The Members of Unique Organics Limited
Your directors are pleased to present the Twenty Fourth Annual Report of the companytogether with the Audited Financial Statement for the year ended on 31st March 2016 asfollows:
(Rs. In Lakhs)
|Particulars ||As at 31.03.2016 ||As at 31.03.2015 |
|Revenue from operations ||12441.34 ||19545.77 |
|Other Income ||76.42 ||170.22 |
|Total Operational Cost ||12216.37 ||19334.16 |
|Finance Cost ||150.58 ||162.00 |
|Depreciation ||14.10 ||13.35 |
|Tax Provision ||42.56 ||66.28 |
|Net Profit (Loss) ||94.15 ||140.20 |
|Paid-up share capital ||595.30 ||595.30 |
|Net surplus in Profit & Loss ||506.06 ||411.91 |
|Total Reserves & Surplus ||668.85 ||574.69 |
STATEMENT OF COMPANY'S AFFAIRS / COMPANY'S WORKING:
Your company majorly engaged in the trading activities of agricultural commodities.During the year under review agricultural commodities market witnessed a steep decline inexports segment. Exports of several agricultural products declined due to fall in globalcommodity prices and recorded negative growth. Cereals oil meals and yellow corn our mainproducts too recorded negative growth Due to bad crop India became non competitive ininternational market too. In Domestic Segment due to erratic price fluctuations evenbuyers were forced to buy from overseas than to buy from domestic market forcing ourcompany to have substantial effect on turnover and profitability - Poultry industry inIndia also witnessed a tough and uncertain period resulting in substantial effect ondomestic turnover as well
Your company tried to make best use of the resources available and shall keep on tryingto explore so as to cover up the situation as much as possible. During the year underreview Company's revenue stood at Rs. 12441.34 lakhs and net profit at Rs. 94.15 lakhs.
The management of the company is very much concerned about the current situation and iscontinuously working to expand the product base and market base which will help to dealwith the situation more effectively.
The management is also working on feasibility of utilizing its manufacturing capacityfor both domestic and exports market. Efforts are already afoot for exploring new marketsfor exports and company is focusing more on participating in various trade fairs invarious countries.
No dividend is recommended for the financial year 2015-16. RESERVES:
No amount transferred to the general reserve during the year 2015-16.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review no loans or guarantees given or investment made coveredunder Section 186 of the Companies Act 2013. For details about past transactions pleaserefer the note No. 15 to the financial statement provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in Section188 of the Companies Act 2013 in the prescribed form AOC-2 is appended as Annexure 1 tothe Board's Report.
The company has not invited/accepted any public deposit whether covered under Chapter Vof the Companies Act 2013 or not and as such no amount of principal or interestremained unpaid or unclaimed as at the Balance Sheet date.
QUALIFICATIONS RESERVATION OR ADVERSE REMARK IN AUDIT REPORTS:
There is no adverse remark or qualification or any disclaimer remark against theCompany by
(a) the statutory auditor in its audit report; and
(b) the company secretary in practice in its secretarial audit report.
CHANGE IN THE NATURE OF BUSINESS:
The main activity of the company is the export of agri commodities spices feed mealsetc. but to strengthen the domestic market and as a part of diversification of businesscompany started importing of pulses from last year and exploring for new products andmarkets as well.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no such changes/ commitments/events or material changes occurred affectingthe financial position of the Company between the end of the financial year (i.e.31.03.2016) and the date of this report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has not received any significant/ material orders from the statutoryregulatory bodies/ courts/ tribunals impacting the going concern status and company'soperations in future.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:
There was no subsidiary joint venture or associate company of Unique Organics Limitedduring the year therefore.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company is both ethically and professionally managed. It has developed an internalstructure with proper hierarchy delegation of authority and ethical values so that assetsare safeguarded and the transactions are properly authorized and recorded. With referenceto the financial statements the Company has a continuous monitoring mechanism throughAudit Committee Internal Audit and multistage checking of vouchers and documents whichenables the organization to maintain with the same standard of the financial controlsystems and helps them in managing any default on timely basis because of strong reportingmechanism followed by the company. The Internal Audit System of the company helps to bringout a systematic and disciplined approach to evaluate and improve the effectiveness ofinternal financial control.
LISTING OF SHARES:
The company's equity shares continue to be listed with Bombay Stock Exchange (BSE)which has nationwide trading terminals.
Your company has proactively been following the best practices adopted by goodcorporates in India. The report on Corporate Governance required under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms a part of this report.The Auditor's certificate on the compliance of Corporate Governance is attached asAnnexure 2 and forms a part of this report.
All board members and senior management have affirmed compliance with Code of Conductunder Clause 49/ SEBI (LODR) Regulations 2015 Companies Act 2013 and Code of Conduct onSEBI (PIT) Regulations 2015 on annual basis.
