Unimode Overseas Ltd Directors Report.

TO,

THE MEMBERS OF,

UNIMODE OVERSEAS LIMITED.

The Board of Directors is pleased to present the 27th 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, 2019.

1. FINANCIAL PERFORMANCE

(In Rs.)
Particulars Year ended March 31, 2019 Year ended March 31, 2018
Total Income 6,66,942.00 61,23,498.00
Total Expenditure 25,46,124.00 69,31,850.00
Profit/(Loss) Before Tax (18,79,182.00) (8,08,352.00)
Current Tax

Minimum Alternate T ax

22,022.00 4325.00
Profit/(Loss) After Tax (19,01,204.00) (8,12,677.00)
Balance brought forward from previous year (50,49,903.00) (4,93,31,789.00)
Capital Reduction during the year - 4,50,94,563.00
Balance Profit/Loss carry forward to the next year. (69,51,107.00) (50,49,903.00)

2. FINANCIAL PERSPECTIVE OF THE YEAR

Revenue from operation for the year ended March 31, 2019 was Rs. 5,00,000/- as compared to the revenue for the previous year was Rs. 61,23,498/-. During the year the Company incurred loss amount of Rs. 19,01,204/-. EPS for the year is Rs. (3.79) per share as compared to Rs. (0.16) 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, 2019 was Rs. 50,10,500/- During the year the company has done the Consolidation of Shares to increase the Face Value per Share from Re. 1/- to Rs. 10/- of Paid up Share Capital from Rs. 50,105,070 (Rupees Five Crores One Lac Five Thousand and Seventy) consisting of 50,10,507 (Fifty lacs, Ten Thousands and Five Hundred Seven) Equity Shares of Rs. 1 (Rupee One) to Rs. 5,010,500 (Rupees Fifty Lacs Ten Thousand and Five Hundred) consisting of 5,01,050 ( Fife Lacs One Thousand and Fifty) Equity Shares of Rs. 10/-(Rupee Ten) each.

5. RESERVE

The loss of Rs. 19,01,204/- incurred 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 2018-19.

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

There is no Material changes held during the said period.

8. MATERIAL CHANGES DURING THE YEAR There are no Material changes held during the year.

9. 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.

10. 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.

11. 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, 2019, 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.

12. 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.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

The Independent Directors of the Company have submitted a declaration under Section 149(7) of the Companies Act, 2013 that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

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.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. D.K. Mahawar, Chief Executive Officer, Ms. Diksha Sharma, Chief Financial Officer and Ms. Anamika Paliwal, Company Secretary. As Mrs. Preeti Sharma resigned from the post of Company Secretary w.e.f. 29th March, 2019, Board of the company appointed Ms. Anamika Paliwal as the Company Secretary of the Company w.e.f. 29th March, 2019.

14. BOARD AND COMMITTEE MEETING

Number of Board Meetings

The Board of Directors met 8 times during the financial year ended March 31, 2019 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.

8 Board meetings were held as under:

• 29th May, 2018

• 10th December,2018

• 8th August, 2018

• 1st February, 2019

• 1st September, 2018

• 13th February, 2019

• 22nd October, 2018

• 29th March, 2019

• 14th November, 2018

Attendance of Directors in Board Meeting

Sr. No. Name of Directors

No. of Board Meeting

Held Attended
1 Ashish Goel 9 8
2 Satish Kumar Gupta 9 8
3 Sanjeev Pahwa 8 7
4 Vikas Munjal 9 5
5 Rakesh Wadhawan 9 8
6 Geetanjali Bansal 9 8

Number of Committee Meeting

The Audit Committee met 4 Times during the financial Year ended March 31, 2019. The Stakeholders relationship Committee met 1 time during the financial year ended March 31, 2019. The Nomination and Remuneration committee met 2 times during the Financial Year ended March 31, 2019. 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, 2019 the Independent Directors held a separate meeting on 13 th February, 2019 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).

