Technologies Limited

Transcription

1 Technologies Limited ANNUAL REPORT

2 UMS Technologies Limited BOARD OF DIRECTORS Shri. G.D. Gopal - Chairman Smt. V. Shanthini Shri. G. D. Rajkumar Shri. R. Jagannathan Shri. V. Sundaram REGISTERED OFFICE BANKERS AUDITORS CIN Gopal Bagh, 1062, Avinashi Road Coimbatore Phone : Fax : M/s. Bank of Baroda Main Branch, 82, Bank Road, Coimbatore M/s. P.N. Raghavendra Rao & Co. Chartered Accountants 23 / 2, Viswa Paradise Apartments, II Floor, Kalidas Road, Ramnagar, Coimbatore - 9. U32302TZ 1970 PLC CONTENTS PAGE Notice... 1 Directors Report... 3 Auditors Report Balance Sheet Profit and Loss Account Notes to the Financial Statements Cash Flow Statement Factories Unit - II 734, Avinashi Road Coimbatore Phone : Unit - III Gopal Bagh, 1062, Avinashi Road, Coimbatore Phone :

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4 NOTICE Notice is hereby given that the 47 th Annual General Meeting of the Company will be held at 2.30 p.m on Wednesday, the 27 th September, 2017 at UMS Technologies Ltd., Avinashi Road, Civil Aerodrome Post, Coimbatore , to transact the following businesses contained in the Agenda given below: AGENDA Ordinary Business: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended together with the Reports of the Directors and Auditors thereon. 2. To appoint a Director in the place of Shri. G.D.Rajkumar (DIN ), who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint a Director in the place of Shri.V.Sundaram (DIN ), who retires by rotation and being eligible, offers himself for re-appointment. 4. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: RESOLVED that pursuant to Sections 139 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, M/s P N Raghavendra Rao & Co (Firm Registration Number:003328S) be and is hereby re-appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this 47th Annual General Meeting until the conclusion of the 52nd Annual General Meeting, subject to ratification at every Annual General Meeting during the said period, if necessary, on such remuneration as may be decided by the Board of Directors on the recommendation of the Audit Committee from time to time. RESOLVED FURTHER that M/s P N Raghavendra Rao & Co (Firm Registration Number:003328S), be paid separate remuneration at the discretion of the Chairman of the company for attending to taxation and other works connected with the Company that may be entrusted to them from time to time. Special Business: 5. To consider and if thought fit, to pass with or without modifications, the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 181 of the Companies Act, 2013 and other provisions, if any, of the Companies Act, 2013 or rules made the reunder, the consent of the members be and is hereby accorded for authorizing the Board of Directors of the company to contribute, donate, subscribe or otherwise provide assistance from time to time to any charitable, public, social, benevolent or general fund, society, association, institutions, trust, organization, relating/not relating to the business of the Company or the welfare of its employees, for taking up any programme, activities of social, cultural, educational, economic, rural development of people at large and/or incur any expenditure on their behalf, for every financial year, up to an amount not exceeding Rs.25,00,000/- (Rupees Twenty Five Lakhs only) or 5% of its average net profits for the three immediately preceding financial years, whichever is higher. 1

5 UMS Technologies Limited RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary for obtaining such approvals in relation to the above and to execute all such documents, instruments and writings as may be required in this connection and to delegate all or any of its powers herein conferred to any one of its Directors or any other officers. NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY FORMS MUST BE LODGED ATLEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 2. MEMBERS / PROXIES ARE REQUESTED TO BRING THEIR ANNUAL REPORT WITH THE ADMISSION SLIP DULY FILLED IN TO THE MEETING. 3. AN EXPLANATONY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 RELATING TO THE SPECIAL BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING IS ANNEXED. Explanatory Statement pursuant to Section 102 of the Companies Act 2013 Item No.5 Pursuant to Section 181 of the Companies Act 2013, the Board of Directors of the Company is authorized to make contributions to charitable and other funds, provided that prior permission of the Members is required for such contributions during a financial year exceeding five percent of its average net profits during the three immediately preceding financial years. Accordingly, the approval of the Members is being sought, pursuant to Section 181 of the Act, for authorizing the Board of Directors of the Company to make contributions to bona fide charitable and other funds, in a financial year, for an amount not exceeding Rs.25,00,000/- (Rupees Twenty Five Lakhs only)or 5% percent of the Company s average net profits during the three immediately preceding financial years, whichever is higher. The Board recommends the resolution for approval by the members of the Company by way of passing of Special resolution. None of the directors or key managerial personnel or the relatives of directors or key managerial personnel is concerned or interested in the proposed resolutions. By Order of the Board Place : Coimbatore Date : G.D.Gopal Chairman (DIN : ) 2

