List Of Directors of the U.P. Electronics Corporation Limited (UPLC)
A STAEMENT OF BOARDS, COUNSELS, COMMITTEES AND OTHER BODIES CONSISTING OF TWO OR MORE PERSONS CONSTITUTED AS ITS PART OF FOR THE PURPOSE OF ITS ADVICE, AND AS TO WHETHER MEETINGS OF THOSE BOARDS, COUNSELS, COMMITTEES AND OTHER BODIES ARE OPEN TO THE PUBLIC OR THE MINUTES OF SUCH MEETINGS ARE ACCESSIBLE FOR PUBLIC.
- List of Board of Directors
- List of Shareholders
- List of Directors’ Audit Committee
The Minutes of Annual General Meeting are opened to public at large on payment of fees prescribed under the Companies Act, 1956. The Minutes of other bodies are open to public.
Composition of Board of Directors: (as on 28 February 2022.)
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Sl.No.
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NAME & Date of Appointment
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OFFICE ADDRESS
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RESIDENTIAL ADDRESS
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1.
|
Sri Arvind Kumar, IAS, Chairman,
DIN:01634887
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Additional Chief Secretary, I.T. and Electronics Department, Government of U P, Room No 231, Bapu Bhawan, Sachivalaya, Lucknow.
Ph. No. 2238392 , 2214702
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-
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2.
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Sri Kumar Vineet, IAS, IAS,
Managing Director,
DIN:- 09096980
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Managing Director, U.P. Electronics Corporation Limited, 1001, Butlar palace, dalibagh lucknow
Ph. no. 0522-2286808
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201,Butler Palace, dalibagh, lucknow
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|
3.
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Sri Rajeev Kumar Srivastava,
Director , UPLC
DIN :05146652
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Joint Director, Bureau of Public Enterprises, UP, Jawahar Bhawan
Lucknow
Ph. No:2288901
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10/4, Dali Bagh, Opposite Ganna Sansthan, Lucknow
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4.
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Managing Director,
UPDESCO.
Lucknow
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Managing Director
UPDESCO, Uptron Bhawan, Lucknow
Ph. No. 0522-2307803
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-
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5.
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Additional Director, Treasury and Pension, UP, Lucknow
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Additional Director, Treasury & Pension, UP, Indiranagar, Lucknow
0522-4049916
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- |
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6.
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Shri Ashwani Kumar,
Director, UPLC.
DIN-08177296
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Professor, IIM, Lucknow
Mob. No. 9839092123
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-
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7 |
Shri Aniruddha Pratap Singh, Director, UPLC DIN -08362925 |
Joint Director, Deptt. of Planning, Youth Bhawan, Lucknow Mob No. 9454468898 |
C- 22900, Indira Nagra, Lucknow - 226016 UP |
|
8 |
Dr. Arunabh Chatterji, Director UPLC
DIN-08894689 |
Professor, Deptt. of Commerce, University of Lucknow, Lucknow Mob No. 9415408105 |
MS-1/12, Sitapur road yojna, Sector -A, Aliganj, Lucknow 226024 |
Details of Board Meetings attended by the Directors during the period from 1 April 2016 to 31 March 2017:
| Sl.No. |
Name of Director |
Designation |
No. of Board Meetings held during Directors Tenure during the period from 1 APR 2011 to 31 MAR 2012 |
No. of Board Meetings attended by the Directors during the period from 1 APR 2011 to 31 MAR 20 12 |
| 1 |
2 |
3 |
4 |
5 |
| 1 |
Sri Rajendra Kumar Tiwari, IAS |
Chairman
Cum-MD
|
1 |
1 |
| 2 |
Sri Sanjiv Saran, IAS |
Chairman |
3 |
3 |
| 3 |
Sri Bhupendra S. Chaudhary, IAS |
Chairman |
1 |
1 |
| 4 |
Sri Ajay Deep Singh, IAS
|
Chairman |
1 |
1 |
| 5 |
Sri Surendra Vikram, IAS |
Managing Director |
2 |
2 |
| 6 |
Prof. Bharat Bhasker, IIM, Lucknow |
