unimin india ltd Directors report

Your Directors submit herewith the 40th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2023

FINANCIAL HIGHLIGHTS (Rs in lacs)

Particulars	For the F.Y. Ended 31.03.2023	For the F.Y. Ended 31.03.2022
Turnover/Other Income	13.75	45.73
Total Expenses	39.33	49 18
Earnings before Tax and Depreciation	(14.77)	7 36
-Depreciation and amortization expenses	10.81	10 81
Profit/(Loss) before Tax	(25.58)	(3 45)
Provision for Taxation	0.00	0 00
Profit/(Loss) after Taxation	(25.58)	(3 45)
Prior Period Items	0.00	0.00
Profit/(Loss) for the Year	(25.58)	(3.45)

RESERVES

The board does not proposed any amount to carry to carry specific reserves

CHANGES IN NATURE OF BUSINESS

There is no significant changes had been made In the nature of the company during the financial your

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF AUDIT REPORT

No significant material changes und commitments have occurred between the date of the balance sheet and the dale of the audit report

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

The Bombay stock exchange has delisted the company on 2nd July 2010 Except to this, there are no significant and material orders passed by Regulation/Court/Tribunals against the company

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has In place proper and adequate Internal control systems commensurate with the nature of its business size and complexity of Its operations Internal control systems comprising of policies and procedures are designed to ensure liability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

During the period under review, the Company has neither any subsidiary Company nor Is holding Company of any other Company However, the Company is having the associate Companies as detailed below

1. M/s Jit Family Trust,

2 M/s Mina Consultant Pvt Ltd .

3 M/s Shirley Real Estnto Pvt Ltd ,

4 M/s TajExIm International Ltd

5. M/s Zulokha Trading and Finance Pvt Ltd

INTERNAL CONTROLS & ADEQUACY

Your Company has adequate system of internal controls to ensure that all assets are adequately safeguarded, transactions are authorized, optimum utilization of resources, reporting of financial transactions and compliance with applicable law and regulations Except Job works, your company has not undertaken business operations in the F Y 2022-2023

MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the listing agreement, the Management Discussions and Analysis report Is annexed hereto and forms part of this report.

CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations, 2015, a separate chapter titled Corporate Governance has boon included In this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2022- 23. A declaration to this effect signed by the Chairperson and Managing Director of the Company is contained in this Annual Report.

The Chairperson and Managing Director have certified to the Board with regard to the financial statements and other matters as required under regulation 17 (8) of the SEBI Listing Regulations, 2015

Certificate from Auditors of the company regarding compliance of conditions of corporate governance Is annexed to this Report

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10th April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came Into effect from 1 st July 2015. The Company is In compliance with the same as amended up to date SS- 3 - Secretarial standard on dividend Is not applicable to the company as no dividend declared or paid during the period under review. Secretarial standard - 4 (SS-4) on report of the Board of Directors applicable to the company and is In compliance of the same.

FIXED DEPOSITS

Your Company has not invited nor accepted any Fixed Deposits under the Companies Act, 2013 and rules framed thereunder

DETAILS OF EVERY EMPLOYEE OF THE COMPANY AS REQUIRED PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not given

CONSERVATION OF ENERGY, TECHNOLOGY. ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo as per Section I34(3)(m) of the Companies Act. 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March 2022 are annexed to this report

BOARD OF DIRECTORS AND KMP

During the year under review, on 01-12-2022, Mr Harvinder Bhupmdersingh Kochhar (DIN - 09127677) was appointed as Managing director of the company On 01-12-2022, Mrs Jasbir Kaur Bakshi resigned from the Managing directorship of the company for a penod of five years commencing from 1st December 2022 and the members of the company approved his appointment in the annual general meeting held on 29th December 2022. and she continues to hold the office of the Chairperson cum director of the company Except of this, there was no change in Directors and KMP of the company As at the end of the financial year, Mrs J K Bakshi, Chairperson and Managing Director, Mrs. Sheena Sarup. Independent Director Mr Shiv Kumar Vasesi, Independent Director, Mr Anandeswar Patra, Director and Mr. Harvinder Bhupmdersingh Kochhar, Managing director and Mr Trinath Panigrahi, CFO are on the Board of the company Detailed information on the directors is provided in the annexed Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(7) of the Companies Act, 2013, Mr Shiv Kumar Vasesi and Mrs. Sheena Sarup, the independent directors of the company, have given a declaration to the company that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 and the listing regulations and there has been no change in the circumstances which may affect their status as Independent Directors

Further, they have also given a declaration that they have complied with the provisions of the Code of Ethics for Directors and Senior Management (including Code of Conduct for Independent Directors prescribed in Schedule IV to the Companies Act, 2013) to the extent applicable, during the financial year under review

Managerial Remuneration rDetails of Managerial Remuneration required to be Disclosed in Boards Report as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

Directors Name Remuneration	Director 1	Director 2	Director 3
N A	N A	N A.	N A

COMMITTEES OF THE BOARD

The Board has four committees viz: audit committee, nomination and remuneration committee, Stakeholders Relationship committee and risk management committee.