6 Directors Report Your Directors present herewith the 47 th Annual Report of the Company together with the Audited Accounts for the year ended 31 st March, Financial Highlights: (Rs. In lakhs) Income from Operations Other Income , Profit Before Interest and Depreciation Less: Interest Depreciation and Amortization Expenses Net Profit / (Loss) (62.64) Adjustments: Provision for Tax Provision for Deferred Tax Add: Balance brought forward from previous year Transferred from General Reserve Balance carried forward to Balance Sheet Review of Performance During the year under review, the Company has recorded a turnover of Rs lakhs as against the turnover of Rs lakhs in The other income has increased to Rs lakhs as against Rs lakhs in The Company has retained the volume of export business as of last year. The performance of Training and 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. Dividend The Board of Directors has not recommended any dividend for the financial year under review due to the requirement of funds for future operation. Share Capital The paid up Equity Share Capital as on 31 st March, 2017 was Rs.3,50,00,000/-. During the year under review, the Company has not issued any further shares. Events subsequent to the date of Financial Statements There are no material changes and commitments affecting the financial position of the Company, subsequent to the end of the Financial Year. Deposits The Company has no public deposits outstanding at the beginning of the year and the Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the year under review. Change in nature of Business There is no change in the Nature of Business during the year. Directors In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri.G.D.Rajkumar and Shri.V.Sundaram retire by rotation at the Annual General Meeting and being eligible offer themselves for reappointment. 3

7 UMS Technologies Limited The provisions of Section 203 relating to appointment of key managerial personnel is not applicable to the Company. Pursuant to Sec.177 of the Companies Act, 2013 and the rules made thereon the criteria for minimum number of independent Director is not applicable to the Company. Since the Company has Audit Committee, it has obtained necessary declaration from all the Independent Directors in accordance with the provisions of the Companies Act Extract of Annual Return An extract of the Annual Return as on 31st March, 2017 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 and forming part of the report in Form MGT 9 is enclosed as Annexure - I Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo: The particulars required to be included in terms of Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March 2017 relating to the Conservation of Energy etc., is enclosed as Annexure II. Board Meetings The Company has conducted Six Board Meetings during the period under review. The time gap between two meetings is not exceeding 120 days. The Audit Committee and Shareholders Grievance Committee met three times during the period under review. Particulars of Loans, Guarantees or Investments The Company has not given any loans or guarantees governed under the provisions of Section 186 of the Companies Act, During the year your Company has made investments in accordance with the Section 186 of the Companies Act, (Refer Note:10 of Schedule to Balance Sheet). Particulars of Contracts or Arrangements made with Related Parties under Section 188 of the Companies Act 2013 All the related party transactions that were entered into during the Financial Year in the ordinary course of business and the prices were at arm s length basis. Hence, the provisions of Section 188 of Companies Act 2013 are not attracted. Further no materially significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have potential conflict with interest of the Company at large. Hence, reporting in AOC 2 is not required. Explanation or comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports There was no qualification, reservations or adverse remarks made by the auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company. Significant / Material orders passed by the Regulators / Courts There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status and the Company s operation in future. Statement on Risk Management Policy The Board has developed a risk management policy and the same has been implemented. At present, the Company has not identified any element of risk which may threat the existence of the Company. Internal Control Systems and their adequacy The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. Directors Responsibility Statement As stipulated in Section 134(5) of the Companies Act 2013, your Directors confirm that: a) Your Directors have followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures; b) Your Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; 4

