and Exchange Board of India and the Stock Exchanges), and the Memorandum and Articles of Association of the Company, the consent of the Members be and is hereby accorded for the Company to enter into various transactions with M/s. Uniply Industries Limited for an aggregate value of 500/- corers over a period of 36 months starting from 1st April, 2014, on such terms and conditions as may be agreed to by the Board, provided however that the transactions so carried out shall at all times be on arm s length basis and in the ordinary course of the Company s business. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and to take all such steps as may be necessary for the purpose of giving effect to this resolution. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or any one or more Directors of the Company. 7. To Consider and, if thought fi t, to pass with or without modifi cation(s), the following as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 149 and 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, read with Schedule IV to the said Act, Mr. K. Ramadasan (DIN: ), Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five years commencing from , not liable to retire by rotation. 8. To Consider and, if thought fi t, to pass with or without modifi cation(s), the following as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, and 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, read with 3

5 UV Board Limited Schedule IV to the said Act, Mr. Subrahmaniya Shivam R (DIN: ), Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold offi ce for a term of fi ve years commencing from , not liable to retire by rotation. 9. To Consider and, if thought fit, to pass without modification(s), the following as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 149 and 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, read with Schedule IV to the said Act, Mr. Raghuram Nath (DIN: ), Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold offi ce for a term of fi ve years commencing from , not liable to retire by rotation. By order of the Board Place: Chennai Date: Priyanka Jain Kucheria Company Secretary M.No. A24514 NOTES 1. The statement pursuant to section 102(1) of the companies Act 2013 with respect to the special business set out in the notice is annexed. 2. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of himself and a proxy need not be a member of the company. 3. Proxy forms in order to be effective should be lodged with the company at the Registered Offi ce not less than 48 hours before the meeting. 4. The Register of Members and Share Transfer Books shall remain closed from 5th September 2014 to 11th September 2014 (both days inclusive) for the purpose of annual general meeting. 5. Members are requested to address all correspondence, to the Registrar and Share Transfer Agent. 6. The company is concerned about the environment and utilizes natural resources in a sustainable way. We request you to update your address with your DP to enable us to send you the communications. 7. Copies of annual report 2014 are being sent by electronic mode only to all the members whose addresses are registered with the company/dp. For members who have not registered their addresses. Physical copies of the annual report 2014 are being sent by the permitted mode. 8. As per the MCA circular No. 18/2011 dated The Ministry of Corporate Affairs has taken Green Initiative in Corporate Governance by allowing paperless compliances by companies. As per the said circular, companies are permitted to send the annual reports to the members through electronic mode. Hence, members are requested to update their id and changes there in from time to time with the company and RTA. However the company has in the current year sent only the physical copies of the annual report. 9. As required under Clause 49 IV G of the listing agreements (relating to Corporate Governance) with Stock Exchanges, given below the Details of Directors who is proposed to be re-appointed: 4

6 26 th Annual Report 2014 Name of the Director N. Iyyappan K. Ramadasan Subrahmaniya Sivam R Raghuram Nath Date of birth 13/05/ /09/ /12/ /04/1976 Date of appointment 29/09/ /07/ /10/ /08/2011 Expertise in specifi c functional area 20 Yrs of experience in the fi eld of accounts, taxation and plywood operations Ex senior Supreme court Advocate. Having over 4 decades of rich experience in all legal matters Over 2 decades of experience in the fi eld of accounts, fi nance, audit and taxation Over 10 yrs of experience in the fi eld of fi nance, Secretarial & Legal matters Qualifi cation B.Com (Hons) LLM Board Membership of other companies as on March 31, 2014 Chairman / member of the Committee of Directors of the other Companies in which he is a Director as on March 31, NIL 1. Delta Corporate Services Private Limited 2. Delta Legal Services Private Limited 3. Otco International Limited FCA, FCS, FCWA Otco International Limited FCS, LLB, MBA Uniply International Private Limited NIL NIL NIL NIL No. of Shares held in the Company as on NIL NIL NIL NIL 10. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the Company is pleased to provide the facility to Members to exercise their right to vote by electronic means. The Members, whose names appear in the Register of Members / list of Benefi cial Owners as on Monday, 11th August, 2014, i.e. the date prior to the commencement of book closure date are entitled to vote on the Resolutions set forth in this Notice. 5

