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<dhhead>DIRECTORS REPORT</dhhead>

TO,

THE MEMBERS OF UNIMODE OVERSEAS LIMITED

The Board of Directors are pleased to present the 31st Annual Report of the business and operations of your Company i.e. M/s. Unimode Overseas Limited, along with the audited financial statements for the year ended 31st March, 2023

1. FINANCIAL PERFORMANCE

Particulars

Year ended March 31, 2023

Year ended March 31, 2022

Total Income

3923.94

496.28

Total Expenditure

2095.69

933.34

Profit/(Loss) Before Tax

1828.25

(437.06)

Current Tax Minimum Alternate Tax

-

-

Profit/(Loss) After Tax

1828.25

(437.06)

Opening balance of retained earnings

(7682.15)

(7245.09)

Closing balance of retained earnings

(5853.90)

(7682.15)

Balance Profit/Loss carry forward to the next year.

1828.25

(437.06)

2. FINANCIAL PERSPECTIVE OF THE YEAR

• During the year, your Company has earned profit amounting of Rs. 18,28,252.

• EPS for the year is Rs. 3.65 per share as compared to Rs. (0.87) per share in the previous year.

3. DIVIDENDS

In view of the brought forward and current year losses, your directors have been unable to recommend any dividend.

4. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 50,10,500/- During the year the company has not done any material changes in the Paid-up Share Capital of the Company.

5. RESERVE

The profit of Rs. 18,28,252 earned during the year has been transferred to the Reserves.

6. CHANGE IN NATURE OF BUSINESS, if any

There is no change in nature of business of the Company during the financial year 2022-23.

7. MATERIAL CHANGE AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT

During the year, there are following material changes:

I. The Promoter of the Company has changed during the year through share purchased agreement.

II. The Company has changed its management and new directors who are also promoter of the Company has appointed in the board as Executive Director w.e.f. 27/03/2023.

• Mr. Rajiv Gupta (DIN: 01236018),

• Mr. Haldher Gupta(DIN: 08168505) and

• Mr. Kanhiya Gupta (DIN: 07262275)

III. The company has started business which result in profit during the year.

8. CORPORATE SOCIAL RESPONSIBILITY

Our Company does not attract the provisions of section 135 of the companies Act, 2013. So, the Company has not developed and implemented any Corporate Social Responsibility initiatives.

9. HUMAN RESOURCES

The well-disciplined workforce which has served the company for the very foundation of the companys major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to 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 and loss of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is well defined and to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board as well as directly to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ashish Kumar Garg, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company. During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses (if any) incurred by them for the purpose of attending meetings of the Company.

During the financial year 2022-23, Pursuant to the provisions of Section 203 of the Act, these are the following Key Managerial Personnel/Directors of the Company:

S. No. Name of the Director/KMP

Designation

1 Mr. Ashish Kumar Garg

Non-Executive Director

2 Mr. Ashish Goel

Executive Director

3 Mr. Vikas Munjal

Executive Director

4 Mr. Rakesh Wadhawan

Independent Director

5 Ms. Shriya

Independent Director

6 Mr. D.K. Mahawar

Chief Executive Officer

7 Ms. Diksha Sharma

Chief Financial Officer

8 Mr. Bhuwan Singh Taragi

Company Secretary and Compliance Officer

During the financial year, Mr. Ashish Goel (DIN: 00367103), Mr. Vikas Munjal (DIN: 01886826) resigned from the directorship of the Company w.e.f. 27/03/2023 and Mr. Rajiv Gupta (DIN: 01236018), Mr. Haldher Gupta(DIN: 08168505) and Mr. Kanhiya Gupta (DIN: 07262275) have appointed as Executive Director w.e.f. 27/03/2023.