8 c) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) Your Directors have prepared the annual accounts on a going concern basis; e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) Your Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Transfer of amounts to Investor Education and Protection Fund: There are no amounts lying unpaid or unclaimed for a period of seven years. Therefore there were no amounts which were required to be transferred to Investor Education and Protection Fund. Auditors On the recommendation of the Audit Committee, the Board has proposed the re-appoint of present Auditors M/s P N Raghavendra Rao & Co., Chartered Accountants (Firm Registration Number S), Coimbatore as the Statutory Auditors of the Company to hold office for a term of five consecutive years from the conclusion of this 47th Annual General Meeting. Necessary resolution in this regard is included in the Notice for the AGM. In this regard, the company has obtained necessary eligibility certificate and consent letter from Auditors in terms of Companies Act Particulars of Employees Since the Company is an Unlisted Company, provisions of Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, does not apply to the Company. The disclosure referred to the Rule 5(2)(i) to (iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 does not apply to the Company as there were no employees who are in receipt of remuneration as per limit specified in the Rule. Corporate Social Responsibility Initiatives The provisions of section relating to Corporate Social Responsibility is not applicable to the Company. Holding / Subsidiary / Associate Companies or Joint Venture The Company does not have any Holding or Subsidiary or Associate Company or Joint Venture as per the provisions of Companies Act Cost Records / Audit The requirement of maintenance of Cost records and conducting cost audit as per Companies Act 2013 is not applicable to the company. Human Resources and Industrial Relations During the year under review the human relations continued to be very cordial. The Company wishes to acknowledge the contribution of the employees at all levels of the organization. The Company has placed an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) as per Companies Act Internal Compliance Committee has been set up to redress complaints for Sexual Harassment. All employees are covered under this policy and no complaints received during the year. Acknowledgments The Directors thank the Shareholders, Customers, Suppliers, Bankers and Employees at all levels for their co-operation and dedication during the year. On behalf of the Board of Directors Place : Coimbatore G.D.Gopal Date : Chairman (DIN: ) 5

9 UMS Technologies Limited FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN as on Financial Year ended on Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, I. REGISTRATION & OTHER DETAILS : i CIN U32302TZ1970PLC ii Registration Date iii Name of the Company UMS Technologies Limited iv Category/Sub-category of the Company Company Limited by Shares / Indian Non Government Company v Address of the Registered office 1062, Gopal Bagh, Avinashi & contact details Road, Coimbatore vi Whether listed company No vii Name, Address & contact details of In-house at the Registered the Registrar & Transfer Agent, if any. Office of the Company. II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated SL No Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company 1. Model Engines and Assessories % 2. Machining Charges % 3. Training Charges % III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES SL No Name & Address of the company CIN / GLN Holding / Subsidiary / Associate % of Shares held Applicable Section 1. N.A N.A N.A N.A N.A 6

10 IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity) Category of Share holders No. of Shares held at the beginning of the year Demat Physical Total No. of Shares held at the end of the year % of Total Demat Physical Total Shares % of Total Shares % change during the year A. Promoters (1) Indian a) Individual/HUF - 10,16,700 10,16, % - 10,16,700 10,16, % - b) Central Govt.or State Govt c) Bodies Corporates - 24,08,200 24,08, % - 24,09,500 24,09, % 0.04% d) Bank/FI e) Any other SUB TOTAL:(A) (1) - 34,24,900 34,24, % - 34,26,200 34,26, % 0.04% (2) Foreign a) NRI- Individuals b) Other Individuals c) Bodies Corp d) Banks/FI e) Any other SUB TOTAL (A) (2) Total Shareholding of Promoter - 34,24,900 34,24, % - 34,26,200 34,26, % 0.04% (A)= (A)(1)+(A)(2) B. PUBLIC SHAREHOLDING (1) Institutions a) Mutual Funds b) Banks/FI C) Cenntral govt d) State Govt e) Venture Capital Fund f) Insurance Companies g) FIIS h) Foreign Venture Capital Funds i) Others (specify) SUB TOTAL (B)(1): (2) Non Institutions a) Bodies corporates i) Indian % % - ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs.1 lakhs - 74,400 74, % - 73,100 73, % (0.04%) ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs c) Others - Non Resident Indian SUB TOTAL (B)(2): - 75,100 75, % - 73,800 73, % (0.04%) Total Public Shareholding (B)= (B)(1)+(B)(2) - 75,100 75, % - 73,800 73, % (0.04%) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) - 35,00,000 35,00, % - 35,00,000 35,00, % 0.00% 7