Director |
4 |
1 |
| 7 |
Sri Rajeev Kumar Srivastava, Joint Director, Bureau of Public Enterprises,UP |
Director |
4 |
3 |
| 8 |
Sri N C Tripathi, Special Secretary, Planning Deptt |
Director |
3 |
1 |
| 9 |
Dr V K Singh, Professor, IET, Lucknow |
Director |
4 |
0 |
| 10 |
Sri G N Pandey |
Director |
4 |
3 |
| 11 |
Sri V K L Srivastava |
Director |
2 |
2 |
| 12 |
Ms Nidhi Kesarwani, IAS |
Director |
1 |
1 |
LIST OF SHAREHOLDERS OF U P ELECTRONICS CORPORATION LIMITED: (As on 01.03.2022)
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S.No
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Name &Address of he Member
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No. of shares of Rs100/- each fully paid up held
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|
1
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His Excellency the Governor of Uttar Pradesh, Raj Bhawan, Lucknow, represented by Shri Barati Lal, Joint Secretary, Department of IT & Electronics, Sachivalya Bhawan, Lok Bhawan, Lucknow*
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87,65,969
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2
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Sri Arvind Kumar, IAS, Chairman & Member, U.P.Electronics Corporation Ltd & Additional Chief Secretary to UP Government, Room no. 108, Ist Floor, Lok Bhawan, Secretariat, Lucknow-226 001****
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2
|
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3
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Sri Kumar Vineet, IAS, Managing Director, U.P. Electronics Corporation Limited, 10, Ashok Marg, Lucknow**
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2
|
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4
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Shri Kumar Vineet, IAS, Special Secretary to UP Government, Department of IT & Electronics, Room No. 406, Bapu Bhawan, Lucknow***
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2
|
|
5
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Additional Director, Treasury and Pension, UP, Lucknow***** (Shri Indrajit Vishwakarma)
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1
|
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6
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Shri Aniruddha Pratap Singh, Joint Director, Department of Planning, Yojna Bhawan, Lucknow
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1
|
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7
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Shri Barati Lal, Joint Secretary, Department of I T & Electronics, Lok Bhawan, Secretariat, Lucknow*
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1
|
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8
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Shri Rahul Purwar, Sr. Manager (Software) & Member, U.P. Electronics Corporation Ltd, 10, Ashok Marg, Lucknow******
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1
|
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9
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Sri Anupam Shukla, Deputy Manager (Hardware) & Member, U.P. Electronics Corporation Ltd, 10, Ashok Marg, Lucknow******
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1
|
|
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Total
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87,65,980
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DETAILS OF DIRECTORS’ AUDIT COMMITTEE
The Board at their meeting held on 22.9.2011 constituted the Directors Audit Committee consisting of the following officers and the terms of reference pursuant to the provisions of Section 292 of the Companies Act, 1956:-
| 1 |
Managing Director, UPLC (ex-officio) |
Chairman |
| 2 |
Prof. Ashwani Kumar, IIM, Lucknow & Director,UPLC |
Member |
| 3 |
Prof. V.K. Singh, IET, Lucknow & Independent Director |
Member |
| 4 |
DDirector, Representing Bureau of Public Entreprises, UP |
Member |
| 5 |
Representative of Deptt of Finance, U P Govt. |
Member |
Directors' Report
2017
To,
The Members,
U. P. Electronics Corporation Limited.
Your Directors have pleasure in submitting their 42nd Annual Report of the Corporation together with the Audited Statements of Accounts for the year ended on 31st March, 2017.