The Board of Directors met 6 (six) times during the financial year 2015-16 on27.05.2015 08.07.2015 10.08.2015 23.10.2015 04.02.2016 and 28.03.2016. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013read with rules thereunder and Listing Agreement/ SEBI (LODR) Regulations 2015.
COMMITTEES OF DIRECTORS:
The Board has six committees: Audit Committee Nomination & Remuneration CommitteeCorporate Social Responsibility Committee Stakeholders Relationship Committee InternalComplaint Committee and Share Transfer Committee. All committees are formed as perprevailing laws and have proper combinations of independent and non-independent directorsin composition.
A detailed note on the Board and its committees is provided under the CorporateGovernance Report section in this Annual Report.
Particulars of employees in accordance with the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended in Annexure 3 to the Board's Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at the workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaint Committee (ICC) has been setup to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered underthis policy.
No complaint pertaining to sexual harassment at workplace was received during the yearunder review.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Company has constituted Nomination and Remuneration
Committee (Details of which is part of Corporate Governance Report in this AnnualReport) and adopted Nomination and Remuneration Policy formulated in compliance withSection 178 of the Companies Act 2013 read with rules thereunder and Clause 49 of theListing Agreement/ SEBI (LODR) Regulations 2015. The said policy includes criteria fordetermining qualifications positive attributes independence of directors and othermatters provided. The said policy is appended as Annexure 4 to this Report and alsoavailable on Company's website on below web-link: http://www.uniqueorganics.com/cg.php
a) Changes in Directors and Key Managerial Personnel
Mrs. Vinita Mishra (DIN: 00207464) was appointed as additional director(independent) on the board in BOD meeting held on 08.07.2015 and subsequently regularizedin the 23rd Annual General Meeting held on 18th August 2015.
Mr. Amardeep Singh Ahluwalia (DIN: 01450926) and Mr. Dilip Kumar Joshi (DIN:01130637) both existing independent directors were further appointed for a term of fiveyear in 23rd annual general meeting held on 18th August 2015.
During the year Ms. Aayushi Singh resigned fromthe post of Company Secretaryand Mr. Ramavtar Jangid appointed as Company Secretary cum Compliance Officer in her placew.e.f. 23.10.2015.
During the year Mr. Amardeep Singh Ahluwalia independent director (DIN:01450926) resigned from the office and joined the company in full time employment asGlobal Head (Marketing) w.e.f. 4th February 2016.
During the year Mr. Himanshu Chodhary (DIN: 05121575) was appointed asadditional director (independent) on the Board of the Company w.e.f. 4th February 2016.
b) Declaration by an Independent Director(s)
Company received declarations from its independent directors Shri Amardeep SinghAhluwalia Shri Dilip Kumar Joshi Shri Sanjay Sharma and Shri Himanshu Chodhary under subsection (7) of section 149 of the Companies Act 2013 confirming that they meet thecriteria as laid down in Section 149(6) of the Companies Act 2013 read with rulesthereunder and Clause 49 of the Listing Agreement/SEBI (LODR) Regulations 2015.
c) Performance Evaluation of Board and re-appointment
The company has developed and implemented a policy for formal annual evaluation. TheCommittee/Board shall evaluate the performance of Board its Committees and itsindividual directors including Chairman/Managing Director and Independent Directors of theCompany with reference to the authority under the Policies of the Company framed inaccordance with the relevant provisions of Companies Act 2013 read with rules thereunderListing Agreement and based on their functions and the criteria for the evaluation of theperformance as prescribed in the policy. Evaluation of Independent Directors shall becarried on by the entire Board in the same way as it is done for the ExecutiveDirectors/Non-Independent Directors of the Company except the Director getting evaluatedkeeping in view the inputs provided by Nomination & Remuneration Committee. The Policyon Annual Performance Evaluation of the Board its Committee's and individual directors isappended as
Annexure 5 to this report and also available on Company's wesite at belowweb-link:
Mrs. Vinita Mishra Director of the Company retires at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment in terms of provisions ofArticles of Association of the Company. The Board recommends her re-appointment.
d) Familiarization Program for Directors:
The newly independent directors inducted in to the Board generally attends anorientation programme at his convenient time. The details are provided in CorporateGovernance Report.
Pursuant to provisions of clause (c) of sub-section (3) of section 134 of the CompaniesAct 2013 your directors hereby state that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for the year ended on that date;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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; and
e) the directors laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and are operating effectively.
