The Members,
Your Directors have pleasure in presenting their 30th Annual Report on the business and
operations of the Company together with the Audited Statement of Accounts for the year
ended 31st March, 2023.
FINANCIAL HIGHLIGHTS:
During the year under review, performance of your Company as under:
Particulars |
31st March 2023 (Rs. in Lakhs) |
31st March 2022 (Rs. in Lakhs) |
Turnover & other Income |
- |
- |
Profit /(Loss) before Interest and Depreciation |
(2.80) |
(3.31) |
Less: Interest |
(152.99) |
(152.99) |
Profit /(Loss) before Depreciation |
(155.79) |
(156.30) |
Less: Depreciation |
- |
- |
Profit /(Loss) before Tax |
(155.79) |
(156.30) |
Less: Provision for Taxation |
- |
- |
Profit /(Loss) after Tax for the year |
(155.79) |
(156.30) |
Add: Balance Brought Forward from the Previous year |
(12889.11) |
(12732.81) |
Profit /(Loss) carried to Balance Sheet |
(13044.90) |
(12889.11) |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:
There was no business activity in real terms during the year under review. So there was
no income during the year. But Company is reconsidering about other activities suitable
for the Company.
DIVIDEND:
In view of huge accumulated losses, the Directors regret their inability to recommend
any dividend for the Financial Year 2022-23.
AMOUNTS TRANSFERRED TO RESERVES:
In view of huge accumulated losses and current years losses, your Directors were
unable to transfer any amount to the General Reserve Account.
CHANGE IN NATURE OF BUSINESS:
No change in the nature of the Business taken place during the year under review.
CHANGES IN SHARE CAPITAL:
During the Financial Year 2022-23, there have been no changes in the share capital of
the Company. 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 31st March,
2023 the applicable accounting standards have been followed and there are no 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
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 Act 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
such internal financial controls are adequate and operating effectively except
deficiencies in operating effectiveness in respect of old outstanding of trade
receivables, advances to parties and some old creditors for expenses;
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.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Harish Kant
Mandhre (DIN: 08396568), is liable to retire by rotation and being eligible, offers
himself for re-appointment and the same is proposed for approval at the ensuing Annual
General Meeting.
During the year under review, Mr. Kamal Sharma has resigned from the post of
Executive/Whole- time Director and also as Chief Financial Officer (CFO) of the Company
with effect from 03.09.2022.
Since the last Annual General Meeting Mr. Kaushal Kumar (DIN: 08035025) was appointeted
as an Independent Director of the Company with effect from 30.05.2023 and subsequently he
has resigned from the Board with effect from 14.08.2023
Mr. Rejveersingh Baboosingh Jadon, (DIN : 08396518) Independent Director has resigned
from the Board with effect from 30.05.2023.
The Board of Director of the Company at its meeting held on 04.09.2023, on the
recommendation of the Nominations & Remuneration Committee again co opted Mr. Kaushal
Kumar (DIN : 08035025) as an Additional Director ( Non-executive & Independent
Director) of the Company subject to the approval of members of at the ensuing Annual
General Meeting, in accordance with the provision of sections 149, 152, 161 read with
schedule IV and any together applicable provisions, if any, of the companies Act, 2013 and
rules framed therunder.
The Board, on the recommendation from Nominations & Remuneration Committee,
proposes to the members for their approval through ordinary resolution to appoint Mr.
Kaushal Kumar as an Independent Director of the company for a period of 5 years with
effect from 04.09.2023.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the
Company have made a declaration confirming the compliance of the conditions of the
independence stipulated in Section 149(6) of the Act.
DEPOSITS:
Your Company has not accepted any deposit within the meaning of deposits, covered under
Chapter V of the Companies Act, 2013.
FIXED DEPOSITS:
The Company did not accept/renew any fixed deposits from public and no fixed deposits
were outstanding or remained unclaimed as on March 31, 2023.
