Unistar Multimedia Ltd Directors Report.

For the Financial Year Ended on 31st March, 2020

Dear Shareholders,

Your Directors have great pleasure in presenting the 29th Directors Report together with the Audited Balance Sheet as at 31st March, 2020 and Profit & Loss Account for the year ended on that date.

FINANCIAL HIGHLIGHTS:

The Companys performance during the year ended 31st March, 2020 as compared to the previous financial year, is summarized below:

(Amount in Rs.)

Particulars

Standalone Year ended

Consolidated Year ended

31st March, 2020 31st March, 2019 31st March, 2020 31st March, 2019
Revenue & other Income 1,290,621 454,378 1,290,621 454,378
Total Expenses 1,699,936 715,513 1,699,936 715,513
Profit before Tax (409,315) (261,136) (394,839) (264,349)
Tax Expenses:
Current Tax/ Deferred tax 820 855 820 855
Net profit for the year (410,135) (261,990) (395,659) (265,203)
Other comprehensive (loss)/income for the year -- -- -- --
Total comprehensive income for the year (410,135) (261,990) (395,659) (265,203)
Total comprehensive income for the period attributable to:
Minority Interest -- -- -- --
Share of Profit/(Loss) from Associates -- -- 14,477 (3213)
EPS:
- Basic (0.04) (0.03) (0.04) (0.03)
- Diluted (0.04) (0.03) (0.04) (0.03)

PERFORMANCE OVERVIEW:

The total income of the Company for the year under review was Rs. 1,290,621/-(previous year Rs. 454,378). During the year the Company has a net loss of Rs. 410,135/- as compared to net loss of Rs. 261,990/- in previous year.

IMPACT OF COVID-19 PANDEMIC:

The uncertainty around the course of the COVID-19 pandemic started in March leading to governments across the world initiating lockdowns, which lead to staff working from home, which abruptly affected our business and operations in the last month of Financial Year 2019-2020. As the disruption continues in the Financial Year 2020-2021, its major impact on global economics will be seen in the quarters ahead. We need to accept the new normal for working until the situation permits - be it in the corporate office, directors meetings, etc.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the Financial Year 2019-2020 and Company Share Capital as on 31.03.2020 stood at Rs. 100,007,000/-.

DIVIDEND:

In view of loss occurred, your Directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

STATE OF AFFAIRS OF THE COMPANY:

The main business activity of the company is of Films production, T.V. Serials, Music Video and Distribution. The company runs through persons having relevant experience and expertise in the concerned area of operations of the company with motive to take the company at a new stage from where it currently stands.

BOARD OF DIRECTORS:

As on 31st March, 2020, the Board comprised of 02 (Two) Executive Directors- Mr. Suresh Bafna- Director and Mrs. Darshika Shah- Managing Director and 02 (Two) Non-Executive Independent Directors. Based on the confirmations/disclosures received from the Directors under Section 149(7) of the Companies Act 2013 and Regulation 16(1)(b) and 25 of SEBI (LODR) Regulations, 2015 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:

a) Mr. SumeethKumar Haran

b) Ms. Renukka Marwah

MEETINGS OF THE BOARD:

The Board met 09 (Nine) times during the financial year 2019-2020, i.e. on 30th May, 2019, 04th June, 2019, 13th August, 2019, 03rd September, 2019, 11th November, 2019, 09th December, 2019, 14th February, 2020, 27th February, 2020 and 19th March, 2020. The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Darshika Shah (DIN: 07143261) Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

During the year under review following changes has occurred in the Board/ KMPs of the Company:

1. The Board appointed Mr. Harushraj Shetty as CFO (Chief Financial Officer) with effect from 01st June, 2019, who has resigned from the post with effect from 03rd September, 2019 and was replaced by Mrs. Thejaswini Gowda who was appointed with effect from 03rd September, 2019, who then resigned from the said post with effect from 07th December, 2019 thereafter Mr. Milinath Gavas was appointed with effect from 09th December, 2019;

2. Ms. Kanchan Kaku was appointed as Company Secretary and Compliance Officer of the Company w.e.f 04th June, 2019;

3. Mr. Devendra Sanghvi, Non-executive Independent Director has resigned from the Company with effect from 26th February, 2020 due to his pre occupation;

4. The Board appointed Ms. Renukka Marwah as Non-executive Independent Director of the Company with effect from 27th February, 2020.

5. Re-appointment of Mrs. Darshika Shah as Managing Director with effect from 30th March, 2020 for further term of 5 (five) years.