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
M/sA.K. Meharia & Associates Chartered Accountants Kolkata were appointed asStatutory Auditors of your Company at the Annual General Meeting held on 18th August 2015for a term of five consecutive years (F.Y. 2015-16 to RY. 2019-20). As per the provisionsof Section 139 of the Companies Act 2013 the appointment of Auditors is required to beratified by Members at every Annual General Meeting.
SECRETARIAL AUDITOR AND REPORT:
M/s Ruchi Jain & Associates Company Secretaries B-37 Ahinsha Marg Jai JawanColony-I TonkRoad Jaipur (Raj.) were appointed as Secretarial Auditor to conduct thesecretarial audit of the company for the financial year 2015-16 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for thefinancial year 2015-16 forms part of the Report as an Annexure 6.
In compliance of the provisions of Section 177 of the Companies
Act 2013 read with Rules thereunder and Clause 49 of the Listing Agreement/ Regulation18 of the SEBI (LODR) Regulations 2015 company has an audit committee comprising ShriDilip Kumar Joshi independent director as Chairman of the Committee Shri J.R Kanodiamanaging director & Shri. Himanshu Chodhary independent director as members. TheCommittee functions with the powers and responsibilities as specified in the CompaniesAct 2013 read with rules thereunder Listing Agreement/ Regulation 18 of the SEBI (LODR)Regulations 2015 and other applicable law if any.
VIGIL MECHANISM /WHISTLE BLOWER POLICY:
In compliance of the provisions of Section 177 of the Companies Act 2013 and Clause 49of Listing Agreement/ Regulation 22 of the SEBI (LODR) Regulations 2015 Company hasestablished a Vigil Mechanism (Whistle Blower policy) and formulated a Policy in order toprovide a framework to the directors and employees of the company a responsible and securewhistle blowing/ vigil mechanism to report genuine concerns to the Chairman of the AuditCommittee. And that Company hereby affirms that no personnel have been denied access tothe audit committee. More details about the policy and procedure are stated in CorporateGovernance Report forming part of this Annual Report.
RISK MANAGEMENT POLICY/PLAN:
The Company has developed and established a risk management policy/ Plan for theCompany which sets out a framework for identification of elements of Risk if any which inthe opinion of the Board may threaten the existence of the Company and has devised aproper system of risk management and internal compliance and control through its BoardAudit Committee KMP's and other Senior personnel of the Company.
There was no change in the Share Capital during the year under reviewas under:
a) Issue of equity shares with differential rights
The company didn't issue any equity shares with differential rights or other securitiesduring the year under review.
b) Issue of sweat equity shares
The company didn't issue any Sweat equity shares during the year under review.
c) Issue of employee stock options
The company didn't issue any ESOP during the year under review.
d) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees
Company didn't make any Scheme or Provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees during the year under review.
CORPORATE SOCIAL RESPONSIBILITY(CSR):
Company has constituted the Corporate Social Responsibility (CSR) Committee ofDirectors in accordance with the provisions of Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility) Rules 2014. The brief outline of theCSR Policy including overview of the programs/ activities undertaken/ to be undertakenthe composition of the CSR Committee average net profit of the Company for the past threefinancial years. Company didn't spend on CSR during the financial year 2015-16 thedetailed reasons of not spending the same have been disclosed in Annexure 7 to thisReport. Details about the CSR Policy and initiative taken by the Company during theprevious years are available on Company's website on investor page under CSR menuhttp://www.uniqueorganics.com/csr.php
EXTRACTS OFANNUAL RETURN :
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in prescribed format (MGT- 9) is appended asAnnexure8tothe Board's Report.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING ANDOUTGO:
Having focused on trading for the year under review energy cost constituted a smallproportion of the total cost and there is not much scope for energy conservation. Howeverpursuant to section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 the requisite particulars are furnished atAnnexure9given hereto forming partof this Report.
Foreign exchange earnings and outgo are furnished as under:
FOREIGN EXCHANGE EARNINGS &OUTGO:
(Rs. in Lakhs)
|Particulars ||2015-16 ||2014-15 |
|Foreign Exchange Earnings: Export Sales ||4427.76 ||9032.87 |
|Foreign Exchange Outgo: Brokerage claims & deductions Expenses ||83.61 ||175.87 |
|CIF Value of Imports ||395.94 ||544.82 |
In order to keep pace with the changing technology and to provide the benefits ofelectronic trading to our members your company's shares are tradable compulsorily inelectronic form and it established connectivity with depositories viz. NationalSecurities Depositories Limited (NSDL) and Central Depository Services (India) Limited(CDSL). The company also has common agency for transfer of shares both in demat and inphysical form.