1. FINANCIAL RESULTS
The Corporation’s financial performance for the year under review along with previous year’s figures is given hereunder:-
RESULTS:
₹(in Lakhs)
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Particulars
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As on 31.3.2017
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As on 31.3.2016
|
|
Paid up Share Capital
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8765.98
|
8765.98
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|
Share capital Pending Allotment
|
388.26
|
388.26
|
|
Investments
(a) Subsidiary Companies,
(b) in other Companies
(c) Promotional Schemes
|
6725.19
228.68
1259.45
|
6730.34
228.68
1259.45
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|
Sales Turnover & Other income
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8164.37
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3234.70
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Operating Profit/ (Loss) before depreciation
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185.26
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203.12
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Less:
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|
|
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Depreciation
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9.60
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10.23
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Provision for Tax
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86.19
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65.00
|
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Amount Available for appropriation
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89.47
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127.89
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Profit /(Loss) Transferred to Balance Sheet
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89.47
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127.89
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Proposed Dividend on Equity Shares
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9.64
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9.64
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Corporate Tax on dividend
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1.96
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1.96
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Accumulated Balance of Profit & Loss Account
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617.62
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539.75
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2. A major portion of the share capital in earlier years has been invested in wholly owned Subsidiary Companies, Joint Sector Companies and Assisted Sector Companies promoted by the Corporation and also in various Promotional Schemes managed by the Corporation, against which no return is being received since several years.
3. Dividend
Corporation has earned net profit of Rs.89.47 Lakhs after provisions of depreciation and Income Tax for the year under report, dividend @ 0.11 percent of the paid up capital has been recommended for payment.
4. Business Activities:
(i) Your Corporation is a Nodal Agency nominated by the Government of U. P. for promotion and development of Information Technology and Electronics related projects. It is also engaged in the trading activities of Computer Hardware, Application Software, Imparting Computer Training, e-tendering and to provide support in the area of I.T. Solutions etc. in the State of Uttar Pradesh.
(ii) Your Corporation has been nominated as Nodal Agency for implementation of e-tendering system in all the Departments of the State Government. For implementation of e-tendering system, Digital Signatures are also provided to the departmental officials as well as bidders/ contractors. Departmental officials and bidders are also imparted e-tendering training to use the Software for uploading the tender as well as processing of the related activities.
(iii) Your Corporation has also been nominated as Nodal Agency for implementation of “UP Information Technology & Start-up Policy-2017”.
(iv) Your Corporation has been nominated to implement the ‘Uttar Pradesh Electronics Manufacturing Policy-2017’, introduced by the State Government for manufacturing of electronics products and to attract the manufacturers to make investments by setting up electronic industries in the State. At present, development of 02 Electronics Manufacturing Clusters (EMCs) are under process at Plot no. 6A and 3A in Sector-24 at Yamuna Express Way in the State of Uttar Pradesh.
(v) Your Corporation has also been nominated as Nodal Agency for implementation of e-Office system in the Departments of State Government.
(vi) Your Corporation has been nominated as a Nodal Agency for setting up of IT City at Lucknow and for setting up of IT Parks at Agra, Meerut, Kanpur, Gorakhpur and Varanasi. Your Corporation is also assigned the responsibility for developing the IT Hub in Lucknow.
5 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as dividend declared for the last year 2015-16 has already been paid to the Government of U.P., shareholder of the Company.
6 MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year, to which this financial statement relates on the date of this report.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Corporation is not engaged in any type of manufacturing activities, therefore, the information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is NIL.
8. SUBSIDIARY COMPANIES
. The Corporation has set up the following subsidiary companies, joint sector & assisted sector companies, in which, Corporation’s investment are involved in the form of Shares as indicated hereunder:-
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Name of the Company
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Present Activities as per Annual Report of 2016-17
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Corpora- tion’s Investment
|
Sales Turn-over and other Income
|
Accumulated,
profit/ (loss) as on 31.3.2017
|
Net Profit /Remark
|
|
1
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2
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3
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4
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5
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6
|
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Uptron Power-
tronics Ltd. (Subsi-
diary Com-
pany)
|
As per their annual report during the period under report, Company is engaged in trading business through selling computer hardware and its peripherals, software products to various Govt. departments and also imparting computer training to U. P. Govt employees. Company could not undertake manufacturing activities. The matter of company was pending before BIFR since 2000, however, since the SICA Act has been repealed in 2016 hence presently no case before BIFR is pending.
