Dear members,
The Board of Directors hereby submits the report of the business and operations of your
Company ("the Company" or "UniversalAutofoundry Limited"), alongwith
the audited financial statements, forthe financialyear ended March 31,2025.
Results of our operations and state of affairs
Amt. in Lakh
| Particulars |
STANDALONE |
|
2024-25 |
2023-24 |
| Total Income |
19388.90 |
20321.02 |
| Total Expenditure |
17690.23 |
18735.70 |
| Profit Before Interest, Depreciation & Amortization and
Tax (PBIT) |
1698.67 |
1585.32 |
| Less: Interest |
330.69 |
261.70 |
| Less: Depreciation & Amortization expenses |
1040.47 |
633.01 |
| Profit Before Tax |
327.51 |
690.61 |
| Exceptional Items |
0 |
0 |
| Profit from Ordinary Activities before Tax |
327.51 |
690.61 |
| Prior Period Items |
0 |
0 |
| Less: Tax Expenses (including deferred tax) |
92.14 |
201.37 |
| MAT Credit Availed |
0 |
0 |
| Share of profit from associates |
0 |
0 |
| Profit After Tax (PAT) |
235.37 |
489.24 |
Notes:
The above figures are extracted from the audited financial statements as per Indian
Accounting Standards (Ind AS) Equity shares are at par value of Rs.10 per share
1. Brief description of the Company's working during the Year/State of Company's
affair:
The company is engaged in the business of manufacturing and export specializing in the
production of Cast Iron and Ductile Iron castings.Company offers castings in three
different conditions: Machined, Semi Machined, and as cast, all of which can be customized
with surface treatments to meet our customers' specific requirements. Our diverse range of
components, such as Housings, Suspension Brackets, Flywheel housing, Differential
Housings, Hubs, Brake Drums, Flywheels, Adjuster Nuts, Pulleys, Dampers, and more, are
widely utilized in the commercial vehicle, tractors and engineering sectors.
Spanning over an expansive about 30,000 square meters, Universal Autofoundry houses
state-of-the-art manufacturing facilities. We boast a fully integrated casting and
machining operation, ensuring efficient production in an environmentally friendly foundry
and machine shop. Our capabilities extend to the supply of intricate, cored, and fully
machined cast components, with weights ranging from 4 to 125 kilograms.
Installed 3rd High Pressure Molding Line, RHINO, reaching to a total production
capacity of42,000 MT / Year Company is continuously working towards to objective growth in
domestic as well as international markets, Recently, company has participated in the Event
Named "Cast Forge" - International Foundry Trade Fair with Technical Forum from
4th to 6th June in Germany.
2. Change in the Nature of the Business:
During the period under review, the company has incorporated a change in Memorandum of
Association by addition of one more sub clause in Clause III (A) of its Main Object Clause
approved by members byway of special resolution on Friday, 23rd August, 2024 in the Annual
General Meeting.
3. Transfer to Reserves:
Your Board doesn't propose to transfer any amount togeneral reserve forthe
financialyear ended on March31,2025.
4. Dividend:
With a view to provide cushion for any financialcontingencies in the future and to
strengthen thefinancial position of the Company, your directors have decided not to
recommend any dividend for the periodunder review
5. Changes in Share Capital:
During the year under review, there was no change in the Authorized Share Capital and
the paid-up capital of the Company.
6. Subsidiary Companies/ Joint Ventures/Associate Companies
During theyear under review, there was no associate, Joint Venture and Subsidiary
Company.
7. Board of Directors
During the year under review, Mr. Ullal Ravindra Bhatt was re-appointed as Independent
Director of the Company w.e.f. 29.08.2024.
Further, in accordance with the provisions of section 149,152 and other applicable
provisions of the Companies Act, 2013, one third of Directors are liable to retire by
rotation, shall retire every year and, if eligible, offer them for reappointment at every
AGM. Consequently, Mr. Gajendra Kumar Tyagi (DIN: 00371981) Wholetime Director of the
Company will retire by rotation at the ensuing Annual General Meeting and, being eligible,
offer himself for reappointment.
The Board recommends the appointment for the consideration of Members of the Company at
the ensuing Annual General Meeting. Abrief resume of the Director proposed to be
re-appointed, is furnished in the notice of the AGM.
