TO THE MEMBERS OF UNIMODE OVERSEAS LIMITED AND REDUCED
The Board of Directors is pleased to present the 25th Annual Report of thebusiness and operations of your Company i.e M/s Unimode Overseas Limited And Reducedalong with the audited financial statements for the year ended 31st March2017.
1. FINANCIAL PERFORMANCE
| || ||(In Rs.) |
|Particulars ||Year ended March 31 2017 ||Year ended March 31 2016 |
|Total Income ||7075729.00 ||1256861.00 |
|Total Expenditure ||7044228.00 ||1662792.00 |
|Profit/(Loss) Before Tax ||31501.00 ||(405931.00) |
|Current Tax ||5830.00 ||- |
|Minimum Alternate Tax ||(5830.00) ||- |
|Profit/(Loss) After Tax ||31501.00 ||(405931.00) |
|Balance brought forward from previous year ||(49363290.00) ||(48614358.00) |
|Balance Profit/Loss carry forward to the next year. ||(49331789.00) ||(49363290.00) |
2. FINANCIAL PERSPECTIVE OF THE YEAR
Revenue from operation for the year ended March 31 2017 was Rs. 7075729/- ascompared to the revenue for the previous year was Rs. 1256861/-. During the year theCompany earned profit amount of Rs. 31501. EPS for the year is Rs. (0.0063) per share ascompared to Rs. 0.0810 per share in the previous year.
In order to strengthen the business of the Company your Directors decided that itwould be prudent to plough back the profits of the Company and accordingly the Board doesnot propose and declare any dividend for the year under review.
4. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2017 was Rs. 50105070/- During theyear under review the company has not issued any shares or any convertible instruments.
The profit of Rs. 31501/- earned during the year has been transferred to the Reserves.
6. NATURE OF BUSINESS
There is no change in nature of business of the Company during the financial year2016-17.
7. 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.
8. 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.
9. 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 2017 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 profitof 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.
10. 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
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Vikas Munjal Director of the Company retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment.
Mr. Rakesh Wadhawan was appointed as an Additional Director (Independent) on the Boardwith effect from 20th October 2016. We seek your confirmation for appointmentof Mr. Rakesh Wadhawan as an Independent Director for a term upto five consecutive. Theresolutions seeking approval of the members for the appointment of Mr. Rakesh WadhawanIndependent Director have been incorporated in the Notice of the Annual General Meeting ofthe Company along with brief details about them.
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. Sheetal Chhabra ChiefFinancial Officer and Mrs. Preeti Sharma Company Secretary. There has been no change inthe Key Managerial Personnel during the year.
12. NUMBER OF MEETINGS OF THE BOARD
Six meetings of the board were held during the year. For details of the meetings of theboard please refer to the corporate governance report which forms part of this report.
13. 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(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.
14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this report.
15. COMMITTEES OF THE BOARD
The details of all the committees of the Board along with their charters compositionand meetings held during the year are provided in the report on corporate Governancewhich forms part of this Annual Report. The Board has accepted all the recommendations ofthe audit Committee.
16.1 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. Therefore ratification of appointment ofStatutory Auditors is being sought from the members of the Company at the ensuing AGM.
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.
16.2 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 Mr. Anurag Sharma Practicing Company Secretary (Membership No. A49448)Company Secretaries to undertake the secretarial audit of the company. The SecretarialAudit Report is annexed herewith as 'Annexure 1'.
16.3 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.
17. RISK MANAGEMENT FRAMEWORK
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.
18. 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.
19. 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.
20. 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 going concern status and the Company's operations in future.
21. 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 Act2013. The Auditors have not madeany qualifications in their report. The provisions relating to submission of SecretarialAudit Report is not applicable to the Company.
22. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVEOCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTRELATE AND THE DATE OF BOARD REPORT
ORDER FOR REDUCTION OF SHARE CAPITAL PASSED BY NCLT
Order for the reduction of share capital has been passed by the Hon'ble NationalCompany Law Tribunal (NCLT) Principal Bench New Delhi on 25.04.2017 and certified copyof order is issued on 11th May 2017 for the reduction of share capital fromRs. 50105070/- (comprising of 5010507 Equity Shares @ Rs.10/- each) to 5010507/-(5010507 Equity Shares @ Rs.1/- each). Copy of order has been filed to ROC in FormINC-28 on 13 th May 2017 and the same is approved on 24th May2017.
23. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Corporate Governance ReportAuditors' Certificate regarding compliance with conditions of Corporate Governance aremade a part of this Annual Report. In compliance with the above regulation the CEO'sdeclaration confirming compliance with the Code of Conduct has been made part of thisreport.
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-2016-2017 is annexed at "Annexure-3".
28. FIXED 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 2017-2018 has been paid to the Bombay Stock Exchanges.
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 And Reduced |
|Registered Office: || || |
|304A/10178 IIIrd Floor Ravinder Plaza Abdul Aziz || || |
|Road Karol Bagh New Delhi-110005 || || |
|CIN:L51909DL1992PLC048444 || || |
|Place: New Delhi ||Vikas Munjal ||Ashish Goel |
|Date: 28.08.2017 ||Director ||Director |
| ||Din: 01886826 ||Din: 00367103 |