MANAGEMENT DISCUSSION &ANALYSIS:
Your directors are glad to present below the management discussion and analysis for theyear 2015-16:
Industry structure and developments:
The year under review witnessed deep fall in exports of major Indian CommoditiesCompanies. Though the market showed signs of downfall in the year 2014-15 itself but theyear 2015-16 was severely affected by it. Prices of Indian commodities went a herculeanway with strengthening of Indian currency against USD only which supported to risingprices and making Indian offers less competitive in Global Market. Apart this changingimport patterns worldwide also accounted to the fall in exports from India. Agriculturalcommodities also did not remain unaffected by the same. Due to fewer crops high localdemand etc. prices of various Indian Commodities could not compete in the Global market.
Your company being majorly involved in the exports of oil meals grains and spices wasalso affected by it. However the situation proved to be a turning point where themanagement has been working on adding various new products and markets in your company'sportfolio.
The management kept reviewing the situation of your company's exports and thus is ofthe opinion that with ongoing paradigm shift diversifying product and market portfoliotaking minimum risk due to market instability and working more on strength andopportunities available with the company has become the necessity of the time.
The management is hopeful of achieving this based on the following factors:
Its efficient leaders leading a self-motivated team.
Following business ethics and professional way of working.
Strong purchasing power of variousagri products.
Good reputation in the market - both among suppliers and buyers.
Resources availability Threats:
The year under the review saw various unforeseen and unavoidable circumstances whichcan adversely affect the business at any point of time which are briefly as under:
Weather conditions & good Monsoon expectation.
Government Policies/Fiscal policies.
Local market (demand & supply).
International market (costs locally cheaper in other countries which may helpthem to be more price competitive).
Changing purchasing patterns across the Globe.
Your company's performance has to be viewed in context of the aforesaid economic andmarket environment.
a) Feed Products:
Your company's main exports include that of Feed i.e. oil meals feed maize feedwheat etc. Indian rapeseed Meal and Indian Yellow Corn which accounted for major exportsof your company in previous years were completely uncompetitive as against those of USChina Brazil and Argentina origin.
Vietnam Indonesia Taiwan major importer countries of these products from Indiastarted importing many of these of Non- Indian origin at unexpectedly low prices. This ledto the change in the formulations of various feed mills and thus affecting import ofvarious other products like Indian Deoiled Rice bran Indian Soyabean meal Feed WheatMillets from India. Not only exports alone domestic agri market was also largely affectedby the market situation with many company's facing cash flow problem.
Your company is positive and hopeful about the improvement in the situation but withmajor changes in the market. Though your company didn't attend any International FeedProduct exhibition during the year however it is planning to attend a few to explore newmarkets and products during the current year.
b) Spices /Food:
Indian Spices were also affected by the Global market prices strong local demand etc.However your company did fairly well in this sector and is positive about the coming yearbusiness as well. During the year under review your company visited World Spices Congressheld at Ahmadabad in order to explore and understand the current and future prospects ofthe Spices Market of India. It also helped in expanding the buyer-supplier network of thecompany.
Further your management is already working on utilizing the manufacturing capacity fordomestic spices market and a feasibility report on the same will be prepared soon.
The years 2014-15 and 2015-16 came as a major step back for Indian Agri Exports as wellas domestic agri trade.
One cannot ignore the fact that in regular course of business certain economical andmarket factors could not be avoided as it is an open market. However these risks can beminimized by taking pro-active steps constantly. Your company is considering the situationas an opportunity where the team can focus more on reviewing its current business andsearch new ways of using the available resources in much better and planned way.
Your company will continue to exhibit in Trade Fairs- both at National andInternational level- for adding new trade partners. New products with better pricecompetitiveness in the Global market will be added to the portfolio. Your company is alsoplanning to step into the Domestic Spices Market; feasibility report on the same is underprocess.
Looking to the current situation it is important to take calculated risks so that theGlobal slowdown can be faced in an effective way with minimum loss. For the same yourmanagement will keep reviewing the policies at regular intervals and make appropriateplanning as per the prevailing market situations.
Risk and concerns:
As said being an open market the company cannot avoid certain unforeseencircumstances and has to go through them while following proper business rules. The risksmay be like Price volatility currency market financial and legal risks etc.
In recent scenario where companies' are facing improper cash flow the threat ofincrease in number of defaulters has also been posed. Your company is taking steps toavoid this by taking Trade Insurance policies.
To minimize these risks your company has also prepared a Risk Management Policy whichlays down standards of indentifying potential threats their likelihood of occurrence andtaking appropriate actions to address the same. Also it involves periodic review of theoperations so that proper actions can be taken to minimize the risk.
Internal Control System:
Your company is driven by ethics and believes in the concept of professionalism. Formanaging the complexities of growing business your company has made internal systemswhich help out in completing the tasks in a professional manner. All employees of thecompany have pre-defined roles to perform which are monitored from time to time and thishelps to make sure that systematic and disciplined way of working is followed. An InternalAudit Control has been developed which helps to evaluate and improve the effectiveness ofrisk management and governance. This helps in getting an edge in this competitive marketand eliminating the avoidable costs.