11 UMS Technologies Limited II. SHARE HOLDING OF PROMOTERS SL No Shareholders Name Shareholding at the beginning of the year No. of Shares % Total shares of the company % of shares pledged encumbered to total shares Shareholding at the end of the year No. of Shares % Total shares of the company % of shares pledged encumbered to total shares 1. Sri.G.D.Gopal 1,51, % NIL 1,51, % NIL - 2. Smt.G.Chandralekha 6,20, % NIL 6,20, % NIL - 3. Smt.V.Shanthini 97, % NIL 97, % NIL - 4. Sri.G.D.Rajkumar 1,46, % NIL 1,46, % NIL - 5. Varshini 1, % NIL 1, % NIL - 6. Gedee Investments P Ltd 5,84, % NIL 5,85, % NIL 0.04% 7. G Print P Ltd 22, % NIL 22, % NIL - 8. Unix Investments P Ltd 5,07, % NIL 5,07, % NIL - 9. Dera Investments P Ltd 5,03, % NIL 5,03, % NIL Gedee Hopt P Ltd 1,28, % NIL 1,28, % NIL Gedee Weiler P Ltd 28, % NIL 28, % NIL Venture Investments P Ltd 18, % NIL 18, % NIL Rathna Resorts Ltd 1,15, % NIL 1,15, % NIL D Engineering P Ltd 1,49, % NIL 1,49, % NIL Gedee Associates P Ltd 1,45, % NIL 1,45, % NIL Premier Castings Ltd 25, % NIL 25, % NIL Ashok Travels P Ltd 98, % NIL 98, % NIL Importers P Ltd 22, % NIL 22, % NIL Precicom P Ltd 38, % NIL 38, % NIL United Motors (Cbe) P Ltd 17, % NIL 17, % NIL Town Service P Ltd 1, % NIL 1, % NIL - Total 34,24, % 34,26, % 0.04% 8

12 III. CHANGE IN PROMOTERS' SHAREHOLDING SL No Shareholding at the beginning of the year No. of Shares % Total shares of the company Cumulative share holding during the year No. of Shares % Total shares of the company At the beginning of the year 34,24, % 34,24, % 1. Gedee Investments Pvt Ltd 2. Date wise increase in Promoters Share holding during the year by Transfer Date Reason 20 Apr 2016 Transfer % 34,25, % 15 Sep 2016 Transfer % 34,26, % 3. At the end of the year 34,26, % 34,26, % IV. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs) For each of the Top 10 SL shareholders No 1. D Rajasekaran Shareholding at the beginning of the year No. of Shares % Total shares of the company Cumulative share holding during the year No. of Shares % Total shares of the company At the beginning of the year 1, % 1, % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year 1, % 1, % 2. Narendra Kumar Singh At the beginning of the year 1, % 1, % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year 1, % 1, % 9

13 UMS Technologies Limited SL No For each of the Top 10 shareholders Shareholding at the beginning of the year No. of Shares % Total shares of the company Cumulative share holding during the year No. of Shares % Total shares of the company 3. Gora Lal At the beginning of the year 1, % 1, % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year 1, % 1, % 4. Nita J Desai At the beginning of the year % % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year % % 5. Narshi Bhanji Gada At the beginning of the year % % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year % % 6. Bhaskar Reddy Rachumalla At the beginning of the year % % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year % % 10