NUMBER OF BOARD MEETINGS:
During the Financial Year 2022-23, the Board of Directors of the Company met 5 (Five)
times, details of the meetings has been given in the Corporate Governance Report, which
forms part of this report.
COMMITTEE COMPOSITION AND MEETING DETAILS:
The details pertaining to composition of various Committees are included in the
Corporate Governance Report, which forms part of this report.
CORPORATE GOVERNANCE REPORT:
A Report on Corporate Government together with a Certificate from the Auditors on
compliance thereof required under Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed hereto and forms a part of this report.
MANAGEMENT DISCUSSION ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the
Stock Exchanges in India, is presented in a separate section which forms part of the
Annual Report.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return, in format MGT -9, for the Financial Year 2022-23 has been
enclosed with this report as "Annexure MI".
CORPORATE SOCIAL RESPONSIBILITIES:
The provisions of Section 135 of the Companies Act, 2013 in connection with Corporate
Social Responsibility are not applicable to the Company since the Company falls below the
threshold limits.
AUDITORS REPORT:
The observations made by Auditors in their Auditors Report with reference to notes to
financial statements are self explanatory and need no comments, forms part of this report.
STATUTORY AUDITORS:
M/s Khandelwal Ray & Co., Chartered Accountants (FR.No. 302035E) has been appointed
as the Statutory Auditors of the Company to hold office for a second term of 5 (five)
consecutive years from the conclusion of 29th of Annual General Meeting held on
29.09.2022, until the conclusion of the 33th Annual General Meeting of the company to be
held in the year 2027.
INTERNAL AUDITORS:
The Company has appointed M/s. P. K. Bothra & Co., Chartered Accountants, as an
Internal Auditors of the Company for the financial year 2023-24.
SECRETARIAL AUDITORS:
In terms of Section 204 of the Companies Act 2013, the Board of Directors at their
meeting held on 30th May, 2023 have appointed M/s K K Sanganeria & Associates, Company
Secretaries, as Secretarial Auditors, for conducting Secretarial Audit of the Company for
the Financial Year 2023-24. Report of the Secretarial Auditor for the financial year ended
31.03.2023 is given as "Annexure II" which forms part of this report.
BOARDS VIEW:
The Company has settled dues of some of the lenders and the claims of other lenders are
disputed. The breaches and inactions of lenders have caused tremendous losses and damages
to the borrower which are more than the amount claimed by the Lender. Hence, figures of
the borrowed
amount shown in the balance sheet after due adjustments of the said loss and damages
will result in No Debt Due, rather the borrower is entitled to recover substantial amount
from the lender. Under these facts and circumstances, the figures of borrowed amount in
this balance sheet cannot be considered as admission, if any, of the claim of lender(s).
All compliances with the stock exchanges are updated and in respect of the status of
the company being shown as "Suspended" by BSE Limited and the Calcutta Stock
Exchange Limited, the company has taken up the matter with both the exchanges as the
company is in compliance with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any Equity Shares with differential Rights during the
financial year.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:
The Company has not issued any Employee Stock Options during the financial year.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
The Company has not issued any Sweat Equity Shares during the financial year.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes affecting the financial position of the Company occurred between
the end of the financial year to which this financial statements relate on the date of
this report.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 forms part of the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Related party transactions that were entered during the financial year were on arms
length basis and in the ordinary course of business. There were no materially significant
related party transactions which were in conflict of the Company.
ENERGY, CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
In accordance with the provisions of Section 134(3)(m) of Companies Act, 2013 and the
Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the
required information relating to the " Conservation of Energy, Technology,
Absorption" do not apply to the Company.
RISK MANAGEMENT POLICY:
In terms of Section 134(3)(n) of the Act, the Board of Directors has adopted a
comprehensive risk management policy which includes identification of element of risk, its
mitigation and other related factor. The Board periodically reviews the same. No Risk
Management Committee has been constituted since it is not covered by the requirements of
the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015, 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. 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 ("NRC") 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 like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. 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 elected Chairman of the each meeting
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.