Financial and Operational Performance:
The revenue from operations showed a decrease from Rs. 19545.77 lakhs to Rs. 12441.34lakhs decline of 36.35% in turnover and profit after tax (PAT) from Rs. 140.20 lakhs toRs. 94.15 lakhs decline of 32.85% in profitability due to severe adverse marketconditions.
With a belief that employees are the assets of the company your company is committedfor proper utilization of its human resources with an aim to achieve professionalexcellence and sustainable mutual growth. As on 31st March 2016 Company has 15 Employeeson its roll.
Statements made in "Management Discussion & Analysis" describingprojections company's objectives and planning may be somewhat forward looking within themeaning of applicable laws and regulations. The Actual results might differ depending uponprevailing trends international business scenario government policies demand andavailability of products and government support by means of direct or indirect assistancefor export of products from time to time.
Your directors express their sincere thanks to Central and State Governmentdepartments Banks foreign buyers and customers for their cooperation and encouragementthey always extended to the company and look forward for their continued support. For thecontinuous support and meticulous efforts of Dealers Business Associates and employees inensuring an all round improved operational performance your directors wish to place onrecord their sincere thanks and appreciation.
| ||For & on behalf of the Board of Directors |
|Place: Jaipur || |
|Date: 13.07.2016 || |
| ||J.P. Kanodia |
| ||Chairman & Managing Director |
| ||DIN: 00207554 |
ANNEXURES TO THE BOARD OF DIRECTOR'S REPORT
Annexure 1 - Particulars of contracts/ arrangements made with related parties
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
There were no contracts or arrangements or transactions entered into during the yearended March 31 2016 which were not at Arm's length basis.
2. Details of contracts or arrangements or transactions at Arm's length basis.
There were no contracts or arrangements or transactions entered into during the yearended March 312016 which were at Arm's length basis.
| ||For and on behalf of the Board |
|Place : Jaipur || |
|Date : 13.07.2016 || |
| ||J.P. Kanodia |
| ||Managing Director |
| ||DIN: 00207554 |
Annexure 2 - Certificate of compliance of conditions of Corporate Governance
Under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
To the Members of
Unique Organics Limited
We have examined the compliance of conditions of corporate governance by UniqueOrganics Limited ('the Company') for the year ended 31 March 2016 as stipulated inregulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of regulation 46 andparagraph C D and E of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") with Stock Exchanges inIndia.
The compliance of conditions of Corporate Governance is the responsibility of theCompany's management. Our examination was limited to procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of theCorporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.
In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above mentioned Listing regulations.
We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the aff a i rs of t h e Co m pa n y.
|Place: Kolkata. || |
|Dated: 25.05.2016 || |
| ||A.K. Meharia |
| ||Partner |
| ||Membership No. 53918 |
| ||For A.K. Meharia & Associates |
| ||Chartered Accountants |
| ||FRN. 324666E |
Annexure 3 - Disclosure on remuneration pursuant to Section 197 of the Companies Act2013 read with Rule 5 (1) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 amended from time to time:
a) The information relating to managerial remuneration in terms of Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are detailedasunder: -
(i) The ratio of the remuneration of Whole Time Director (Managing Director) of theCompany to the median remuneration of the employees of the Company for the financial year2015-16:
Ratio of the remuneration of Whole Time Director of the Company to the medianremuneration of the employees of the Company is. Mr. J.P. Kanodia - Managing Directorratio is24.18:1 (1 denotes median salary).
Note - Information is only in respect of Whole Time (Executive) Directors who are onrolls of the Company as on 31st March 2016. Only one director Mr. J.P. Kanodia is WholeTime (Executive) Director in the Company working in the capacity of Managing Directorrest all directors all nonexecutive and are not paid any remuneration except sitting fees.For the calculation of median remuneration of employees of the Company total remunerationpaid during the year was taken of all employees except trainees helper and part-time.Employees joined/ left during the year were not considered for this calculation.
(ii) The percentage increase in remuneration of each Whole Time Director ChiefFinancial Officer and the Company Secretary of the Company during the financial year2015- 16 are as under;
Percentage increase in remuneration for Managing Director was NIL Chief FinancialOfficer was 10.56% and Company Secretary was 13.57%.
(iii) The percentage increase in the median remuneration of employees in the financialyear;
Median remuneration of employees of the Company increased by 16.40% during thefinancial year 2015-16 as compared to the financial year 2014-15.
(iv) The number of permanent employees on the rolls of the Company;
The Company had 15 permanent employees on its rolls as on 31st March 2016 (excludingtrainees).