The details pertaining to composition of above committees are included in the Corporate Governance Report, which forms part of this report.

POLICIES

The Board has framed four policies viz; Policy on Appointment and Remuneration and other aspects of Directors and KMP, Risk Management Policy, Vigil Mechanism/ Whistle Blower Policy and Related Party Transaction Policy.

The details pertaining to the above policies are included in the Corporate Governance Report, which forms part of this report

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company is not required to constitute a CSR Committee.

VIGIL MECHANISM / WHISTLE BLOWER

The Company has implemenled a Whistle Blower Policy and has established a vigil mechanism for employees and directors to report their genuine concerns The Policy provides for a mechanism to report genuine concerns to Whistle Counselor or the Whistle Blower Committee and in exceptional cases. Chairman of the Audit Committee of the Company The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time None of the Whistle Blowers have been denied access to the Audit Committee of the Board The Whistle Blower Policy complies with the requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013 The details of establishment of the Whistle Blower Policy/ Vigil mechanism have been disclosed on the website of the Company BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, 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 and various Compliance Committees in professional manner and ethics RISK MANAGEMENT

The Company already has in place the procedure to inform the Board about the risk assessment and minimization procedures Your Company has appropriate risk management systems in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting ANNUAL RETURN

In terms of Section 134(3)(a) of the Companies Act. 2013, every company shall place a copy of the annual return referred to Section 92(3) of the Companies Act. 2013, on the website of the company, if any. and the web-link of such annual return shall be disclosed in the Boards Report The company has provided such web-link as -http /www uniminindia com/ investors/

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT

The Company has not revised its Financial Statements or its Boards Report dunng the year under review REMUNERATION OR COMMISSION RECEIVED BY MANAGING DIRECTORS/WHOLE TIME DIRECTOR FROM THE HOLDING/ SUBSIDIARY

During the year under review, no remuneration or commission was received by the director from the holding Company SHIFTING OF REGISTERED OFFICE

The company has not shifted its registered office during the year under review

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 During the year under review, no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016 by the company

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 During the period under review, there is no transaction occurred under the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis The Company has not entered in any material related party transaction during the year

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules. 2014 are given in Annexure 3 in Form AOC-2 and the same forms part of this report Please refer Note No. 23 to the financial statement which sets out related party disclosures as prescribed under Accounting Standard 18

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has met Eight times during this financial year which is in compliance to the provisions of the Companies Act, 2013 During the year following meetings were convened and held as per the details below

Sr. Type of No. Meeting	Date of Meeting	Name of Directors who attended the meeting
1 Board Meeting	18 June 2022	Mr Harvinder Bhupendarsingh Kochhar Mrs. J K. Bakshi Mr Shiv Kumar Vases;. Mrs. Sheena Sarup
2 Board Meeting	13 Auq 2022	Mr Harvinaer Bhupendarsingh Kochhar Mrs J if Bakshi,Mr Shiv Kumar Vasesi Mrs Sheena Sarup
3 Board Meeting	26 Auq 2022	Mr Harvmder Bhupendarsingh Kochhar Mrs J K Baxsni Mr Shiv Kumar vases Mrs Sheena Sarup
4 Board Meeting	29 Oct 2022	Mrs. J K Bakshi Mrs Sheena Sarup Mr. Harvinder Bhupendarsmqh Kochhar Mr Anandesnwar Patra
5 Board Meeting	01 Dec 2022	Mrs. J K, Bakshi Mr. Harvinder Bhupendarsingh Kochhar. Mr Anandeshear Patra
6 Board Meeting	11 Feb 2023	Mrs J K Bakshi Mr Shiv Kumar Vasesi Mrs. Sheena Sarup
7 Board Meeting	24 March 2023	Mrs. J.K. Bakshi,Mr. Shiv Kumar Vasesi, Mrs. Sheena Sarup. Mr Anandeshwar Patra Mr. Harvinder Bhupendarsinqh Kochhar
8 Board Meeting (Independent Directors Meeting)	24 March 2023	Mr. Shiv Kumar Vasesi Mrs.Sheena Sarup