7 UV Boards Limited SHAREHOLDER INSTRUCTIONS FOR E-VOTING The instructions for shareholders voting electronically are as under: (i) The voting period begins on Friday, the 5th September 2014 at 9:00 am and ends on Saturday, the 6th September 2014 at 6:00 pm. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of ( ) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) The shareholders should log on to the e-voting website (iii) Click on Shareholders. (iv) Now Enter your User ID a. For CDSL: 16 digits benefi ciary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company. (v) Next enter the Image Verifi cation as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, then your existing password is to be used. (vii) If you are a fi rst time user follow the steps given below: For Members holding shares in Demat Form and Physical Form PAN DOB Dividend Bank Details Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/ Depository Participant are requested to use the fi rst two letters of their name and the 8 digits of the sequence number in the PAN fi eld. In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the fi rst two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA in the PAN fi eld. (Sl. No. mentioned in your address label can be used as sequence No. for this purpose) Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format. Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details fi eld as mentioned in instruction (iv). (viii) After entering these details appropriately, click on SUBMIT tab. (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach Password Creation menu wherein 6

8 26 th Annual Report 2014 they are required to mandatorily enter their login password in the new password fi eld. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confi dential. (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. (xi) Click on the EVSN for the relevant UV BOARDS LTD. on which you choose to vote. (xii) On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. (xiii) Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details. (xiv) After selecting the resolution you have decided to vote on, click on SUBMIT. A confi rmation box will be displayed. If you wish to confi rm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. (xv) Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of the voting done by you by clicking on Click here to print option on the Voting page. (xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verifi cation code and click on Forgot Password & enter the details as prompted by the system. (xviii) Note for Non Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be ed to helpdesk.evoting@cdslindia.com. After receiving the login details they have to create a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on. The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. (xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. By order of the Board Place: Chennai Date: Priyanka Jain Kucheria Company Secretary M.No. A

9 UV Board Limited EXPLANATORY STATEMENT The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ( Act ) sets out all material facts relating to the business mentioned at Item Nos. 3 to 9 of the accompanying Notice dated 1st August Item No. 3 & 4 The Ministry of Corporate Affairs ( MCA ) has vide its General Circular No 4/2014 dated March 25, 2014 clarifi ed that the Ordinary Resolutions passed under Sections 293(1)(a) and 293(1)(d) of the Companies Act, 1956 would be suffi cient compliance of Section 180 of the Act until September 11, To renew the fresh limit of 100 Corers (Rupees Five Hundred Corers) under section 180(1)(c) and 180(1)(a) of the Companies Act, 2013 the Board recommends shareholders for their approval. The approval of the Members for the said borrowings and creation of a mortgage or charge for the said borrowing is therefore now being sought, by way of a Special Resolutions, pursuant to Section 180(1)(c) and 180(1)(a) of the Act respectively. The Directors commend the Resolutions at Item Nos. 3 and 4 of the accompanying Notice for the approval of the Members of the Company by special Resolutions. None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the passing of these Resolutions. Item No. 5 Mr. Nithiyanandam Iyyappan, Whole time Director of the company has been serving the company since 2007 and his last reappointment was on for tenure of 3 years ending on The Board feels the presence of Mr. Nithiyanandam Iyyappan on the Board as Whole time Director is instrumental for the betterment of the company. Mr. Iyyappan s notable experience in the fi eld of planning, control and overall Management is noteworthy. The present proposal is to seek the member s approval for appointment of Mr. Nithiyanandam Iyyappan as Whole time Director of the company with terms of offi ce for a period of 5 (Five) years with effect from Therefore, the Board recommends this resolution for your approval and acceptance by passing the resolution as an ordinary resolution. Except Mr. Nithiyanandam Iyyappan, None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the passing of the Resolutions at Item No.5. Item No. 6 The Provisions of Section 188(1) of the Companies Act, 2013 govern the related party transactions (Sale/ Purchase) require a Company to Obtain prior approval of Board of Directors and in case the paid up capital of the company is 10 corers or more, prior approval of shareholder required by way of special resolution. Even though approval of the Shareholders would not be required under the provisions of the Companies Act, 2013 for transactions which are in the ordinary course of the Company s business and are at arm s length, Still Board has taken initiative for better governance purposes and wants to take a shareholder informative Decision. So the Board requested the shareholders to pass the resolution as a special resolution stated in point no.6 of the Notice to maintain smooth business relationship for betterment of both companies. 8

