Directors Report of Universal Office Automation Ltd.

Mar 31, 2024

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

1. FINANCIAL HIGHLIGHTS

(Rs. / Lacs)

Particulars	Financial Year Ended March 31, 2024	Financial Year Ended March 31, 2023
Sales & other income	13.08	10.29
Profit / (Loss) before Interest, depreciation & Tax	(20.01)	(2.73)
Depreciation	0.00	0.00
Finance charges	0.00	0.00
Profit/ (Loss) Before Exceptional Items	(20.01)	(2.73)
Exceptional items	0.00	0.00
Profit/ (Loss) Before Tax	(20.01)	(2.73)
Tax Expense	4.5	0.00
Profit/ (Loss) After Tax	(24.51)	(2.73)

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 31^st
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 31^st 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.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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 27^th 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 29^th 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 30^th 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. 1^st April 2023 to 31^st 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:

Mr. Vipin Kumar Gupta	Chairman (ID)
Ms. Rita Gupta	Member (non-executive; non ID)
Mr Ravishankar Subramanian Padi	Member (ID)
MrVikram Shastry	Member (ID)

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 31^st 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;

iti. 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 31^st 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.

By Order of the Board
For Universal Office Automation Limited

Date: July 26, 2024
Place: New Delhi

Sunil Kumar Shrivastava Sashi Sekhar Mishra

Managing Director Director

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Jun 30, 2015

Dear Members,

The Directors of your Company have pleasure in presenting the 23rd Annual Report together with the Financial Statements for the financial year ended 30th June, 2015*.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Sl Particulars 2014-15 2013-14 No (As on 30th (As on 31st June,2015) March,2014) 15 months 12months

1 Sales and other income 15.01 19.05

2 Profit/Loss before Interest, Depreciation and Tax 9.35 5.99

3 Finance Charges 0.63 0.31

4 Depreciation 0.12 1.45

5 Profit/(Loss) before Tax -8.60 5.23

6 Provision for Taxation 0.00 1.00

7 Net Profit/(Loss) after tax for the current year -8.60 4.23

8 Capital Reserve 297.63 297.63

9 Securities Premium Reserve 333.37 333.37

10 Closing Balance (Profit & Loss (2403.24) (2394.64) Account)

11 Balance of Profi)/(Loss) carried forward to next year (1772.24) (1763.64)

*the Board of Directors of the Company vide their resolution dated March 31, 2015, have accorded their consent for the extension of Financial Year 2014-15 ending March 31, 2015 by 3 months i.e. up to June 30, 2015 in terms of second proviso to Section 2(41) of the Companies Act, 2013.

2. DIVIDEND

In order to conserve the resources of the Company, your Directors do not recommend any dividend for the year 2014-15.

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

The other income of the Company was Rs. 15.01 Lacs as against Rs. 19.05 Lacs in the previous year. The loss for the year ended 30th June, 2015 was Rs. 8.60 Lacs as against profit of Rs. 4.23 Lacs in the previous year.

4. CHANGE IN THE NATURE OF BUSINESS , IF ANY

No changes occur during the year in the nature of business.

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

No material changes and commitments have occurred after the close of the year till the date of this report which affect the financial position of the company

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

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

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

8. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

The details as required under this section are as follows:

Holding Company : HCL Corporation Private Limited

Other Group Company :

HCL Info systems Limited and its subsidiaries HCL Technologies Limited and its subsidiaries

Subsidiary Company : NIL

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

During the year under review , consolidated statements are not required

10. DEPOSITS

As on 30th June, 2015, neither the company has accepted any fixed deposit nor there is any unclaimed deposit.

11. STATUTORY AUDITORS

The Auditors of the Company, M/s. S.D. Chopra & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors for the financial year 2015-16.

Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under the Company has receives certificate dated April 2, 2014 from the Auditor to the effect, inter-alia that their reappointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re - appointment under the provisions of applicable laws and also there is no proceeding against them with respect to professional matter of conduct.

Your Directors recommend their reappointment

12. AUDITORS' REPORT

The notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments from the Directors. The Auditors report doesn't contain any qualification , reservation or adverse remarks.

13. 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

14. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as annexure "B" in Form MGT-9

15. CORPORATE SOCIAL RESPONSIBILITY

In view of the criteria of net worth /turnover and net profit of the Company as envisaged under Section 135 of the Companies Act, 2013 , the constitution of CSR Committee is not applicable in case of the Company

16. DIRECTORS

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 as are liable to retire by rotation , shall retire every year at the , and if eligible ,offer themselves for re - appointment at every Annual General Meeting . Consequently Ms.Rita Gupta, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re- appointment in accordance with the provisions of Companies Act, 2013..

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Your Directors' recommend their appointment /reappointment at the ensuing Annual General meeting.

b. Changes in Directors and Key Managerial Personnel

Mr.Kul Bhushan Rattan, Managing Director expired on 10th September, 2015 causing casual vacancy. The Board place on record their appreciation of the invaluable contribution and guidance provided by him.