AUDITORS

STATUTORY AUDITORS

M/s Ramanand and Associates, Chartered Accountants of Mumbai, has been appointed as Statutory Auditor

of the company in the Annual General Meeting to be held on 29"- December 2022 for a period of five financial years As required under the provisions of Section 139 and 141 of the Companies Act. 2013, the Company has received a written consent and certificate from M/s Ramanand & Associates, Chartered Accountants, Mumbai, for their appomment as statutory auditor of the company in the forth coming Annual General meeting o the company, to the effect that their appointment, if made, would be in conformity with the limits specified in the said Section and that they are not disqualified to be appointed as Auditors of the Company The Board has recommended to the shareholders for their appointment as the statutory auditor to held office and to fix their remuneration SECRETARIAL AUDITORS

The Board has appointed M/s Amit Verm a and Associates. Practising Company Secretanes to conduct the secretarial audit for the financial year 2022-2023 The Secretarial Audit report for the financial year ended 31st March, 2023 is annexed herewith and marked as Annexure 2 to this Report The Secretarial Audit Report contain few qualifications, reservation or adverse remark which are suitable replied by the Board

AUDITORS REPORT

Your Directors are of the view that Notes to the Accounts adequately provide the necessary information and answer the observations of the Auditors in their Report

The notes of the financial statements referred to In the Auditors Report are self-explanatory and do not call for any further comments The Auditors Report contain some qualification, reservation or adverse remark and the directors comment on these observation as under pointwise:

Statutory Audit Report

1 Statutory Auditors Qualified Opinion

The company is required to adopt Indian Accounting Standards from FY 2022-23 as per the Companies (Indian Accounting Standards) Rules, 2015 However. Standalone Financial Statements of the company are not prepared in accordance with the Indian Accounting Standards (Ind AS) prescnbed under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended Directors Comment The company dont have any business activities and is a sick company Due to leak of fund, the Company is unable to file the matter before Insolvency Board Further, the company is facing a worst financial position and unable to appoint the suitable accountant/ professional to take care of latest developments However, the Company will try its best that it will be adopted from current FY

2 Statutory Auditors Qualified Opinion

The company has not appointed Internal Auditors as required by Section 138 of the Companies Act, 2013

Directors Comment The company is a sick company Due to leak of fund, the Company is unable to file the matter before Insolvency Board Further, the company is facing a worst financial position and unable to appoint an Internal Auditor,

3 Statutory Auditors Qualified Opinion

The system of internal Financial control over financial reporting with regard to the company were not made available to us to enable us to determine if the company has established adequate internal financial control over financial reporting and whether such internal financial control were operating effectively

Directors Comment The company is a sick company Due to leak of fund, the Company is unable to file the matter before Insolvency Board As such, the company has not much financials to be taken care of and unable to appoint an Internal Financial Controller

4 Statutory Auditors Qualified Opinion

Companys networth is fully eroded due to accumulated losses Company does not have major business operations or future business plan Inspite of the same accounts of the company is prepared on-Gomg Concern basis

Directors Comment Due to leak of fund, the Company is unable to file the matter before Insolvency Board and the Board of Directors of the company are very hopeful to restart the bjsiness activities of the company very soon and in this regard, the meetings with the businessmen and line up and currently, the company is working on job work basis for an EOU unit

5 Statutory Auditors Qualified Opinion

The Company has not made provision for employee retirement benefits as required under AS-15 - Employee Benefits In absence of actuanal valuation report, we are unable to comment upon consequential impact, if any, ansing thereof, on the Statement

Directors Comment The company does not have so many employees and there is negligible turnover and working on job work basis for the last so many years As such, the valuation ard disclosure of employee benefits are not done

6 Statutory Auditors Qualified Opinion.

The Company has taken useful life and residual value of assets different from useful life and residual value indicated in Schedule II to the Companies Act, 2013 witheut taking any technical advise In absence of sufficient appropnate details, we are unable to comment upon consequential impact, if any, arising thereof, on the Statement.