14 SL No For each of the Directors & KMP Shareholding at the beginning of the year No. of Shares % Total shares of the company Cumulative share holding during the year No. of Shares % Total shares of the company 7. Preeti P Sheth At the beginning of the year % % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year % % 8. V Olagammai Veerappan At the beginning of the year % % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year % % 9. R N Veerappan At the beginning of the year % % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year % % 10. Pravin M Shah At the beginning of the year % % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year % % 11

15 UMS Technologies Limited V. Shareholding of Directors & Key Management Personnel SL No For each of the Directors & KMP Shareholding at the beginning of the year No. of Shares % Total shares of the company Cumulative share holding during the year No. of Shares % Total shares of the company 1. Shri G.D. Gopal At the beginning of the year 1,51, % 1,51, % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year 1,51, % 1,51, % 2. Shri G.D. Rajkumar At the beginning of the year 1,46, % 1,46, % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year 1,46, % 1,46, % 3. Smt. V. Shanthini At the beginning of the year 97, % 97, % Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year 97, % 97, % 4. Shri R. Jagannathan At the beginning of the year Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year

16 5. Shri V. Sundaram At the beginning of the year Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus /sweat equity etc) At the end of the year V. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtness at the beginning of the financial year i) Principal Amount 54,84, ,84,116 ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) 54,84,116 54,84,116 Change in Indebtedness during the financial year Additions Reduction 54,84, ,84,116 Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii)

17 UMS Technologies Limited VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-Time Director and/or Manager: SL No Particulars of Remuneration Name of Director Total 1. Gross salary -- (a) Salary as per provisions contained in section 17(1) of the -- Income Tax (b) Value of perquisites u/s 17(2) of the Income tax Act, (c ) Profits in lieu of salary under section 17(3) of the Income Tax -- Act, Stock option Sweat Equity Commission -- as % of profit -- others (specify) Others, please specify -- SL No Total (A) Ceiling as per the Act -- B. Remuneration to other Directors: Particulars of Remuneration Name of Director Shri. Shri. Smt. Shri. Shri. Dr. G.D. Gopal G.D.Rajkumar V.Shanthini R.Jaganathan V.Sundaram P.Shanmugam -- Total 1. Independent Directors -- (a) Fee for attending board committee meetings - 4,500 5,500 2,000 1,500-13,500 (b) Commission -- (c ) Others, please specify -- Total (1) 13, Other Non Executive Directors -- (a) Fee for attending board committee meetings -- (b) Commission -- (c ) Others, please specify. -- Total (2) -- Total (B)=(1+2) 13,500 Total Managerial Remuneration 13,500 Overall Ceiling as per the Act. -- NIL NIL 14

18 C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD SL No Particulars of Remuneration Key Managerial Personnel CEO Company Secretary CFO Total 1. Gross Salary (a) Salary as per provisions contained in section 17(1) of the -- Income Tax Act, (b) Value of perquisites u/s 17(2) of the Income Tax Act, (c) Profits in lieu of salary under section 17(3) of the Income Tax -- Act, Stock Option Sweat Equity Commission -- as % of profit -- others, specify Others, please specify -- Total -- VII. PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES Type A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding Section of the Companies Act Brief Description Details of Penalty/ Punishment / compunding fees imposed Nil Authority (RD/NCLT/ Court) Appeal made if any (give details) On behalf of the Board of Directors Place : Coimbatore G.D.Gopal V.Shanthini Date : Chairman Director (DIN: ) (DIN: ) 15

