unimers india ltd Management discussions

a. Industry Structure and Developments

The Companys manufacturing operations have been closed since June 26, 2008.

b. Opportunities and Threats

The Company continues to pursue various business re-engineering proposals, including the recommencement / relocation of its manufacturing operations.

c. Risks and Concerns

The high debt portfolio, in the absence of any revenue stream, is currently a major cause for concern

d. Internal Control Systems and their Adequacy

Necessary internal control systems are being maintained in all departments. These internal control procedures are adequate and commensurate with the size of the Company and the nature of its business. Considering the absence of production activity and stable revenue stream, the company has not appointed any outside firm for carrying out internal audit.

e. Financial and Operational Performance

Subsequent to the closure of the manufacturing operations from June 26, 2008, there is nothing significant to report.

f. Outlook

While the immediate financial outlook is a cause for concern, the management continues to explore various options in the larger interests of all the stakeholders.

g. Material Developments in Human Resources / Industrial Relations fronts

Consequent upon the closure of the manufacturing operations, there is no activity on this front.

h. Cautionary Statement

This Report deals with the Companys objective, estimates, expectations and forecasting which may be forward looking within the meaning of applicable Security Laws and/or Regulations. The aforesaid statements are based on certain premises and expectations of future events as such the actual results may differ materially from those expressed or implied. Government Regulation, Tax structure, demand-supply conditions, cost of raw materials & their availability, finished goods prices and economic development within India and the countries with which the Company has business relationship will have an important bearing on the statements in the above report.

The foregoing discussions and analysis only sets out the managements perception of the Companys operational environment in the coming months, which by its very nature is uncertain and may undergo substantial changes in view of the events taking place later. Thus, the Company should not and need not be held responsible, if, which is not unlikely, the future turns to be something quite different, even materially. Subject to this management cautionary statement this discussion and analysis should be perused.

ANNEXURE II Management Comments on Statutory Auditors Qualifications

• Auditors qualifications and remarks are largely self-explanatory and also addressed appropriately in the various Notes to Accounts.

• In the matters of amounts due to various creditors (secured and unsecured), including interest amounts payable (whether provided for or not), the Company is in discussions with the parties concerned and is hopeful of arriving at satisfactory settlements on terms which may not be adverse to amounts already provided for in the books of accounts.

ANNEXURE III Management Comments on Secretarial Auditors Qualifications

• Qualifications are largely self explanatory, and where appropriate, have also been addressed in the Corporate Governance Report, the Board Report, and Notes to Accounts and in the Secretarial Audit Report itself.

• In the matters relating to Key Management Personnel and other appointments, as mentioned in the Report, the Company continues to search for suitable candidates taking into account the current operational status as well as financial condition.

• On account of default by Company in payment of fees to CDSL and NSDL, the Companys RTA was unable to download shareholding and related data from the websites of the custodians. Since the required information could not be provided to the practicing company secretary, the Company was unable to obtain and file certificates required under Regulation 7(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996 for the quarter ended March 31, 2016. The Company hopes to comply with the requirements shortly.

• The Company has largely implemented the procedural and technical requirements of the various provisions of the Companies Act, 2013 and the Listing Agreement and is in the process of updating its remaining documentation.