Directors Comment The Company is in process to take such detail accurately

7 Statutory Auditors Qualified Opinion

The Company had written off balance of a creditor amounting to Rs 24 05 crores in earlier years To that extent its reserve is overstated and liability is understated

Directors Comment The Deferred payment Credit of Rs 24,04,61,664/- from the suppliers of the imported Plant & Machinery was written off in the earlier years The decision was primanly based on legal communication/advice that the Company has a counter claim of much larger amount on the said supplier for its vanous omissions and commissions including contractual defaults resulting in business losses / cost overrun to the Company These Suppliers have made a claim of Rs, 48.19,46,626/- towards principal and Rs 41,79,93,604/- towards interest aggregating to Rs 89,99,40,230/-

8 Statutory Auditors Qualified Opinion-

Balances of Trade Receivables. Trade Payables and Loans and Advances are subject to confirmation and consequent adjustments, if any on reconciliation thereof Directors Comment: The inventory related to the rejected item and is valued at the market value However, the Negotiations are in process with the buyers for the same.

9 Statutory Auditors Qualified Opinion:

The company has accepted deposits from the public. However, the company has failed to comply with the provisions of section 74 Directors Comment: The Company is in Process to Repay Such Deposits.

Secretarial Audit Report:

1. Secretarial Auditors Qualified Opinion:

The company has defaulted in appointing and internal auditor of the company and Filing of Form MGT-14 for the same to the Registrar of Companies.

Directors Comment: The company is a sick company Due to lack of fund, the Company is unable to file the matter before Insolvency Board. Further, the company is facing a worst financial position and unable to pay the charges to the professionals in this regard

2. Secretarial Auditors Qualified Opinion:

The company has defaulted for payment of Annual Listing Fees payable to BSE for the Financial Years 2016-17, 2017-18, 2018-19,2019- 20, 2020-21, 2021-22 and 2022-23 Consequently, the company has been delisted vide notice dt 02 07 2018 issued by BSE Directors Comment: The company is facing a worst financial position and unable to pay the Annual Listing Fees to the stock exchange

3 Secretarial Auditors Qualified Opinion:

The company is irregular in posting of various disclosures on the website of the company

Directors Comment: The company is under the process of posting the disclosures on the website of the company.

4 Secretanal Auditors Qualified Opinion:

The company has accepted deposits from the public. However, the company has failed to comply with the provisions of section 74 These deposits relates to the earlier years.

Directors Comment: The Company is in Process to Repay Such Deposits.

5 Secretarial Auditors Qualified Opinion:

The_company is required to adopt Indian Accounting Standards from FY 2022-23 as per the Companies (Indian Accounting Standards) Rules, 2015 However. Standalone Financial Statements of the company are not prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules. 2015, as amended.

Directors Comment The company is a sick company Due to lack of funds, the company is unable to file matter before Insolvency Board Further, the company is facing a worst financial position and unable to appoint the suitable accountant/professional to take care of latest developments. However, the company will try its best that it will be adopted from current FY 6.Secretarial Auditors Qualified Opinion:

The company has filed belatedly the annual filing forms and other forms for 2022.

Directors Comment: The company is a sick company Due to lack of funds, the company is unable to file the matter before Insolvency Board Further, the company is facing a worst financial position and unable to pay the charges to the professionals in this regard. However, it is filed belatedly.

7.Secretarial Auditors Qualified Opinion:

Mr.Shiv Vasesi and Mrs. Sheena Sarup, the Independent Directors of the Company were not registered as an independent director in independent directors data bank maintained by MCA.

Directors Comment: The company is a sick company Due to lack of funds, the company is unable to file the matter before Insolvency Board. Further, the company is facing a worst financial position and unable to pay the charges to the IICA registered independent directors. However, the independent directors complies the independence criteria as prescribed by Section 149(6) of the Companies Act, 2013 and schedule IV.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

During the year under review, there was no frauds reported by the auditors to the Audit Committtee or the Board under section 143(12) of the Companies Act, 2013.

STATUTORY DISCLOSURES

A Cash Flow Statement for the year 2022-23 is attached to the Balance Sheet.

Pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT, 2013 Pursuant to Section 134(3)(c) of the Companies Act, 2013. your directors confirm that:

(I) In the preparation of the accounts for the financial year ended 31 March 2023, the applicable Accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) The directors have selected such accounting policies and applied them consistently and make judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the said financial year and of the profit (loss) of the company for the said financial year;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act. 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the accounts for the year ended 31 March 2023 on a going concern basis.

(v) The Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Board acknowledges with gratitude the co-operation and assistance of the Government Departments. Ministries and Departments of the Union Territory of Daman as well as other Autherities for their support and assistance Your Directors are happy to place on record their gratitude to the employees at all levels for their commitment and dedicated efforts The Directors are also thankful to the Shareholders for their continued support to the Company.