To
The Members,
Your directors have pleasure in presenting their 37th Annual Report on the business and
operations of the Company together with the Audited Statement of Accounts for the year
ended 31st March, 2023.
FINANCIAL HIGHLIGHTS:
During the year under review, financial performance of your Company was as under:
Particulars |
31st March, 2023 |
31st March, 2022 |
|
(Rs. in Lakhs |
(Rs. in Lakhs) |
Total Income |
29.60 |
26.75 |
| Profit before Interest and Depreciation |
2.44 |
5.45 |
| Less: Interest |
- |
- |
| Profit before Depreciation |
2.44 |
5.45 |
| Less: Depreciation |
1.72 |
1.59 |
Profit before Extra- Ordinary item |
0.72 |
3.86 |
| Less : Extra Ordinary Item |
- |
- |
Profit before Tax before Extra- Ordinary item |
0.72 |
3.86 |
| Less: Provision for Taxation |
2.83 |
1.20 |
| Less : Deferred Tax |
(0.20) |
(0.34) |
Profit After Tax for the year |
(1.91) |
3.00 |
| Other Comprehensive Income |
4.49 |
0.64 |
Total comprehensive Income of the year |
2.58 |
3.64 |
| Add : Balance b/f from previous year |
|
- |
Profit available for appropriation |
|
- |
Appropriations : |
|
|
| General Reserve |
|
- |
| Dividend on Equity Shares |
|
- |
STATE OF COMPANYS AFFAIRS:
During the year under review, total Income mainly from commission activities stood
increased to Rs. 29.60 Lakhs as against Rs. 26.75 Lakhs in the previous year. Loss after
Tax amounts to Rs. 1.91 Lakhs as against Profit of Rs. 3.00 Lakhs in Previous year.
BUSINESS/FUTURE OUTLOOK:
Steps are being taken to increase existing business activities and also consider
possibilities of starting fresh ventures.
DIVIDEND:
In view of losses, the Directors regret their inability to recommend any dividend for
the Financial Year 2022-23.
AMOUNTS TRANSFERRED TO RESERVES:
In view of losses incurred by the Company, the Directors regret their inability to
recommend any amount to be transferred to the reserves for the Financial Year 2022-23.
CHANGE IN NATURE OF BUSINESS:
No change in the nature of the Business has taken place during the year under review.
CHANGES IN SHARE CAPITAL:
During the Financial Year 2022-23, there have been no changes in the share capital of
the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that: a. in the preparation of the annual
accounts for the financial year ended 31st March, 2023 the applicable accounting standards
have been followed and there are no material departures; b. they have 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 of the Company for that
period; c. they have 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; d.
they have prepared the annual accounts on a going concern basis; e. they have laid down
internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively except deficiencies in operating
effectiveness in respect of old outstanding of trade receivables, advances to parties and
some old creditors for expenses; f. they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Meena Lohia
(DIN: 02331504), is liable to retire by rotation and being eligible, offers herself for
reappointment and the same is proposed for approval at the ensuing AGM.
During the year under review, there Mr. Kamal Sharma (DIN: 02946513) has resigned as
the Director of the Company with effect from 03.09.2022.
Since the last Annual General Meeting Mr. Kaushal Kumar (DIN: 08035025) was appointeted
as an Independent Director of the Company with effect from 30.05.2023 and subsequently he
has resigned from the Board with effect from 14.08.2023
Mr. Rejveersingh Baboosingh Jadon, (DIN : 08396518) Independent Director has resigned
from the Board with effect from 30.05.2023.
The Board of Director of the Company at its meeting held on 04.09.2023, on the
recommendation of the Nominations & Remuneration Committee again co opted Mr. Kaushal
Kumar (DIN : 08035025) as an Additional Director ( Non-executive & Independent
Director) of the Company subject to the approval of members of at the ensuing Annual
General Meeting, in accordance with the provision of sections 149, 152, 161 read with
schedule IV and any together applicable provisions, if any, of the companies Act, 2013 and
rules framed therunder.
The Board, on the recommendation from Nominations & Remuneration Committee,
proposes to the members for their approval through ordinary resolution to appoint Mr.
Kaushal Kumar as an Independent Director of the company for a period of 5 years with
effect from 04.09.2023.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the
Company have made a declaration confirming the compliance of the conditions of the
independence stipulated in Section 149(6) of the Act.
DEPOSITS:
Your Company has not accepted any deposit within the meaning of deposits, covered under
Chapter V of the Companies Act, 2013.
