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Uniworth International Ltd.

BSE: 514282 Sector: Others
NSE: UNIWORTINT ISIN Code: INE760D01015
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Uniworth International Ltd. (UNIWORTINT) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 22nd Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2015.

FINANCIAL HIGHLIGHTS

During the year under review performance of your company as under:

Particulars 31st March 2015 31st March 2014
(Rs. in Lacs) (Rs. in Lacs)
Turnover & other Income - -
Profit /(Loss) before Interest and Depreciation (17.26) (9.15)
Less: Interest 580.61 580.61
Profit /(Loss) before Depreciation (597.87) (589.76)
Less: Depreciation - -
Profit /(Loss) before Tax (597.87) (589.76)
Less: Provision for Taxation - -
Profit /(Loss) after Tax for the year (597.87) (589.76)
Add: Balance Brought Forward from the Previous year (9747.36) (9157.60)
Profit /(Loss) carried to Balance Sheet (10345.23) (9747.36)

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK :

There was no business activity in real terms during the year under review. So there wasno income during the year. But Company is reconsidering about other activities suitablefor the Company.

MATERIAL CHANGE AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the Financial Statements relate and the date of this report

DIVIDEND :

In view of huge accumulated losses the Directors regret their inability to recommendany dividend for the Financial Year 2014-15.

DEPOSITS

The Company has neither invited nor accepted deposits from the public within themeaning of Section 73 of the Companies Act 2013 and the rules made there under.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act 2013 your Directors state asfollows :

a) That in the preparation of accounts applicable accounting standards have beenfollowed and there are no material departures ;

b) That appropriate accounting policies have been selected and applied consistentlywith reasonable and prudent judgements and estimates so as to give true and fair view ofthe state of affairs of the Company;

c) That proper and sufficient care have been taken for the maintenance of adequateaccounting records for safeguarding assets and for preventing fraud and otherirregularities;

d) That the Annual Accounts have been prepared on a going concern basis ;

e) That internal financial controls had been laid down and are adequate and operatingeffectively ;

f) That proper systems had been devised to ensure compliance with the provision of allapplicable laws and such systems are adequate and operating effectively ;

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. K. Rathi (DIN : 01386151) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. Since the last AnnualGeneral Meeting Ms. Sarbani Moitra (DIN : 07091288) has been appointed as an AdditionalDirectors of the Company w.e.f. 11.02.2015 . Appropriate Resolutions seeking your approvalfor their appointment are appearing in the Notice convening the Annual General Meeting.

DECLARATION FROM INDEPENDENT DIRECTOR

The Independent Directors has submitted their Disclosures to the Board that theyfulfill all the requirements as stipulated under section 149 (6) of the Companies Act2013 so as to qualify themselves to be appointed as Independent Directors.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

The particulars of Loan Guarantee and Investments have been disclosed in the financialstatements.

TRANSACTION WITH RELATED PARTY

None of the transactions with related party falls under the scope of section 188 (1) ofthe Act the details pertaining to transactions are included in the Corporate GovernanceReport which forms part of this report.

AMOUNTS TRANSFERRED TO RESERVES

In view of huge accumulated losses the Directors regret their inability to recommendany amount to be transferred to reserves for the Financial Year 2014-15.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of Companies Act 2013 and theCompanies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 therequired information relating to the " Conservation of Energy TechnologyAbsorption" do not apply to the Company.

RISK MANAGEMENT

A comprehensive risk management policy for the purpose of management policy in theCompany for periodical review by the Board of Directors is in place. In addition RiskManagement issues are generally discussed in the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITIES

The provisions of Section 135 of the Act in connection with Corporate SocialResponsibility are not applicable to the Company since the Company falls below thethreshold limits.

CONSOLIDATED FINANCIAL STATEMENTS 0F SUBSIDIARY COMPANY :

In accordance with Section 129 (3) of the Companies Act 2013 the Company has preparedConsolidated Financial Statements of the Company and its subsidiary which is followingpart of the Annual Report. Summarized details of the subsidiary is provided in Form AOC 1as Annexure I.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee ("NRC") reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of the individual director to the Board andcommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In addition the Chairman was alsoevaluated on the key aspects of his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

CORPORATE GOVERNANCE

As a Listed Company necessary measures are taken to comply with Clause 49 and allother applicable provisions of Listing Agreements with the Stock Exchanges and otherCompany Law requirements. A report on Corporate Governance along with a certificate fromthe Auditors is annexed hereto and forms part of this Report.

NUMBER OF BOARD MEETINGS

During the Financial Year 2014-15 the Board of Directors of the company met four timesdetails of the meetings has been given in the Corporate Governance Report which formspart of this report.

AUDIT COMMITTEE

The Details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.

NOMINATION & REMUNERATION COMMITTEE

The Details pertaining to composition of Nomination & Remuneration Committee areincluded in the Corporate Governance Report which forms part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Details pertaining to composition of Stakeholders Relationship Committee areincluded in the Corporate Governance Report which forms part of this report.

AUDITORS’ REPORT :

The observations of the Auditors’ Report have been dealt with in the Notes toFinancial Statement and being self-explanatory do not call for any furtherclarifications.

AUDITORS :

M/s S. S. Kothari & Co. Chartered Accountants Auditors of the Company areretiring at the ensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL AUDITOR :

In terms of Section 204 of the Companies Act 2013 the Board of Directors at theirmeeting held on 29th May 2015 have appointed M/s K K Sanganeria & AssociatesPracticing Company Secretaries as Secretarial Auditor for conducting Secretarial Auditof the Company for the Financial Year 2015-16. Report of the Secretarial Auditor for thefinancial year ended 31.03.2015 is given as an Annexure II which forms part of thisreport.

