U.P.Electronics Corporation Limited

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 31 July 2017.)

Sl.No.	NAME & Date of Appointment	OFFICE ADDRESS	RESIDENTIAL ADDRESS
1.	Sri Sanjiv Saran, IAS, Chairman, DIN-01457524	Principal Secretary, I.T. and Electronics Department, Government of U P, Room No 601, Bapu Bhawan, Sachivalaya, Lucknow. Ph. No. 2238669	House no. 1, Sector-14A, Gautam Budh Nagar (UP) PIN-201 301
2.	Shri G S Naveen Kumar, IAS Managing Director, DIN:	U.P.Electronics Corporation Ltd, 10, Ashok Marg,Lucknow Ph. No 2286808	-
3.	Prof. Bharat Bhaskar Director, UPLC DIN:01532909 (Proposed to be Independent Director	Indian Institute of Management (IIM), Prabandh Nagar, Sitapur Road, Lucknow. Ph.No.2734120	514, Indian Institute of Management (IIM), Prabandh Nagar, Off Sitapur Road, Lucknow.
4.	Dr. V K Singh Director, UPLC DIN:03173359 (Proposed to be Independent Director)	Institute of Engineering & Technology, Sitapur Road, Lucknow Mob.9415111799	Type IV, B27, IETE Campus Sitapur Road, Lucknow
5.	Sri Rajeev Kumar Srivastava Director , UPLC DIN:05146652	Joint Director, Bureau of Public Enterprises, UP, Jawahar Bhawan Lucknow Ph. No:2288901	10/4, Dali Bagh, Opposite Ganna Sansthan, Lucknow
6.	Sri Naveen Chandra Tripathi, Director, UPLC DIN: 07011839	Special Secretary, Planning Department, IInd Floor, Yojna Bhawan, Lucknow, 226001 Ph. No. 2238958	B-3, Secretariat Colony, Mahanagar, Lucknow.
7.	Shri Avinash Chandra Dwivedi,	Joint Secretary, Finance, U P Govt.	Note: As per information, he has been transferred to Labour Deptt hence Govt has to nominate replacement.

Details of Board Meetings attended by the Directors during the period from 1 April 2011 to 31 March 2012:

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 Chandra Prakash, IAS	Chairman Cum-MD	1	1
2	Sri V.N.Garg, IAS	Chairman	1	1
3	Sri Biresh Kumar, IAS	Chairman	1	1
4	Sri Jiwesh Nandan, IAS	Chairman	1	1
5	Sri Prabhat Mittal, IAS	Managing Director	4	4
6	Sri SC Gupta, IAS	Director	4	4
7	Dr. VK singh, Prof. IET	Director	4	2
8	Prof. Bharat Bhasker, IIM	Director	4	1
9	Sri Rajeev Kumar srivastava	Director	4	3
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 01.01.2017.)

S.No	Name & Address of the Member	No. of shares of Rs100/- each fully paid up held
1	His Excellency the Governor of Uttar Pradesh, Raj Bhawan, Lucknow, represented by Mahendra Prasad Bharti Under Secretary IT & Electronics Deptt. Sachivalya Bhawan, Annexe, Lucknow	87,65,969
2	Sri Sanjiv Saran, IAS, Chairman & Member, U.P.Electronics Corporation Limited & Principal Secretary to UP Government, Secretariat, Room no. 601, Bapu Bhawan, Secretariat Bhawan, Lucknow-226 001	2
3	Sri Surendra Vikram, IAS, Managing Director, U.P. Electronics Corporation Limited, 10, Ashok Marg, Lucknow	2
4	Sri G.S. Naveen Kumar, IAS, Member, UPLC and Special Secretary to UP Government, Department of IT & Electronics, 4th Floor, Bapu Bhawan, Lucknow.	2
5	Sri Rajeev Srivastav, Special Secretary, Finance Department , Adhikari Bhawan, Secretariat, Lucknow.	1
6	Sri N.C.Tripathi, Officer on Special Duty, Planning Department, Yojna Bhawan, Lucknow	1
7	Sri Mahendra Prasad Bharti, Under Secretary to U.P. Government, I T & Electronics Department, Annexe Bhawan, Secretariat, Lucknow.	1
8	Sri Praveen Kumar, DGM & Member, U.P. Electronics Corporation Limited, 10 Ashok Marg, Lucknow	1
9	Sri Madan Pal, Deputy Manager (Secretarial) & Member, U.P. Electronics Corporation Limited, 10 Ashok Marg, Lucknow	1
	Total	87,65,980