10 26 th Annual Report 2014 Except Mrs. Priyanka Jain Kucheria and Mr. Raghuram Nath, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, fi nancial or otherwise, in the resolution set out at Item No. 6. Item No. 7, 8 and 9 In accordance with the relevant provisions of the Articles of Association of the Company and the erstwhile provisions of the Companies Act, 1956, Mr. K. Ramadasan, Mr. Subrahmaniya Sivam R and Mr. Raghuram Nath, Independent Directors were appointed / re-appointed by the Members of the Company as Director retire by rotation. The provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors have come into effect. As per the said provisions, the Independent Directors shall be appointed for not more than two terms of fi ve years each and shall not be liable to retire by rotation at every AGM. The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. Accordingly, the Independent Directors will serve for not more than two terms of fi ve years each on the Board of the Company. In the transition to the Companies Act, 2013, which is effective 1st April, 2014, those Independent Directors who have already served for ten or more years will serve for a maximum period of one term of fi ve years. This is consistent with the provisions of Companies Act, So the Board Requested to the members to pass the above resolutions stated in point No. 7, 8 and 9 of the notice as an ordinary resolution for complying respective provisions of the Companies Act, 2013 and rule made there under regarding appointment of Independent Directors. None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Independent Directors for their respective appointment, are concerned or interested, fi nancially or otherwise, in these Resolutions. By order of the Board Place: Chennai Date: Priyanka Jain Kucheria Company Secretary M.No. A

11 UV Board Limited DIRECTORS REPORT To All members, Your Directors have pleasure in presenting the 26th Annual Report of the company along with the Audited Statement of Accounts for the year ended 31st March, FINANCIAL RESULTS The highlights of the fi nancial results of the company for the year ended as compared with the previous year are as follows: PARTICULARS 31st March st March 2013 (Rupees in lacs) Net Sales Profi t before Interest, depreciation & Tax Profi t before Taxation Profi t after Taxation During the period under Review company has achieved Net Turnover of lacs as against lacs in previous year showing an increase by 51.49%. The profit after tax stood at lacs as against lacs in previous year. The main attributing reason to the reduced profi t is the forex loss of 3.68 crs incurred. SUBSIDIARIES & ASSOCIATES During the year under review, M/s. Elementz Trading Pte Ltd, Your wholly owned subsidiary has recorded net revenue of lacs (Previous Year lacs) with a net profi t of lacs. This company is instrumental in sourcing raw material for your company from abroad. Management has belief that the company will perform better in the coming years. CONSOLIDATED FINANCIAL STATEMENTS As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors Report, Auditors Report, Balance Sheet and Profi t and Loss Account of its subsidiary company to its Annual Report. The Ministry of Corporate Affairs, Government of India, vide its general circular no. 2/2011 dated 8th February, 2011, has granted exemption to all companies for not attaching the above documents of subsidiary with Annual Report of the Company from fi nancial year onwards. Accordingly, this Annual Report does not contain the report and other statement of the subsidiary company. The Company will make available the annual audited accounts and related detailed information of the subsidiary company upon request by any member of the Company or that of its subsidiary. These documents will also be available for inspection during business hours at the registered offi ce of the Company and also at the registered offi ces of the subsidiary companies. A statement of Holding Company s interest in subsidiaries is also furnished separately. As required by Accounting Standard 21 and Listing Agreement with stock exchanges, the audited consolidated fi nancial statements of the Company and its subsidiary is enclosed. DIVIDEND Keeping in mind the minimum profi t for the year under review and need to conserve resources towards future fi nancial requirements your directors express their inability to declare any dividend. 10