8. Number ofMeetings of the Board
During the year under review the Board met for 06 Board Meetings. The details of the
number of Meetings of the Board held during the financial year 2024-25 forms part of the
Corporate Governance Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
9. Key Managerial Personnel
During the period under review, following were the Key Managerial Personnel of the
Company:
| S.No. |
Name of Person |
Designation |
| 1. |
Mr. Vimal Chand Jain |
Chairman and Managing Director |
| 2. |
Mr.Vinitlain |
Chief Financial Officer |
| 3. |
Mrs. Ambika Sharma* |
Company Secretary & Compliance Officer |
*Mrs. Ambika Sharma resigned from the post of Company Secretary & Compliance
Officer w.e.f. 02.06.2025. At present followings are the Key Managerial Personnel of the
Company:
| S.No. |
Name of Person |
Designation |
| 1. |
Mr. Vimal Chand Iain |
Chairman and Managing Director |
| 2. |
Mr.VinitJain |
Chief Financial Officer |
10. Committees of the Board
Pursuant to requirement of the Companies Act, 2013, the Board has constituted the
following committees:
1. Audit Committee;
2. Nomination and Remuneration/Compensation Committee;
3. Shareholder's/Investor's Grievance Committee also known as Shareholder's
Relationship Committee
4. Corporate Social Responsibility Committee.
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
11. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration Compensation,
Corporate Social Responsibility and Shareholder's/Investor's Grievance Committees. The
manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report.
12. Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declarations that they meet the criteria of
independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and
Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
13. Nomination and Remuneration Policy:
The policy of the Company on Director's appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a Director
and other matters, as required under sub-section (3) of Section 178 of the Companies Act,
2013 adopted by the Board is available on the following weblink:
https://ufindia.com/codes-and-policies/.
14. Finance & Accounts
Your Company prepares its Financial Statements in compliance with the requirements of
the Companies Act, 2013 and Accounting Standards. The estimates and judgments relating to
the Financial Statements are made on a going concern basis, so as to reflect in a true and
fair manner. The form and substance of transactions reasonably present the Company's state
of affairs, profits and cash flows for theyear ended March 31,2025.
15. Awards and Recognitions
During the year under review, your company has been awarded:
I. Kaizen Award (Silver) in 17th CII National Competitiveness-fir Cluster Summit 2024
by CH-Centre of Excellence for Competitiveness for SMEs Confederation of Indian Industry
on Tuesday -Wednesday: 8-9 October, 2024, at Indian Habitat Centre, NewDelhi.
II. Regional Award for Outstanding Export Performance (EEPC INDIA-N.R) for the year
2019-20 fir 2020-21 on Mayl3, 2025.
16. Auditors
(a) Statutory Auditor and their report
The Statutory Auditors of the Company M/s. Goverdhan Agarwal Sr Co., Chartered
Accountants, (Firm Registration Number: 006519C) have audited the Financial Statements of
the Company. The Independent Auditors Report forms a part of this report and no adverse
remark/comment has been made in the said report by the Statutory Auditors. The report is
self-explanatory and do not call for any further comments.
The Statutory Auditors were appointed by the members of the Company to hold office for
a period of five years, from the conclusion of this Twelfth AGM till the conclusion of
Seventeenth AGM of the company at such remuneration as maybe mutually agreed between the
Board of Directors and the Auditors."
During the financial year 2024-25, no fraud was reported by the Statutory Auditor of
the Company in their Report.
(b) Secretarial Auditor and their report
In terms of Section 204 of Companies Act, 2013 and rules made there under, the Company
has appointed M/s Arms fir Associates LLP, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report submitted by
them in the prescribed form MR-3 is enclosed as ANNEXURE Tand forms part of this report.
No adverse comment has been made in the said report by the Practicing Company Secretary.
During the financial year 2024-25, no fraud was reported by the Secretarial Auditor of
the Company in their Report.
(c) Cost Auditorand their Report
The cost accounts and records as required to be maintained under Section 148(1) of
Companies Act,2013 are duly made and maintained byyour Company.
