The Members of
UNISON METALS LIMITED
The directors of your company have pleasure in presenting the Twenty Sixth AnnualReport along with the Audited Statement of accounts for the year ended on 31st March2016
The financial results of your Companys working are as under:
| ||(Rs in lacs) ||(Rs in lacs) |
| ||31/03/2016 ||31/03/2015 |
|Total Revenue ||5601.43 ||4997.75 |
|Profit before Tax and exceptional items ||124.56 ||65.38 |
|Add: Exceptional item ||114.83 ||(24.18) |
|Less : Earlier year income tax ||(0.21) ||(1.47) |
|Profit before Tax ||239.39 ||41.20 |
|Less: Provision for taxation ||26.30 ||13.95 |
|Less: Deferred tax ||32.64 ||7.70 |
|Profit after Income Tax ||180.67 ||21.02 |
|Add: Surplus from Previous years ||279.43 ||258.41 |
|Profit available for appropriation ||460.10 ||279.43 |
|Balance as per Balance Sheet ||460.10 ||279.43 |
The net profit before exceptional items and taxes is Rs. 124.56 lacs (Previous YearRs.65.38 lacs). The exceptional Item comprises of reversal of diminution in value ofinvestment of Rs.114.83 lacs (previous year Rs. (24.18) Lacs) made in earlier years. Sothe net profit after taxes resulted into the profit for the year at Rs. 180.67 lacs(Previous Year Rs.21.02 lacs).During the year Company has changed the method of providingdepreciation in relation to Plant and Machinery and thereby the write-back of depreciationof 130.30 lakhs reflected in increase in the net profit in comparison to earlier.
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 commerce business.
The company is initiating series of innovation and improvement of product quality tosustain the competition 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 environment.
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 Mahesh V. Changrani is liable to retire by rotation and beingeligible offers himself for reappointment. Your directors recommend his reappointment asdirector of the company.
The tenure of independent director Shri M.K.Harsh expires in the ensuing Annual GeneralMeeting.Board of Directors place on record the sincere appreciation of valuablecontribution made by Shri M.K.Harsh .
Board of Directors recommend the appointment of Shri Hans Vijendra Mittal asindependent director for a term of 2 years. Shri Hans Vijendra Mittal 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 received declaration from the independent directors confirming thatthey meet the criteria of independence as laid down u/s 149 of the Companies Act 2013Listing agreement and SEBI (Listing & Disclosure Requirements) Regulations 2015.
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
M/s Kishan M Mehta & Co the auditors of the company were appointed as statutoryauditors for a term of 3 years in Twenty Fourth Annual General Meeting pursuant to theprovisions of the Companies Act 2013. There appointment is to be ratified in ensuinggeneral meeting for which necessary resolution is proposed.
As regard observation in statement in Annexure A to auditors report underCompanies (Auditors report) order 2016 as to loans in excess of the limit allowableunder section 186 of the companies act 2013 without prior approval by means of specialresolution of the shareholders the company has given security deposit of Rs.725 lacs totwo parties to secure its contract manufacturing. Consequently as per company there is noviolation of the provisions of Sec. 186. However considering the observations of theauditors the company is putting special resolution through postal ballot for authorizingthe board for loans etc. and for post approval & consent of the loans in excess of thelimit as observed by auditors.
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 2016the 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
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 applicable 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) Regulations 2015 Management Discussion and Analysis Report isannexed hereto as Annexure -III
The wholly owned subsidiary named TITU International Co Ltd incorporated in F.Y 2013-14did not start activities due to market conditions in Vietnam. The said Wholly OwnedSubsidiary is closed & there being no revenue and activity in the said WOS there hasbeen no requirement of preparing financial statements as per Vietnamese Law &therefore this being the only subsidiary of the company the consolidated financialstatements are also not applicable during F.Y.2015-16.
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 31/03/2016.The secretarial audit report in annexed hereto as annexure -II.As to remarks in the secretarial audit report in relation to compliance of Section 186 ofthe act the explanation is same that of as to Auditors observations under auditor &auditors report herein.
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.
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 18 and 37 to financial statements.Company has not provided any guarantee.
INTERNAL FINANCIAL 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 for safe guarding of the assets detectionof fraud and error reliable financial information and accuracy of accounting records etc.The accounts are subject to internal audit and internal check and control is also reviewedfrom time to time and significant observation and action thereon presented to auditcommittee.
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 others major areas in riskmanagement includes internal audit process of estimation contract management and timelydecision making process. The company has risk management committee to ascertain andminimize the risk.
PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE 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 andrecommendation of managerial personnel) Rules there is no employee who was in receipt ofremuneration of not less than Rs.6000000/- during the year ended 31st March2016 or notless 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 executives of the company.
| ||For and on behalf of the Board |
|Place : Ahmedabad ||(TIRTH U. MEHTA) |
|Date : 01-06-2016 ||Managing Director |
| ||(Mahesh V. Changrani) |
| ||Executive Director |