Also engaged in servicing work (AMC/ARC) of Power Plants to various SSA under BSNL.
|
₹
259.51 Lakhs in equity Shares
|
₹3034.79 Lakhs
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₹(124.15) Lakhs
|
Net profit of
₹145.77 Lakhs
|
|
Shree-
tron India Ltd.
(Subsi-
diary Com-
pany)
|
As per their Annual Report, during the period under report, due to stoppage of huge payment by single valued customer i.e. BSNL, Company could not undertake manufacturing activities. However, Company has ventured into trading business through selling Computer Hardware and its peripherals, software products to various Govt Departments and also imparting Computer Training to UP Govt. employees. It has established IT Upvan at Sahibabad, Ghaziabad as a Govt. Scheme.
Since the infrastructure is available at the Factory, Company is making its best efforts to use the infrastructure for manufacturing, assembling and selling UPS and Solar Power System, established IT Park, IT Data Centre, IT Computer Training Centre at the factory premises, to increase its turnover further.
The Company has paid one time dividend on the cumulative redeemable Preference Shares (10 lacs) in three Instalments of Rs.17,96,283/- each.
|
₹610.24 Lakhs in Equity Shares,![Rupee-Symbol-Font-150x150[1]](file:///C:/Users/V/AppData/Local/Temp/msohtmlclip1/01/clip_image002.gif) 10 lakhs in Cumulative Reedem-able Preference Shares
The Company has paid one time dividend on the cumulative redeemable Preference Shares (10 lacs) in three Instalments of Rs17,96,283 each.
|
₹3845.59 Lakhs
|
₹296.90 Lakhs
|
₹ 75.70
Lakhs Net profit
|
|
Uptron India Ltd (UIL)
(in liquidation)
(Subsi-
diary Company)
|
This Company was declared as a Sick Industrial Company by BIFR vide Order dated 19.08.1994. Vide order dated 31.8.2010, BIFR recommended winding-up of UIL. Against the orders of BIFR, appeal no. 35/2011 was filed by UIL, which was admitted by AAIFR. However, the same was dismissed by AAIFR vide order dt. 5.12.2013. Taking cognizance of AAIFR order, Hon’ble Allahabad High Court in Company Petition No. 137/1998, has passed final order for winding up of UIL dated 13.1.2016 and appointed the Official Liquidator (OL), who has taken over the properties/ assets of UIL and sealed the Head Office of UIL and in process of liquidation of the properties etc. in Company Petition no. 137/1998 pending before Hon'ble Allahabad High Court.
In the year 2012-13, M/s IFCI (secured creditor of UIL) had initiated the auction proceedings of the property of UIL situated at Gomtinagar, Lucknow under Securitization Act, 2002 on account of non-payment of its term loan. It was auctioned in favour of Shalimar Corporation Ltd. However, vide order dated 29.4.2020, Hon’ble High Court, Lucknow has quashed the auction proceedings in Misc Bench no. 4517/2013 (IFCI Vs Lucknow Municipal Corporation) in favour of Lucknow Nagar Nigam, Lucknow.
|
₹5730 Lakhs in Equity Shares
|
Not Available
|
Not Available
|
Balance Sheet up to 1995-96 prepared and audited. Liquidation proceedings are going on before the Hon'ble Allahabad High Court in Company Petition no. 137/1998.
|
|
Uplease Financial Services
Limited (Subsi-diary Com-
pany)
|
Your Corporation holds
100 Lakhs equity in the paid up capital in this Company. The main business of this Company was leasing /hire purchase of consumer durables, equipment financing and mobilising Public Deposits. Due to financial losses, the business activities of this Company were stopped since 2002-03. Employees of this Company have also gone on deputation/ body shopping/ contract in other Government Departments. Due to default in repayment of Public Deposits to its depositors, fixed and movable assets of the Company have been auctioned by District Administration in compliance of orders passed by the State Consumer Commission, Lucknow. Its Board is defunct and no office exists at the present.