FIXED DEPOSITS:
The Company did not accept/renew any fixed deposits from public and no fixed deposits
were outstanding or remained unclaimed as on March 31, 2023.
MEETING OF BOARD:
5 (Five) Board meetings were held during the financial year 2022-23 under review. The
details of which are given below: -
Board Meeting held during the year
Date of Board Meeting |
Total Strength of the Board |
No. of Directors present |
| 28.05.2022 |
05 |
04 |
| 12.08.2022 |
05 |
03 |
| 03.09.2022 |
04 |
03 |
| 21.11.2022 |
04 |
03 |
| 14.02.2023 |
04 |
02 |
MEETING OF AUDIT COMMITTEE:
4 (Four) meetings of Audit Committee were held during the financial year 2022-23 under
review. The details of which are given below: -
Audit Committee Meeting held during the year
Date of Audit Committee Meeting |
Total Strength of the Audit Committee |
No. of Members present |
| 28.05.2022 |
3 |
3 |
| 12.08.2022 |
3 |
2 |
| 21.11.2022 |
3 |
2 |
| 14.02.2023 |
3 |
2 |
MEETING OF STAKEHOLDERS RELATIONSHIP COMMITTEE:
4 (Four) meetings of Stakeholders Relationship Committee were held during the financial
year 2022-23 under review. The details of which are given below: -
Stakeholders Relationship Committee Meeting held during the year
Date of Stakeholders Relationship Committee Meeting |
Total Strength of the Stakeholders Relationship Committee |
No. of Members present |
| 19.04.2022 |
3 |
2 |
| 15.07.2022 |
3 |
2 |
| 14.10.2022 |
3 |
2 |
| 19.01.2023 |
3 |
2 |
SHARE TRANSFER COMMITTEE:
The role of the Committee is to deal with issuance of duplicates of share certificates,
transmission of shares and transfer of shares.
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
with effect from 1st April, 2019 except in case of transmission or
transposition of securities, requests for effecting transfer of securities shall not be
processed unless the securities are held in the dematerialized form with a depository.
The Board of Directors has appointed the Company Secretary as compliance officer of the
Company to monitor the share transfer process. The composition and attendance of the
members in the following Committee Meetings during the year 2022-23 were as under:
Name of the Director |
Category |
Number of meetings during the Financial Year 2022-23 |
|
|
Held |
Attended |
Mr. Harish Kant Mandhre |
Chairman Non Independent, Executive |
1 |
1 |
Mr. Kaushal Kumar (from 04.09.2023) |
Member Independent, Non-Executive |
1 |
1 |
Mrs. Meena Lohia |
Member Non Independent, Non-Executive |
1 |
1 |
CORPORATE GOVERNANCE REPORT:
Corporate Governance Report is not applicable to the Company as the paid up capital of
the Company is less than Rs. 10 Crores and Net Worth was less than Rs. 25 Crores as on the
last day of the previous financial year i.e. 31st March, 2023.
MANAGEMENT DISCUSSION ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the
Stock Exchanges in India, is presented in a separate section which forms part of the
Annual Report.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in format MGT -9 for the Financial Year 2022-23 has been
enclosed with this report as "Annexure II".
CORPORATE SOCIAL RESPONSIBILITIES:
The provisions of Section 135 of the Act in connection with Corporate Social
Responsibility are not applicable to the Company since the Company falls below the
threshold limit.
AUDITORS REPORT:
The observations made by Auditors in their Auditors Report with reference to notes to
financial statements are self explanatory and need no comments, forms part of this report.
STATUTORY AUDITORS:
M/s. Goenka Shaw & Co., Chartered Accountants, (Firm Registration Number 319075E)
were appointed as Statutory Auditors of the Company for a period of second term of 5
consecutive years till i e. from the conclusion 36th Annual General Meeting till the 41st
Annual General Meeting of the Company to be held in the year 2027.
APPOINTMENT OF INTERNAL AUDITORS:
The Company has appointed M/S. P. K. Bothra & Co., Chartered Accountants, as an
Internal Auditors of the Company for the financial year 2023-24.
SECRETARIAL AUDITORS:
In terms of Section 204 of the Companies Act 2013, the Board of Directors at their
meeting held on 30th May, 2023 have appointed M/s K K Sanganeria & Associates, Company
Secretaries, as Secretarial Auditors, for conducting Secretarial Audit of the Company for
the Financial Year 2023-24. Report of the Secretarial Auditor for the financial year ended
31.03.2023 is given as "Annexure I" which forms part of this report.