(v) Average percentile increase already made in the salaries of employees of theCompany other than its Managerial Personnel (viz. Whole Time Directors of the Company)during the last financial year and its comparison with the percentile increase in themanagerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration;
Average remuneration increase for Non Managerial Personnel of the Company during thefinancial year was 22.08% and the average remuneration increase for the ManagerialPersonnel of the Company was NIL. Remuneration increase is dependent on the Company'sperformance as a whole.
(vi) Affirmation that the remuneration is as per the Remuneration Policy of theCompany;
It is affirmed that all remuneration paid is as per the Remuneration Policy of theCompany which has been approved by the Nomination and the Remuneration Committee of theCompany.
b) Information in terms of Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are detailed as under: -
(i) The names of the top ten employees in terms of remuneration drawn:
|SN. ||Name of employee ||Designations ||Remuneration |
|1 ||Mr. J.P. Kanodia ||Managing Director ||6000000.00 |
|2 ||Mr. Amardeep Singh Ahluwalia* ||Global Head (Marketing) ||189655.00 |
|3 ||Mr. Harish Pan war ||Chief Financial Officer ||496500.00 |
|4 ||Mr. Aayushi Sincji** ||CS/GM ||346725.00 |
|5 ||Mr. Mahaveer Sharma ||Purchase Manager ||299230.00 |
|6 ||Mr. Chandan Singh ||Purchase Manager ||252960.00 |
|7 ||Mr. Ramavtar Jangd*** ||Asst. CS! CS ||248132.00 |
|8 ||Mr. Guman Singh ||Security Guard ||168780.00 |
|9 ||Mr. kishan Yadav ||Plant Supervisor ||167889.00 |
|10 ||Mr. L D Das ||Driver ||156904.00 |
*appointed with effect from 04.02.2016.
** resigned from Company Secretary and joined as General Manager w.e.f. 23.10.2015.
*** appointed as Company Secretary w.e.f. 23.10.2015.
(i) None of the employee was in receipt of remuneration for the year in the aggregatewhich was not less one crore and two lakh rupees:
(ii) None of the employee employed for part of year that was in receipt of remunerationat a rate which in the aggregate was not less than Eight lakh and fifty thousand rupeesper month.
a) There was no employee throughout the year who was in receipt of remuneration inaggregate in excess of managing director or whole-time director or manager.
b) Mr. J.P Kanodia M.D. and Mrs. Madhu Kanodia Director are related party to eachother and no other director is related to any director.
Annexure4-Nomination & Remuneration Policy
Our Policy on the Appointment and Remuneration of directors and key managerialpersonnel provides a framework for strategic growth of the company. The Nomination &Remuneration Policy provided herewith pursuant to Section 178(4) of the Companies Act2013 and Regulation 19 of the SEBI (LODR) Regulations 2015. The Policy is also availableon our website. At below web-link: http://uniqueorganics.com/cg.php
This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 ("the Act") read along with rules thereunder andRegulation 19 of the SEBI (LODR) Regulations 2015 as amended from time to time.
This Nomination and Remuneration Policy (the "Policy") applies to the Boardof Directors (the "Board") Key Managerial Personnel (the "KMP") andthe Senior Management Personnel of Unique Organics Limited (the "Company").
"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;
"Key Managerial Personnel" means:
i) Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;
ii) Company Secretary;
iii) Chief Financial Officer; and
iv) Such other officer as may be prescribed.
"Senior Managerial Personnel" mean the personnel of the company who aremembers of its core management team excluding Board of Directors. Normally this wouldcomprise all members of management of rank equivalent to General Manager and aboveincluding all functional heads.
The objective of the policy is to ensure that:-
1) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;
2) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
3) Remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.
NOMINATION AND REMUNERATION COMMITTEE (NRC) being constituted in compliance of Section178 of the Companies Act 2013 ("the Act") read along with rules thereunder andClause 49 of the Listing Agreement/ Regulation 19 of the SEBI (LODR) Regulations 2015 asamended from time to time will be working as under:
The role of the NRC will be the following:-
1) To formulate criteria for determining qualifications positive attributes andindependence of a Director.
2) To formulate criteria for evaluation of Independent Directors Board and itsCommttees.
3) To identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria laid down in this policy.
4) To carry out evaluation of Director's performance.
5) To recommend to the Board the appointment and removal of Directors and SeniorManagement.
6) To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.
7) To devise a policy on Board diversity composition size.
8) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification amendment or modification as may beapplicable.
9) To perform such other functions as may be necessary or appropriate for theperformance of its duties.
6. APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT:
1) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his / her appointment as per Company's Policy.
2) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person aresufficient/satisfactory for the position.
3) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.
