<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 |
+91-9892691696