In accordance with the provisions of Section 148 of the Act and rules made there under,
the Board of directors of the Company has appointed M/s Girdhar Chaudhary fit Co., (FRN:
103888)Cost Accountants as the Cost Auditor of the Company for the financial year 2024-25.
The Company has received Cost Audit Report on the cost accounts of the Company for the
financial year ended on March 31,2025 and the same has been filed with Ministry of
Corporate Affairs (MCA).
The Board has re-appointed M/s. Girdhar Chaudhary Sc Co., Cost Accountants (FRN 103888)
as Cost auditor to conduct the audit of cost records ofyour Company for the financial year
2025-26.
The payment of remuneration to Cost Auditor requires the approval/ratification of the
members of the Company and necessary resolution in this regard has been included in the
notice of the ensuing Annual General Meeting of the Company.
During the financial year 2024-25, no fraud was reported by the Cost Auditor of the
Company in their audit Report.
17. Internal Audit and Controls
Your Company has appointed M/s Shah Patni fit Co. as its Internal Auditor. During the
year, the company continued to implement their suggestions and recommendations to improve
the control environment. Their scope of work includes review of processes for safeguarding
the assets of the company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas. Internal Auditors
findings are discussed with the process owners and suitable corrective actions taken as
per the directions of Audit Committee on an ongoing basis to improve efficiency in
operations.
During the financial year 2024-25, no fraud was reported by the InternalAuditor of the
Companyin their Report.
18. Vigil Mechanism/Whistle Blower Policy
In pursuant to the provisions of section 177(9) Sc (10) of the Companies Act, 2013, a
Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company
http://www.ufindia.com.
19. Annual Return
In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section
134(3) of the Companies Act, 2013 the copy of Annual Return under section 92(3) is hosted
on the Company's website viz. https://ufindia.com/annual-return/.
20. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report
On 24th July, 2025, the Company has started the commercial operation of its Solar Plant
3.60 MW AC (5 MWp DC) located at Bajju (Bikaner). With this expansion, the Company not
only expand the production capacity but also aim towards greener tomorrowboosting the
sustainability development.
21. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future.
There are no significant and material orders passed by the Regulators/courts that would
impact the going concern status of the Company and its future operations.
22. Penalty
During the year under review, Company has received emails from Bombay Stock exchange
regarding imposition of following fines:
| SI. No. Event of Non-Compliance |
Regulation |
Dated |
Fine Imposed (In Rs.) (IncLGST) |
| 1. Delay of one day in submission of Annual Secretarial
Compliance Report for the year ended on 31st March, 2024 |
Regulation 24A of SEBI LODR |
28.06.2024 |
2,360/- |
| 2. Delay in submission ofVoting Result of General Meeting |
Regulation 44(3) of SEBI LODR |
15.07.2024 |
11,800/- |
23. Acceptance of Deposits
The Company has not accepted deposit from the publicfalling within the ambit of Section
73 of the CompaniesAct, 2013 and The Companies (Acceptance of Deposits)Rules, 2014
24. Particulars of loans, guarantees or investments
Details of Loan, Guarantees and investments covered under the provisions of section 186
of the Companies Act, 2013 are given in the notes to Financial Statements, i) No loan was
given to any company
25. Details/Disclosures of Ratio of remuneration
The statement of disclosure of remuneration under Section 197 of the CompaniesAct, 2013
and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2004 is made thereunder 'ANNEXURE- 3'.
26. Particulars of contracts or arrangements with related parties
All transactions entered with the Related Parties during the financial year were in the
ordinary course of business and on arm's length basis and do not attract the provisions of
section 188 of the CompaniesAct, 2013 and rules made there under ANNEXURE-4.
Related party transactions have been disclosed under the Note no. 39 of significant
accounting policies and notes forming part of the financial statements in accordance with
"Accounting Standard 18". A statement in summary form of transactions with
related parties in the ordinary course of business and on arm's length basis is
periodically placed before the Audit committee for review and recommendation to the Board
for their approval. None of the transactions with related parties were in conflict with
the interest of the company. All the transactions are in the normal course of business and
have no potential conflict with the interest of the company at large and are carried out
on an arm's length basis or fair value.
27. Corporate Governance
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section on corporate governance
practices followed by the Company, together with a certificate from the Company's Auditors
confirming compliance forms an integral part of this report.
