unique organics ltd Directors report

To, The Members of

Unique Organics Limited

E-521, Sitapura Industrial Area,

Jaipur -302022 (Raj.)

Your directors are pleased to present the Thirty First (31^st) Annual Report of the Company together with the Audited Financial Statement for the year ended on 31^st March, 2023, as follows:

FINANCIAL SUMMARY:

(Rs. In Lakhs, except EPS)

	Current year ended	Previous year ended
Particulars	31.03.2023	31.03.2022
	(Audited)	(Audited)
Revenue from operations	18,188.60	9,591.90
Other income	344.31	93.89
Total revenue	18,532.91	9,685.79
Expenses:
(a) Cost of materials consumed	869.98	1,233.52
(b) Purchases of stock-in-trade	13,266.26	6,317.90
(c) Changes in inventories of finished goods, work-in- progress and stock-in-trade	50.66	(213.77)
(d) Employee benefits expense	168.35	168.01
(e) Finance costs	81.47	62.57
(f) Depreciation and amortization expense	16.38	16.54
(g) Other expenses	3,537.04	2,096.79
Total expenses	17,990.14	9,681.56
Profit/ (loss) before exceptional items and tax	542.77	4.23
Exceptional items	-	-
Profit/ (loss) before tax	542.77	4.23
Tax expense
(1) Current tax	153.00	2.29
(2) Deferred tax expense	7.00	0.02
Profit/(Loss) for the period from continuing operations other comprehensive income	382.77	1.92
A (i) Items that will not be reclassified to profit & loss	1.27	1.74
(ii) Income tax relating to Items that will not be reclassified to profit & loss	(0.35)	(0.45)
B (i) Items that will be reclassified to profit & loss	-	-
(ii) Income tax relating to Items that will be reclassified to profit & loss	-	-
Total Comprehensive Income for the period (Comprising Profit (Loss) and other Comprehensive Income for the period)	383.69	3.21
Paid-up equity share capital (F.V. of Rs. 10/-)	595.30	595.30
Earnings per equity share
(a) Basic	6.43	0.03
(b) Diluted	6.43	0.03

STATEMENT OF COMPANYS AFFAIRS / COMPANYS WORKING:

Your Company is engaged in manufacturing & exporting of agriculture commodities, food, spices, ruminant feed and other animal nutritional products. During the year under review, export sales contributed major role in source of income in total revenue of the Company. The export activities were focused on broadly on cereals, animal feed ingredients whereas domestic activities were focused on cattle feed and other animal nutritional products. Cereals and feed ingredients were the major contributor the export sales during the year under review.

Your Company identified the demand of above products and has been focusing on its exports mainly on these. Further, your company is working to identify more such high demand products and is hopeful of developing a good market base on international level. During the year under review, your Company didnt participate in any international trade fair.

As informed in the previous Annual Reports from time to time, your Company is continuous in making efforts to recover money from defaulted debtors by taking suitable measures. The manufacturing facilities of your company were utilized at optimal level. It was used for the production of cattle feed and other animal nutritional products for ruminants health and for pulverizing, blending of herbs and spices. As per companys policy, ethics and quality are maintained at all the levels of the production. Your company is moving ahead with a positive outlook and is hopeful of improved performance in the coming years.

DIVIDEND:

No dividend is recommended for the financial year 2022-23. RESERVES: No amount was transferred to the general reserve during the year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: During the year under review no loans or guarantees given or investment made, covered under Section 186 of the Companies Act, 2013. For details about past transactions, please refer relevant notes to the financial statement provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARITES: Particulars of contracts or arrangements with related parties referred to in Section 188 of the Companies Act, 2013, in the prescribed form AOC-2, and is appended as Annexure-1 to the Boards Report.

DEPOSITS: The company has not invited/accepted any public deposit whether covered under Chapter V of the Companies Act, 2013 or not and, as such, no amount of principal or interest remained unpaid or unclaimed as at the Balance Sheet date.

CHANGE IN THE NATURE OF BUSINESS: There is no change in the Nature of Business of the Company from last year. The main activity of the Company is export of Agri commodities, spices, animal feed ingredients, manufacture and sale of range of cattle feed products as well as processing of medicinal & herbal items on job work basis for various parties. ANNUAL RETURN: In accordance with Section 134(3)(a) of the Companies Act, 2013, the web address where annual return referred to in sub-section (3) of section 92 has been placed is as under: http://uniqueorganics.com/investor/annual-return/

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: There are no such changes/ commitments/events or material changes occurred affecting the financial position of the Company between the end of the financial year i.e. 31.03.2023 and the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: The Company has not received any significant/ material orders from the statutory or regulatory bodies/ courts/ tribunals impacting the going concern status and companys operations in future.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES: The Company has no subsidiary, joint venture or associate company during the year under review.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: Your Company is both ethically and professionally managed. It has developed an internal structure with proper hierarchy, delegation of authority and ethical values so that assets are safeguarded and the transactions are properly authorized at various stages and then recorded. With reference to the financial statements, the Company has a continuous monitoring mechanism through Audit Committee, Internal Audit and multistage checking of vouchers and documents which enables the organization to maintain with the same standard of the financial control systems and helps them in managing any default on timely basis because of strong reporting mechanism followed by the company.

