unick fix a form and printers ltd Directors report

2.) STATE OF COMPANYS AFFAIRS:

There is No change in the Nature of the Business of the Company during the Financial Year. Despite of difficult market conditions, healthy competition in the market and lack of interest of the investors, the performance of your Company has been satisfactory to achieve the healthy growth for its stakeholders. The performance evaluations of the Company are as under;

Revenue: During the financial year 2022-23, the revenue of the Company has decrease from Rs. 7002.18 lacs to Rs. 6668.25 lacs it shows that the revenue of the Company decreased by 5% approx. as compared to previous financial year 2021-22.

Expenses: In Financial Year ended 31 March, 2023, the expense of the Company is decreased from Rs. 6662.96 lacs to Rs. 6369.37 lacs as compared to the previous financial year ended on 31 March, 2022. And the finance cost of the Company is increased by Rs. 31.52 Lacs as compared to the previous financial year 2021-22.Net Profit of the company decreased by Rs. 40.03 Lacs as compared to the previous financial year 2021-22.

3.) DIVIDEND:

Keeping in view the growth prospects of the Company the Board of your company has not recommended any Dividend for the Financial Year 2022-23.

4.) MATERIAL CHANGES AND COMMITMENTS:

The Company has not undergone any Material Changes during the Financial Year that may affect the Financial Worth of the Company in any way. There are No Significant and Material orders passed by the Regulators, Tribunals or Courts which can have a Significant impact on the status of the Company of being a going concern and Companys Operations in future.

5.) INTERNAL FINANCIAL CONTROL:

Your Directors state that there are adequate Internal Controls in the Company for ensuring the Smooth working of the Operations and growth of the organization

6.) MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

As the requirement under SEBI (LODR), 2015 the Management is required to prepare MDAR , for that reason it has been annexed as Annexure V forming part of this Report.

7.) REPORT ON CORPORAE GOVERNANCE:

Your Company has not been involved in any unethical Practices and has complied with all the Compliance related requirements. A detailed Report on Corporate Governance is required to be made by the Compliance Officer of the Company as per SEBI (LODR), 2015. The same has been annexed in the Report as Annexure VI.

8.) SUBSIDIARIES/ JOINT VENTURE / ASSOCIATE COMPANIES:

The Company has no Subsidiary/ Joint Venture/ Associate Company and hence is not required to prepare any Consolidated Financial Statement.

9.) DEPOSITS:

The Company has not accepted any Deposits during the Financial Year 2022-23 which are required to be reported as per Chapter V and Section 73 to 76 of the Companies Act, 2013.

10.) 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 year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors 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 as at March 31, 2023 and of the profit of the Company for the year ended on that date; c) The Directors 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) The Directors have prepared the annual accounts on a ‘going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

11.) EMPLOYEE STOCK OPTION:

During the year there has not been any issue of Equity shares to the Employees of the Company on differential basis. Hence, no such information is required to be filed under the provisions of Companies Act, 2013.

12.) AUDITORS AND AUDITORS REPORT:

The Shareholders at their 29^th Annual General Meeting (AGM) held on 30^th September, 2021 had approved the appointment of M/s. G.M.C.A & Co, Chartered Accountants, Ahmedabad (Firm Registration No. 109850W), Statutory Auditors to hold office for the period of five years from the conclusion of 29^th AGM till the conclusion of 34^th Annual General Meeting. The Auditors in their Audit report have not made any adverse remark, qualification or reservation

13.) ANNUAL REPORT:

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2022 has been uploaded on the website of the Company and the web link of the same is http://unickfix-a-form.com/investor-relation/

14.) CORPORATE SOCIAL RESPONSIBILITY:

As the Net Worth, Turnover and Net Profit are below the Limits as prescribed under Section 135 of the Companies Act, 2013 and Rule 9 of the Companies(Corporate Social Responsibility Policy) Rules, 2014, hence the Company is not required to contribute in CSR.

15.) DIRECTORS COMPOSITION:

Underneath a table has been provided consisting of the information regarding Directors of your Company.