Name of this company has been struck off by the MCA, Govt of India.
|
₹100 lakhs in Equity Shares
|
Not Available
|
Not Available
|
Balance Sheet upto 1997-98 prepared.
|
|
Uptec
Com-
puter
Consul-
tancy Ltd
|
This Company was set up in Assisted Sector for Computer education, development of Computer software and trading of Computer Hardware. At present, Rs. 0.60 Lakhs has been invested in this Company in the form of equity shares, Rs 5 lakhs in 15% Preference Shares and Rs 4.00 lakhs at 20% p.a. interest in High tech. fund. This Company is in profit and paying dividend. Corporation has received dividend of Rs. 75,000/- on investment in Preference Shares during the period of 2015-2016.
|
₹0.60 Lakhs equity Shares,
₹5 Lakhs in Cumulative Reedemable Preference Shares,
₹ 4 Lakhs in Hi-tech funds at 20% p.a. Interest.
|
2397.37 Lakhs
|
960.85 Lakhs
|
(Rs 185.31)
|
|
General Electric Power India Ltd (old name Alstom India Ltd)
|
This Company, in the Assisted Sector of your Corporation, was set up in the name & style of ‘CEGLEC’ INDIA LIMITED for manufacture of Energy conservation and optimization equipment at Noida with Corporation’s equity of Rs 10 Lakhs. Subsequently two of Alcatel Alstom Companies-M/s CEGELEC s.a. and GEC Alstom merged their world wide operations to form a new Company ALSTOM systems Ltd. Later on, account of re arrangement of amalgamation of Alstom Group of Companies, the name was changed to Alstom Project India Limited. This Company has gone into diversification recently and renamed the Company from Alstom Project India Ltd. to ALSTOM INDIA LTD with effect from 06 June 2012.
On 4 Nov 2014, the Board of Directors of Alstom approved the signing of an agreement with General Electric Power and Grid Sector. The Company has entered in to Rail and Nuclear Sector this Company is going well and is in profit.
|
₹9.18 Lakhs in Equity Shares
|
6295.80 Million
|
44003.00Million
|
Balance sheet as at 31 Mar 2017 has been received.
|
|
BPL Display Devices Ltd.
|
This Company was set up at Sahibabad for manufacture of Colour Picture Tubes in collaboration with Toshiba & Mitsubishi Corporation of Japan. In rehabilitation process this company had been taken over by BPL Ltd in 1996. Now, the BIFR has recommended the winding up of the Company and Hon’ble Allahabad High Court has also accepted the recommendation of BIFR for winding up. UPLC has filed Company application No. 17/2009 under section 542, 543 & 544 of the Companies Act, 1956 for the irregularities/ acts of misfeasance of the Directors/ Ex-Directors of BPL/ BPLDDL and other officials, pending before Hon’ble Allahabad High Court.
For recovery of value of equity shares, UPLC issued recovery certificate and initiated recovery proceedings against BPL Ltd, which were quashed by the Hon'ble High Court of Kerala. Presently, the matter of recovery is pending before Hon'ble Supreme Court in SLP Civil Diary no. 32609/2019, in which, notice has been issued to M/s BPL Limited.
|
₹170.00 Lakhs Equity Shares
|
-
|
-
|
Company is under Liquidation before Hon'ble Allahabad High Court in Company Application no. 1/2008.
|
|
Linaks Micro Electronics Ltd.
|
This Company was set up for manufacture of Double Sided Printer Circuit Boards and Multi layer Printed Circuits Boards. The Corporation has invested Rs 28.90 lakhs as equity through 1.70 lakhs equity shares of face value of Rs 10/- at a premium of Rs 7/- per share. This Company is also registered as Sick Company with BIFR. BIFR appoved the rehabilitation plan envisaging relief and concession etc. with the consent of its shareholders, Linaks has implemented the sub-division of equity shares of Rs 10/- to 4 shares of Rs 1/-. Accoardingly, in lieu of old share certificates, Linaks has issued 6,80,000 new equity shares of face value of Rs 1/- each vide certificate no. 00000033 dated 26.12.2013. Company is on the path of revival as per the rehabilitation plan.
|
₹28.66 Lakhs in Equity Shares
|
(22259.12)
Lakhs
|
646.03 Lakhs
|
Balance Sheet as at 31 MAR 2017 received.
|
Note:- The Companies mentioned above have been promoted by the U P Electronics Corportion Ltd in view of its promotional role. Out of these Companies, only the Company mentioned at Sl. No. 5 (Uptec Computer Consultancy Ltd) has paid dividend amounting to Rs.75,000/- for the Financial year 2016-17.