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	Director, Representing Finance Deptt.	Member
3	Director, Representing Planning Deptt.	Member
4	Director, Representing Sarvajanik Udhyam Vibhag	Member

Directors' Report

2012

To,

The Share holders,

UP Electronics Corporation Ltd.

Lucknow

Gentlemen,

1. The Board of Directors have pleasure in presenting the 37th Annual Report of your Corporation along with the Audited Balance Sheet as at 31 MARCH 2012.

Financial Results Rs. in Lakhs

Particulars	As on 31.3.2012	As on 31.3.2011
Paid up Share Capital	8765.00	8765.00
Share capital Pending Allotment	388.26	388.26
Investments (a) Subsidiary Companies, (b) in other Companies (c) Promotional Schemes	6730.34 228.68 1259.45	6730.34 228.68 1259.45
Sales Turnover & Other income	2690.46	3630.29
Operating Profit/(Loss) before depreciation	147.38	106.65
Less
Depreciation	7.71	10.33
Adjustments pertaining to previous years (CR/DR)	-	1..20
Provision for TAX	55.00	17.25
Amount Available for appropriation	84.68	77.87
Proposed Dividend on Equity Shares	5.26	2.63
Corporate Tax on dividend	0.85	0.42
Profit/(Loss) transferred to Balance Sheet	78.57	74.81
Accumulated Balance of Profit & Loss Account	192.14	113.57

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 coming since investment.

Dividend

3.Corporation has earned net profit of 84.68 Lakhs after provisions of depreciation and Income Tax. For the year under report, dividend @ 0.06 percent of paid up capital has been recommended for payment.

4. Your Corporation is a Nodal Agency nominated by the Government of U. P. for promotion of Information Technology and Electronics related projects. Your Corporation is also engaged in the trading activities of Computer Hardware, Application Software, Imparting Computer Training and to provide support in the area of I.T. Solutions etc. in the State of Uttar Pradesh.

Subsidiary Companies

5. The Corporation has set up the following Subsidiaries, Joint Sector & Assisted Sector Companies, in which, Corporation investment is involved in the form of Shares:-