13. BOARD AND COMMITTEE MEETING Number of Board Meetings

The Board of Directors met 6 times during the financial year ended March 31, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two consecutive Board Meetings was within the period prescribed under Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

? 26th May, 2022

? 10th August, 2022

? 02nd September, 2022

? 14th November, 2022

? 13th February, 2023

? 27th March, 2023

Attendance of Directors in Board Meeting

Sr. No. Name of Directors

No. of Board Meeting

 

Entitled

Attended

1 Ashish Goel

6

5

2 Vikas Munjal

6

5

3 Ashish Kumar Garg

6

6

4 Rakesh Wadhawan

6

6

5 Geetanjali Bansal

1

1

6 Sanjeev Kumar Pahwa

1

1

7 Shriya

5

5

Number of Committee Meeting

The Audit Committee met 4 Times during the financial Year ended March 31, 2023. The Stakeholders relationship Committee met 1 time during the financial year ended March 31, 2023. The Nomination and Remuneration Committee met 2 times during the Financial Year ended March 31, 2023. The Risk Management Committee met 2 times during the Financial Year ended March 31, 2023. Members of the committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

Additionally, during the financial year ended March 31, 2023 the Independent Directors held a separate meeting on 13th December, 2022 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements).

14. COMMITTEES OF THE BOARD

The Company has four committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Risk Management Committee which has been established as a part of the better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. AUDIT COMMITTEE:

During the year under review, meetings of Audit Committee were held on 26th May, 2022, 10th August, 2022, 14th November, 2022 and 13th February, 2023 and the attendance records of the members of the Committee are as follows:

Sr. No. Name

No. of Board Meeting

 

Entitled

Attended

1 Mr. Rakesh Wadhawan (Chairperson)

4

4

2 Ms. Shriya (Member)

4

pt>

4

3 Mr. Vikas Munjal (Member)

4

4

All the recommendations made by the Audit Committee in the Financial Year 2022-23 were approved by the Board.

II. NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, meetings of Nomination & Remuneration Committee were held on 26th May, 2022 and 27th March, 2023 and the attendance records of the members of the Committee are as follows:

Sr. No. Name

No. of Board Meeting

 

Entitled

Attended

1 Ms. Geetanjali Bansal (Chairperson)

1

1

2 Ms. Shriya (Chairperson)

1

1

3 Mr. Rakesh Wadhawan (Member)

2

2

4 Mr. Ashish Kumar Garg (Member)

2

2

The salient feature of the policy of Nomination & Remuneration Committee same has been disclosed under "Annexure 3".

III. STAKEHOLDER RELATIONSHIP COMMITTEE:

During the year under review, meeting of Stakeholder Relationship Committee was held on 3rd October, 2022 and the attendance records of the members of the Committee are as follows:

Sr. No. Name

No. of Board Meeting

 

Entitled

Attended

1 Ms. Shriya (Chairperson)

1

1

2 Mr. Vikas Munjal (Member)

1

1

3 Mr. Rakesh Wadhawan (Member)

1

1

IV. RISK MANAGEMENT COMMITTEE

During the year under review, meetings of Risk Management Committee were held on 14th November, 2022 and 13th February, 2023 and the attendance records of the members of the Committee are as follows:

Sr. No. Name

No. of Board Meeting

 

Held

Attended

1 Ms. Shriya (Chairperson)

2

2

2 Mr. Rakesh Wadhawan (Member)

2

2

3 Mr. Ashish Goel (Member)

2

2

15. PERFORMANCE EVALUATION OF BOARD

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 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

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 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. 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 performance of the chairman 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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

17. AUDITORS

17.1 Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, M/s Sunil Kumar Gupta & Co (Firm Registration No. 003645N), Chartered Accountants have been re-appointed as statutory auditors of the company at 27nd Annual General Meeting held on 30.09.2019 for a period of five years till the conclusion of 32nd AGM.

The Observations of the Statutory Auditors in their report read together with the Notes on Accounts are selfexplanatory and therefore, do not call for any further explanation and the said report does not contain any qualification, reservation, disclaimer or adverse remark and they has not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

17.2 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed of Ms. Divya Jain, Practicing Company Secretary (Membership No. A26426), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as Annexure 1.

17.3 Cost audit & records:

Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore, cost audit has not been conducted for the financial year 2022-23 and records are not maintained.

17.4 Internal Auditors

During the year, M/s. Sharma V K & Associates, appointed as internal Auditors in place of M/s. S Goyal and associates.

M/s. Sharma V K & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

The Internal Audited Report was submitted by the Internal Auditor for the purpose of Board consideration.

