Universal Office Automation Ltd

To the Members.

Universal Office Automation Limited

The Directors of your Company have immense pleasure in presenting the 32nd Annual Report together with the Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS

(Rs. Lacs)

2. DIVIDEND

There is no profit during the year under review nor there are accumulated profit in the company, therefore the Board of Directors of the Company does not recommend any dividend for the financial year ended 31st March, 2024.

3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING /OPERATIONS DURING THE YEAR

During the year under review the Company has incurred loss amounting to Rs 24,50,698 /- (Rupees Twenty Four Lac Fifty Thousand Six Hundred Ninety Eight) as compared to the loss of previous year ended on 31st March 2023 amounting to Rs 2,72,557 /- (Rupees Two Lac Twenty Two Thousand Five Hundred Fifty Seven). No new business could be undertaken due to paucity of working capital and other business constraints.

4. RESERVES & SURPLUS

Since there was no profit during the year under review, no amount was transferred to reserves during the year 2023 -24.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company since the last annual report.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED DURING THE YEAR

During the period between the close of financial year and date of report, there were no material changes and commitments that affects the financial position of the Company.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting going concern status and company's operations in future.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls commensurate with the volume of transactions in the company. During the financial year 2023 - 24, such controls were tested and no reportable material weakness in the design or operation were observed.

9. DETAILS OF SUBSIDIARY /JOINT VENTURE /ASSOCIATE COMPANIES

The details as required under this section are as follows:

Subsidiary/ Joint Venture/ Associate Company: NIL

10. DEPOSITS

As on 31st March, 2024, neither the company has accepted any fixed deposit nor there is any unclaimed deposit.

11. AUDITOR AND AUDITORS' REPORT

M/s V Nagarajan & Co., Chartered Accountants (FRN No 004879N) were appointed as the Statutory Auditors of the Company to fill the Casual Vacancy caused by the resignation of M/s Purushothaman Bhutani & Co, Chartered Accountants, New Delhi, (FRN No 005484N) to hold the office of Statutory Auditors up to the conclusion of ensuing Annual General Meeting of the Company to be held in calendar year 2024. Accordingly, they have conducted the statutory audit for the financial year ended on March 31, 2024.

Notes to accounts are self- explanatory; the Auditors' Report does not contain any qualification, reservation or adverse remark.

• Internal Auditor

The Board of Directors on the recommendation of the Audit Committee has appointed Mr. Gagandeep Singh Waraich (M No FCA 546430), a qualified Chartered Accountant as the Internal Auditor of the Company for conducting the audit during the financial year 2023 - 24.

• Secretarial Auditor

Ms Mehak Gupta & Associates, Company Secretaries were appointed to conduct Secretarial Audit for the year 2023 - 24 in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Audit Report for the year ended on March 31, 2024 is annexed herewith as enclosure-2. There are no qualifications, reservations, adverse remarks or disclaimer made by the Secretarial Auditor in its report for FY 2023 - 24, except as stated in the Audit report. There was delay of 7 days in filing of e voting results in XBRL mode under the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 during the year 2023- 24 due to technical error in the network. The report is self-explanatory and does not call for any further comments.

12. SHARE CAPITAL: There was no change in the share capital of the Company during the year.

a. Issue of equity Shares with differential rights - NIL

b. Issue of sweat equity shares - NIL

c. Issue of employee stock option - NIL

d. Provisions of moneys by company for purchase of its own shares - NIL

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) issue of equity shares with differential rights as to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

c) raising of funds through preferential allotment or qualified institutions placement;

d) instance of one-time settlement with any bank or financial institution.

13. EXTRACT OF ANNUAL RETURN

Extract of Annual Return is uploaded on the website of the Company at www.uniofficeautomation.com.

14. CORPORATE SOCIAL RESPONSIBILITY

In pursuance of the provisions of section 135 of the Companies Act, 2013 Corporate Social Responsibility Committee (CSR Committee) of the board was constituted on October 25, 2018. The committee comprises the following members:

1. Ms Rita Gupta, Chairperson

2. Mr Sunil Kumar Shrivastava, Member

3. Mr Vipin Gupta, Member

Since the company did not meet the criteria of net profit/turnover/ net worth as prescribed under section 135 of the Act, CSR contribution was not made during the year 2023 24.

A. Retirement by rotation: Pursuant to Section 149, 152 and other applicable provisions if any of the Companies Act, 2013, one third of such of the Directors who are liable to retire by rotation, shall retire from office at every annual general meeting. The retiring director may however offer themselves for re - appointment, if eligible. Accordingly, Ms Rita Gupta shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re - appointment pursuant to the provisions of Companies Act, 2013.

B. Changes during the year:

There were no changes in the composition of board of directors of the company during the year under review.

• Managing Director

Sunil Kumar Shrivastava is the Managing Director of the Company up to ll-Aug-2024. The board of Directors at its meeting held on 26.07.2024, re - appointed Mr Sunil for a further term of five years subject to approval of members at the ensuing annual general meeting.

• Independent Directors

Approval of members was accorded at the 27th Annual General Meeting to re - appoint Mr Ravi Shankar Subramanian Padi (DIN 00016364) as Independent Director of the company for a term of 5 years.