Sl.No.	Name of the Company	Present Activities as per Annual Report of 2011-12	Corporation’s Investment	Accumulated profit/ (loss) as on 31 MAR 2012	Sales Turn-over and other Income	Remark
1	2	3	4	5	6	7
1.	Uptron Power- tronics Ltd. (Subsi- diary Com- pany	As per their Annual Report, during the period under report, due to acute shortage of working capital, and, also due to cases pending before Hon’ble Allahabad High Court, Allahabad, Company could not undertake manufacturing activities. However, apart from the servicing of power plants, Company has ventured into trading business through selling Computer Hardware and its peripherals, Software products to various Government Departments and also imparting Computer Training to U.P. Government employees.	407 Lakhs in equity Shares	(414.34) Lakhs	2557.44 Lakhs	This Company has earned a net profit of 84.67 Lakhs during the financial year ended on 31.03.2012.
2.	Shree- tron India Ltd. (Subsi- diary Com- pany)	As per their Annual Report, during the period under report, due to shortage 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..	61.08 Lakhs Equity Share, 10 lakhs in Cumulative Reedemable Preference Shares	157.37 Lakhs	3120.99 Lakhs	This Company has earned a net profit of 61.35 lakhs during the financial year ended on 31.03.2012
3.	Uptron India Limited (UIL) (Subsidiary Company)	This Company is registered and declared as a Sick Industrial Company by BIFR since 1994, BIFR directed the Company to submit a fully tied up Rehabilitation package for revival. To settle the working capital dues and term loan of consortium of Banks/FIs under OTS, State Government was requested to provide OTS amount. Vide G.O. dated 25.01.2011, an amount of Rs.32.70 crores only, for which, guarantee was given by the State Government, was provided by the State Government and thus only the working capital dues of the Banks have been settled in November 2011. Due to non availablity of funds, term loan outstanding of the Banks/ FI’s could not be settled. The matter of the Company is presently pending before AAIFR, New Delhi in Appeal no. 35/2011 moved by the Company. M/s IFCI (secured creditor of UIL) published a notice in the newspapers on 23.01.2013 for auction of Gomtinagar and Chinhat Buildings/ properties and auctioned the Gomtinagar, Lucknow property under Securitization Act 2002. However, vide interim order dated 19.3.2013, Hon’ble High Court, Lucknow Bench has restrained the IFCI from confirmation of sale and fixed the matter for final hearing. As such the matter of UIL is pending before AAIFR, New Delhi as well as auction proceedings have been held by IFCI under Securitization Act.	5730 Lakhs in Equity Shares	Not Available	Not Available	Balance Sheet up to 1995-96 prepared and audited.
4.	Uplease Financial Services Limited (Subsidiary Com pany)	This Company is facing crisis of funds and it has no activity since 2002-03. Employees of this Company have also gone on deputation/ body shopping /contract in other Government Departments. Due to default in payment of Public Deposit Scheme to depositors, fixed and movable assets of the Company have been auctioned by District Administration under orders of State Consumer Commission, Lucknow. No office exists at present.	100 lakhs in Equity Shares	Not Available	Not Available	Balance Sheet up to 1997-98 prepared
5.	Uptech 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 2011-2012.	0.60 Lakhs equity Shares, 5 Lakhs in Cumulative Reedemable Shares, 4 Lakhs in Hi-tech funds at 20% p.a. Int.	29.50 Lakhs	2567 Lakhs	Balance Sheet as at 31 MAR 2012 has been received.
6.	Alstom India Ltd.	Set up in Assisted Sector for manufacture of Energy conservation and optimization equipment. This Company has changed its name from ‘’ALSTOM PROJECTS INDIA LTD’’ to ‘’ALSTOM INDIA LTD’’ with effect from 06 JUNE 2012, this Company is going well and is in profit and also paying 100% dividend. Corporation has received dividend of Rs. 9,17,650/- during the period of 2011-2012.	9.18,Lakhs in Equity Shares	167.75 Crores	19272.80 Crores	Balance sheet as at 31 Mar 2012 has been received.
7.	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 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.	170.00 Lakhs Equity Shares	-	-	Company is under Liquidation
8.	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. The Company submitted its revival plan, a number of times with BIFR but rehabilitation plan could not be approved by the BiFR. The Company proposed to raise the requisite funds through unlocking the real estate value of the current factory site. Now the Company has made up a plan to shift its Manufacturing Activities outside the limits of Lucknow, sale of wholly or substantially whole of the Undertaking, borrowing limits of the Company, for this purpose the Company proposed to enter into an arrangement with leading Builder by way of Builders arrangement. For the above, the Corporation has sent its dissent to the Company.	28.90 Lakhs in Equity Shares	-	-	Balance Sheet as at 31 MAR 2012 not received

Note:- The Companies mentioned above have been promoted by UPLC as per its promotional role. Out of these Companies, only the Companies mentioned at Sl. No. 5 & 6 have paid dividends amounting to Rs.75,000/- & Rs.9,17,650/- respectively for the Financial year 2011-12.

WEB SITE

6. In compliance of introduction of the Right to Information Act, your Corporation has launched a Web Site "www.uplclko.in" in which the required information have been incorporated.

CORPORATE GOVERNANCE

7. 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 that's 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.

8. Your Corporation has non-Executive Chairman, being the Principal Secretary to Government of U.P., IT and Electronics Department, who is heading the Board of Directors. Government has the right, under the Articles of Association to nominate all Directors of the Corporation, therefore, all Directors on the Board have been nominated by Govt. of U.P from time to time.