19 UMS Technologies Limited ANNEXURE II TO DIRECTOR S REPORT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information under section 134 (3) (m) of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules 2014 for the year ended 31st March 2017 is given here below and forms part of the Director s Report. A. Conservation of Energy i) The steps taken or impact on conservation of energy: i) Continuous efforts are being applied to optimize the power consumption. ii) The Company is constantly reviewing further measures to reduce energy consumption. ii) The steps taken by the Company for utilizing alternate source of energy; Nil iii) The capital investment on energy conservation equipments; Nil B. Technology Absorption i) The efforts made towards technology absorption; - Nil ii) The benefits derived like product improvement, cost reduction, product development or import substitution; - Nil iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year); - Nil iv) The expenditure incurred on Research and Development; - Nil C. Foreign Exchange Earnings and Outgo During the year under review foreign exchange earnings were Rs Lakhs (Previous year Rs Lakhs). Foreign exchange outgo was Rs Lakhs (Previous year Rs Lakhs) On behalf of the Board of Directors Place : Coimbatore G.D.Gopal Date : Chairman (DIN: ) 16

20 INDEPENDENT AUDITORS REPORT To The Members of UMS Technologies Limited Report On The Financial Statements We have audited the accompanying financial statements of M/s. UMS Technologies Limited ( the Company ), which comprise the Balance Sheet as at 31stMarch 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility For The Financial Statements The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial 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, of the State of affairs of the company as at 31 st March 2017 and its profit and its cash flows for the year ended on that date. 17

21 UMS Technologies Limited Report on Other Legal and Regulatory Requirements As required by the Companies (Auditor s Report) order, 2016 ( the order ) issued by the Central Government of India in terms of sub-section 11 of section 143 of the Companies Act 2013, we give in the Annexure-A a statement on the matters specified in the paragraphs 3 and 4 of the order, to the extent applicable. As required by Section 143(3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, e) On the basis of the written representations received from the directors as on 31stMarch, 2017, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of Section 164 (2) of the Act. f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure-B ;and g) With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: (i) The Company does not have any pending litigations to have impact on its financial position in its financial statements. (ii) The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. (iii) There are no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. (iv) The Company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8thNovember, 2016 to 30th December, 2016 on the basis of information available with the company. Based on the audit procedures, and relying on management s representation, we report that the disclosures are in accordance with the books of accounts maintained by the company and as produced to us by the Management. For P.N.Raghavendra Rao & Co., Chartered Accountants Firm Registration No S Place : Coimbatore Pon Arul Paraneedharan Partner Date : Membership No

22 Annexure-A to the Independent Auditors Report The Annexure-A referred to in our Independent Auditors Report to the members of the Company on the financial statements for the year ended 31 March 2017, we report that: (i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner. In accordance with this programme, certain fixed assets were verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets. c) In our opinion and according to the information and explanations given to us and on the basis of examination of the records of the company the title deeds of immovable properties are held in the name of the company. (ii) (iii) (iv) (v) (vi) (vii) The inventory has been physically verified by the management at reasonable intervals during the year. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records. In our opinion and according to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans secured or unsecured to companies, firms, Limited Liability partnerships or other parties listed in the register maintained under section 189 of the Companies Act, 2013 ( the Act ). Therefore, the provisions of Clauses iii(a), iii(b) and iii(c) of the Order are not applicable to the Company. In our opinion and according to the information and the explanations given to us, the Company has not granted any loans or provided any guarantees or securities to the parties covered under the section 185 of the Act. The Company has complied with the provisions of section 186 of the Act in respect of investments made or loans or guarantee or security provided. The Company has not accepted any deposits from the public. As per the information and explanation given by the management, maintenance of cost records prescribed by the Central Government is not applicable to the company. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the undisputed statutory dues including provident fund, Employee s State Insurance, Income tax, Sales tax, service tax, duty of customs, duty of excise, value added tax, cess, and any other material statutory dues, as applicable, have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, Employee s State Insurance, Income tax, Sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable. b) There is no disputed dues in respect of Income tax, Sales tax, service tax, duty of customs, duty of excise or value added tax as at