12 FIXED DEPOSITS The Company has not accepted any deposits from public and others during the year. 26 th Annual Report 2014 DIRECTORS RESPONSIBILITY STATEMENT The Directors confirm: a. that in the preparation of Annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same. b. that 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 fi nancial year and of the profi t or loss of the company for that period. c. that they have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities; d. that they have prepared the annual accounts on a going concern basis. DIRECTORS As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of fi ve consecutive years and shall not be liable to retire by rotation. Accordingly, All Independent Directors of Company are to be appointed for a term of 5 years in the ensuing AGM. Mr. N. Iyyappan, his tenure as Whole time Director is going to end on , therefore the Board appointed him for a further period of 5 years with effect from subject to approval of Shareholders in the ensuing AGM. No other Director will retire at the ensuing Annual General Meeting as the Board consists of 3 independent Directors and one whole time Director. STATUTORY AUDITORS: M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, the Statutory Auditor of the company will retire at the conclusion of ensuing Annual General Meeting, being eligible for re-appointment offers themselves for re-appointment. COST AUDIT & AUDITORS Mr. R.Shankaraman, practicing Cost Accountants was appointed as Cost Auditors of the company for the year As per various notifi cations issued by MCA from time to time. As per our cost auditor and his opinion the cost audit is not applicable to our company for the year and hence cost audit was not conducted. However, Cost compliance certifi cate has been obtained from Mr. R. Shankaraman, Cost Accountant for the year SECRETARIAL AUDITOR The Board has appointed M/s. Lakshmi Subramanian & Assocites., Practicing Company Secretaries, Chennai as Secretarial Auditor of the Company as per Section 204 of the Companies Act, 2013 to issue Secretarial Audit Report for the fi nancial year INTERNAL AUDITOR The Board has appointed M/s. Prasanna Rath & Associates, Cost Accountants, Chennai as Internal Auditor of the Company as per Section 138 of the Companies Act, 2013 to issue Internal Audit Report to the Management for the fi nancial year

13 UV Board Limited PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) None of the employees of your Company were drawing a remuneration exceeding 60,00,000/- p.a. or 5,00,000/- p.m. or part thereof. Hence no particulars of employees as per section 217(2A) of the Companies Act, 1956 need to be furnished. COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 During the year under review there is no material changes have been taken place with respect to conservation of energy and technology absorption. R & D being an integral part of its manufacturing activities, separate account for the expenditures incurred is not maintained under this head, hence unable to furnish the disclosures in Form-B of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 CORPORATE GOVERNANCE Report on Corporate Governance along with the certificate of the Auditors, M/s. C.Ramasamy & B.Srinivasan., confi rming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement are annexed. GREEN INITIATIVE Your Company wholly recognizes undying concern for eco friendly environment, continued efforts and worthy contribution to make this planet a safer place. The Company has achieved the distinction of being certifi ed with FSC (Forest Stewardship Council), one among the plywood manufacturer in the Country to be certifi ed so. ENVIRONMENT The Company is committed to the environment. The Company continues to upkeep effl uent and chemical treatment plant. Continuous check of air and water pollution at manufacturing unit is made and monitored. CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility continues to assume an important role in the activities of the Company. It encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business. ACKNOWLEDGEMENT Your Directors gratefully acknowledge the wholehearted and continued support extended to the company by the banks, customers, suppliers, various government authorities and the shareholders. Your directors also express their appreciation of the efforts put in by the employees of the company s at all levels. For UV Boards Limited Place: Chennai Date: N. Iyappan Whole Time Director (DIN: ) 12

14 MANAGEMENT DISCUSSION AND ANALYSIS REPORT 26 th Annual Report 2014 Overview UV Boards Ltd is one of the fast growing companies in plywood industry in India. During the year under review net revenue increased to crores from Crores thereby registering a growth of 51%. The Company has earned a net profi t of 0.22 Crore as against net profi t of 0.84 Crore in the preceding year. The main attributing reason to the reduced profi t is the forex loss of 3.68 crs incurred in the year Although slow down in the Indian economy, particularly in the housing and infrastructure sector, continued during the Year , the Company has been able to improve the turnover. Baring forex loss provision the company has also improved its operating margin by better cost management. In spite of presence of the unorganized sector in the plywood industry in a major way, it is expected that the demand for branded products from organized sector will continue to grow. Expected increase in Government spending, various schemes for infrastructure developments, falling infl ation and interest rates is expected to provide momentum to growth in the Indian economy and the Company is fully geared to take advantage of the improved economic conditions. The outlook for the wood industry is positive. The Management does not foresee any signifi cant threat to the industry and/or Company from any product and/or sector. However, timber log export ban from Myanmar, volatile foreign exchange and rising input and other costs continue to be matters of concern and the management is taking all possible steps to minimize the aforesaid risks. Internal Control and Analysis Internal Control Systems of the Company are well defi ned and are commensurate with the size of the Company and nature of its business. There has not been any signifi cant case of failure of Company s internal control systems. The adequacy and effectiveness of the internal control systems are regularly reviewed and changes are made wherever required. Human Resources The Company s Industrial relations at all the levels remained cordial throughout the year. The company puts high importance to growth and motivation of its manpower resources with an aim to encourage a productive, participative and collaborative work culture through appropriate intervention. Cautionary Note The above presentation is based on future growth prospects and certain statements are forward looking as required by applicable laws and regulations. For UV Boards Limited Place: Chennai Date: N. Iyappan Whole Time Director (DIN: ) 13

