unison metals ltd Directors report

Dear Members,

Your Directors are pleased to present the 33^rd Annual Report of the Company covering the operating and financial performance together with the Audited Financial Statements and the Auditors Report thereon for the Financial Year ended on March 31, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2023 is summarised below:

(Rs. in Lakhs)

Financial Results	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	11,036.16	9,334.35	23,692.34	15,872.82
Other Income	88.55	83.58	166.37	118.31
Total Income	11,124.71	9,417.94	23,858.71	15,991.13
Profit/loss before	571.04	706.58	1,123.72	1,049.00
Depreciation, Finance Costs,
Exceptional items and Tax
Expense
Less: Depreciation/	124.95	231.29	315.78	340.16
Amortization
Profit /loss before Finance	446.09	475.29	807.94	708.84
Costs, Exceptional items and
Tax Expense
Less: Finance Costs	348.46	336.81	567.28	509.44
Profit /loss before	97.63	138.48	240.66	199.40
Exceptional items and Tax
Expense
Add/(less): Exceptional items	0	0	0	0
Profit / (Loss) before Tax	97.63	138.48	240.66	199.40
Expense
Less: Tax Expense
(a) Current tax	44.46	61.64	66.18	81.73
(b) Prior period tax	9.32	0	9.03	0
(c) Deferred tax	(18.50)	(22.80)	0.41	(31.85)
Profit / (Loss) for the year	62.35	99.64	165.04	149.52
Share of profit/loss of associates	0	0	4.23	(11.15)
Profit /loss for the year (1)	62.35	99.64	169.27	138.37
Add: Comprehensive Income/ loss for the year (2)	2.30	2.00	7.34	3.44
Total Comprehensive	64.65	101.64	176.61	141.81
Income (1+2)

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided it would be prudent, not to recommend any Dividend for the year ended on 31^st March, 2023 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

TRANSFER TO RESERVES

During the year under review, Company has transferred Rs. 64.65/- Lakhs to reserves.

STATE OF COMPANY AFFAIRS

During the year under review, company made Total Income of Rs. 11,124.71/-(in Lakhs) as against Rs. 9,417.94/- (in Lakhs) in the previous year. The company has made Profit before Depreciation, Finance, Costs, Exceptional items and Tax Expense of Rs. 571.04/- (in Lakhs) against profit of Rs. 706.58/- (in Lakhs) in the previous year in the financial statement.

Your Company made net profit of Rs. 62.35/- (in Lakhs) as against net profit of Rs. 99.64/- (in Lakhs) in the previous year in the financial statement.

CAPITAL STRUCTURE

Authorised Share Capital:

The Authorized Share Capital of your Company as on March 31, 2023 stood at Rs. 24,25,00,000/- (Rupees Twenty Four Crore Twenty Five Lakhs Only) divided into 2,42,50,000 (Two Crore Forty Two Lakh Fifty Thousand) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each and Rs. 75,00,000/- (Rupees Seventy Five Lakhs Only) divided into 7,50,000 (Seven Lakh Fifty Thousand) Redeemable Preference Shares of the face value of Rs. 10/- (Rupees Ten Only) each.

Paid Up Share Capital:

During the year under review, the company has not allotted any shares. The issued capital as on March 31, 2023 stood at Rs. 16,02,10,000/- (Rupees Sixteen Crore Two Lakh Ten Thousand Only) divided into 1,60,21,000 (One Crore Sixty Lakh Twenty One Thousand) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Directors Report.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the year under review, the company has made alteration in the existing Object Clause of the Memorandum of Association of the Company by adding 3 new clauses after the existing sub-clause 2 in Clause III (a) of the Memorandum of Association vide Special Resolution by way of Postal Ballot on 30^th April, 2022.

ALTERATION OF ARTICLES OF ASSOCIATION

During the year under review, there is no alteration made in Article of Association (AOA) of the Company.

