Board's Report To
UNICK FIX-A-FORM AND PRINTERS LIMITED
The Directors of the Company feel amiable in presenting 26th AnnualReport of the Company Along with the Audited Statement of Accounts and Auditors'Report for the Financial Year ended 31st March 2018.
1.) FINANCIAL PERFORMANCE:
|Particulars ||Current Year (F.Y. 2017-18) ||Previous Year (F.Y. 2016-17) |
|Revenue from operations ||286182468 ||278488219 |
|Other Income ||1697067 ||3056676 |
|Total Revenue ||287879535 ||281544895 |
(Other than finance cost)
|20788491 ||235912938 |
|Finance cost ||9425572 ||10749228 |
|Total expenses ||257665472 ||246662166 |
|Profit before tax ||30214063 ||34882729 |
|Less : Current tax ||7798000 ||11051000 |
|Deferred tax ||-398000 ||239000 |
|Profit/Loss after tax ||22814063 ||22402651 |
2.) STATE OF COMPANY'S AFFAIRS:
There is No change in the Nature of the Business of the Company during the FinancialYear.
Despite of difficult market conditions healthy competition in the market and lack ofinterest of the investors the performance of your Company has been satisfactory and toachieve the healthy growth for its stakeholders. The performance evaluations of theCompany are as under;
Revenue: During the financial year 2017-18 the revenue of the Company has increasedfrom Rs. 2815.45 lacs to Rs. 2878.79 lacs it shows that the revenue of the Companyincreased by 2.25% approx. as compared to previous financial year 2016-17.
Expenses: In Financial Year ended 31 March 2018 the expense of the Company isincreased from Rs. 2466.62 lacs to Rs. 2576.65 lacs as compared to the previous financialyear ended on 31 March 2017. But the finance cost of the Company is decreased by Rs.94.26 Lacs as compared to the previous financial year 2016-17.
Keeping in view the growth prospects of the Company the Board of your company has notrecommended any Dividend for the Financial Year 2017-18.
4.) MATERIAL CHANGES AND COMMITMENTS:
The Company has not undergone any Material Changes during the Financial Year that mayaffect the Financial Worth of the Company in any way. There is No Significant and Materialorders passed by the Regulators Tribunals or Courts which can have a Significant impacton the status of the Company of being a going concern and Company's Operations in future.
5.) INTERNAL FINANCIAL CONTROL:
Your Directors state that there are adequate Internal Controls in the Company forensuring the Smooth working of the Operations and growth of the organization
6.) MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
As the requirement under SEBI (LODR) 2015 the Management is required to prepare MDAR for that reason it has been annexed as Annexure V forming part of this Report.
7.) REPORT ON CORPORAE GOVERNANCE:
Your Company has not been involved in any unethical Practices and has complied with allthe Compliance related requirements. A detailed Report on Corporate Governance is requiredto be made by the Compliance Officer of the Company as per SEBI (LODR) 2015. The same hasbeen annexed in the Report as Annexure VI.
8.) SUBSIDIARIES/ JOINT VENTURE / ASSOCIATE COMPANIES:
The Company has no Subsidiary/ Joint Venture/ Associate Company and hence is notrequired to prepare any Consolidated Financial Statement.
The Company has not accepted any Deposits during the Financial Year 2017-18 which arerequired to be reported as per Chapter V and Section 73 to 76 of the Companies Act 2013.
10.) DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
a) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
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 as at March 31 2018 and of the profit ofthe 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;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
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.
11.) EMPLOYEE STOCK OPTION:
During the year there has not been any issue of Equity shares to the Employees of theCompany on differential basis. Hence no such information is required to be filed underthe provisions of Companies Act 2013.
12.) AUDITORS AND AUDITOR'S REPORT:
M/s. A.A. Memon & Co Chartered Accountants Ahmedabad (Firm Registration No.106346W) were appointed as Statutory Auditors of the Company at the AGM held on 30thSeptemeber 2017 till the conclusion of this AGM subject to ratification of theirappointment of the shareholders of the Company at every AGM held thereafter the presentauditors M/s. A.A. Memon & Co Chartered Accountants will hold office upto theconclusion of the thirty AGM to be held in the year 2022. As such the Board of Directorof your Company based on the recommendation of the Audit Committee have approved theproposal for ratification of M/s. A.A. Memon & Co Chartered Accountants Ahmedabad(Firm Registration No. 106346W) as Statutory Auditor of the Company. The Notice of AGMcontains a business to this effect for your approval.
13.) AUDITORS' REPORT:
The Board has appointed A.A. Memon & Co. Chartered Accountants to conduct theStatutory Audit for the year 2017-18. There are no qualifications or adverse remarks inthe Auditors' Report which require any clarification/ explanation. The Notes on financialstatements are self-explanatory and needs no further explanation. Further the Auditors'Report for the financial year ended 31st March 2018 is annexed herewith for your kindperusal and information.