15 UV Board Limited CORPORATE GOVERNANCE REPORT 1. COMPANIES PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE The company s philosophy on Corporate Governance is to achieve the highest levels of transparency, accountability, in all it s interactions with it s share holders, employees, lenders, and the Government. We believe that Corporate Governance is a self regulatory and voluntary code which means not only ensuring compliance with the regulatory requirements but also to be responsible to our stake holders needs. 2. BOARD OF DIRECTORS The Strength of the Board as on 31st March, 2014 is four (04), out of which three (03) Directors are Independent Directors. The Board is headed by an Independent director. The Composition of the Board of Directors is in conformity with the Corporate Governance Code as mandated by Clause 49 of the Listing Agreement. The composition of the Board is as follows:- Sl.No. Name Description 01 Mr. K. Ramadasan Non- Executive Independent Director & Chairman of the Board. 02 Mr. N. Iyyappan Whole time Director. 03 Mr. Sivasubramanian R Non-Executive Independent Director 04 Mr. Raghuram Nath Non- Executive Independent Director None of the Directors is a member of more than 10 Committees and Chairman of more than 5 Committees (As specifi ed in Clause-49), across all the companies in which they are the Directors. During the year, 5 Board meetings were held on , , , & The meetings of the board of directors are normally held at the Registered Offi ce of the Company in Chennai. Meetings are generally scheduled well in advance. The notice of each board meeting is given in writing to each director. The board meets at least once in a quarter to review the quarterly performance and the fi nancial results. The composition and category of Directors on the Board, their attendance at the Board Meeting during the year and at the last Annual General Meeting, as also number of Directorships and Committee membership / Chairmanships and number of shares held by them as on 31st March, 2014 are as follows:- Name of the Directors Relationship with other Directors Category No. of Board Meetings attended Attendance in last AGM No of other Directorship in other public Company. Details of other Board committee memberships K. Ramadasan None NEI 5 Yes 1 None. N. Iyyappan None Executive 5 Yes None None Sivasubramanian R None NEI 5 Yes 1 None Raghuram Nath None NEI 5 No None None NEI: Non Executive Independent Director 14

16 26 th Annual Report 2014 CODE OF CONDUCT The Board of Directors has laid down a code of Conduct for all the Board members and all employees in management grade of the company. All Board members and senior management personnel has confi rmed compliance with the Code of Conduct. 3. AUDIT COMMITTEE. The Audit Committee constitutes of the following non-executive Directors Name of Members 1. Mr. Sivasubramanian R 2. Mr. K.Ramadasan 3. Mr. Raghuram Nath Status Chairman Member Member Terms of reference of audit committee are as per guidelines set out in the listing agreement with the Stock Exchanges that inter alia include overseeing fi nancial reporting processes, reviewing with the management the fi nancial statements and adequacy of internal systems, reviewing the adequacy of internal checks and internal controls. During the year the meetings of the audit committee were held at the Registered Offi ce of the Company on , , & NOMINATION & REMUNERATION COMMITTEE. The Nomination & Remuneration Committee constitutes of the following non executive Directors. Name of Members 1. Mr. Sivasubramanian R 2. Mr. K.Ramadasan 3. Mr. Raghuram Nath Status Chairman Member Member No meeting of Remuneration committee was held during the year under review. 5. STAKEHOLDERS RELATIONSHIP/GRIEVANCE COMMITTEE The Stakeholder Relationship/Grievance Committee constitutes of the following non-executive directors. Name of Directors Status Status in the Committee Mr. Raghuram Nath NEI Chairman Mr. N.Iyappan WTD Member Mr. K.Ramadasan NEI Member The meeting of Stakeholder Relationship/Grievance Committee was held from time to time as required. No. of complaints/ Grievances received during the year- Nil. No. of complaints/ Grievances resolved during the year- Nil. No. of complaints/ Grievances pending during the year- Nil. 15