LISTING FEES WITH STOCK EXCHANGE

The Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016

("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

During the year under review, the Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

The Company has one subsidiary named M/s. Chandanpani Private Limited as on March 31, 2023. There are no associates or joint venture companies within the meaning of Section 2(6) of the

Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form AOC-1 is attached to the director report of the Company in Annexure I.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company i.e. www.unisongroup.net.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment/ Re-Appointment:

During the year under review, the Company has on the recommendation of the NRC appointed Mr. Narendra Thakkar (DIN: 09620772) as Additional Independent Director (Non-Executive) with effect from 30^th May, 2022 who has been regularized as Independent Director vide Special Resolution passed postal ballot on Monday, 29^th August, 2022.

Further the Company has on the recommendation of the NRC re-appointed Mr. Tirth Uttam Mehta as Managing Director for period of 5 years with effect from September 2, 2022 vide Special Resolution passed at the Annual General Meeting held on 30^th September, 2022.

Retire by Rotation:

Mr. Tirth Uttam Mehta (DIN: 02176397), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

Cessation:

During the year under review, there is no cessation of director from the Board.

Independent Directors:

The following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and Regulation 17 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015:

? Mr. Prakash Jaswantraj Rajyaguru ? Ms. Manishaben Bipinchandra Panchal ? Mr. Narendra Thakkar

Key Managerial Personnel:

Name of Director	Designation
Maheshbhai Vishandas Changrani	Whole time Director
Tirth Uttam Mehta	Managing Director
Roshan Gulabchand Bothra	Chief Financial Officer
Mitaliben Ritesh Patel	Company Secretary & Compliance Officer

DECLARATIONS OF INDEPENDENT DIRECTORS

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. These declarations have been placed before and noted by the Board.

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 financial year ended on March 31, 2023, the applicable accounting standards had 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 March 31, 2023 and of the profit of the Company for that period;

c) They 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 to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The details of the meetings of Board of directors and its Committees convened during the Financial Year 2022-23 are set out in the Corporate Governance Report, which forms part of this Report.

BOARD COMMITTEES

The Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board of Directors: ? Audit Committee

? Stakeholders Grievances and Relationship Committee

? Nomination and Remuneration Committee

The details with respect to the compositions, powers, terms of reference and other information of relevant committees are given in details in the Corporate Governance Report which forms part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations which has framed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees which sets out criteria for the remuneration of Directors, Key Managerial Personal (‘KMP) and other employees so as to attract, retain and reward talent who will contribute to our long-term success and thereby build value for the shareholders. The Committee reviews and recommend to the Board of Directors about remuneration for Directors, Key Managerial Personnel and other. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial. The Nomination and Remuneration Policy is also available on the website of the Company www.unisongroup.net in the head of Policies.

CODE OF CONDUCT

For Board of Directors and Senior Management Group, the Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the

Company. The main object of the Code is to set a benchmark for the Companys commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.

All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2023 as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company www.unisongroup.net.

FOR PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted ? Code of Practices for Prevention of Insider Trading and

? Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company.

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code.

VIGIL MECHANISM

The Company has established a Vigil Mechanism/ Whistle-blower policy in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee to report actual or suspected unethical behavior, fraud or violation of the Companys Code of Conduct/ ethics/ principles and matters specified in the Policy.

The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel has been denied access to the Audit Committee. The Compliance officer and Audit Committee is mandated to receive the complaints under this policy. The Board on a yearly basis is presented an update on the whistleblower policy. Whistle Blower policy is available on the website of the Company at www.unisongroup.net. The Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy.

During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Companys Whistle Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any of such information.

BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors.

The Board sought the feedback of Directors on various parameters including:

? Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); ? Structure, composition, and role clarity of the Board and Committees; ? Extent of co-ordination and cohesiveness between the Board and its Committees;

? Effectiveness of the deliberations and process management; ? Board/Committee culture and dynamics; and

? Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the

Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

? Knowledge

? Professional Conduct

? Comply Secretarial Standard issued by ICSI Duties, ? Role and functions

2. For Executive Directors:

? Performance as leader

? Evaluating Business Opportunity and analysis of Risk Reward Scenarios ? Key set investment goal ? Professional conduct and integrity ? Sharing of information with Board.

