To,
The Members,
The Directors of the Company take pleasure in presenting their 28thAnnual
Report together with the annual audited financial statements for the financial year ended
March 31, 2023.
FINANCIAL RESULTS:
The summary of the Company’s financial performance for the financial year 2022-23
as compared to the previous financial year 2021-22 is given below: (Rs in Lacs)
| Particulars |
For the Year Ended March 31, 2023 |
For the Year Ended March 31, 2022 |
| Revenue from operations |
|
|
| Other Income |
2314.09 |
2498.91 |
| Total Income |
11.43 |
18.20 |
|
2325.52 |
2517.11 |
| Expenditure (excluding depreciation) |
3345.63 |
2347.97 |
| Depreciation |
158.00 |
163.92 |
| Total Expenditure |
3503.63 |
2511.89 |
| Profit / (Loss) before Tax |
(1178.11) |
5.23 |
| Tax |
- |
(13.70) |
| Deferred Tax |
13.62 |
(16.25) |
| Profit / (Loss) after tax |
(1164.49) |
(24.72) |
| Earnings per share (Basic) |
(11.73) |
(0.25) |
| Earnings per share (Diluted) |
(11.73) |
(0.25) |
HIGHLIGHTS ON COMPANY PERFORMANCE:
During the year Company has earned income of Rs. 2325.52 (in Lacs)/- for the year
2022-2023 including other income as compared to Rs. 2517.11 (in Lacs)/- in the previous
year. The Net loss after tax was Rs. (1164.49)/- (in Lacs) for the year 2022-2023 against
the Net Profit of Rs (24.72)/- in the previous year.
DIVIDEND:
During the year under review, owing to the fund requirements for business expansion
plans and to conserve the resources, your Directors do not recommend any dividend.
SHARE CAPITAL:
There are no changes in the Share Capital of the Company during the financial year.
TRASNFER TO RESERVES:
The Company has transferred Rs. (1164.49)/- to reserves and surplus during the
Financial Year 2022-23.
DEPOSITS:
Your Company has not accepted any deposits from the public falling within the ambit of
Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance
of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The particulars of loans, guarantees and investments have been disclosed in the
Financial Statement.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between 31st March, 2023 and the date of this report other
than those disclosed in this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts or Tribunal
which would impact the going concern status of your Company and its future operations.
DETAILS OF REMUNERATION TO DIRECTORS:
Disclosure with respect to the remuneration of Directors and employees as required
under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016 has been appended as ANNEXURE
I
EXTRACT OF ANNUAL RETURN:
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read
with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of
Annual Return in prescribed Form MGT-9 is given in the Report as ANNEXURE II and
also provided on the website of the Company www.unitechinternationalltd.com
AUDITORS:
1. Statutory Auditors
On Completion of both terms of M/s. S R Dhariwal & Co., Statutory Auditors, Company
proposed to appoint M/s. ADV and Associates (Firm Registration No. 128045W) Statutory
Auditors of the Company is reappointed for the F Y 2023-2024.
2. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed M/s. SARK & Associates LLP, Company Secretaries in Practice to undertake
the Secretarial Audit of the Company for the financial year 2023-2024.
The Report of the Secretarial Auditor is annexed herewith as ANNEXURE III and
forms an integral part of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties referred to in
Section 188(1), as prescribed in Form AOC - 2 are appended as ANNEXURE IV.
BOARD OF DIRECTORS:
The Board of Directors of the Company is not duly constituted as per the provisions of
the Companies Act, 2013 & applicable provisions, rules & regulations of SEBI
(LODR) Regulations, 2015, during the year 2022-23. Company needs to appoint one
Independent Director on the Board of the Company. Company is in search of the appropriate
candidate who can hold the Independent directorship.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have submitted the declaration of Independence as required
under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as laid down under Section149(6) of the Companies Act, 2013 and Regulation 16
(1) (b) of the SEBI (LODR) Regulations, 2015.
ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Financial Control System commensurate with the size, scale
and complexity of its operations. Your Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed through mitigating
action on continuing basis. The Internal Financial Control System has been routinely
tested and certified by Statutory Auditors. Significant Audit observations and follow up
actions thereon are reported to the Audit Committee.
POLICIES ON DIRECTORS’ APPOINTMENT AND REMUNERATION:
The policies of the Company on Directors’ appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director
and other matters provided under sub-section (3) of Section 178 of the Act forms part of
Corporate Governance Report . Gist of this policy is given in ANNEXURE V to this
report. The detailed policy is available on the Company’s website
www.unitechinternationalltd.com
EVALUATION OF BOARD OF DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 read with rules issued
thereunder, Regulation 17(10) of the Listing Regulations and guidance note issued by SEBI,
the Independent Directors of the Board carried out the annual evaluation of the
performance of the Board as a whole, the Directors individually as well as of various
Committees of the Board. The performance evaluation of the Independent Directors was
carried out by the Nomination and Remuneration Committee and noted in turn by the Board.
BOARD COMMITTEES:
Your Company has following Committees of Board, viz, 1. Audit Committee
2. Stakeholders’ Relationship Committee 3. Nomination and Remuneration Committee
Details of its compositions are as follows:
| Sr. |
Name of the Committee |
Members of the Committee as on 31.03.2022 |
| No. |
|
|
| 1. |
Audit Committee |
Mr. Dipak Kothari - Chairman |
|
|
Mr. Thomas Joseph Member |
|
|
Mrs. Grace Mathoor Member |
|
|
Mr. Joseph Mathoor Member |
| 2. |
Nomination and Remuneration |
Mr. Dipak Kothari Chairman |
|
Committee |
Mr. Thomas Joseph Member |
|
|
Mrs. Grace Mathoor Member |
|
|
Mr. Joseph Mathoor Member |
| 3. |
Stakeholders’ Relationship |
Mr. Dipak Kothari - Chairman |
|
Committee |
Mr. Thomas Joseph Member |
|
|
Mrs. Grace Mathoor Member |
|
|
Mr. Joseph Mathoor Member |
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the
Act with respect to Directors’
Responsibility Statement, your Directors hereby confirm that:
? in the preparation of the annual accounts, the applicable accounting standards have
been followed;
? appropriate accounting policies have been selected and applied consistently and
estimates and judgments made 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
of the Company for that period; ? proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of Act have been taken for
safeguarding the assets of the Company and for preventing and detecting frauds and other
irregularities; ? the annual accounts have been prepared on a going concern basis; and ?
proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has a well-defined risk management framework in place. The details of the
risks faced by the Company and the mitigation thereof are discussed in detail in the
Management Discussion and Analysis report that forms part of the Annual Report.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The reports on Corporate Governance and Management Discussion and Analysis for the year
under review, as stipulated under regulation 34 of the SEBI (LODR) Regulations, 2015 forms
part of the Annual Report. The certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance is annexed to the Corporate
Governance Report.
BOARD MEETINGS:
The Board meets at regular intervals to discuss and decide on the Company’s
policies and strategy apart from other Board matters.
During the financial year 2022-23, 5 (Five) board meetings were held on 30.05.2022,
10.08.2022, 07.09.2022, 14.11.2022 and 13.02.2023. The gap between the two board meetings
did not exceed 120 days.
The 27th Annual General Meeting of the Shareholders was held on 30.09.2022.
No Extra-Ordinary General Meeting of the Company was held during the years.
COMMITTEE MEETINGS:
During the financial year 2021-22, committee meetings held during the year are as
mentioned below:
1. Audit Committee meetings were held on 30.05.2022, 10.08.2022, 14.11.2022 and
13.02.2023.