17 UV Board Limited 6. DIRECTORS REMUNERATION. Remuneration for the year i) Amount of 6,00,000/- has been paid to Mr. N. Iyyappan ii) Sitting fees of 5000/- for each meeting attended was paid to Mr. Sivasubramanian R & K. Ramadasan only. Other Director has waived his fees. 7. CFO CERTIFICATION. As required by Clause 49 (V) of the listing Agreement the certifi cate from Mr. N.Iyyappan, Whole time Director who acted as CFO was obtained and the same was placed before the Board of Directors at their meeting held on GENERAL BODY MEETINGS The last three Annual General Meetings of the Company were held as follows: Date Time Venue Whether special Resolution passed A.M A.M A.M Regd Off: 1/138, Ellamman Koil Street, Athipedu Village, Azhinjivakkam p.o., Sholavaram, Chennai Regd Off: 1/138, Ellamman Koil Street, Athipedu Village, Azhinjivakkam p.o., Sholavaram, Chennai Regd Off: 1/138, Ellamman Koil Street, Athipedu Village, Azhinjivakkam p.o., Sholavaram, Chennai Yes No No 9. DISCLOSURES There were no materially signifi cant related party transactions i.e transactions of the Company of material nature with its promoters, the directors or the management or relatives etc that may have potential confl ict with the interest of the Company at large. Transactions with Related parties are disclosed in the notes on accounts forming part of the Balance Sheet. During the last three years, there were no strictures or penalties imposed on the Company by either Stock Exchange or SEBI or any Statutory Authority for non-compliance or any matter related to the capital markets. 10. MEANS OF COMMUNICATION. Quarterly/Half yearly Financials Results are approved and taken on records by the Board of Directors of the Company within 45 days from the date of closure of the relevant quarter and are sent to the Stock Exchanges immediately after the Board s approval. The results are also published in the News papers in English and Vernacular languages in Financial Express and Malai Sudar. 11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report forms part of the Annual Report. 16

18 12. GENERAL SHAREHOLDERS INFORMATION Annual General Meeting Date : Time : a.m Venue : Registered offi ce of the Company at # 1/138, Ellamman Koil Street, Athipedu Village, Azhinjivakkam P.O., Sholavaram, Chennai TENTATIVE FINANCIAL CALENDAR Annual General Meeting: 11th September, (Compliance of Clause 41 of the Listing Agreement) 26 th Annual Report 2014 Period ended 30th June, th September, st December, st March, 2015 Financial Reporting On or before 1st August, th November, th February, th May, BOOK CLOSURE The Register of members and share transfer books of the Company shall remain closed from 5th September 2014 to 11th September 2014 (both days inclusive) for the purpose of annual general meeting. 15. LISTING ON STOCK EXCHANGES The Company s shares are listed in the following Stock Exchanges: 1. Madras Stock Exchange Limited, Exchange Building 11, Second line Beach, Chennai Bombay Stock Exchange Limited, P.J. Towers, Dalal Street, Fort, Mumbai REGISTRARS AND SHARE TRANSFER AGENTS The Company s share transfer agent is M/s. Cameo Corporate Services Limited, Subramanian Building, V Floor, No. 1, Club House Road, Chennai DEMATERIALIZATION OF SHARES The Company has established connectivity with M/s. National Securities Depositories Limited and Central Depository Services (India) Limited to facilitate investors to trade the shares in dematerialized form. The Demat ISIN number is INE493E CORPORATE IDENTITY NUMBER (CIN) : L65910TN1988PLC

