Unjha Formulations Ltd Directors Report.

To

Ttlo Members.

Vour directors have pleasure in presenting their Twenty Seventh Annual Report together With Audited Statement of Accounts of the Company for the year ended 31* March, 2021.

FINANCfAL RESULTS:

The Working results of the Company are as under

PARTICULARS 31.03.2021 31.03.2020
TURNOVER 995.52 1060.19
OTHER INCOME 21.67 25.54
TOTAL INCOME 1017.19 1085.73
PROFIT BEFORE DEPRECATION AND TAXATION 18.47 38.74
LESS: DEPRECATION 8.12 7.90
PROF1T/LOSS BEFORE TAX 10.35 30.84
LESS: PROVISION FOR TAXATION 0 0
PROFIT FOR THE YEAR 10.35 30.84
BALANCE AS PER LAST BALANCE SHEET (286.06) (316.90)
TOTAL PROFIT/LOSS (275.71) (286.06)

BUSINESS OPERATIONS & PROSPECTS:

During the year under review your company has sales turnover of Rs.9.96 Cr.(ln respect of Itsexisting activities).Profit before tax to Fts.18.47 Lacs

DIVIDEND:

In view of the need to conserve the resources of the Company, the Directors of the Company do not recommend dividend for the year,

CHANGE IN NATURE OF BUSINESS:

There la no change in the nature if business during the year SHARE CAPITAL:

The paid-up equity shore capital as on 31w March, 2021 was Rs. 44,805,000/-. There was no public Issue right issue, bonus issue or preferential issue etc. during the year The company has not Issued shares with differential voting rights, sweat equity shares nor has it granted any stock options

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The board of Directors duly met 6 times fen a year and In respect of thoso meetings propor notices were given arid the proceedings were properly recorded In the minutes book ol the company maintained tor this purpose under the Companies Act. 2013.

SUBSfOIARY/JOINT VENTURSS/ASSQC1ATE COMPANIES

The company has no any subsidiary, joint venture or associate companies.

DISCLOSURE BY INDEPENDENT DIRECTOR IN THE BOARD REPORT U?S 149 <101:

The board of the company consist of 6 Directors, out of which three are independent Directors, one Managing Director and one whole Time Director.

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Ad. 2013 and SEQIfListing Obligations and Dmdosure Requirements) Regulation,2015 which h3$ tioun rolled on by the company and placed at the Board Meeting of the company held on 2 V June. 2021

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A separate report or Management Discussion and Analysis is attached as a part of the Annual report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of tne Annual Return in form MGT-91 is annexed herewith,

MARKETING:

Your Company has continued manufacturing agreement with Reekjt Boncktser Indio Ltd., for Bales of Isabgol Husk based product Fybogol Abbot HoallhcatePvi Ltd.* for sales of FABOLfTE .Karnataka Antibiotics & Pharmaceuticals Ltd tor sale of Husky. "Oman Hygienic Products LLC" for exports, Rhine Biogenics Pvt. Ltd for sale of Trugol SF Powder andKinedex Healthcare Pvt Ltd for sale cif Laxovel Group of product and Appolo Pharmacy for sale of Sat-lsabgoi etc Your Company has also continued manufacturing agreement with Karnat3ka Antibiotics & Pharmaceuticals Limited for sale of Isabgol Husk Dased product on third party contract manufacturing.

EXPORT:

During the period under review your company exported Rs. 30701222.35 (US$ 417004 15).Tho Company continued its focus on development of Export Markets, for Albendazole Bolus. Fibron SF Pawdor and Fibermato (Isabgol bBsod formulations) to supplement the present low domestic demand situation During the currant year under review company entered into manufacturing contract with South America based well known Pharmaceuticals Company.

CORPORATE GOVERNANCE:

The report on the Corporate Governance code along with a certificate from tho Auditors of theCompany regarding the Management Discussion and Analysis Report areannexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

"Rib Directors confirm:

1. In the preparation of the annual accounts the applicable accounting standards had been followed.

2 The Directors have selected such accounting policies and applied them consisteritlyand made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of financial year and of the profit of the Company for that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Compands Act. 2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities.

4 The company has prepared the attach annual statement for the year ended 31 March, 2021 a going concern basis

5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6 There is proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DEPOSITORY SYSTEM:

Your Company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable members to hold shares inDematenaUzed form

LISTING FEES:

Your Company has paid Listing Fee for the year 2021-22 at Bombay Stock Exchange Ltd INDUSTRIAL RELATIONS:

Industrial relations remained cordial throughout the year Your Directors place on record their deep appreciation of the contribution made by the employees at all levels.

DEPOSITS:

The company has not invited or accepted any Deposits within Ihe meaning of Section 73 of the Companies Act. 2013 and the rules made there under.

LOANS. GUARANTEE AND INVESTMENTS:

Pursuant to the Provision of Section 186(4) of the Companies Act. 2013 requiring disclosure in the financial statements of the full particulars of the loan given, Investment made or guarantee given or security provided directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate The company does not make any Investment in securities or give guarantee to any other body corporate. Further, the company has not given any loan to others during the year ended March 31, 2021

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and/or material orders passed by the Regulators or Courts of Tribunals impacting the going concern status of the Company

AUDIT COMMITTEE:

The Audit committee of the Comprises of Mr Mayankkumar S Patel, Mr Jitendra P Limbachtya and Mr. Hasmukh S Darji and Mr.Mustufa NAjmuddin Jodhpurwala wef 06.02.2021. Members.Themembers of the Audit Committee duty met 5 times In year

The details of terms of reference of the Audit Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

REMUNERATION AND NOMINATION COMMITTEE:

The Remuneration and Nomination committee of the Comprises of Mr. Mayankkumar S. Patel and Mr Jitendra P Llmbachtya as Members The members of the Remuneration and Nomination committee duly met 4 times In year

The details of terms of reference of the Remuneration and Nomination Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Comprises of Mrs. Krutiben M Patel. Mr Hasmukh S Darji and Mr.Mustufa NAjmuddln Jodhpurwala as Members The members of the Stakeholders Relationship Committeeduly met 4 times in year.