DIRECTORS:

9. During the year Sri J K Tyagi, Director, UPLC and Deputy Financial advisor, Govt of India Department of Information & Technology, Ministry of Communication and Information Technology, New Delhi, on attaining the age of superannuation has retired from the service of Govt. of India, therefore, he ceased to be a Director of the Corporation. Similarly Ms. Nidhi Kesarwani, IAS, Director UPLC, representative of Finance Department transferred from Finance Department, therefore, she is also ceased to be a Director of the Corporation.

10.THE COMPOSITION OF THE BOARD OF DIRECTORS AS ON 31 MAR 2012 AND DETAILS ABOUT BOARD MEETINGS ATTENDED BY DIRECTORS DURING THE PERIOD FROM 1 APR 2011 TO 31 MAR 2012

Sl.No.	Name of the 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 Chandra Prakash, IAS	Chairman cum-MD	1	1
2.	Sri V.N.Garg, IAS	Chairman	1	1
3.	Sri Biresh Kumar, IAS	Chairman	1	1
4.	Sri Jiwesh Nandan, IAS	Chairman	1	1
5.	Sri Prabhat Mittal, IAS	Managing Director	4	4
6.	Sri SC Gupta, IAS	Director	4	4
7.	SDr. VK singh, Prof. IET	Director	4	2
8.	Prof. Bharat Bhasker, IIM	Director	4	1
9.	Sri Rajeev Kumar	Director	4	3
10.	Sri GN Pandey	Director	4	4
11.	Sri V K L Srivastava	Director	2	2
12.	Ms Nidhi Kesarwani, IAS	Director	1	1

The Director/ Chairman from serial No. 1 to 3 have been transferred during the year therefore they have attended only one meeting during their tenure,

DIRECTORS' RESPONSIBILITY STATEMENT:

11.Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, your Directors confirm that:

in the preparation of accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.
appropriate accounting policies have been selected and have applied them consistently and made judgments and estimates that were 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 year under review.
Proper and sufficient care has been taken 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.
The annual accounts have been prepared for the financial year ended 31st March, 2012 on a "going concern" basis.
During the year under report, Corporation has paid/transferred a sum of Rs. 8.17 Lakhs to the Group Gratuity Fund created with LIC under the Payment of Gratuity Act, 1972.

AUDIT COMMITTEE :

12. 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.	Director, Representing Finance Deptt.	Member
3	Director, Representing, Planning Deptt.	Member
4.	Director, Representing, Sarvajanik Udyam Vibhag	Member

AUDITORS

13. The Comptroller and Auditor General of India has appointed M/s R N Khanna and Company, Chartered Accountants as Statutory Auditors of the Corporation. Board of Directors has recommended the remuneration of Rs 45,000/- for the year 2011-12 and onwards which is to be confirmed by the AGM.

REPORT OF PUBLIC DEPOSITS PURSUANT TO RESERVE BANK OF INDIA DIRECTIONS.

14. There are total two number of depositors whose deposits were matured on 2 MAY 1994 with an aggregate maturity amount of Rs. 22,599/- ,but the same was neither claimed nor request received for renewal of the same by the depositors till date, therefore the same has not been paid to these two Depositors. Since the amount has remained unclaimed and unpaid for a period of more than 15 years from the date, it became due for payment, therefore the matter was referred to Reserve Bank of India and Registrar of Companies for transferring the matured amount with the Investor Education and Protection Fund established under Section 205 C of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956.

15. The information required under Section 217 (2A) of the Companies Act, 1956 pertaining to employees drawing remuneration Rs.2,00,000/- or more per month is nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

16. Your Corporation is not engaged in any type of manufacturing activities therefore the information relating to conservation of energy and Technology absorption as required under Companies ( Disclosure of particulars in the Report of Board of Directors) Rules 1988 is NIL. Similarly your Corporation is not engaged in any type of Import or Export business therefore the information relating to Foreign Exchange Earnings and outgo is NIL.

APPRECIATION

17. 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 IT & Electronics. The Board is also thankful to the employees of the Corporation at all levels for the cordial relations inspite of the fact that the pay structure of the employees are not compatible to the Industry.

For & on behalf of the Board of Directors

UP Electronics Corporation Ltd

(Dr. VK Singh) (Prabhat Mittal)

Director Managing Director

Date: 28.5.2013

Place: Lucknow