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Unimode Overseas Ltd.

BSE: 512595 Sector: Others
NSE: N.A. ISIN Code: INE348N01034
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OPEN 15.00
CLOSE 15.00
VOLUME 6
52-Week high 15.96
52-Week low 10.47
P/E
Mkt Cap.(Rs cr) 1
Buy Price 14.25
Buy Qty 11.00
Sell Price 15.75
Sell Qty 325.00

Unimode Overseas Ltd. (UNIMODEOVERSEAS) - Director Report

Company director report

TO

THE MEMBERS OF

UNIMODE OVERSEAS LIMITED.

The Board of Directors is pleased to present the 27th Annual Report of thebusiness and operations of your Company i.e. M/s Unimode Overseas Limited along with theaudited financial statements for the year ended 31st March 2019.

1. FINANCIAL PERFORMANCE

(In Rs.)
Particulars Year ended March 31 2019 Year ended March 31 2018
Total Income 666942.00 6123498.00
Total Expenditure 2546124.00 6931850.00
Profit/(Loss) Before Tax (1879182.00) (808352.00)
Current Tax

Minimum Alternate T ax

22022.00 4325.00
Profit/(Loss) After Tax (1901204.00) (812677.00)
Balance brought forward from previous year (5049903.00) (49331789.00)
Capital Reduction during the year - 45094563.00
Balance Profit/Loss carry forward to the next year. (6951107.00) (5049903.00)

2. FINANCIAL PERSPECTIVE OF THE YEAR

Revenue from operation for the year ended March 31 2019 was Rs. 500000/- as comparedto the revenue for the previous year was Rs. 6123498/-. During the year the Companyincurred loss amount of Rs. 1901204/-. EPS for the year is Rs. (3.79) per share ascompared to Rs. (0.16) per share in the previous year.

3. DIVIDENDS

In view of the brought forward and current year losses your directors have been unableto recommend any dividend.

4. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2019 was Rs. 5010500/- During theyear the company has done the Consolidation of Shares to increase the Face Value per Sharefrom Re. 1/- to Rs. 10/- of Paid up Share Capital from Rs. 50105070 (Rupees Five CroresOne Lac Five Thousand and Seventy) consisting of 5010507 (Fifty lacs Ten Thousands andFive Hundred Seven) Equity Shares of Rs. 1 (Rupee One) to Rs. 5010500 (Rupees Fifty LacsTen Thousand and Five Hundred) consisting of 501050 ( Fife Lacs One Thousand and Fifty)Equity Shares of Rs. 10/-(Rupee Ten) each.

5. RESERVE

The loss of Rs. 1901204/- incurred during the year has been transferred to theReserves.

6. CHANGE IN NATURE OF BUSINESS if any

There is no change in nature of business of the Company during the financial year2018-19.

7. MATERIAL CHANGE AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT

There is no Material changes held during the said period.

8. MATERIAL CHANGES DURING THE YEAR There are no Material changes held during theyear.

9. CORPORATE SOCIAL RESPONSIBILITY

Our Company does not attract the provisions of section 135 of the companies Act 2013.So the Company has not developed and implemented any Corporate Social Responsibilityinitiatives.

10. HUMAN RESOURCES

The well disciplined workforce which has served the company for the very foundation ofthe company's major achievements and shall well continue for the years to come. Themanagement has always carried out systematic appraisal of performance. The company hasalways recognized talent and has judiciously followed the principle of rewardingperformance.

11. DIRECTORS RESPONSIBILITY STATEMENT :

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

a) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for the same period;

c) 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andnature of its operations. The scope and authority of the Internal Audit function is welldefined and to maintain its objectivity and independence the Internal Audit functionreports to the Chairman of the Audit Committee of the Board as well as directly to theChairman & Managing Director. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Satish Kumar Gupta Director of the Company retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.

The Independent Directors of the Company have submitted a declaration under Section149(7) of the Companies Act 2013 that each of them meets the criteria of independence asprovided in Section 149(6) of the Act and there has been no change in the circumstanceswhich may affect their status as Independent Director during the year.

The terms and conditions of appointment of the Independent Directors are placed on thewebsite of the Company. During the year the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses(if any) incurred by them for the purpose ofattending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Mr. D.K. Mahawar Chief Executive Officer Ms. Diksha Sharma ChiefFinancial Officer and Ms. Anamika Paliwal Company Secretary. As Mrs. Preeti Sharmaresigned from the post of Company Secretary w.e.f. 29th March 2019 Board ofthe company appointed Ms. Anamika Paliwal as the Company Secretary of the Company w.e.f.29th March 2019.