The Company has formulated code of conduct on appointment of directors and senior management. This code of conduct can be accessed on the website of the Company at the link http: / /www.unistarmulti.com/images/Miscellaneous % 20Docs/PDF/code% 20of% 20conduct % 20for % 20 directors % 20and % 20senior % 20management.pdf

Additional Information on directors recommended for appointment/re-appointment as required under Regulation 36 (3) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 at ensuing Annual General Meeting are given in the Notice convening 29th Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013 and according to the information and explanations received by the Board, your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the loss of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 were operating effectively; and

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

DECLARARTION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company under sub-section (7) of Section 149 of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committees effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the nomination and remuneration committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committees of the Company. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-executive Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure- I, further the same is also available on the website of the Company viz. http://www.unistarmulti.com/investor- relations.htm

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Policy Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable. Further disclosure of transactions with related parties is set out as part of the financial statements.

The Policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the website of the Company at the link http://unistarmulti.com/images/Policies/PDF/related%20party%20transaction%20policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, the provisions related to CSR were not applicable to the Company.

CORPORATE GOVERNANCE:

Corporate Governance is about maximizing shareholders value legally, ethically and sustainability. At Unistar Multimedia Limited, the goal of Corporate Governance is to ensure fairness for every stakeholder. We believe Corporate Governance is critical to enhance and retain investor trust. Our Board exercises its judiciary responsibilities in the widest sense of the term. We also endeavour to enhance longterm shareholder value and respect minority rights in all our business decisions. As per regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by your Company, together with a certificate on compliance with corporate governance norms under the Listing Regulations and forms part of this Annual Report as Annexure -II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Companys operations forms part of this Annual Report as Annexure -TIT-

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2019-2020 to the said Stock Exchange.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employees remuneration are appended to this report as Annexure- IV.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of

directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the report of Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2019-2020, no employee or director was denied access to the Audit Committee http://unistarmulti.com/images/Policies/PDF/whistle%20blower%20policy.pdf

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide a safe, healthy and congenial atmosphere irrespective of cast, creed or social class of the employee. Your Company affirms that during the financial year under review, there were no complaints reported under the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is the disclosure:

Sr.No. Particulars No. of Complaints
a. Number of complaints filed during the financial year Nil
b. Number of complaints disposed of during the financial year Nil
c. Number of complaints pending as on end of the financial year Nil

RISKS AND AREAS OF CONCERN:

Your Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

STATUTORY AUDITORS:

Two consecutive term of office of M/s. Dhruvaprakash & Co., Chartered Accountants, Mumbai (having FRN: 117674W), as Statutory Auditors of the Company have been completed with the conclusion of 29th Annual General Meeting.

Hence the Board of Directors of the Company have, subject to approval of the Members on recommendation of the Audit Committee recommended for the appointment of M/s. S.K. Maharugade & Co., Chartered Accountants, Mumbai (having FRN: 129839W) as the Statutory Auditors at the ensuing Annual General Meeting for a period of five years i.e. to hold office from the conclusion of this Annual General Meeting of the Company till the conclusion of Annual General Meeting of the Company to be held in the year 2025.

A resolution proposing reappointment of M/s. S.K. Maharugade & Co, Chartered Accountants, as Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with.

The Auditors Report for the year ended 31st March, 2020 does not contain any qualification, reservation or adverse remark. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory

Auditors have not reported any incident of fraud to the Audit Committee during the year under review. The Auditors Report is enclosed with Financial Statements in this Annual Report.

INTERNAL AUDITOR:

The Company has appointed M/s. Kriplani Milani & Co, Chartered Accountants (FRN.: 130461W) as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. VKM & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2020 is enclosed as Annexure- V to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has a Associate Company details of which are enclosed as Annexure- VI.

PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act, 2013 read with Rule 8 of the Companies (accounts) rules, 2014, details regarding the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. TECHNOLOGY ABSORPTION:

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars Year ended 31st March, 2020 Year ended 31st March, 2019
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

CHANGES IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business carried on by 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 which occurred between the end of the financial year to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for the continued support and co-operation received by the Company from the shareholders, companys clients, suppliers, bankers and employees and look forward for their continued support in the future as well.

For Unistar Multimedia Limited

Sd/- Sd/-
Suresh Bafna Darshika Shah
Date: 05th September, 2020 Chairman Managing Director
Place: Mumbai DIN: 01569163 DIN: 07143261