9. WEB SITE
In compliance of introduction of the Right to Information Act, 2005, your Corporation is maintaining a Web Site "www.uplclko.in" in which the required information have been incorporated.
10. CORPORATE GOVERNANCE
The Company has built a long term value with full emphasis on Corporate Governance. In achieving this objective, your Corporation always endeavored to operate as a responsible and law abiding corporate entity. Company's philosophy on corporate governance is aimed at achieving the goals through the efficient conduct of its business and meeting their obligation in a manner guided by transparency, accountability and integrity. Adequate financial reporting and disclosures are corner stones of good corporate governance, it has always believed that the Board following international practices and transparent disclosures are necessary.
11. DIRECTORS
Your Corporation has non-Executive Chairman, being the Additional Chief Secretary/ Principal Secretary/ Secretary to Government of Uttar Pradesh, Department of Information Technology and Electronics, who is heading the Board of Directors. According to the provisions of Articles of Association and G.O. dated 15.9.1997, State Government has right to nominate all the Directors of the Corporation, therefore, all the Directors on the Board have been nominated by the Government of Uttar Pradesh from time to time.
12. Sri Sanjiv Saran, IAS, Additional Chief Secretary, Department of IT and Electronics was transferred to other department of State Govt and in his place Shri Alok Sinha, IAS had taken over the charge of Additional Chief Secretary, Department of IT & Electronics and Chairman, UPLC on 4 July 2018. Shri Alok Sinha has also been transferred and in his place Shri Alok Kumar, IAS has taken over the charge of Principal Secretary, Department of IT and Electronics on 18.2.2020, accordingly, under the provisions of Articles of Association of the Corporation, he is Director and Chairman of the Corporation.
As regards the charge of Managing Director, UPLC, State Government assigned the charge to the IAS officers from time to time as per the following details:
|
Sl No.
|
Name of the Officers who were assigned the charge of M.D., UPLC by the State Govt.
|
Duration of the period as MD, UPLC
|
|
1
|
Shri Bhupendra S. Chaudhary, IAS
|
3.8.2015 to 14.9.2016
|
|
2
|
Shri Ajay Deep Singh, IAS
|
19.9.2016 to 30.11.2016
|
|
3
|
Shri Surendra Vikram, IAS
|
27.12.2016 to 22.5.2017
|
|
4
|
Shri P C Srivastava, IAS
|
22.6.2017 to 11.8.2017
|
|
5
|
Shri G S Naveen Kumar, IAS
|
14.8.2017 to 10.11.2017
|
|
6
|
Dr Akhilesh Kumar Mishra, IAS
|
10.11.2017 to 19.3.2018
|
|
7
|
Shri Abhay Singh, IAS
|
20.3.2018 (AN) to 28.8.2018
|
|
8
|
Shri Kumar Prashant, IAS
|
28.8.2018 to 14.10.2019
|
|
9
|
Shri Rishirendra Kumar, IAS
|
24.10.2019 continuing
|
13.THE COMPOSITION OF THE BOARD OF DIRECTORS AS ON 31 MAR 2016 AND DETAILS OF THE BOARD MEETINGS ATTENDED BY DIRECTORS DURING THE PERIOD FROM 1 APRIL 2016 TO 31 MARCH 2017
|
Sl.