BOARDS VIEW:
The observations of the Auditors report have been dealt with in the Notes on Financial
Statements for the year ended 31st March, 2023, and being self explanatory, do not call
for any further clarifications.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any Equity Shares with differential Rights during the
financial year.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:
The Company has not issued any Employee Stock Options during the financial year.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
The Company has not issued any Sweat Equity Shares during the financial year.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes affecting the financial position of the Company occurred between
the end of the financial year to which this financial statements relate on the date of
this report.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 forms part of the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Related Party transactions that were entered during the financial year on arms length
basis and in the ordinary course of business. There were no materially significant related
party transactions which were in conflict with interest of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
In accordance with the provisions of Section 134(3)(m) of Companies Act, 2013 and the
Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the
required information relating to the "Conservation of Energy, Technology
Absorption" do not apply to the Company.
RISK MANAGEMENT POLICY:
In terms of Section 134(3)(n) of the Act, the Board of Directors has adopted a
comprehensive risk management policy which includes identification of element of risk, its
mitigation and other related factor. The Board periodically reviews the same. No Risk
Management Committee has been constituted since it is not covered by the requirements of
the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations
& Disclosure Requirements), Regulations, 2015, the Board of Directors has carried out
an annual evaluation of its own performance, Board committees and individual directors
pursuant to the provisions of the Act. The performance of the Board was evaluated by the
Board after seeking inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes, information and
functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the Individual Directors on the basis of the criteria such as the
contribution of the Individual Director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and elected Chairman of the each meeting
was evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
• The Nomination and Remuneration Committee as specified u/s 178 of the Companies
Act, 2013 was formed with a view to reviewing and making recommendations on annual
salaries, performance, commissions, perquisite and other employment conditions of
Executives and Officials. The Committees also takes into consideration remuneration
practices followed by leading Companies as well as information provided by reputed
consultants while determining the overall remuneration package.
• During the year under review the Nomination and Remuneration Committee met once
on 14.02.2023.
• The following are the members of the Committee at present:
Name |
Designation |
Executive/Non-Executive/Independent |
Mr. Kaushal Kumar (from 04.09.2023) |
Chairman |
Non- Executive & Independent |
| Mr. Vivek Chaudhary |
Member |
Non- Executive & Independent |
| Mrs. Meena Lohia |
Member |
Non- Executive & Non-Independent |
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /
REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:
No receipt of any commission by MD / WTD from a Company has been made.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES :
Your Company doesnt have any subsidiary, Joint Venture or associates.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL:
No significant & material orders passed by the regulators or courts or tribunal.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has adequate internal control procedures commensurate with the size, scale
and complexity of its operations, which are well supplemented by surveillance of Internal
Auditors.
DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:
In pursuant to the provision of Section 177(9) & (10) of the Companies Act, 2013,
the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for
Directors and employees of the Company to report concerns about unethical behavior, actual
or suspected fraud or violation of the companys code of conduct or ethics policy. The
Whistle Blower Policy is available on the website of the Company i.e.
www.uniworthsecurities.com.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION:
The Company has complied with all the applicable environmental law and labour laws. The
Company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety.
POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company is committed to provide a safe and conducive work environment to its
employee and has formulated "Policy for Prevention of Sexual Harassment".
During the Financial Year ended 31st March, 2023, the Company has not received any
complaints pertaining to Sexual Harassment.
FRAUD REPORTING:
There was no fraud reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013, to the Audit Committee or the Board of Directors during the year
under review.
PARTICULARS OF EMPLOYEES:
During the period under review, no employee of the Company drew remuneration in excess
of the limits specified under the provisions of Section 197(12) of the Companies Act, read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual
Report.
CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON NON-DISQUALIFICATION OF DIRECTORS:
Certificate from Practicing Company Secretary that none of the Directors on the Board
of the Company have been debarred or disqualified from being appointed or continuing as
Directors of Companies by the Board Ministry of Corporate Affairs or any such statutory
authority is annexed as "Annexure IV".
ACKNOWLEDGEMENT:
Your Directors acknowledge with gratitude the co-operation and assistance received from
all concerned and particularly the Shareholders of the Company for continuing to bear with
the adversities of the Company.
|
|
On Behalf of the Board |
|
Harish Kant Mandhre |
Kaushal Kumar |
|
Executive Director |
Director |
|
DIN: 08396568 |
DIN: 08035025 |
| Place: Kolkata |
|
|
| Date: 4th September, 2023 |
|
|
+91-9892691696