? Adherence applicable government law

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &

Redressal) Act, 2013 ("POSH Act") and Rules made there under, the Company has formed Internal

Complaints Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act. The composition of Internal Complaints Committee is as follows:

Sr. No.	Name of the Member	Designation
1.	Ms. Mitaliben Ritesh Patel	Company Secretary
2.	Mrs. Rashi Tirth Mehta	Marketing Manager
3.	Mr. Tirth Uttam Mehta	Managing Director

During the year under review, there were no complaints reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

AUDITORS

STATUTORY AUDITORS:

In the 32^nd Annual General Meeting (AGM) held on 30^th September, 2022 M/s Jain Kedia and Sharma, Chartered Accountants (ICAI Firm No. 103920W) were re-appointed as Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the Annual General Meeting of the Company in the year 2027. The Company has received letter from M/s Jain, Kedia and Sharma, Chartered Accountants, to the effect that their appointments, if made would be within the prescribed limits of Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.

The Standalone and Consolidated Auditors Report for the financial year ended on March 31, 2023 have been provided in "Financial Statements" forming part of this Annual Report.

The report of the Statutory Auditor have not made any adverse remarks in their Audit Report except qualified opinion on The Groups investment in the Chandanpani Enterprise (the "Associate"), an associate accounted for by the equity method, is carried at Rs. 213.75 lacs on the consolidated balance sheet as at March 31, 2023, and the Companys share of the Associates net loss of Rs. 4.23 lacs is included in the Companys income for the year then ended. The Associate has an investment in a foreign entity which is carried at Rs. 201.60 lacs in its accounts as at March 31, 2023. We were unable to obtain sufficient appropriate audit evidence about the fair value of Associates investment in the foreign entity as at March 31, 2023 because of unavailability of its financial information. Consequently, we were unable to determine whether any fair value adjustments to the carrying amount of the foreign entity were necessary. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013, M/s. Jain Jitendra & Co (FRN: 113085W) has been appointed on 30^th May, 2022 as the internal auditor of the company for the Financial Year 2022-23 and continues until resolved further. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. G R Shah & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2023. The Secretarial Audit Report in Form MR-

3 for the financial year ended on March 31, 2023 is attached as Annexure II to the Directors Report and forming part of this Annual Report.

The report of the Secretarial Auditor have not made any adverse remarks in their Audit Report except:

a) The Company has not appointed Independent Director as per the requirement under Regulation 18(1) and 19(1)/19(2) of SEBI (LODR) Regulations, for the constitution of audit committee and nomination and remuneration committee for the quarter ended 31st March, 2022.

Reply: We have paid the penalty for the non-compliance and appointed the Independent Director on 30.05.2022.

b) The Company has not make disclosure of Related Party Transactions within fifteen days from the date of publication of its standalone and consolidated financial result for the half year ended on 30^th September, 2022.

Reply: We gave the disclosure within 16 Days from the date of publication of its standalone and consolidated financial result and paid the penalty of Rs.5900 regarding the same.

c) The Company has delayed the Announcement of Newspaper Advertisement of Financial Results for the quarter ended 30th June, 2022 on Stock Exchange and attach the last quarter copy of newspaper advertisement.

Reply: We had given advertisement in newspaper on 15.08.2022 and announcement made on the BSE on 17.08.2022 but mistakenly attached last quarter newspaper advertisement.

d) The Company has given the undertaking of non-applicability of Large Entity for the year ended on March 31, 2022 to the stock exchange beyond 30 days from the beginning of the Financial Year.

Reply: The Company does not fall under the criteria.

e) The Company has filed Corporate Governance Report with the following Non-Compliance: Nomination and remuneration committee of company should have 3 directors and it has 2 directors.