The Internal Audit System of the company helps to bring out a systematic and disciplined approach to evaluate and improve the effectiveness of internal financial control.

LISTING OF SHARES: The companys equity shares continue to be listed on Bombay Stock Exchange (BSE) which has nationwide trading terminals.

CORPORATE GOVERNANCE: Your company has proactively been following the best practices adopted by good corporate in India. The Corporate Governance required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of this report. Practicing Company Secretarys Certificate on Corporate Governance is attached as Annexure-2 and forms a part of this report. All board members, senior management and designated persons have affirmed compliance with Code of Conduct under Companies Act, 2013 read with Rules there under along with SEBI (LODR) Regulations, 2015 and Code of Conduct on SEBI (PIT) Regulations, 2015 on annual basis.

BOARD MEETINGS:

The Board of Directors met 7 (Seven) times during the financial year 2022-23 on 06.05.2022, 26.05.2022, 02.07.2022, 12.08.2022, 14.11.2022, 07.02.2023 and 31.03.2023. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 read with rules there under and Listing Agreement/SEBI (LODR) Regulations, 2015 (including amended/extended from time to time).

COMMITTEES OF DIRECTORS: The Board had four committees during the year under review i.e. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Share Transfer Committee. All committees are formed as per prevailing laws and have proper combinations of independent and non-independent directors in composition. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION: Company has constituted Nomination and Remuneration Committee (Details of which is part of Corporate Governance Report in this Annual Report) and adopted Nomination and Remuneration Policy formulated in compliance with Section 178 of the Companies Act, 2013 read with rules there under and SEBI (LODR) Regulations, 2015.

The full text of said policy is available on Companys website on below web-link: http://uniqueorganics.com/investor/corporate-governance-policies/ Salient features of the policy regarding criteria for determining qualifications, criteria of Making Payments to directors, independence of directors and other matters are as under: The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Companys Policy.

Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013, Schedule V of the Act and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company. The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013 read with rules there under and provisions of SEBI (LODR) Regulations, 2015. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors and members from time to time.

The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay reflecting their short term and long term performance and working, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company. An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for reappointment on passing of an ordinary resolution by the Company and disclosure of such appointment in the Boards report.

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company. There has been no change in the remuneration policy during the financial year.

PARTICULARS OF EMPLOYEES: Particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended in Annexure-3 to the Boards Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy (POSH Policy) in line with the requirements of the Sexual Harassment of Woman at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint pertaining to sexual harassment at workplace, was received during the year under review.

DIRECTORS:

a) Details of directors or key managerial personnel who were appointed or have resigned during the year under review: Mr. Ashish Gupta (DIN: 09586177) has been appointed as additional director (Independent) on the Board of the Company w.e.f. 6^th May, 2022 and further regularized in 30^th AGM held on 27^th July, 2022 by shareholders.

b) Declaration by an Independent Director(s) Company have received declarations from its independent directors, Mr. Sanjay Sharma and Mr. Ashish Gupta, under sub section (6) of section 149 of the Companies Act, 2013 for the year under review, confirming that they meet the criteria as laid down in Section 149(6) of the Companies Act, 2013 read with rules thereunder and provisions of SEBI (LODR) Regulations, 2015.

c) Performance Evaluation of Board and reappointment The company has developed and implemented a policy for formal annual evaluation. The Committee/Board shall evaluate the performance of Board, its Committees, and its individual directors including Chairman/ Managing Director and Independent Directors of the Company with reference to the authority under the Policies of the Company framed in accordance with the relevant provisions of Companies Act, 2013 read with rules thereunder, LODR Reg. and based on their functions and the criteria for the evaluation of the performance as prescribed in the policy. Evaluation of Independent Directors carried on by the entire Board in the same way as it is done for the Executive Directors/Non-Independent Directors of the Company except the Director getting evaluated keeping in view the inputs provided by Nomination & Remuneration Committee.

The Policy on Annual Performance Evaluation of the Board, its Committees and individual directors is appended as Annexure-4 to this report and also available on Companys website at below web-link: http://uniqueorganics.com/investor/corporate-governance-policies/ Mr. Ashok Kumar Dangaich (DIN: 09055421) Non-Executive Director of the Company, retires at the ensuing Annual General Meeting and, being eligible, offers herself for reappointment, in terms of provisions of Articles of Association of the Company.

d) Familiarization Program for Directors The newly independent directors inducted in to the Board, generally attends an orientation programs at his convenient time. The details are provided in Corporate Governance Report.

e) Appointment/ Re-appointment of independent directors During the year under review Mr. Ashish Gupta (DIN: 09586177) has been appointed as additional director (Independent) on the Board of the Company w.e.f. 6^th May, 2022 and further regularized as Independent Director in 30^th AGM held on 27^th July, 2022 by shareholders.

DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to provisions of clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, your directors hereby state that:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, in the case of a listed company , had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Explanation.

For the purposes of this clause, the term “internal financial controls” means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS: M/s. Gourisaria Goyal & Co., Chartered Accountants, (Firm Registration No. 016681C) has been appointed as the Statutory Auditors of the Company in 30^th AGM held on 29^th July, 2023 for a term of five consecutive years to hold office from the conclusion of his 30^th Annual General Meeting (“AGM”) till the conclusion of the 35^th AGM, 2027.

SECRETARIAL AUDITOR AND REPORT: Arm & Associates LLP, Company Secretaries, Jaipur has been appointed as Secretarial Auditor to conduct the secretarial audit of the company for the financial year 2022-23 as required under Section 204 of the Companies Act, 2013 and rules thereunder. The secretarial audit report for the financial year 2022-23 forms part of the Report as an Annexure-5.

QUALIFICATIONS, RESERVATON OR ADVERSE REMARK IN AUDIT REPORTS: There is no adverse remark or qualification or any disclaimer remark against the Company by: a. the Statutory Auditor in its Independent Audit Report; and b. the Company Secretary in practice in its Secretarial Audit Report.

REPORTING OF FRAUDS BY AUDITORS: During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

COST AUDITORS: Provisions of cost audit is not applicable on your Company. Accordingly your company is not required to conduct the cost audit for the financial year ended March 31, 2023.

AUDIT COMMITTEE:

In compliance of the provisions of Section 177 of the Companies Act, 2013 read with Rules thereunder and Regulation 18 of the SEBI (LODR) Regulations, 2015, company has an audit committee comprising Shri Jyoti Prakash Kanodia, Managing Director as Chairman of the Committee, Shri Sanjay Sharma & Shri Ashish Gupta, Independent Directors as members of the Committee. The Committee functions with the powers and responsibilities as specified in the Companies Act, 2013 read with rules there under, Regulation 18 of the SEBI (LODR) Regulations, 2015 and other applicable law, if any.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In compliance of the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, Company has established a Vigil Mechanism (Whistle Blower policy) and formulated a Policy in order to provide a framework to the directors and employees of the company a responsible and secure whistle blowing/ vigil mechanism to report genuine concerns to the Chairman of the Audit Committee. Company hereby affirms that no personnel have been denied access to the audit committee. More details about the policy and procedure are stated in Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT POLICY/ PLAN: The Company has developed and established a risk management policy/ Plan for the Company which sets out a framework for identification of elements of Risk, if any which in the opinion of the Board may threaten the existence of the Company and has devised a proper system of risk management and internal compliance and control through its Board, Audit Committee, KMPs and other Senior personnel of the Company.

SHARE CAPITAL: There was no change in the Share Capital during the year under review as under:

a) Issue of equity shares with differential rights The company didnt issue any equity shares with differential rights or other securities during the year under review.

b) Issue of sweat equity shares The company didnt issue any Sweat equity shares during the year under review.

c) Issue of employee stock options The company didnt issue any ESOP during the year under review.

d) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees Company didnt make any Scheme or Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company doesnt fall in any criteria which attract applicability of CSR as per Companies Act, 2013 and rules made thereunder, hence CSR provisions not applicable to the Company during the year under review.

DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable on Company, accordingly such accounts and records are not made and maintained.

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

Pursuant to section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the requisite particulars are furnished at Annexure-6 given hereto forming part of this Report.

DEPOSITORY SYSTEM:

In order to keep pace with the changing technology and to provide the benefits of electronic trading to our members, your companys shares are tradable compulsorily in electronic form and it established connectivity with depositories, viz. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The company also has common agency (RTA) for transfer/transmission of shares both in demat and in physical form.

ANNUAL RETURN: In accordance with Section 134(3)(a) of the Companies Act, 2013, the web address where annual return referred to in sub-section (3) of section 92 has been placed at the following link: https://uniqueorganics.com/investor/annual-return/

STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no case filed by Company or against the Company under the Act during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) Pursuant to sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) there was no dividend which is unclaimed/ unpaid for more than seven years, hence the company is not required to transfer any amount to Investor Education and Protection Fund during the year under review. Previous year unpaid/unclaimed dividend already has been transferred to IEPF.

COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India. By order of the Board of Directors of Directors For Unique Organics Limited

Sd/-	Sd/-
Jyoti Prakash Kanodia	Madhu Kanodia
DIN: 00207554	DIN: 00207604
Managing Director	Director
Jaipur, September 01, 2023
Registered Office:
E-521, Sitapura Industrial Area,
Jaipur-302022 (Raj.) India
Phone No. +91 141 2770315/509
Email: compliance@uniqueorganics.com
CIN: L24119RJ1993PLC007148