N.
|
Name of the Director
|
Designation
|
No. of Board Meetings held during the Directors’ Tenure during the period from 1 APR 2016 to 31 MAR 2017
|
No. of Board Meetings attended by the Directors during the period from 1 APR 2016 to 31 MAR 2017
|
|
|
|
|
1
|
2
|
3
|
4
|
5
|
|
|
1.
|
Sri Rajendra Kumar Tiwari, IAS
|
Chairman
|
1
|
1
|
|
|
2
|
Sri Sanjiv Saran, IAS
|
Chairman
|
3
|
3
|
|
|
3
|
Sri Bhupendra S. Chaudhary, IAS
|
Managing Director
|
1
|
1
|
|
|
4
|
Sri Ajay Deep Singh, IAS
|
Managing Director
|
1
|
1
|
|
|
5
|
Sri Surendra Vikram, IAS
|
Managing Director
|
2
|
2
|
|
|
6.
|
Prof. Bharat Bhasker, IIM, Lucknow
|
Independent
Director
|
4
|
1
|
|
|
7
|
Sri Rajeev Kumar Srivastava, Joint Director, Bureau of Public Enterprises,UP
|
Director
|
4
|
3
|
|
|
8
|
Sri N C Tripathi, Special Secretary, Planning Deptt
|
Director
|
3
|
1
|
|
|
9
|
Dr V K Singh, Professor, IET, Lucknow
|
Independent Director
|
4
|
0
|
|
14. AUDIT COMMITTEE :
The Board, at their meeting held on 2.5.2019, re-constituted the Directors’ Audit Committee consisting of the following Directors, in pursuance of the provisions contained in Section-177 of the Companies Act, 2013:-
|
1.
|
Managing Director, UPLC, (ex-officio)
|
Chairman
|
|
2.
|
Prof. Ashwani Kumar, IIM, Lucknow & Director,UPLC
|
Member
|
|
3
|
Prof. V.K. Singh, IET, Lucknow & Independent Director
|
Member
|
|
4.
|
Director, Representing Bureau of Public Entreprises, UP
|
Member
|
|
5
|
Representative of Deptt of Finance, U P Govt.
|
Member
|
15. AUDITORS
STATUTORY AUDITORS
The Comptroller and Auditor General of India, vide letter dated 2.8.2016, has appointed M/s P.C.S. Associates, Chartered Accountants, Lucknow, as Statutory Auditors of the Corporation for the year 2016-17, which has been noticed by the Board in its 191st Meeting, held on 27.9.2016 and the same has to be confirmed by the AGM. The reply of the Corporation on the qualifications/observations made by the auditors in their report is attached.
i) REPORT OF COMPTROLLER AND AUDITOR GENERAL OF INDIA
The supplementary audit of the Corporation, being a Government Company, has been conducted by the office of C&AG. The reply, in response to the comments made by the Auditors in their report, is attached.
ii) SECRETARIAL AUDITORS
As a good Corporate Governance practice and under the provisions of Section-204 of the Companies Act, 2013, your corporation introduced Secretarial Audit, voluntarily, to assure the management to comply with the statutory provisions and ensure compliances. The main objective of secretarial audit is to check, focus and advice on the governance status and practice in the company. The secretarial Audit is always in the better interest of every corporate management as an independent professional will certify that the company carried out the compliances under the provisions of different Acts, applicable to the Company. This will also serve the larger interest of the shareholders, creditors and employees.
Secretarial Audit for the Year 2016-17 was conducted by M/s Saurabh Srivastava & Associates, Practicing Company Secretary, Lucknow. The reply in response to the comments made by the Secretarial Auditor is attached.
16. CONSOLIDATED FINANCIAL STATEMENTS (CFS):
This year , the corporation is presenting its consolidated financial statements along with its standalone financial statements. Consolidated financial statements(CFS) have been prepared on the basis of financial information of its subsidiary companies i.e. Uptron Powertronics Limited and Shreetron India Limited.
Consolidated Financial Statements have been prepared as per Accounting Standard 23-"Accounting for Associates in Consolidated Financial Statements".
In a consolidated financial statement, investments in such subsidiaries have been accounted for as per AS 13 – Accounting for Investments. Reasons for which a subsidiary is not included in the consolidation has been disclosed in such consolidated financial statements.