15. 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, meeting of Audit Committee were held on 29th May, 2018, 8th August, 2018, 14th November, 2018 and 13th February, 2019 and the attendance records of the members of the Committee are as follows:

Sr. No. Name

No. of Board Meeting

Held Attended
1 Geetanjali Bansal (Chairperson) 4 4
2 Rakesh Wadhawan (Member) 4 4
3 Vikas Munjal (Member) 4 3

All the recommendation made by the Audit Committee in the Financial Year 2018-19 were approved by the Board.

II. NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, meeting of Nomination & Remuneration Committee was held on 29th May, 2018 and 29thMarch, 2019 and the attendance records of the members of the Committee are as follows:

Sr. No. Name

No. of Board Meeting

Held Attended
1 Geetanjali Bansal (Chairperson) 2 2
2 Rakesh Wadhawan (Member) 2 2
3 Satish kumar Gupta(Member) 2 2

The salient feature of the policy of Nomination & Remuneration Committee same has been disclosed under Annexure 4.

III. STAKEHOLDER RELATIONSHIP COMMITTEE:

During the year under review, meeting of Stakeholder Relationship Committee was held on 29th May, 2018 and the attendance records of the members of the Committee are as follows:

Sr. No. Name

No. of Board Meeting

Held Attended
1 Satish kumar Gupta (Chairperson) 1 1
2 Vikas Munjal (Member) 1 1
3 Ashish Goel (Member) 1 1

IV. RISK MANAGEMENT COMMITTEE

During the year under review, meeting of Stakeholder Relationship Committee was held on 29th May, 2018 and the attendance records of the members of the Committee are as follows:

Sr. No. Name

No. of Board Meeting

Held Attended
1 Satish kumar Gupta (Chairperson) 1 1
2 Vikas Munjal (Member) 1 1
3 Ashish Goel (Member) 1 1

16. 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

M/s Sunil Kumar Gupta & Co (Firm Registration No.003645N), Chartered Accountants have been appointed as statutory auditors of the company at 22nd Annual General Meeting held on 29.09.2014 for a period of five years subject to ratification by members at every consequent Annual General Meeting. Pursuant to Section 139 of the Companies Act, 2013 an Auditor firm can be appointed for Two consecutive terms of Five Years. In reference to this section the Audit Committeein its meeting held on 27th August, 2019 recommended the appointment of M/s Sunil Kumar & Co. for another term of Five years..

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 have not made any qualifications in their report.

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 Mrs. Anita Aswal, Practicing Company Secretary (Membership No. A37019), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ‘Annexure 1.

17.3 INTERNAL AUDITORS

M/s Anil Meenu & Company, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

18. RISK MANAGEMENTFRAMEWORK

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

None of the transactions with related parties falls under the scope of section 188(1) of the Act. 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.

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 goingconcern 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 have not made any qualifications in their report.

23. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed o 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. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 2".

26. AUDIT COMMITTEE RECOMMENDATIONS

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

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-2018-19 is annexed at "Annexure-3".

28. 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.

29. 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.

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

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

31. LISTING OF SHARES

The Securities of the Company are listed on Bombay Stock Exchange. The Listing fee for the Financial Year 2019-20 has been paid to the Bombay Stock Exchanges.

32. PREVENTION OF SEXUAL HARRASMENT

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.

33. NON-DISQUALIFICATION OF DIRECTORS

All the directors of the Company are non-disqualified and certificate for the same from the Practising Company Secretary is annexed as Annexure-8.

34. 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.

35. 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.

36. FRAUD REPORTING

There was no fraud disclosed during the Financial Year 2018-19.

37. 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.

38. 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:
304A/10178, IIIrd Floor, Ravinder Plaza, Abdul
Aziz Road, Karol Bagh, New Delhi-110005
CIN:L51909DL1992PLC048444
Vikas Munjal Ashish Goel
Place: New Delhi Director Director
Date: 02.09.2019 DIN:01886826 DIN:00367103