4) The Company shall not appoint or continue the employment of any person as whole-timeDirector who is an undischarged insolvent or has at any time been adjudged as aninsolvent.
a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Noreappointment shall be made earlier than one year before the expiry of term.
b) Independent Director:
Company shall have at least 50% of the total number of directors as independentdirectors and all independent directors shall meet the criteria as laid down in Section149(6) of the Act.
An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of an ordinaryresolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.
At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.
The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.
The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act. The Board will have the discretion to retain the Director KMPSenior Management Personnel in the same position/ remuneration or otherwise even afterattaining the retirement age for the benefit of the Company.
11. POLICY FOR REMUNERATION TO DIRECTORS/KMP/ SENIOR MANAGEMENT PERSONNEL:
1) Remuneration to Managing Director/Whole-time Directors:
a) Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 Schedule Vof the Act and rules made there under or any other enactment for the time being in forceand the approvals obtained from the Members of the Company.
b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors to attract retain and motivate them.
c) Company may make a balance in remuneration by fix and variable reflecting short termand long term performance and working of the company.
2) Remuneration to Non-Executive/Independent Directors:
a) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013 read with rulesthereunder and provisions of Listing Agreement. The amount of sitting fees shall be suchas may be recommended by the Nomination and Remuneration Committee and approved by theBoard of Directors and members from time to time.
b) All the remuneration of the Non-Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made thereunder or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.
c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.
d) Any remuneration paid to Non-Executive / Independent Directors for services renderedwhich are of professional in nature shall not be considered as part of the remunerationfor the purposes of clause (b) above if the following conditions are satisfied:
i) The Services are rendered by such Director in his capacity as the professional; and
ii) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.
3) Remuneration to Key Managerial Personnel and Senior Management:
a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay reflecting their short term and long term performance andworking in compliance with the provisions of the Companies Act 2013 and in accordancewith the Company's Policy.
b) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share based payments to be made to Key Managerial Personnel and SeniorManagement.
c) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.
d) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.
12. LOAN TO KMP SENIOR MANAGEMENT AND OTHER EMPLOYEES OF THE COMPANY: (EXCEPT DIRECTORWHICH IS GOVERNED BY SECTION 185 OF THE COMPANIESACT 2013)
1) Company may consider the loan applications received form KMP Senior Management andother employees of the company.
2) The loan may be granted/ sanctioned for purchase of vehicle medical treatment ofself and family dependent or to meet other personal expenditure.
3) The loan may be given at a concessional rate of interest or interest free at thesole discretion of the board/company.
4) The amount of loan repayment period mode of repayment amount of installmentextension and other relevant terms & conditions may be decided by board/company asthey/it deem fit or suitable from time to time.
5) The company may take suitable steps to secure the loan given by availing collateralsecurity deposit of title deed/papers of the vehicle/property concerned or by takingpostdated cheque or any other way.
1) The Committee may recommend to the board or board may issue guidelines proceduresformats reporting mechanism and manuals in supplement and for better implementation ofthis policy as considered appropriate.
2) The Committee may Delegate any of its powers to one or more of its members ordirectors of the company.
3) The NRC may recommend changes if any or the Board may itself amend the policy fromtime to time in accordance with Act Rules and Provisions in force.
Annexure 5 - Policy for Evaluation of the Performance of the Board Its Committees andIndividual Directors
Unique Organics Limited (hereinafter referred to as "the Company") believesin conducting its affairs in a fair and transparent manner by adopting the higheststandards of professionalism honesty integrity and ethical behavior in consonance withthe Company's Code of Conduct for its directors KMP's and employees.
Therefore the Company has made this policy to comply with various provisions under theclause 49 of the Listing Agreement entered into by the Company and BSE/ SEBI (LODR)Regulations 2015 and also the formal annual evaluation made by the Board of Directors ofits own performance (self-appraisals) and that of its committees and individual Directorsas mentioned under the clause (p) of sub-section (3) of Section 134 of the Companies Act2013. The Nomination & Remuneration Committee shall evaluate the performance of theeach Director as per subsection (2) of Section 178 and based on the functions of the Boardof Directors as indicated under Schedule IV (as per section 149) annexed to the CompaniesAct 2013 and the Rules made there under.
1) "the Act": The Act shall mean The Companies Act 2013;
2) "the Company": The Company shall mean Unique Organics Limited.
3) "the Director" or "the Board": The Director or the Board inrelation to the Company shall mean and deemed to include the collective body of the Boardof Directors of the Company including the Chairman of the Company.
4) "the Independent Director": The Independent Director shall mean anIndependent Director as defined under section 2 (47) to be read with section 149 (5) ofthe Act.
5) "the Policy" or "this Policy": The policy or This Policy shallmean the Policy for Evaluation of performance of Board of Directors of the Company.