18. RISK MANAGEMENT FRAMEWORK

The Company recognizes Risk Management as an integrated, forward-looking and process-orientated approach. It has developed a Risk Framework that broadly encompasses: aligning risk appetite and strategy; enhancing risk response and reducing operational surprises. During the year, Risk Management Core Team comprising of representatives of various functions and business had carried out risk assessment exercise to identify the various significant risks

associated with the business operations and mitigation plans to address such risks. Material risks and mitigation plans were reviewed by the Risk Management Committee and then presented to the Board.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted vigil mechanism policy. This policy is posted on the website of company.

20. RELATED PARTY TRANSACTIONS

In order to transactions with related parties falls under the scope of section 188(1) of the Act, the 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 as per are as per Form AOC-2.

21. DISCLOSURES OF ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year, no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

22. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The observations made in the Auditors Report are self-explanatory and do not call for any further comments u/s 134(3) (f) of the Companies Act, 2013. The Auditors and Practicing Company Secretary have not made any qualifications in their respective report.

23. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. However, the Company is listed on Bombay Stock exchange, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of regulations 46 and para-C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance Report does not form part of this Board Report.

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

During the period under review there was no energy conservation, technology absorption and foreign exchange earnings and outgo.

25. ANNUAL RETURN

The Annual Return of the Company in form MGT-7 as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 will be available on the website of the Company at https://www.unimodeoverseas.in

26. AUDIT COMMITTEE RECOMMENDATIONS

During the financial year, all the recommendations of the Audit Committee were accepted by the Board.

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975.

The Ratio of Remuneration of each Director, Chief Financial Officer, Company Secretary of the Company for the FY-2022-23 is annexed at "Annexure-2".

28. CEO and CFO Certification

The certificate required under Regulation 17(8) of SEBI Listing Regulations, duly signed by the Chief Executive Officer and Chief Financial Officer of the Company was placed before the Board. The same is provided as "Annexure-5" to this report.

29. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans, guarantees and investment covered under the provisions of section 186 of the Companies Act, 2013.

31. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

There is no Subsidiary company or Joint Venture or Associate Companies of the Company.

32. LISTING OF SHARES

The Securities of the Company are listed on Bombay Stock Exchange. The Listing fee for the Financial Year 2022-23 has paid to the Bombay Stock Exchanges.

33. PREVENTION OF SEXUAL HARASSMENT

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

During the year, no order was passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

35. INSOLVENCY & BANKRUPTCY CODE, 2016

There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which impacts the business of the Company.

36. DIFFERENCE IN NUMBER OF VALUATIONS, IF ANY

There were no instances where your Company required the valuation for one time settlement or while taking any loan from the Banks or Financial Institutions.

37. NON-DISQUALIFICATION OF DIRECTORS

All the directors of the Company are non-disqualified and certificate for the same from the Practicing Company Secretary is annexed as "Annexure-4".

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been separately furnished in the Annual report and forms a part of the Annual report.

39. POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to Regulation 9 of SEBI (LODR), 2015 the company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9 (a) & Regulation 9 (b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the company on www.unimodeoverseas.in.

40. FRAUD REPORTING

There was no fraud disclosed during the Financial Year 2022-23.

41. CODE OF CONDUCT

The Board has laid down a Code of Conduct ("Code") for Board Members, Managerial Personnel and for Senior Management Employees of the Company. The Code has been posted on the Companys website at http://unimodeoverseas.in/policies1.php. All the Board Members and Senior Management Personnel has affirmed compliance with this Code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV of Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is guide to professional conduct for Independent directors and has been uploaded on the website of the company at following web link http://unimodeoverseas.in/Policies/code-of-conduct-of-independent- directors.pdf.

42. CAUTION STATEMENT

Statement in this Annual Report describing the Companys objectives, expectations or predictions may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

43. ACKNOWLEDGEMENTS

Your directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Banks, Central and State Governments, the Companys valued investors and all other business partners for their continued co-operation and excellent support received during the year. Your directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its growth.

For & On Behalf of The Board of Directors

M/S Unimode Overseas Limited

Registered Office: C 18 Shivaji Park,

Punjabi Bagh, New Delhi-110026

CIN:L51909DL1992PLC048444

Place: New Delhi

Date: 11.08.2023