14. BOARD AND COMMITTEE MEETING

Number of Board Meetings

The Board of Directors met 8 times during the financial year ended March 31 2019 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder. Theintervening gap between two consecutive Board Meetings was within the period prescribedunder Companies Act 2013 and as per Secretarial Standard-1. The prescribed quorum waspresented for all the Meetings and Directors of the Company actively participated in themeetings and contributed valuable inputs on the matters brought before the Board ofDirectors from time to time.

8 Board meetings were held as under:

• 29th May 2018

• 10th December2018

• 8th August 2018

• 1st February 2019

• 1st September 2018

• 13th February 2019

• 22nd October 2018

• 29th March 2019

• 14th November 2018

Attendance of Directors in Board Meeting

Sr. No. Name of Directors

No. of Board Meeting

Held Attended
1 Ashish Goel 9 8
2 Satish Kumar Gupta 9 8
3 Sanjeev Pahwa 8 7
4 Vikas Munjal 9 5
5 Rakesh Wadhawan 9 8
6 Geetanjali Bansal 9 8

Number of Committee Meeting

The Audit Committee met 4 Times during the financial Year ended March 31 2019. TheStakeholders relationship Committee met 1 time during the financial year ended March 312019. The Nomination and Remuneration committee met 2 times during the Financial Yearended March 31 2019. Members of the committees discussed the matter placed andcontributed their valuable inputs on the matters brought before the meetings.

Additionally during the financial year ended March 31 2019 the Independent Directorsheld a separate meeting on 13 th February 2019 in compliance with therequirements of Schedule IV of the Companies Act 2013 and Regulation 25 (3) of the SEBI(Listing Obligations And disclosure Requirements).

15. COMMITTEES OF THE BOARD

The Company has Four committees viz; Audit Committee Nomination and RemunerationCommittee Stakeholder Relationship Committee and Risk Management Committee which has beenestablished as a part of the better corporate governance practices and is in compliancewith the requirements of the relevant provisions of applicable laws and statutes.

I. AUDIT COMMITTEE:

During the year under review meeting of Audit Committee were held on 29thMay 2018 8th August 2018 14th November 2018 and 13th February 2019 and theattendance records of the members of the Committee are as follows:

Sr. No. Name

No. of Board Meeting

Held Attended
1 Geetanjali Bansal (Chairperson) 4 4
2 Rakesh Wadhawan (Member) 4 4
3 Vikas Munjal (Member) 4 3

All the recommendation made by the Audit Committee in the Financial Year 2018-19 wereapproved by the Board.

II. NOMINATION AND REMUNERATION COMMITTEE:

During the year under review meeting of Nomination & Remuneration Committee washeld on 29th May 2018 and 29thMarch 2019 and the attendancerecords of the members of the Committee are as follows:

Sr. No. Name

No. of Board Meeting

Held Attended
1 Geetanjali Bansal (Chairperson) 2 2
2 Rakesh Wadhawan (Member) 2 2
3 Satish kumar Gupta(Member) 2 2

The salient feature of the policy of Nomination & Remuneration Committee same hasbeen disclosed under Annexure 4.

III. STAKEHOLDER RELATIONSHIP COMMITTEE:

During the year under review meeting of Stakeholder Relationship Committee was held on29th May 2018 and the attendance records of the members of the Committee areas follows:

Sr. No. Name

No. of Board Meeting

Held Attended
1 Satish kumar Gupta (Chairperson) 1 1
2 Vikas Munjal (Member) 1 1
3 Ashish Goel (Member) 1 1

IV. RISK MANAGEMENT COMMITTEE

During the year under review meeting of Stakeholder Relationship Committee was held on29th May 2018 and the attendance records of the members of the Committee areas follows:

Sr. No. Name

No. of Board Meeting

Held Attended
1 Satish kumar Gupta (Chairperson) 1 1
2 Vikas Munjal (Member) 1 1
3 Ashish Goel (Member) 1 1

16. PERFORMANCE EVALUATION OF BOARD

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(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors 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 reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings In addition the chairman was also evaluated 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. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

17. AUDITORS

17.1 STATUTORY AUDITORS

M/s Sunil Kumar Gupta & Co (Firm Registration No.003645N) Chartered Accountantshave been appointed as statutory auditors of the company at 22nd Annual GeneralMeeting held on 29.09.2014 for a period of five years subject to ratification by membersat every consequent Annual General Meeting. Pursuant to Section 139 of the Companies Act2013 an Auditor firm can be appointed for Two consecutive terms of Five Years. Inreference to this section the Audit Committeein its meeting held on 27thAugust 2019 recommended the appointment of M/s Sunil Kumar & Co. for another term ofFive years..

The observations made in the Auditor's Report are self explanatory and do not call forany further comments u/s 134(3)(f) of the Companies Act2013. The Auditors have not madeany qualifications in their report.

