The Members of
UNISON METALS LIMITED
The directors of your company have pleasure in presenting the Twenty Seventh AnnualReport along with the Audited Statement of accounts for the year ended on 31st March 2017
The financial results of your Company's working are as under:
| ||(Rs. in lacs) ||(Rs. in lacs) |
| ||31/03/2017 ||31/33/2016 |
|Total Revenue ||7232.30 ||5601.43 |
|Profit before Tax and exceptional items ||78.22 ||124.56 |
|Add: Exceptional item ||0.00 ||114.83 |
|Profit before Tax ||78.22 ||239.39 |
|Less: Provision for taxation ||0.0 ||26.30 |
|Less: Deferred tax ||24.64 ||32.64 |
|Less : Earlier year income tax ||(0.90) ||(0.21) |
|Profit after Income Tax ||54.49 ||180.67 |
|Add: Surplus from Previous years ||460.10 ||279.43 |
|Profit available for appropriation ||514.59 ||460.10 |
|Balance as per Balance Sheet ||514.59 ||460.10 |
The profit before exceptional items and taxes is Rs. 78.22 lacs (Previous Year Rs.124.56 lacs). The excep- tional Item comprises of reversal of diminution in value ofinvestment of Rs.0.00 lacs (previous year Rs. 114.83 Lacs) made in earlier years. So theprofit after taxes resulted into the profit for the year at Rs. 54.49 lacs (Previous YearRs.180.67 lacs).
In earlier year we were selling our goods through the business process of e- commerce.There is increase in such turnover as the number of e-commerce business vendors increasedwith the increasing growth of e- commerce business. The company expects to increase theactivity including the business through e com- merce business.
The company is initiating series of innovation and improvement of product quality tosustain the competi- tion and to further the prospects of the company.
The company has a stable Effluent Treatment system and is a "Zero Discharge"company thereby taking a pathbreaking step towards being an Environment friendly companycommitted towards cleaner environ- ment.
The company has not accepted any deposit from public within the meaning of section 73to 76 of the Companies Act 2013 and the rules framed thereunder
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
The director Shri Tirth U.Mehta is liable to retire by rotation and being eligibleoffers himself for reappoint- ment. Your directors recommend his reappointment as directorof the company. Further the tenure of appointment of Shri Tirth U.Mehta as Managingdirector expired on 15th August 2017. He was reappointed by the board ofdirectors vide resolution at board meeting held on 16th August 2017 .He possesnecessary qualification & criteria as laid down under Companies Act 2013 Listingagreement and SEBI (Listing & Disclosure Requirements) Regulations 2015 Board ofDirectors recommend for the approval of the reap- pointment of Shri Tirth U.Mehta asmanaging director.
Ms.Manishaben Panchal was appointed as independent additional director in the meetingof the board of directors held on 28th June 2017 for a tenure of 1 yearsubject to approval of shareholders in annual general meeting. She meet the criteria ofindependence as laid down u/s 149 of the Companies Act 2013 Listing agreement and SEBI(Listing & Disclosure Requirements) Regulations 2015.The Company has re- ceiveddeclaration from the independent director confirming that she meet the criteria ofindependence as laid down u/s 149 of the Companies Act 2013 Listing agreement and SEBI(Listing & Disclosure Require- ments) Regulations 2015. Board of Directors recommendfor the approval of the appointment of Ms.Manishaben B.Panchal as independent director .
Smt. Anubha Kabra resigned from the board of directors on 29th March 2017. Board thankher for her dedication and the contribution during her tenure as Non-Executive Director .
The tenure of appointment of Shri Mahesh V.Changrani as whole-time director expired on15th November 2016. He was reappointed by the board of directors vide resolution at boardmeeting held on 26h October 2016 .He posses necessary qualification & criteria aslaid down under Companies Act 2013 Listing agree- ment and SEBI (Listing &Disclosure Requirements) Regulations 2015 Board of Directors recommend the appointment ofShri Mahesh V.Changrani as whole-time director .
As on date Tirth Mehta CEO & Managing Director Mahesh Changrani Whole-timeDirector Rajesh Asawa Chief Financial Officer and Harshal Agrawal Company Secretary areKMP of the Company.
Details of the directors appointment / reappointment are given in the notice of AGM.Further details of director including remuneration remuneration policy criteria forqualification & independence Board and committee meeting and other details are givenin corporate governance report which is integrated part of this Board report.
Company do not declare dividend during the year and decides to plough back the funds inthe development of the company.
AUDITORS & AUDITORS REPORT
The tenure of M/s.Kishan M Mehta & Co Chartered Accountants the StatutoryAuditors of the Company expires from the conclusion of the ensuing annual general meetingdue to application of provisions of retiring by rotation under section 139 of thecompanies act 2013. Therefore company needs to appoint a new auditor in their place. TheBoard of Directors place on record their appreciation for the professional servicesrendered by Kishan M Mehta & Co Chartered Accountants during their long associationwith the Company.