Company has submitted corporate governance report for every quarter within the
prescribed time.
28. Environment and Safety
The Company is conscious of the importance of environmentally clean and safe
operations. The Company Policy requires conduct of operations in such a manner, so as to
ensure of all concerned, compliances, environmental regulations and preservation of
natural resources.
29. The Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
Under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 said Act every company having 10 or more employees is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee.
The Company constituted the following Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 approved by the Board in their
meeting held on Thursday, February 06,2025:
| S.no Name of the employee |
Designation |
Phone number |
E-mail id |
Status in the Committee |
| 1 Mrs.AditiJain |
Independent Director |
9783307008 |
Aditi.j.neha@gmail.com |
Chairperson/Presiding Officer |
| 2 Dr. Ruchijain |
Social worker (external) |
9314140240 |
Drruchijainl7@gmail.co |
External member |
| 3 Mrs. Ambika Sharma |
CS |
7240401247 |
cs@ufindia.in |
Member |
| 4 Mr. Anirudh Tyagi |
Vice -president |
9414064131 |
atyagi@ufindia.in |
Member |
| 5 Mr. ShimbhuDayal |
Admin manager |
7014325520 |
Office_unit2@ufindia.in |
Member |
The Company has been employing women employees in various cadres within the factory
premises. Your Company has set up Internal Complaints Committee for implementation of said
policy. Complaints received, if any are regularly monitored by women line supervisors who
directly report to the Chairman & Managing Director.
The details of sexual harassment complaints are as under:
| SI. No. Particulars |
Number of Complaints |
| 1. Number of sexual harassment complaints received during the
year |
0 |
| 2. Number of sexual harassment complaints disposed of during
the year |
0 |
| 3. Number of complaints pending beyond 9 0 days as at the end
of the year |
0 |
During the financial year 2024-25 your company has not received any complaint of
harassment and hence no compliant is outstanding as on March 31,2025 for redressal.
30. Corporate Social Responsibility
A brief outline of the Corporate Social Responsibility (CSR) policy of the company and
the initiatives taken by the company are set out in Annexure 5 of this report in the
format prescribes in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding CSRCommittee, please refer to the Annexure 5, forming a part
of this annual report. Further, the CSRPolicy is also available onhttp://www.ufindia.com
31. Secretarial Standards
The Company complies with all the applicable mandatory secretarial standards issued by
the Institute of the Company Secretaries of India (ICSI).
32. Details in respect of frauds reported by the auditors under section 143(12) of
companies act, 2013
There are no frauds reported by the Auditor which are required to be disclosed under
Section 143(12) of Companies Act, 2013.
33. Director's Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that?€”
(i) that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures:
(ii) 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;
(iii) 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:
(iv) the directors had prepared the annual accounts on a going concern basis;
(v) the directors 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
(vi) 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.
34. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
35. Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under regulation 34(3) read
with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is presented in the separate section forming part of this Annual Report.
36. Statutory Information
As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, the information on conservation of energy, technology absorption
and foreign exchange earnings and outgo is annexed in ANNEXURE '2' an integral part of
this report.
In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 a statement showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules are provided hereunder.
Further, the disclosures pertaining to remuneration and other details as required under
section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in ANNEXURE
'3' an integral part of this report.
The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to
your company for the financial year 2024-25.
37. Cautionary Statement
Statement in the Management's Discussion and Analysis Report detailing the Company's
objectives, projections, estimates, expectations or predictions are "forward-looking
statements" within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied. Important factors that
could make a difference to the Company's operations include global and Indian
demand-supply conditions, finished goods prices, cyclical demand and pricing in the
Company's principal markets, changes in Government regulations, tax regimes, economic
developments in India and other factors such as litigation and labor negotiations.
38. The details in respect of adequacy of internal financial controls with reference to
the financial statements:
The Company has adequate internal financial controls beside timely statutory audit,
limited reviews and internal audits taking place periodically.