Mr. Bhupinder Gupta and Mr. Vikas Gupta were inducted in the Board. The brief resume of the Directors being appointed / reappointed, the nature of their expertise in specific functional areas, names of Companies in which they have held directorships, committee memberships / Chairmanships, their shareholdings etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Mr. Bhupinder Gupta is designated as Managing Director by the Board & Mr. Vikas Agarwal is proposed to be appointed as Independent Director.

c. Declaration by an Independent Director(s) and re-appointment -

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

d. Formal Annual Evaluation

Pursuant to provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement , the Board has carried out an evaluation of its own performance , the Directors individually and the evaluation of the working of its Audit , Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been given in Corporate Governance Report.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

There were 8 Board Meetings during the year ( 1st April, 2014 to 30th June, 2015) i.e. 30th May, 2014,13th August, 2014, 19th August, 2014, 14th November, 2014, 6th January, 2015, 12th February, 2015, 31st March, 2015 and 14th May, 2015. The details of the Board meetings are stated in the Corporate Governance report.

18. AUDIT COMMITTEES

The details pertaining to Audit Committee are included in the Corporate Governance Report which forms part of this report.

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

In terms of Section 177 of the Companies Act, 2013 and listing Agreement, the Company has formulated the Whistle Blower Policy / Vigil Mechanism under Audit Committee.

The Audit Committee consists of the following members

a. Mr.Vikas Agarwal - Chairman

b. Mr.Bhupinder Gupta - Member

c. Mr.Sushil Kumar Jain - Member

d. Ms. Rita Gupta - Member

The above composition of the Audit Committee consists of independent Directors viz., Mr. Vikas Agarwal and Mr Sushil Kumar Jain who forms half of the total members with independent director as chairman.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other 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 co employees and the Company

The policy on vigil mechanism may be, accessed on the Company's website www.uniofficeautomaion.com

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

20. NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of Nomination & Remuneration Committee framed a policy for selection and appointment of Directors & KMPs and their remuneration. The Nomination & Remuneration Policy is annexed as Annexure "A".

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

There are no loans, guarantees or investments applicable to company under Section 186 of the Companies Act, 2013.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All contracts / transactions entered by the Company during the financial year with related party were in the ordinary course of business and on an arm's length basis. During the year the Company had not entered into any contracts /arrangements/transactions with related parties 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.uniofficeautomaion.com

23. MANAGERIAL REMUNERATION

During the year under review , No managerial remuneration was paid

24. SECRETARIAL AUDIT REPORT

The Board has appointed M/s Siddiqui & Associates, Practising Company Secretary to conduct Secretarial Audit for the year 2014-15. The Secretarial Audi for the financial year 2014-15 ended on June 30, 2015 is annexed herewith as annexure "C". The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

25. CORPORATE GOVERNANCE CERTFICATE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.A separate report on "Corporate Governance" is annexed hereto as part of Annual Report.

A separate report on "Corporate Governance " is annexed as Annexure "D" hereto as part of Annual Report.

The requisite certificate from the Auditors' of the Company confirming compliance with the conditions of corporate governance as stipulated under Clause 49, is attached as "Annexure 1" 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 & Clause 49 of the Listing Agreement , the Company has laid down Risk Management Policy to inform Board Members about the risk assessment and minimization procedures which is also given in Corporate Governance Report.

27. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO CLAUSE (C) OF SUB-SECTION 3 & 5 OF SECTION 134 OF THE COMPANIES ACT, 2013

Your Directors' state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 financial year and of the profit and loss of the company for that period;

(c) the directors had 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) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, in the case of a listed company, had 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) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

28. PARTICULARS OF EMPLOYEES

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

29. 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.

30. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

31. ACKNOWLEDGEMENT

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

On behalf of the Board of Directors

Bhupinder Gupta Sushil Kumar Jain (MANAGING DIRECTOR) (DIRECTOR) (DIN - 00815271) (DIN - 00022573) 23rd October, 2015 Noida

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Mar 31, 2014

Dear Members,

The Directors of your Company herewith present the Twenty Second Annual Report together with the Financial Statements for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in lacs)

2013-14 2012-13

1. Sales and other income 19.05 42.55

2. Profit/Loss before Interest, Depreciation and Tax 6.68 20.86

3. Finance Charges 0.00 0.00

4. Depreciation 1.45 2.10

5. Profit/(Loss) before Tax 5.23 18.76

6. Provision for Taxation 1.00 3.57

7. Net Profit/(Loss) after tax for the current year 4.23 15.19

8. Capital Reserve 297.63 297.63

9. Securities Premium Reserve 333.37 333.37

10. Closing Balance (Profit & Loss Account) (2394.64) (2398.87)

11. Balance of Profit (Loss) carried forward to next year (1763.64) (1767.87)

PERFORMANCE

The other income of the Company was Rs. 19.05 Lacs as against Rs. 42.55 Lacs in the previous year. The profit for the year ended 31st March, 2013 was Rs. 4.23 Lacs as against profit of Rs. 15.19 Lacs in the previous year.