Reply: We have filed the Revised Corporate Governance with the stock exchange.

f) Summons for personal appearance before the investigating authority on June 29, 2022 appointed by SEBI to investigate in the matter of stock recommendations using social media Telegrams channels where there is reason to believe that transactions in securities are being dealt with in a manner detrimental to the investor.

Reply: Mr. Tirth Uttam Mehta has presented before the investigation authority and the matter is pending with the authority.

DETAILS OF FRAUD REPORTING BY AUDITOR

During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with Secretarial standards and its provisions and is in compliance with the same.

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No. MGT-7 for the financial year 2022-23 will be available on the website of the Company (www.unisongroup.net). The due date for filing annual return for the financial year 2022-23 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (www.unisongroup.net) as is required in terms of Section 92(3) of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

Pursuant to the Regulation 34(3) read with Schedule V Part C of the Listing Regulations, a "Report on Corporate Governance" is given separately, forming part of this Annual Report. Pursuant to Regulation

34(3) read with Schedule V, Part E of the Listing Regulations, the Certificate from M/s. G.R Shah, Practicing Company Secretary, Ahmedabad confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as

Annexure III.

CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall under the mandatory bracket of Corporate Social Responsibility as required under Section 135 of the Companies Act, 2013, hence Company has not taken any initiative on Corporate Social Responsibility.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 3, 6 to the standalone financial statement).

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning of the year were Rs. 334.52/- (in Lakhs) and at the close of year was Rs. 204.99/- (in Lakhs).

The Funds has been given out of Directors own Funds and is not being given out of funds acquired by borrowing from others.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year ended on 31^st March, 2023 were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act. There were Related Party Transactions made by the Company during the year that required shareholders approval.

The Company has entered into related party transactions which fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 are given in Annexure IV of this Director Report for the F.Y 2022-23.

Details of other related party transactions have been included in Note 28 to the standalone financial statements and Note 28 to the consolidated financial statements. The Policy on the Related Party

Transactions is available on the Companys website at www.unisongroup.net.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the Company undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio to median remuneration Executive Director	% increase in remuneration in the financial year
Maheshbhai Vishandas Changrani	2.67	-
Tirth Uttam Mehta	10.27	-
	Chief Financial Officer
Roshan Gulabchand Bothra	2.68	21.98
	Company Secretary
Mitaliben Ritesh Patel	1.00	7.14

2. The percentage increase in the median remuneration of employees in the financial year: 132.25%

3. The number of permanent employees on the rolls of Company: 21

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salary of employees other than the managerial personnel in the last financial year is 10%. Managerial remuneration increased by 20% due to their individual performance, internal parity and market competitiveness.

5. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the provisions of Section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of Energy, Technology Absorption, Foreign exchange earnings is attached with Annexure V.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During the year under review, there were no significant and/or material orders passed by any Court or

Regulator or Tribunal, which may impact the going concern status or the Companys operations in future.

INDUSTRIAL RELATIONS

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report is to be given only by top 500 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2023.

MAINENTANCE OF COST RECORD

In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records. Cost records are made and maintained by the Company as required under Section 148(1) of the Act.

DEMATERIALISATION

The Demat activation number allotted to the Company is ISIN INE099D01018. The company is holding its shares in dematerialized form only.

INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

ACKNOWLEDGMENTS

The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.

PLACE: AHMEDABAD	By Order of the Board
DATE: 02.09.2023	For, UNISON METALS LIMITED
Sd/-		Sd/-
Maheshbhai Changrani		Tirth Uttam Mehta
Wholetime Director		Managing Director
DIN: 00153615		DIN: 02176397

Registered Office: Plot No 5015, Phase 4,

Ramol Char Rasta, GIDC, Vatva Ahmedabad 382445 Tel: (079)-25841512 Website: www.unisongroup.net CIN: L52100GJ1990PLC013964