BOARDS VIEW :

The Company has complied with all the compliances of BSE & CSE. Due to non-paymentof listing fees to BSE the trading of the securities are suspended. In respect of thestatus of the company being shown as "Suspended" by the Calcutta StockExchange Ltd. the company has taken up the matter with the Calcutta Stock Exchange Ltd.as the company is in compliance with the Listing Agreement. As regards appointment of KeyManagerial Personnel the company is on the lookout for suitable candidates and thecompliance of the requirement shall be met shortly.

The Company has disputed the repayment of due. The loss and damages caused to theborrower by the lender is much more than the amount lent. Hence figures of the borrowedamount shown in the balance sheet after due adjustments with the said loss and damages mayresult in entitlement to recover substantial amount from the lender. Under these facts andcircumstances the figures of borrowed amount in this balance sheet cannot be consideredas admission if any of the claim of lender(s).

EXTRACT OF ANNUAL RETURN :

As provided under Section 92 (3) of the Companies Act 2013 the extract of AnnualReturn is given in "Annexure III" in the prescribed form MGT -9 which formspart of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The company is committed to provide a safe and conducive work environment to itsemployee and has formulated "Policy for Prevention of Sexual Harassment". Duringthe financial year ended 31st March 2015 the Company has not received any complaintspertaining to Sexual Harassment.

INDUSTRIAL RELATIONS :

Industrial Relations continued to remain cordial throughout the year. Your Directorswish to place on record their appreciation for dedicated and sincere services rendered bythe executives staff and workmen at all levels.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received fromall concerned and particularly the Shareholders of the Company for continuing to bear withthe adversities of the Company.

On Behalf of the Board
Place : Kolkata Kamal Sharma S. K. Sett
Date : 29th May 2015 Executive Director Director

ANNEXURE I TO DIRECTORS’ REPORT

FORM AOC - 1

(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014)

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES &ASSOCIATES

SUBSIDIARY

(Rs. in Lacs except percentage of Sahreholding)

Name of Subsidiary Uniworth Biotech Limited
Reporting Date 31.03.2015
Reporting Currency INR
Share Capital 5.00
Reserves & Surplus (7.97)
Total Assets 744.67
Total Liabilities 744.67
Investments 1.40
Turnover -
Profit/(Loss) before Taxation (0.74)
Tax Expense -
Profit/(Loss) after Taxation (0.74)
Proposed Dividend -
% of Shareholding 98.60

 

On Behalf of the Board
Place : Kolkata Kamal Sharma S. K. Sett
Date : 29th May 2015 Executive Director Director

ANNEXURE II

SECRETARIAL AUDIT REPORT

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED MARCH 31 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014] To The Members

Uniworth International Limited

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Uniworth International Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon. Based on my verification of Uniworth InternationalLimited’s books papers minute books forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit

I hereby report that in my opinion the Company has during the audit period coveringthe financial year ended March 31 2015 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance mechanism inplace to the extent in the manner and subject to the reporting made hereinafter.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of:

(1) The Companies Act 2013 (the Act) and the rules made there under;

(2) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(3) The Depositories Act 1996 and the Regulations and bye-laws framed thereunder;

(4) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment and External Commercial Borrowings;

(5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2013;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(6) Employees Provident Fund and Miscellaneous Provisions Act 1952

(7) Employees State Insurance Act 1948

(8) Environment Protection Act 1986 and other environmental laws

(9) Factories Act 1948

(10) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003

(11) Indian Contract Act 1872

(12) Income Tax Act 1961 and Indirect Tax Laws

(13) Indian Stamp Act 1999

(14) Industrial Dispute Act 1947

(15) Maternity Benefits Act 1961

(16) Minimum Wages Act 1948

(17) Payment of Bonus Act 1965

(18) Payment of Gratuity Act 1972

(19) Payment of Wages Act 1936 and other applicable labour laws

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the Calcutta StockExchange Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above. Except in respect oftrading suspension at BSE Limited due to non-payment of listing fees to them and also inrespect of the Calcutta Stock Exchange Limited the trading of the securities has beensuspended for non-compliances.

I further report that the Company has no full time Company Secretary and CFO asrequired by Companies Act 2013 during the year under review. I further report that thisreport also refer the Statutory Auditors Report dated 29th May 2015 specially the basisfor their qualified opinion as mentioned therein.

I further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non Executive Directors and Independent Directors.

The changes in the composition of the Board of Directors that took place during theperiod under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period there were no instances of:

(i) Public / Rights / Preferential issue of shares /debentures / sweat equity.

(ii) Redemption / buy-back of securities.

(iii) Major decisions taken by the Members in pursuance to Section 180 of the CompaniesAct 2013.

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations.

Kamal Kumar Sanganeria
K. K. Sanganeria & Associates
FCS No.: 2643
C.P. No. : 3880
Place : Kolkata
Date : 27.05.2015

‘Annexure A’

(To the Secretarial Audit Report of M/s. Uniworth International Limited for thefinancial year ended 31.03.2015)

To

The Members

Uniworth International Limited

Green Acres 2 Nazar Ali Lane Flat- 4A Kolkata - 700 019

Our Secretarial Audit Report for the financial year ended 31.03.2015 of even date is tobe read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and the processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulation and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Kamal Kumar Sanganeria
K. K. Sanganeria & Associates
FCS No.: 2643
C.P. No. : 3880
Place : Kolkata
Date : 27.05.2015