The Board of Directors recommend the appointment of M/s. Jain Kedia & SharmaChartered Accountants as Statutory Auditors of the Company to hold office from theconclusion of this Annual General Meeting till the conclusion of the 32nd AGM .
DIRECTORS RESPONSIBILITY STATEMENT
To the best of the knowledge and belief your directors make following statements interms of section 134(3)(c) of the Companies Act 2013.
1. In the preparation of the annual accounts for the year ended on 31st March 2017the applicable accounting standards have been followed along with proper explanationwherever required and there is no material departures from the same.
2. 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 aforesaid period.
3. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
4. The directors have prepared the annual accounts on a going concern basis and
5. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. The directors had devised proper systems to ensure compliance with the provisions ofall appli- cable laws and that such systems were adequate and operating effectively.
Management Discussion & Analysis
Pursuant to Regulation 34(2)(e) of SEBI (Listing obligations and DisclosureRequirements) (LODR) Regula- tions 2015 Management Discussion and Analysis Report isannexed hereto as Annexure -III
The company has complied with the applicable mandatory requirements of SEBI (LODR)Regulations 2015.
The several regulations of the SEBI (LODR) Regulations 2015 are not applicable to thecompany as the company has not crossed the specified limit as laid down in regulation15(2)(a) of the said regulations i.e. Paid up capital Rs 10 Crore & net worth Rs.25Crore however Company has made disclosures voluntarily in relation to several of theseregulations.
Your Company has been practicing the principles of good corporate governance over theyears. The Board of directors support the broad principles of corporate governance. Inaddition to the basic governance issues the board lays strong emphasis on transparencyaccountability and integrity.
There is no change in Paid-up Share Capital of Rs.3 20 42000.
CORPORATE SOCIAL RESPOSIBILITY
Corporate Social responsibility Committee & its policy is not applicable to thecompany in view of the fact that the Company has not crossed the threshold limitprescribed under section 135 of the Companies Act 2013
Pursuant to the provisions of section 201 of Companies Act 2013 Shri Viral Ranpurapracticing company secretary was appointed to undertake the secretarial audit for theyear ended on 31/33/2017.The secre- tarial audit report in annexed hereto as annexure -II.
RELATED PARTY TRANSACTION;
All related party transactions entered into during the financial year were on a ArmLength basis and in the ordinary course of business and there were no material relatedparty transactions made by the company during the financial year under review. There wereno material related party transactions made by the company with key managerial personwhich may have potential conflict with the interest of the company at large Related partytransactions are provided in notes to financial statements . Related party transactionsare placed before the audit committee and also before the board wherever necessary incompliance with the provisions of the Act listing agreement and policy of the company torelated party transactions.
VIGIL MECHANISM / WHISTLE BLOWER POLICY :
The Company has adopted a whistle Blower Policy through which the Company encouragesemployees to bring to the attention of Senior Management any unethical behavior andimproper practices and wrongful conduct taking place in the Company. The brief details ofsuch vigil mechanism forms part of the Corporate Governance Report and is available on theWebsite of the Company www.unisongroup.net .
EXTRACT OF ANNUAL RETURN
Extract of Annual return in MGT-9 is annexed to this report as annexure I
LOANS GURANTEE AND INVESTMENT :
Details of loans and investment by company under the provisions of section 186 ofCompanies Act 2013 are provided in Note No. 12 13 & 17 to financial statements.Company has not provided any guarantee.
INTERNAL FI NANCIAL CONTROL SYSTEM;
As per the provisions of the Companies Act the directors have the responsibility forensuring that the company has proper internal financial control system to provide withresources assurance regarding adequacies and operative effectiveness of control to enablethe director to meet there responsibility. Company has in place sound system to ensure forsafe guarding of the assets detection of fraud and error reliable financial informationand accuracy of accounting records etc. The accounts are subject to internal audit andinternal check and control is also reviewed from time to time and significant observationand action thereon presented to audit committee.
The company has in place a mechanism to indentify assess monitor and mitigatedifferent risk of business. The major relevant risk include increase in price of inputmaterials market risk oversight in estimation and other's major areas in risk managementincludes internal audit process of estimation contract manage- ment and timely decisionmaking process. The company has risk management committee to ascertain and minimize therisk.
PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEX- CHANGE EARNINGS AND OUTGO.
The particulars as prescribed under section 134(3)(m) of the companies Act 2013 readwith the Companies Rules 2014 are annexed hereto and form part of this report.
PARTICULARS OF EMPLOYEES
As required under section 197 of the Companies Act2013 and Companies (Appointment andrecommenda- tion of managerial personnel) Rules there is no employee who was in receiptof remuneration of not less than Rs.6000000/- during the year ended 31st March2017 ornot less than Rs.500000/- per month during any part of the said year.
The directors place on record their appreciation for co-operation and support extendedby the bankers financial institutions customers and suppliers of the company. Thedirectors also wish to place on record their sincere appreciation of the devoted andefficient services rendered by the workers staff and execu- tives of the company.
| ||For and on behalf of the Board |
|Place : Ahmedabad ||(PRAKASH RAJYAGURU) |
|Date : 16th August 2017 ||(Chairman) |