The details of terms of reference of the Stakeholders Relationship Committee, number and dates of meetings held, attendance of the Directors and remuneration p3id to them are given separately in the attached Corporate Governance Report.

DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

DIRECTORATE:

Smt Krutiben M Patel will be retinng at the ensuring Annua! Genera! Meeting and being eligible offers himself for being re-appointment.

PERSONNEL:

There are no employees covered Under Section 197 of Ihs Companies Act. 2013 read with Companies (Particulars of Employees) Rules, 1975 and hence no information^ required to thlsreport.

INTERNAL CONTROL AND ITS ADEQUACY:

The company has adequate internal controls and processes in place with respect to its financial statements which provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements These controls and processes are driven through various policies, procedures and certifications. 1he processes and controls are reviewed periodically The company lias a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain me reliability and authenticity of financial information.

CORPORATE SOCIAL RESPONSIBILITYfCSR):

Since the Companys net worth does not exceed Rs 500 crores or Companys turnover does not exceed Rs.1000 crore or 1he Companys net profit does not exceed Rs.5 crrjre for any financial year, the provisions of section 135 of the Companies Act.2013are not applicable to the Company.

PARTICULARS OF CONSERVATION OF ENERGY ETC.:

Particulars with respect to Conservation of Energy a3 per Section 13*1 of theCompames Act, 2013 read with the (Disclosures of particulars the Report of Board ofDirectors) Rules. 1968 and forming pan of the Directors

AUDITORS:

M/s Milmd Shah & Company .Chartered Accounts, of the Company have submitted their Independent Auditors Report on the financial Statements of tho Company for the year ended 31,s March.2021 and they have made no qualification, reservation or adverse remark in their report. They are, as the Auditors to hold Office from the conclusion of Ihe ensuring Annual General Meeting until the conclusion of Ihe next Annual General Meeting of the Company. You are requested to reappoint the auditors and fix their remuneration

COST AUDfTORS & COST AUDIT REPORT:

Pursuant to ihe directives ol the Central Government under the provisions of Section 148(3) of the Companies Act. 2013.tlte appointment of Cost Auditors is not applicable to the Company

SECRETARIAL AUDITORS:

Pursuant to the provision of Section 204 of the Companies Act. 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Ihe Company with the approval ol ns Board, appointed M/s. AJay Parikh & Associates, a firm of Company Secretaries in practice to undertake the Secretanal Audit of tne company for the financial year ended March 31. 2021 The Secretariat Audit Report is herewith as annexure The Secretarial

Auditors In lhe<r Secretarial Audit Reportfln the Annexure to their Audit Report have not provided with any qualification,

RESERVATION AND QUALIFICATION ON AUDITOR REPORT:

There are no qualifications or adverse remarks In the Auditors Report which require any cianficationy explanation the notes on financial statements are self-explanatory, and needs no further explanation

Further the Auditors Report for the Financial year ended 31w March. 2021 i$ annexed herewith for your kind perusal nnd Information

RELATED PARTY TRANSACTIONS:

All the related party transactions are entered ori aim s length basts and ore in compliance with trie applicable provisions of section 1SB of tlio Companies Act, 2013. Thero are no materially significant related party transactions mode by the company wcth promoters. Directors or key Managenat Personnel etc. whicn may have potential conflict with the interest of the company at large.

Tlie details of the transactions with Rotated Party are provided in the accompanying financial statements in Form AOC-2 enclosed as Annexure D.

COV1D-19

The COVID-19 pandemic is a worldwide aists and nas meant that the economies will have to operate alongside the disease, now as the attention has started shifting from lockdown to S3fe reopening The Company strictly followed the guidelines issued by the local, state and central governments and beyond lo protect the health and well-being of its workforce and ensured minimum disruption to Its customers The Second waive of Covid 19 also effect in March to May2G21. due to this effect in Companys working etc.

RISK MANAGEMENT;

The Company has put in place adequate affective system and man power for the purposes of risk Management by formulating risk management policy of the Company

INSURANCE:

Ail the properties of the Company including Building. Plant & Machinery, StonknndStoreshavebean adequately insured

CASH FLOW STATEMENT:

As required by amended Clause 32 of the Listing Agreemeni a Cash Flow Statement Is

appended,

FORMAL ANNUAL EVALUATION:

The Company has devised a policy for performance evaluatlonof Independent directors. Board. Committees & individualdlrectors which includes criteria for performance a-valuation of

executive directors & non-executive directors. Boardof directors have expressed their satisfaction with Iheevaluation process.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has formulated a Policy to establish a vigil mechanism for Directors and employees of the Companyto report concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct

APPRECIATION:

Your Directors express their sincere thanks tor the co-operation and assistance receivedfrom Dena Bank Your Directors also express their gratitude to the Investors,Employees, Agents. Dealers and Consumers of the Company For their valuable supportand continued confidence reoon in the company

By order of the Board
PLACE: Sldhpur Mayank S. Patel
DATE: 21.06.2021 (CHAIRMAN CUM MD)