The Nomination and Remuneration Committee as specified u/s 178 of the Companies Act,
2013 was formed with a view to reviewing and making recommendations on annual salaries,
performance, commissions, perquisite and other employment conditions of Executives and
Officials. The Committees also takes into consideration remuneration practices followed
by leading Companies as well as information provided by reputed consultants while
determining the overall remuneration package.
During the year under review the Nomination and Remuneration Committee met once on
14.02.2023, details of the meeting have been given in Corporate Governance Report, which
forms part of this report.
The following are the members of the Committee at present:
Name |
Designation |
Executive/Non-
Executive/Independent |
Mr. Kaushal Kumar (from 04.09.2023) |
Chairman |
Non- Executive & Independent |
Mr. Vivek Chaudhary |
Member |
Non- Executive & Independent |
Mr. Bahadur Ram Mallah |
Member |
Non- Executive & NonIndependent |
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES:
The information as required under Section 197 of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
available. In terms of Section 136 (1) read with its relevant provisions of the Companies
Act, 2013, the Annual Report excluding the aforesaid information is being sent to the
Members of the Company and others entitled thereto. The said information shall be kept
open for inspection at the Registered Office of the Company on every working day of the
Company between 10 a.m. to 12 noon up to the date of the forthcoming Annual General
Meeting.
POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:
The Company recognizes the fact that there is a need to align the business objective
with the specific and measurable individual objectives and targets.
The remuneration policy of the company can be accessed to its website i.e.
uniworthinternational.com.
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /
REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:
No receipt of any commission by MD/WTD from a Company has been made.
CONSOLIDATED FINANCIAL STATEMENTS 0F SUBSIDIARY COMPANY:
In accordance with Section 129(3) of the Companies Act, 2013, the Company has
prepared Consolidated Financial Statements of the Company and its subsidiary, which is
following part of the Annual Report. A summarized detail of the subsidiary is provided in
Form AOC 1 as "Annexure I".
As per the provisions of Section 136 of the Companies Act , 2013 separate Audited
Financial Statements of its subsidiary will be provided to the Shareholders on request.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL:
No significant & material order has been passed by the Regulators or Courts or
Tribunal in any other case.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has adequate internal control procedures commensurate with the size, scale
and complexity of its operations, which are well supplemented by surveillance of Internal
Auditors.
DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:
In pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013,
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for
Directors and employees of the Company to report concerns about unethical behavior, actual
or suspected fraud or violation of the companys code of conduct or ethics policy. The
Whistle Blower Policy is available on the website of the Company i.e.
www.uniworthinternational.com
HEALTH, SAFETY AND ENVIRONMENT PROTECTION:
The Company has complied with all the applicable environmental law and labour laws. The
Company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety.
POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The company is committed to provide a safe and conducive work environment to its
employee and has formulated "Policy for Prevention of Sexual Harassment".
During the financial year ended 31st March, 2023, the Company has not received any
complaints pertaining to Sexual Harassment.
INDUSTRIAL RELATIONS:
Industrial Relations continued to remain cordial throughout the year. Your Directors
wish to place on record their appreciation for dedicated and sincere services rendered by
the executives, staff and workmen at all levels.
FRAUD REPORTING:
There was no fraud reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013, to the Audit Committee or The Board of Directors during the year
under review.
PARTICULARS OF EMPLOYEES:
During the period under review, no employee of the Company drew remuneration in excess
of the limits specified under the provisions of Section 197(12) of the Companies Act, read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual
Report.
ACKNOWLEDGEMENT:
Your Directors acknowledge with gratitude the co-operation and assistance received from
all concerned and particularly the Shareholders of the Company for continuing to bear with
the adversities of the Company.
On Behalf of the Board |
|
Harish Kant Mandhre |
B R Mallah |
Director DIN: 08396568
Director DIN:08035016
Place: Kolkata
Date: 4th September, 2023
+91-9892691696