17.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed of Mrs. Anita Aswal Practicing Company Secretary (Membership No. A37019)Company Secretaries to undertake the secretarial audit of the company. The SecretarialAudit Report is annexed herewith as ‘Annexure 1'.

17.3 INTERNAL AUDITORS

M/s Anil Meenu & Company Chartered Accountants performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime.

18. RISK MANAGEMENTFRAMEWORK

The Company recognizes Risk Management as an integrated forward-looking andprocess-orientated approach. It has developed a Risk Framework that broadly encompasses:aligning risk appetite and strategy; enhancing risk response and reducing operationalsurprises. During the year Risk Management Core Team comprising of representatives ofvarious functions and business had carried out risk assessment exercise to identify thevarious significant risks associated with the business operations and mitigation plans toaddress such risks. Material risks and mitigation plans were reviewed by the RiskManagement Committee and then presented to the Board.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted vigil mechanism policy.This policy is posted on the website of company.

20. RELATED PARTY TRANSACTIONS

None of the transactions with related parties falls under the scope of section 188(1)of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014.

21. DISCLOSURES OF ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year no orders have been passed by any Regulator or Court or Tribunal whichcan have impact on the goingconcern status and the Company's operations in future.

22. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The observations made in the Auditor's Report are self explanatory and do not call forany further comments u/s 134(3) (f) of the Companies Act 2013. The Auditors have not madeany qualifications in their report.

23. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governancepractices and is committed o transparency in all its dealings. However the Company islisted on Bombay Stock exchange by virtue of Regulation 15 of SEBI (Listing Obligation& Disclosure Requirements) Regulations 2015 the compliance with the CorporateGovernance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of subregulation (2) of regulations 46 and para C D and E of Schedule V are not applicable tothe Company. Hence Corporate Governance Report does not form part of this Board Report.

24. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review there was no energy conservation technology absorptionand foreign exchange earnings and outgo.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure 2".

26. AUDIT COMMITTEE RECOMMENDATIONS

During the year all the recommendations of the Audit Committee were accepted by theBoard. The Composition of the Audit Committee is as described in the Corporate GovernanceReport.

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975.

The Ratio of Remuneration of Each Director Chief Financial Officer Company Secretaryof the Company for the FY-2018-19 is annexed at "Annexure-3".

28. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not given any loans guarantees and investment covered under theprovisions of section 186 of the Companies Act 2013.

30. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

There is no Subsidiary company or Joint Venture or Associate Companies of the Company.

31. LISTING OF SHARES

The Securities of the Company are listed on Bombay Stock Exchange. The Listing fee forthe Financial Year 2019-20 has been paid to the Bombay Stock Exchanges.

32. PREVENTION OF SEXUAL HARRASMENT

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees. During the yearunder review no complaints were reported to the Board.

33. NON-DISQUALIFICATION OF DIRECTORS

All the directors of the Company are non-disqualified and certificate for the same fromthe Practising Company Secretary is annexed as Annexure-8.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been separately furnished in theAnnual report and forms a part of the Annual report.

35. POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to Regulation 9 of SEBI(LODR) 2015 the company has maintained the policy ofpreservation of documents to keep the documents preserve as per Regulation 9 (a) &Regulation 9 (b) of SEBI (LODR) 2015 and the same has been uploaded on the website of thecompany on www.unimodeoverseas.in.

36. FRAUD REPORTING

There was no fraud disclosed during the Financial Year 2018-19.

37. CODE OF CONDUCT

The Board has laid down a Code of Conduct ("Code") for Board MembersManagerial Personnel and for Senior Management Employees of the Company. The Code has beenposted on the Company's website at http://unimodeoverseas.in/policies1.php. All the BoardMembers and Senior Management Personnel has affirmed compliance with this Code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant toSection 149(8) and Schedule IV of Companies Act 2013 via terms and conditions forappointment of Independent Directors which is guide to professional conduct forIndependent directors and has been uploaded on the website of the company at following weblink http://unimodeoverseas.in/Policies/code-of-conduct-of-independent-directors.pdf.

38. ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders -Clients Banks Central and State Governments the Company's valuedinvestors and all other business partners for their continued co-operation and excellentsupport received during the year. Your Directors recognize and appreciate the efforts andhard work of all the employees of the Company and their continued contribution to itsgrowth.

For & On Behalf Of The Board Of Directors

M/S Unimode Overseas Limited

Registered Office:
304A/10178 IIIrd Floor Ravinder Plaza Abdul
Aziz Road Karol Bagh New Delhi-110005
CIN:L51909DL1992PLC048444
Vikas Munjal Ashish Goel
Place: New Delhi Director Director
Date: 02.09.2019 DIN:01886826 DIN:00367103