19 UV Board Limited 19. STOCK MARKET DATA: Month April, 2013 May, 2013 June, 2013 July, 2013 August, 2013 September, 2013 October, 2013 November, 2013 December, 2013 January, 2014 February, 2014 March, 2014 Bombay Stock Exchange Limited (BSE) Madras Stock Exchange Ltd (MSE) High Low High Low DISTRIBUTION SCHEDULE OF SHARE HOLDERS AS ON No. of Equity Share Holders Number of Shares Shares Held Number % to total Number % to total 1 to to to to to to to to & Above Total Note: Above table is as per the records maintained by the RTA as on 31st March 2014 For UV Boards Limited Place: Chennai Date: N. Iyappan Whole Time Director 18

20 26 th Annual Report 2014 DECLARATION ON CODE OF CONDUCT This is to confi rm that the Board of Directors of the company has laid down a Code of Conduct for it s members and senior management personnel of the company. It is further confi rmed that all the Directors and senior management personnel of the company have affi rmed Compliance with the code of Conduct of the company for the fi nancial year ended 31st March, 2014 as envisaged in Clause-49 of the Listing Agreement. For UV Boards Limited Place: Chennai Date: N. Iyappan Whole Time Director (DIN: ) CEO/CFO CERTIFICATION I, the Whole Time Director, Finance head, has given the following certifi cate on fi nancial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Board of Directors. UV Boards Limited. 1/138, Ellaman Koil Street, Athipedu Village, Azhinjivakkam P.O, Sholavaram, Chennai I, N. Iyyappan, Whole time Director, certify to the Board of Directors that: a. I have reviewed fi nancial statements and the cash fl ow statement for the year ended 31st March, 2014 and that to the best of my knowledge and belief: i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii. these statements together present a true and fair view of the company s affairs and are in compliance with existing accounting standards, applicable laws and regulations. b. To the best of my knowledge and belief no transactions entered into by the Company during the year which is fraudulent, illegal or violative of the Company s code of conduct. c. I accept responsibility for establishing and maintaining internal controls for fi nancial reporting and I have evaluated the effectiveness of internal control systems of the company pertaining to fi nancial reporting and I have disclosed to the auditors and the Audit Committee, defi ciencies in the design or operation of such internal controls, if any, of which I was aware and the steps have taken or propose to take to rectify these defi ciencies. d. I have indicated wherever applicable to the auditors and the Audit committee: i. Signifi cant changes in internal control over fi nancial reporting during the year; ii. Signifi cant changes in accounting policies during the year and that the same have been disclosed in the notes to the fi nancial statements; and iii. Instances of Signifi cant fraud of which I have become aware and the involvement therein, if any, of the management or an employee having a signifi cant role in the company s internal control system over fi nancial reporting. For UV Boards Limited Place: Chennai Date: N. Iyappan Whole Time Director (DIN: ) 19

21 UV Board Limited CERTIFICATE OF COMPLIANCE FROM AUDITORS AS STIPULATED UNDER CLAUSE 49 OF THE LISTING AGREEMENT OF THE STOCK EXCHANGE IN INDIA CERTIFICATE TO THE SHAREHOLDERS, UV BOARDS LIMITED We have examined the compliance conditions of Corporate Governance by UV Boards Limited for the year ended on 31st March, 2014, as stipulated in clause 49 of the Listing Agreement of the said Company with Bombay stock exchange Limited and Madras stock exchange Limited. The compliance of condition of Corporate Governance is the responsibility of the management. Our examination was limited to procedure and implementation thereof, adopted by the company for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the fi nancial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the conditions of corporate governance as stipulated in the above mentioned listing agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the effi ciency or effectiveness with which the management has conducted the affairs of the Company. For C. Ramasamy & B. Srinivasan Chartered Accountants FRN: S C. Ramasamy Place: Chennai Partner Date: Membership No:

22 26 th Annual Report 2014 To, The Members of, M/s. UV BOARDS LIMITED INDEPENDENT AUDITOR S REPORT Report on the Financial Statements We have audited the accompanying fi nancial statements of UV Boards Limited ( the Company ), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profi t and Loss and the Cash Flow Statement for the year then ended, and a summary of the signifi cant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards notifi ed under the Companies Act, 1956 ( the Act ) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the fi nancial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014; (b) in the case of the Statement of Profi t and Loss, of the Profi t of the Company for the year ended on that date, and (c) in the case of the Cash Flow Statement, of the cash fl ows for the year ended on that date. 21