39. Statement for development and implementation of risk management policy u/s 134:
As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015 the top 1000 listed entities needs to adopt Risk
Management Policy. Therefore, the Company is not required to adopt Risk Management Policy
as company does not comes under Top 1000 listed companies
40. Statement on compliance with the Maternity Benefit Act, 1961
In accordance with sub-rule- (5)(xiii) of Rule- 8, the Board confirms that the Company
has complied with all applicable provisions of the Maternity Benefit Act, 1961, including
but not limited to:
| Grant of maternity leave and nursing breaks as prescribed; |
/ |
| Provision of maternity benefits (e.g., medical bonus, cash
allowances); |
/ |
| Protection of employment and benefits during maternity leave.
|
/ |
41. Appreciation and Acknowledgments:
Your directors place on records their deep appreciation to employees at all levels for
their hard work, dedication and commitment. The Board places on record its appreciation
for the support and co-operation your company has been receiving from its Suppliers,
Retailers, and Dealers & Distributors and other associated with the Company. The
Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks,
Government & Regulatory Authorities and Stock Exchange for their continued support.
42. Miscellaneous:
The shareholders are hereby informed that Mr. Kishan Lai Gupta, who is one of the
Promoter of the Company and his family members through their Companies [i.e. companies
having their control] has had filed many frivolous court cases against the company which
are ongoing before different Courts to the extent of approx. Rs 4.50 crores the details of
which are given hereunder:
?€? On 29th September 2023, the company received a Notice from the National
Company Law Tribunal (NCLT) regarding application filed by Precision Autocastings Private
Limited (Operational Creditor) under Section 9 of Insolvency and Bankruptcy Code, 2016 to
initiate Company Insolvency Resolution Process against Outstanding dues of supplies made
by Precision Autocastings Private Limited to Universal Autofoundry Limited, the Case is
still pending.
?€? On 12th October 2023, the company received a Notice from KVG High Tech Auto
Components Private Limited under provisions of section 18(1) of delayed payment to Micro
Small Enterprises of Micro Small and Medium Enterprises Development Act, 2006, regarding
non-payment for supplied goods to the Company as per work orderwithin 45 days, for which
the company replied on 8th November, 2023, that payment had been made and if there were
still difference
exists in the books then it was only against the purchase return and pricing difference
and debit notes were also issued for them.
?€? On 17th October, 2023, the Company received a Notice from M/s Unicast under
provisions of section 18(1) of delayed payment to Micro Small Enterprises of Micro Small
and Medium Enterprises Development Act, 2006, regarding nonpayment for supplied goods to
the Company as per work order within 45 days, for which the company replied on 8th
November, 2023, that payment had been made and if there were still difference exists in
the books then it was only against the purchase return and pricing difference and debit
notes were also issued for them.
?€? On 30th October, 2023, the company received a Notice from Jain Autocastings
Private Limited under provisions of section 18(1) of delayed payment to Micro Small
Enterprises of Micro Small and Medium Enterprises Development Act, 2006, regarding
non-payment for supplied goods to the Company as per work order within 45 days, for which
the company replied on 8th November, 2023, that payment had been made and if still
difference existing in the books then it was only against the purchase return and pricing
difference and debit notes were also issued for them.
?€? M/s Precision Autocasting Pvt. Ltd. has filed an Application under section
12A of the Commercial Courts Act, 2015 before Rajasthan High Court Mediation Centre,
Jaipur titled as Precision Autocasting Pvt Ltd vs Universal Autofoundry Ltd for recovery
of Rs. 9,74,244/- on the pretext that out of total 918 number of goods, 336 have not been
received back by the Applicant upon which the present dispute has been filed under the
Commercial Courts Act. Since before filing of any suit before Commercial Court, an
Application under section 12A has to be filed before Mediation Centre, therefore this
Application has been filed for recovery of Rs. 9,74,244/-.
Further it is informed that the time period of transactions in all the above cases
falls between June 2022 to June 2023 and in matter of case filed by Precision Autocastings
Private Limited the period of transactions is from June 2022 to September 2023. The point
to be taken note of is that Mr. Kishan Lai Gupta was the Chairman of Universal Autofoundry
Limited till December 23,2022 and was awhole-time director of the company till June
08,2023.
For & on behalf of the Board
Sd/-
Vimal Chand Jain Chairman and Managing Director DIN: 00295667
Jaipur, 06th August, 2025
|