2. Stakeholders’ Relationship Committee meetings were held on 14.11.2022
3. Nomination and Remuneration Committee meetings were held on 10.08.2022 and
13.02.2023
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details relating to nature of activities which are being carried on by the Company,
the particulars as prescribed under
Section 134(3)(m) of the Act read with Companies’ (Accounts) Rules, 2014 regarding
Conservation of Energy and Technology Absorption, and research and development are as
follows:
Power & fuel Consumption
| Sr. No. |
Particulars |
2022-2023 |
2021-2022 |
| 1 |
Electricity units KWH( In Rs) |
76,756 |
67,778 |
| 2 |
Value in Rs. |
7,30,789 |
6,23,719 |
Consumption per unit of production
| Sr. No. |
Particulars |
2022-2023 |
2021-22 |
| 1 |
Cost per unit (Rs.) |
10 |
9.20 |
| 2 |
Consumption per ton of Production |
261 |
162.13 |
|
(Rs.) |
|
|
RESEARCH & DEVELOPMENT:
During the year the board of Director has not conducted any Research & Development
activity.
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
Efforts are being made towards Technology adaption and innovation. The Company at
present does not have any formal technical collaboration.
FOREIGN EXCHANGE EARNINGS AND OUTGO: (In Rs.)
| Sr. No. |
Particulars |
2022-2023 |
2021-22 |
| 1 |
Foreign Exchange Earnings |
2,85,00,639 |
7,24,27,437 |
| 2 |
Foreign Exchange outgoings |
3,73,70,796 |
10,43,73,569 |
LISTING OF SHARES OF THE COMPANY:
The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange
Ltd.
The Company has paid the listing fees as payable to the BSE Ltd. for the financial year
2022-2023 on time.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate avenues to the
Directors and employees to bring to the attention of the Management, the concerns about
behaviour of employees that raise concerns including fraud by using the mechanism provided
in the Whistle Blower Policy. The details of the said Policy are included in the Report on
Corporate Governance which forms part of the Annual Report. During the financial year
2022-2023, no cases under this mechanism were reported in the Company and any of its
subsidiaries/ associates.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal)
Act, 2013. Complaint Redressal Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. The policy is available on the Company’s website
www.unitechinternationalltd.com.
Constitution of POSH Committee:
| Sr. no |
Post of Committee Member |
Employee Name |
Designation |
Mobile no. |
Email ID |
| 1 |
Presiding officer |
Grace Mathoor |
Woman Director |
9819417140 |
unitech.international1@gmail.com |
| 2 |
Member |
Yashashree Ukidave |
Company Secretary |
9820211913 |
yshreeparanjape@gmail.com |
| 3 |
Member |
Komal Desai* |
Woman employee |
9930623224 |
complianceunitech@gmail.com |
| 4 |
External Member |
Mital Mulik |
Consultant |
8080319020 |
mitalwadhel@gmail.com |
*Reconstitued w.e.f. 13.02.2021
The following is summary of sexual harassment complaints received and disposed off
during the calendar year:
| No. of Complaints received |
Nil |
| No. of Complaints disposed off |
Nil |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Further, a separate Management Discussion and Analysis Report covering a wide range of
issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process,
Business Outlook among others is annexed to this Report.
ACKNOWLEDGEMENTS:
The Directors express their sincere gratitude to the BSE Limited, Ministry of Finance,
Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository
Limited, other government and regulatory authorities, financial institutions and the
bankers of the company for their ongoing support. The Directors also place on record their
sincere appreciation for the continued support extended by the Company’s stakeholders
and trust reposed by them in the
Company. The Directors sincerely appreciate the commitment displayed by the employees
of the Company resulting in satisfactory performance during the year.
| On behalf of the Board of Directors |
|
| Sd/- |
Sd/- |
| RohaanBhathena |
Joseph Mathoor |
| Managing Director |
Director and Chief Financial Officer |
| DIN: 08332428 |
DIN: 02087812 |
| Date: 06.09.2023 |
|
| Place: Mumbai |
|
+91-9892691696