6) "the Committee" or "this Committee": The Committee or ThisCommittee shall mean the Nomination and Remuneration Committee of the Board of Directorsformed under the provisions of Section 178 of Companies Act 2013.
The Object of this policy is to formulate the procedures and also to prescribe and laydown the criteria to evaluate the performance of the entire Board its Committee andindividual director including independent directors of the Company.
D. PROCEDURE FOR PERFORMANCE EVALUATION:
The Committee shall evaluate the performance of each Board of Directors of the Companywith reference to the authority under the Nomination and Remuneration Policy of theCompany framed in accordance with the provisions of section 178 of the Companies Act 2013and based on their functions and the criteria for the evaluation of the performance asprescribed in this policy.
Evaluation of Independent Director shall be carried on by the entire Board in the sameway as it is done for the Executive Directors/Non-Independent Directors of the Companyexcept the Director getting evaluated.
The evaluation of individual directors including Independent Directors shall be done bythe Board as a whole keeping in view the inputs provided by Nomination & RemunerationCommittee.
Based on the performance evaluation of each and every Director and the Chairman of theCompany the Committee shall provide the ratings based on each criteria. The detailedprocess of evaluation and ratings thereon are mentioned in the Policy.
To carry out performance evaluation of Board its Committees and Directors Ratingsystem shall be followed from 1 to 10 points (1 being least effective and 10 being mosteffective) on the following criteria's:
Note: Rating 9.0 and above - excellent between 7.5 to 8.9 - Very good between 6.0 to7.4 - Good between 3.5 to 5.9 - Satisfactory and Less than 3.5- Unsatisfactory.
E. CRITERIA FOR EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS:
E-1. For Board & its Committees:
|S.n. ||Criteria for evaluation of performance ||Rating |
|1) ||Composition of Board with respect to ratio of Independent Directors & woman Director || |
|2) ||Frequency of Meetings. || |
|3) ||Discharge of the key functions prescribed under law. || |
|4) ||Discharge of other responsibilities prescribed under law. || |
|5) ||Monitoring the effectiveness of corporate governance practice. || |
|6) ||Ensuring the integrity of the companys accounting and financial reporting systems independent audit internal audit and risk management system (for Board and Audit Committee). || |
|7) ||Ensuring Internal Financial Control and Risk Management. || |
|8) ||Working in the interests of all the stakeholders of the company. || |
E-2. Individual Directors: (Including Independent Director)
|S.n. ||Criteria for evaluation of performance ||Rating |
|1) ||Attendance and contribution at Board and Committee meetings. || |
|2) ||Pro-active and positive approach with regard to Board and Senior Management particularly the arrangements for management of risk and steps needed to meet challenges from the competition. || |
|3) ||Maintaining confidentiality. || |
|4) ||Acting in good faith and in the interest of the company. || |
|5) ||Exercising duties with due diligence and reasonable care. || |
|6) ||Complying with legislations and regulations in letter and spirit. || |
|7) ||Professional ethics integrity and values. || |
|8) ||Maintaining relationships of mutual trust respect with Board members. || |
|9) ||Capacity to effectively examine financial and other information on operations of the company and the ability to make positive contribution thereon. || |
|10) ||Handling day to day activities of the office./ his/her Independence in the Company (In case of Independent Directors) || |
|11) ||appropriate mix of expertise skills behavior experience leadership qualities || |
|12) ||Educational/Professional qualifications || |
|13) ||Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency. || |
|14) ||His/her knowledge of finance accounts legal investment marketing foreign exchange/ hedging internal controls risk management assessment and mitigation business operations processes and Corporate Governance. || |
The foresaid criteria for performance evaluation are subject to change from time totime.
F. MEETING FOR EVALUATION OF PERFORMANCE OF BOARD MEMBERS:
Evaluation of the Executive Directors of the Company shall be carried out by entireBoard except the Director being evaluated. The meeting for the purpose of evaluation ofperformance of Board Members shall be held at least once in a year and the Company shalldisclose the criteria laid down by the Nomination and Remuneration Committee forperformance evaluation on its web site for the reference and also in the Annual Report ofthe Company.
G. PROCEDURETORATETHE PERFORMANCE:
Based on evaluation criteria the Nomination & Remuneration Committee and the Boardshall rate the performance of the each and every Director and shall decide the strategy toextend or continue the term of appointment or to introduce new candidate as a member ofthe Board or Retirement of the member based on his/her performance rating as to create andmaintain the most effective and powerful top level management of the Company for itsfuture growth expansion diversification and also to maximize the returns on investmentsto the stakeholders of the Company.
Annexure 6 - Secretarial Audit Report
Form No. MR-3
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]