14.) EXTRACT OF ANNUAL REPORT:
HEREWITH the Extract of Annual Return in the Specifies form i.e. Form No MGT 9 has beenenclosed as the Annexure I.
14.) CORPORATE SOCIAL RESPONSIBILITY:
As the Net Worth Turnover and Net Profit are below the Limits as prescribed underSection 135 of the Companies Act 2013 and Rule 9 of the Companies(Corporate SocialResponsibility Policy) Rules 2014 hence the Company is not required to contribute inCSR.
15.) DIRECTORS COMPOSITION:
Underneath a table has been provided consisting of the information regarding Directorsof your Company.
|S. No. ||Name ||Designation ||Executive /Non-Executive |
|1. ||Shri. B. N. Vasa ||Chairman & M.D. ||Executive |
|2. ||Shri. Hemen Vasa ||Whole time Director ||Executive |
|3. ||Shri. Priyank Vasa ||Director ||Executive |
|4. ||Mr. Andrew Denny ||Director ||Non Executive |
|5. ||Mr. A. Mirza ||Independent Director ||Non Executive |
|6. ||Mrs. Jyotiben Rajeshbhai Solanki ||Independent Director ||Non Executive |
|7. ||Dr. S.L. Chopra ||Independent Director ||Non Executive |
|8. ||Mr. P.J. Bhide ||Independent Director ||Non Executive |
16.) MEETINGS OF BOARD:
|S. No. ||Date of the Meeting ||Members Present |
|1. ||29th May 2017 ||8 |
|2. ||10th August2017 ||7 |
|3. ||20th August2017 ||8 |
|4. ||09th November 2017 ||6 |
|5. ||31st January 2018 ||8 |
17.) MEETINGS OF AUDIT COMMITTEE:
|S.No. ||Date of the Meeting ||Members Present |
|1. ||29th May 2017 ||8 |
|2. ||10th August2017 ||7 |
|3. ||09th November 2017 ||6 |
|4. ||31st January 2018 ||8 |
18.) BOARD EVALUATION:
Pursuant to the provisions of Companies Act 2013 the Board has carried out an AnnualPerformance Evaluation of its own performance the Directors individually as well asmutually evaluated their performance along with the performance of Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee. Variousaspects such as Composition Attendance Duties Obligations etc. have been evaluatedunder this. The performance of the Directors was assessed individually and as a Whole.
19.) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO ARE AS FOLLOWS:
The particulars as required under the provisions of section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished the nature of activities undertaken by the company during the year under review.
20.) REMUNERATION TO DIRECTORS:
The remuneration paid to Executive Non-Executive and Independent Directors aredisclosed in the extract to the Annual Return in Form MGT-9. The same has been annexed asAnnexure A of Board Report.
21.) RISK MANAGEMNT POLICY:
Major concern to your Company is monsoon. Our customer list is still dominated bypesticide majors. A good monsoon means good business for them which translate into largeorders for us. The management try to develop the Pharma Clientele which dilute the risk ofmonsoon.
22.) VIGIL MECHANISM:
Company has vigil mechanism in force to deal with instance of fraud and mismanagementif any. The mechanism ensures that strict confidentiality is maintained whilst dealingwith the concern and also that no discrimination will be meted to any person for agenuinely raised concern. The Chairman of the Audit Committee may also e contacted byemployees to report any suspected or concerned incident of fraud/ misconduct.
23.) SECRETERIAL AUDIT:
The board has appointed CS Vishakha Agrawal Practising Company Secretary to conductSecretarial Audit for the financial year 2017-18. The Secretarial Audit Report for thefinancial year ended March 31 2018 is annexed herewith marked as Annexure II to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
24.) PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEE GIVEN AND SECURITIES
The company has not given any loan done any investment or provided any guarantee underSection 186 of the Companies Act 2013.
25.) RELATED PARTY TRANSACTION:
There is no contract or agreement entered into by the company with related partiesreferred to in Sub-Section (1) of Section 188 of the Companies Act 2013.
Your Director wish to express their grateful appreciation to the continued co-operationreceived from the Banks Government Authorities Customers Vendor and Shareholders duringthe year under review. Your Director also wish to place on record their deep sense ofappreciation for the committed service of the Executives staff and workers of the Company
|Date: 01.08.2018 ||For and on behalf of the Board of Directors || |
|Place: Ahmedabad ||Unick Fix a Form & Printers Limited || |
| ||Sd/- ||Sd/- |
| ||B.N.Vasa ||H.N. Vasa |
| ||Managing Director ||Director |
| ||(DIN:00150585) ||(DIN:00150717) |