* Mr. Andrew Haig Denny resign from the post of Director of the company w.e.f. 22^nd March,2023. * Mr. Shantilal Dhingarmal Chopra resign from the post of Independent Director of the company w.e.f. 13^th March,2023. # Mr. Khushi Rajendra Bhatt appoint as an Independent Director of the company w.e.f. 29^th July,2022.

16.) MEETINGS OF BOARD:

17.) COMMITTEE OF BOARD OF DIRECTORS:

Pursuant to section 178 and other applicable provisions of the Companies Act,2013 Company had constituted the following Board Committees

The composition of all committees has been stated under corporate governance report as an integral part of Annual Report.

18.) BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as mutually evaluated their performance along with the performance of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Various aspects such as Composition, Attendance, Duties, Obligations, etc. have been evaluated under this. The performance of the Directors was assessed individually and as a Whole.

19.) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS:

The particulars as required under the provisions of section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished keeping in view the nature of activities undertaken by the company during the year under review. Information required under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed in Annexure ‘Aand forms part of the report.

20.) REMUNERATION TO DIRECTORS:

The remuneration paid to Executive, Non-Executive and Independent Directors are disclosed in the extract to the Annual Return in Form MGT-7.

21.) RISK MANAGEMNT POLICY:

Major concern to your Company is monsoon. Our customer list is still dominated by pesticide majors. A good monsoon means good business for them which translate into large orders for us. The management try to develop the Pharma Clientele which dilute the risk of monsoon. Further that the competitive environment of the business, new technological up gradation, financial and debts market position, credit cycle etc. are the other risks involved, however, the company is forming strategies forehand

22.) VIGIL MECHANISM:

Company has vigil mechanism in force to deal with instance of fraud and mismanagement, if any. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also contacted by employees to report any suspected or concerned incident of fraud/ misconduct.

23.) SECRETERIAL AUDIT:

The board has appointed CS Vishakha Agrawal, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does contain qualification, reservation or adverse remark on formation of Financial Statements and Board will take action against it.

24.) COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section are not applicable, hence your company need not required to appoint Cost Auditor for the financial year 2022-23.

25.) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND

SECURITIES PROVIDED:

The company has not given any loan, done any investment or provided any guarantee under Section 186 of the Companies Act, 2013.

26.) RELATED PARTY TRANSACTION:

There is no contract or agreement entered into by the company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013.

27.) DISCLOUSER UNDER THE SEXUAL HERASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013:

Unick Fix-a-form & Printers Limited is to provide the healthy environment to its employees, the company has in place a prevention of the Sexual Harassment Policy and an internal complaints committee as per the requirements of sexual harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013. The policy is available on companys website:www.unickfix-a-form.com

28.) DECLARATON BY INDEPENDENT DIRECTORS:

Your company has received declaration from all the independent directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with schedules and rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulation (including any statutory modifications(s) or re-enactment(s) for the time being in force).

29).DISCLOUSER REQUIREMENT:

As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock exchanges, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report. Details of the familiarization programme of the independent directors are available on the website of the Company www.unickfix-a-form.com During the year the company has not transferred any amount to General reserve

30.) REMUNERATION POLICY:

In accordance of section 178 and other applicable provisions of companies Act 2013 read with rules there under and applicable regulations of SEBI (Listing Obligation And Disclosure) Requirements, 2015 the board has formulated the nomination and remuneration policy of your company on the recommendations of nomination and remuneration committee; the policy is available on companys website:www.unickfix-a-form.com

31.) CHANGE IN SHARE CAPITAL

During the financial year 2022-23, there was change in capital structure of the company. The Authorised Capital was 6,00,00,000 is increased at present authorised capital is 20,00,00,000 and Paid-up Share Capital was 5,48,50,000. Further that the Company:

(a) Has not allotted any shares with differential rights during the year, hence there is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rule, 2014.

(b) Has not allotted any sweat equity shares during the year, hence there has not been anything to disclose under provisions of section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rule, 2014.

(c) Has not made any further issue of share capital during the year, hence there has not been anything to disclose under provisions of section 62(1)(b) of the Act read with Rule 12(2) of the Companies (Share Capital and Debenture) Rule, 2014.

32.) APPRECIATION:

Your Director wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendor and Shareholders during the year under review. Your Director also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and workers of the Company