23 UMS Technologies Limited (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks, and Government during the year. The company has not issued any debentures and hence there are no dues to debenture holders. The Company has not raised any money by way of Initial Public Offer or further public offer (including Debt instruments) during the year. There were no term loans raised by the company during the year. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year. According to the information and explanations given to us and based on the examination of the records, the Company has not paid any managerial remuneration during the year under review and hence Para 3(xi) of the Order is not applicable. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, Para 3(xii) of the Order is not applicable. According to the information and explanations given to usand based on our examination of the records, of the company, transcations with the related parties are in compliance with section 177 and 188 of the Act, wherever applicable. The details of such related party transactions have disclosed in the financial statement as required under the accounting Standard (AS 18- Related Party Transctions). According to the information and explanations given to us and based on the examination of the records, the Company has not made any preferential allotment or private placement of shares or fully or party convertible debentures during the year under review. According to the information and explanations given to us and based on the examination of the records, the Company has not entered into non-cash transaction with the Directors or persons connected with them. Accordingly, para3(xv) of the order is not applicable. The Company is not requirede to be registered under section 45-IA of the Reserve Bank of India Act, Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company. For P.N.Raghavendra Rao & Co., Chartered Accountants Firm Registration No S Pon Arul Paraneedharan Place : Coimbatore Partner Date : Membership No

24 Annexure-B to the Independent Auditors Report of even date on the Financial Statements of UMS Technologies Limited Report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the Act We have audited the internal financial controls over financial reporting of UMS Technologies Limited ( the Company ) as of 31 st March 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management s responsibility for Internal Financial Controls: The Company s management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of the internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, Auditors responsibility Our responsibility is to express an opinion on the Company s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note ) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of Internal Financial Controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risks. The procedures selected depend on the auditor s judgment, including the assessment of the risk of material misstatements of the financial statements, whether due to fraud or error. We believe that the audit evidence, we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial control system over financial reporting. Meaning of Internal Financial Control Over Financial Reporting A Company s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company s internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditure of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of 21

25 UMS Technologies Limited unauthorized acquisition, use, or disposition of the company s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitation of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 st March 2017 based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI. For P.N.Raghavendra Rao & Co., Chartered Accountants Firm Registration No S Place : Coimbatore Pon Arul Paraneedharan Partner Date : Membership No

26 Balance Sheet as at 31st March 2017 Particulars Note Number As at As at 31/03/ /03/2016 inn nnn in Rupees I. EQUITY AND LIABILITIES : 1. Shareholders Funds a) Share Capital 2 3,50,00,000 3,50,00,000 b) Reserves and Surplus 3 15,19,07,816 13,80,48, Non-Current Liabilities Long-Term Liabilities 4 50,00, Current Liabilities a) Short-Term Borrowings 5 54,84,116 b) Trade Payables 6 19,75,177 29,98,897 c) Other Current Liabilities 7 31,50,426 34,64,250 d) Short -Term Provisions 8 22,00,000 21,75,000 Total 19,42,33,420 19,21,70,896 II. ASSETS : 1. Non-Current Assets a) Tangible Assets 9 8,51,63,248 8,59,54,905 b) Non - Current Investments 10 2,43,38,197 2,61,54,906 c) Long-Term Loans and Advances 11 55,01,330 2,42,26, Current Assets a) Inventories 12 2,20,11,524 2,26,16,544 b) Trade Receivables 13 45,19,222 68,65,363 c) Cash and Cash Equivalents 14 4,97,05,605 2,25,46,977 d) Short - Term Advances 15 10,80,636 10,87,133 d) Other - Current Assets 16 19,13,658 27,18,176 Total 19,42,33,420 19,21,70,896 Notes 1 Significant Accounting Policies and accompanying notes are forming part of this Balance Sheet. To be read with the report of even date For P.N.Raghavendra Rao & Co., Chartered Accountants Firm Registration No S For and on behalf of the Board Pon Arul Paraneedharan Coimbatore Partner G. D. Gopal V.Shanthini Membership No Chairman (DIN: ) Director (DIN: ) 23