While preparing CFS, the financial statements of UPLC and its subsidiaries have been combined line by line by totaling together similar items such as assets, liabilities, income, and expenses.
Statutory Audit of the subsidiary companies has been done by the Statutory Auditor and Supplementary audit have been done by the Comptroller & Auditor General of India
17. DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—
· In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;
· 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;
· The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
· The Directors had prepared the annual accounts on a going concern basis;
· The Directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. DECLARATION OF INDEPENDENT DIRECTORS
As per provisions contained in the Articles of Association, Government of Uttar Pradesh has the right to nominate and appoint all the Directors on the Board of the Corporation. Presently, 02 Directors nominated by the State Government (from Indian Institute of Management, Lucknow and Institute of Engineering and Technology, Lucknow) belong to the category of Independent Directors. However, State Government has been requested to declare and nominate these 02 Directors as Independent Directors so that their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013, to quality themselves to be appointed as Independent Directors under the provisions of Companies Act, 2013 and the relevant Rules.
19. PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 1956, READ WITH RULE 5(2) & Rule 5(3) OF THE COMPANIES (Appointment and Remuneration of Managerial Personnel) RULES, 2014.
The information required under Section 197(12) of the Companies Act, 2013 pertaining to managerial remuneration is not applicable as the Company is not a listed company.
20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The management of the Company has not framed any risk management policy for the Company including identification of the elements of risk. Further there is no material risk which in the opinion of the Board might threaten the existence of the company.
21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility (CSR).
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The company has received an amount of Rs 42.75 Crores as interest free loan during the earlier years 2000-04 from the Government of Uttar Pradesh to release the amount to its subsidiary company-Uptron India Ltd for payment of VRS benefits to its employees. Against the aforesaid amount, during the years 2000-16, the company has released payment of VRS benefits in respect of Uptron employees as per requirement of Uptron India Ltd and remaining amount has been returned to the State Government. For the aforesaid loan, no guarantee has been provided by the Company. During the year, no investment has been made by the Company.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.
24. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
Being a Government Company, all the rights to appoint the Directors on the Board of Directors of the Company are vested in the Governor, UP. Details of appointment of Directors/ Managing Director during the period under scrutiny, are provided in para-12.
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company.
No remuneration has been paid by the company to its Directors , so company has not formulated any policy relating to appointment of Directors, payment of remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
25. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year. under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
26. ANNUAL RETURN
The extracts of Annual Return in Form MGT-9, pursuant to the provisions of Section-92 read with Rule-12 of the Companies (Management and Administration) Rules, 2014 is furnished and is annexed.
27. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
The company has Anti-Sexual Policy in line with the requirements of the Sexual Harassment of Women at Work Place (Prevention, Prohibition And Redressal) Act, 2013.
The company has not received any complaint of sexual harassment during the financial year 2016-17.
28. NOTIFICATIONS ISSUED BY MCA, GOVT OF INDIA FOR GOVERNMENT COMPANIES:
Exemptions issued by the Ministry of Corporate Affairs, Govt of India, from time to time, in respect of Government Companies, are availed by this Company, being a Government Company. It is further disclosed that being the PSU of the State of U.P., Government Orders issued by the Government of U.P. from time to time, in respect of PSUs/Corporations are followed by this Company.
29. ANNUAL EVALUATION OF THE BOARD
Vide Notification G.S.R. 463(E) dated 5th June 2015, issued by the Ministry of Corporate Affairs, Government of India, clause (p) of sub-section (3) of section 134 shall not apply in case of Government Company. Being a Government Company, the clause is not applicable to this Company
30. APPRECIATION
The Board places on record their appreciation of the guidance and co-operation received from the various Departments of the Government of Uttar Pradesh and the
Government of India, particularly the Department of Information Technology & Electronics. The Board is also thankful to the employees of the Corporation at all levels for the cordial relations.
For & on behalf of the Board of Directors
U.P. Electronics Corporation Ltd
(Neha Prakash) (Rishirendra Kumar)
Director Managing Director
Place: Lucknow DIN-08649943 DIN-08439217
Date: 30 June, 2020