Mr Vipin Kumar Gupta (DIN - 08397846) was appointed as Independent Director of the company for term of 5 years at the 29th Annual General Meeting of the Company.

Mr Vikram Shastry (DIN - 09633011) was appointed as Independent Director of the company for term of 5 years at the 30th Annual General Meeting of the Company.

C. Formal Annual Evaluation: Pursuant to provisions of the Companies Act, 2013 the Board has carried out formal evaluation of its own performance, the Directors individually and the evaluation of the working of its Audit committee, Nomination & Remuneration Committee, and Stakeholder Relationship Committee.

16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met seven times during the financial year 2023 - 24 (i.e. 1st April 2023 to 31st March 2024) the details of the Board meetings are stated in the Corporate Governance report forming a part of the Annual Report.

Further, the gap between any two meetings did not exceed one hundred and twenty days.

17. AUDIT COMMITTEES

In terms of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Board of Directors constituted the Audit Committee of the company. The details pertaining to Audit Committee are included in the Corporate Governance Report which forms part of this report.

18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

In terms of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has formulated the Whistle Blower Policy / Vigil Mechanism under Audit Committee. The Audit Committee comprises of the following members:

The above composition of the Audit Committee consists three-fourths majority of Independent Directors.

The Company has established a Vigil mechanism and oversees through the Audit Committee with an object to address the genuine concerns expressed by the employees and Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

The policy on vigil mechanism is annexed to this report as 'Enclosure 1' and may be accessed on the Company's website www.uniofficeautomation.com

During the year under review no complaint was received from any Whistle Blower.

19. NOMINATION AND REMUNERATION POLICY

The Board of directors on the recommendation of Nomination & Remuneration Committee has adopted a policy for selection and appointment of Directors & KMPs and their remuneration. The Nomination & Remuneration Policy is attached to this report as 'Enclosure 3'.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There are no loans, guarantees or investments in the company as may be applicable under Section 186 of the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

There was no contract / transaction entered by the Company during the financial year under review except that were in the ordinary course of business and on arm's length basis. During the year under review the Company had not entered into any contracts/arrangements/transactions with related parties and which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The policy on related party transactions approved by the Board may be accessed on the Company's website www.uniofficeautomation.com

22. MANAGERIAL REMUNERATION

During the year under review, no managerial remuneration was paid due to paucity of resources.

23. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149 (7) of the Companies Act, 2013, that they were meeting the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

24. Independent Director's meeting

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25 (3) of the SEBI Listing Regulations, 2015 the separate meeting of the independent directors was held on January 16, 2024.

Without the attendance of non-independent directors and members of management, inter alia, the independent directors discussed the following:

i. Review the performance of non - independent directors and the board as a whole;

ii. Assess the quality, quantity and timeliness of flow of information between the Board and the management of the Company to effectively and reasonably perform their duties

iii. Responsibility of independent directors with regards to internal financial controls.

iv. Independent review & Judgement on the functioning & operations of the company.

25. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to maintain the highest standards of corporate governance and adhere to the Corporate Governance requirements set out by the Securities & Exchange Board of India (SEBI). A separate report on "Corporate Governance" is annexed hereto.

The requisite certificate from the Auditors' of the Company confirming compliance with the conditions of corporate governance is attached as 'Enclosure 4' to the Report on Corporate Governance and form part of Annual Report.

26. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has laid down Risk Management Policy to inform Board Members about the risk assessment and minimization procedures.

27. MANAGEMENT'S DISCUSSION AND ANAYLSIS

Management of the company is exploring new business opportunities and avenues that may be undertaken by the company in future. There is no data to be reported under management discussion and analysis hence not reported.

28. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i. In the preparation of the Annual Accounts for the financial year ended at 31st March, 2024; the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

ii. Appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for the said period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. In view of expected future business, the annual accounts for the financial year ended on 31st March, 2024 have been prepared on a going concern basis;

v. The internal financial controls were followed by the Company and that internal financial controls are adequate and were operating effectively; and

vi. Proper systems were devised to ensure compliance with the provision of all applicable laws and the systems were adequate and operating effectively.

29. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

30. PARTICULARS OF EMPLOYEES

During the year, there were no employees/directors/KMPs covered under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. ADDITIONAL INFORMATION RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review considering the nature of activities undertaken by your Company, there are no particulars to be furnished in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo.

32. EMPLOYEES STOCK OPTION PLAN

As on the date of this report the company has not issued any shares under the Employees Stock Option Plan (ESOP).

33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have not reported any incident of fraud by the officers or employees of the Company for the financial year under review.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made or pending under the Insolvency and Bankruptcy Code, 2016

35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there was no loan outstanding from Bank or Financial Institution

36. TRANSFER TO IEPF ACCOUNT

During the period under review, your Company was not required to transfer any amount to Investor Education and Protection Fund.

37. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by Central Government under Section 148(1) of Companies Act, 2013 is not applicable to the Company

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In view of number of employees being less than prescribed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; Internal Complaints Committee under the said Act is not constituted.

39. ACKNOWLEDGEMENT

Your Directors wish to thank the Government authorities, bankers and shareholders for their co-operation and assistance extended to the Company.