DIVIDEND

In order to conserve the resources of the Company, your Directors do not recommend any dividend for the year 2013-14.

FIXED DEPOSITS

As on 31st March, 2014, there was no unclaimed deposit.

DIRECTORS

Pursuant to Section 149, 152 and other applicable provisions if any of the Companies Act, 2013, one third of such of the Directors as are liable to retire by rotation , shall retire every year at the , and if eligible ,offer themselves for re - appointment at every Annual General Meeting . Consequently Mr.Kul Bhushan Rattan, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment in accordance with the provisions of Companies Act, 2013.

Pursuant to provisions of Section 149 (1) of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement, the Company should have at least one woman director. Keeping in view the above legal requirements, the Board of Directors have proposed the appointment of Ms.Rita Gupta as an Non-Executive/Non independent Director of the Company.

Ms Rita Gupta was appointed as an Additional Director designated as an Non-Executive/Non independent Director w.e.f 13th August, 2014 pursuant ot Section 161(1) of the Companies Act, 2013 and Article of Association of the Company and she shall hold office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing appointment of Ms. Rita Gupta as Non-Executive/Non independent Director.

Mr.Sushil Kumar Jain & Mr.P.S.Ravishankar are also proposed to be appointed as Independent Directors pursuant to Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold Office for 5 (Five ) consecutive years from the conclusion of ensuing AGM. The Office of Independent Director is not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The brief resume of the Directors being appointed / reappointed, the nature of their expertise in specific functional areas, names of Companies in which they have held directorships, committee memberships / Chairmanships, their shareholdings etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting & Corporate Governance Report.

Your Directors' recommend their appointment / reappointment at the ensuing Annual General meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2 A A) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirm that:

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures from the same;

ii) the 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

AUDITORS AND AUDITORS' REPORT

The Auditors of the Company, M/ s. S.D. Chopra & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors for the financial year 2014-15.

Your Directors recommend their reappointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 143(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under the Company has receives certificate dated April 2, 2014 from the Auditor to the effect, inter-alia that their reappointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re - appointment under the provisions of applicable laws and also there is no proceeding against them with respect to professional matter of conduct.

The notes on Financial Statements referred to in the Auditors' Report is self explanatory and do not call for any further comments.

Your Directors recommend their reappointment

PARTICULARS OF EMPLOYEES

During the year, there were no employees covered under Section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

A separate report on "Corporate Governance" is annexed hereto as part of Annual Report.

The requisite certificate from the Auditors' of the Company confirming compliance with the conditions of corporate governance on corporate governance as stipulated under Clause 49, is attached to the Report on corporate governance.

ACKNOWLEDGEMENT

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

On behalf of the Board of Director

13th August, Kul Bhushan Rattan Sushil Kumar Jain 2014 Managing Director Director Noida (DIN-02354602) (DIN-00022573)

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Mar 31, 2010

The Directors of your Company herewith present the Eighteenth Annual Report together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

2009-10 2008-09

Sales and other income 37.89 54.36

Profit/Loss before Interest,

Depreciation and Tax 13.67 10.00

Finance Charges 0.00 0.00

Depreciation 8.77 10.04

Profit/(Loss) before Tax 4.99 (0.04)

Provision for Taxation 0.77 0.00

Net Profit/(Loss) after tax 4.22 (0.04)

Balance of Profit/(Loss) carried

forward to next year (2452.76) (2456.98)

PERFORMANCE

The other income of the Company was Rs 37.89 Lacs as against Rs. 54.36 Lacs in the previous year. The profit for the year ended 31st March, 2010 was Rs 4.22 Lacs as against loss of Rs. 0.04 Lacs in the previous year.

FIXED DEPOSITS

As on 31st March, 2010, there was no unclaimed deposit.

DIRECTORS

In accordance with the Articles of Association of the company, Mr. Sushil Kumar Jain, a Director retires by rotation and being eligible offers himself for re- appointment.

INFORMATION ON CHANGE OF HOLDING COMPANY

HCL Peripherals Limited, the Holding Company is merged with HCL Corporation Limited vide court order dated 19th February, 2010. In terms of the court order all investment held in name of HCL Peripherals Limited stands vested in HCL Corporation Limited, accordingly now HCL Corporation Limited is our holding company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) appropriate accounting policies have been selected and applied consistently and that the judgements and estimates made 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 profit 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

AUDITORS AND AUDITORS REPORT

The Auditors of the Company, M/s. S.D. Chopra & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Auditors Report is self explanatory.

PERSONNEL

During the year, there were no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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.

CORPORATE GOVERNANCE

A separate report on "Corporate Governance" is annexed hereto as part of Annual Report.

ACKNOWLEDGEMENT

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

On behalf of the Board of Directors

28th May, 2010 Kul Bhushan Rattan P.S.Ravishankar

New Delhi DIRECTOR DIRECTOR