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Unno Industries Ltd.

BSE: 519273 Sector: Financials
NSE: N.A. ISIN Code: INE142N01023
BSE LIVE 15:11 | 29 Mar Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 0.49
PREVIOUS CLOSE 0.49
VOLUME 1167463
52-Week high 0.49
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.49
Sell Qty 1503569.00
OPEN 0.49
CLOSE 0.49
VOLUME 1167463
52-Week high 0.49
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.49
Sell Qty 1503569.00

Unno Industries Ltd. (UNNOINDUSTRIES) - Director Report

Company director report

For The Financial Year 2014-15

Dear Members

Your directors have pleasure in presenting the 23rd Annual Report togetherwith the audited financial results for the period ended on 31st March 2015

Financial Performance

(Rs. in Lacs)
Year Ended Year Ended
Particulars 31.03.2015 31.03.2014
Income 236.44 138.55
Profit Before taxation 14.81 12.97
Provision For Taxation 4.70 4.02
Profit/ Loss for the Year 10.11 8.95
Provision For Deferred Tax 0.00 0.00
Profit / Loss For the Year 10.11 8.95
Earnings Per Share 0.0024 0.0021

Dividend

Your directors regret their inability to recommend any dividend for the yearconsidering in Adequate profits during the year.

Transfer of Unclaimed Dividend to Investor Education And Protection Fund.

The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.

Subsidiaries

As on March 2015 the Company has two wholly owned subsidiaries namely RichwayEnterprises Pvt Ltd and Livin Dragons Entertainment Pvt Ltd.

In accordance with the Clause 49 of the Listing Agreement the minutes of thesubsidiaries were placed before the meeting of Board of Directors of Your Company.

Consolidated Financial Statements

The Audited Consolidated Financial Statements of your Company are prepared inaccordance with the Accounting Standard (AS) 21 on "Consolidated FinancialStatements" read with Accounting Standards Rules as applicable.

Reserves

Your Directors have not proposed to transfer any amount to the Reserve Fund as thecompany is having Nominal Profit.

Deposits

Your Company has not accepted any Deposit within the meaning of Section 73 of theCompanies Act 2013 and rules made there under during the year under review.

Share Transfer System And Registers & Share Transfer Agents

During the year under review the Company has connectivity with both Depositoriesnamely NSDL and CDSL. The Company has appointed Purva Sharegistry (India) Pvt.Ltd Unit No.9 Shiv Shakti Industrial Estate J.R.Boricha Marg Opp Kasturba Hospital Lane Lower Parel(E) Mumbai 400011 as Registrar and Share Transfer Agent to facilitate shares transfer jobto its members.

Listing on Stock Exchange

The Equity Shares of the Company are listed on the Bombay Stock Exchange. The Companyis also listed on Madhya Pradesh Stock Exchange.

Brief Description of the Company’s Working during the Year/State of Company’sAffair

The Company being an Investment and Finance Company presently invests to acquire selltransfer subscribe for hold and otherwise deal in and invest in any shares bonds;stocks issued or guaranteed by any Company and also provide financial assistance by way ofprivate financing to the identified groups.

Details In Respect Of Adequacy of Internal Financial Controls With Reference To TheFinancial Statements.

The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

Auditors & Auditors' Report

The Auditors' Report given elsewhere in the annual report is self explanatory and doesnot call any explanation from the Board. M/s. Sanjay N. Shah & Co. CharteredAccountants auditor of the company hold office until the conclusion of ensuing AnnualGeneral Meeting.

Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo

Particulars under Companies (Disclosure of particulars in the report of Directors)Rules 1988 on conservation of energy and technology absorption are NIL.

Extract Of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read withRule 12 of the Companies (Rules) 2014 is furnished in Annexure A (MGT 9) and is attachedto this Report.

Directors and Key Managerial Personal

NAME DESIGNATION PURPOSE
Prafulchandra Gordhandas Zaveri Managing Director Appointed as Managing Director of the Company w.e.f. 30th March 2015
Pankaj Dawar Additional Director Appointed as an Additional director of the Company w.e.f. 19th December 2014.
Rohit Shaw Independent Director Appointed as an Additional director of the Company w.e.f. 30th May 2014.
Hetal Priteshkumar Solanki Additional Director Appointed as an Additional director of the Company w.e.f. 30th March 2015.
Pritesh Naranbhai Solanki Additional Director Appointed as an Additional director of the Company w.e.f. 30th May 2015.

Number of Meetings of the Board Of Directors

Six Meetings of the Board of Directors were held during the financial year 2014-15.These were held on the following dates:

i) 30th May 2014 ii) 14th August 2014 iii) 14thNovember 2014 iv) 19th December 2014 v) 6th February 2015 vi)30th March 2015.

Audit Committee

Composition of the Audit committee is in accordance with the requirements of section177 of the Companies Act 2013 which is stated below:

NAME DESIGNATION
Pankaj Dawar Chairman
PrafulChandra Gordhandas Zaveri Member
Rohit Shaw Member

Details of Establishment of Vigil Mechanism For Directors And Employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act 2013 readwith rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 the Companyhas established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees ofthe Company to report their genuine concerns or grievances. The policy was approved by theBoard of Directors of the Company at its meeting held on 14th August 2014 andthe Audit Committee was empowered by the Board of Directors to monitor the same and toreport to the Board about the complaints in an unbiased manner.

Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with therequirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation
Rohit Shaw Chairman
Pankaj Dawar Member
PrafulChandra Gordhandas Zaveri Member

Stakeholder’s Grievances Committee

The composition of the Investor grievance and Stakeholders Committee under Section 178of the Companies Act’ 2013 is hereunder:

Name Designation
Pankaj Dawar Chairman
PrafulChandra Gordhandas Zaveri Member
Pritesh Naranbhai Solanki Member

Particulars of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm’s length basis during the financial year2014-15.

Managerial Remuneration

The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.

Secretarial Audit Report

CS Anup Pandey Practising Company Secretary [C.P.No14626] is appointed as theSecretarial Auditor of the company. There is no qualification reservation or adverseremark or disclaimer made by the company secretary in the secretarial audit report.

The Secretarial Audit Report is attach in this report as Form MR- 3

Report On Corporate Governance

Report on corporate governance as required under clause 49 of the Listing Agreemententered into with the stock exchanges is given separately. A certificate from the auditorsof the company regarding compliance of the conditions of corporate governance is alsoattached with the report.

Risk Management Policy

The company does not have any Risk Management Policy as the elements of riskthreatening the Company’s existence are very minimal.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors have 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 and loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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;

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review.

For and on behalf of the Board of Directors

Sd/- Sd/-
PrafulChandra Gordhandas Zaveri Pankaj Dawar
Managing Director Director
DIN: 07073660 DIN: 06479649
Place: Mumbai
Date: 30th May 2015