To The Members of Unique Organics Limited
E-521 Sitapura Industrial Area Jaipur -302022 (Raj.)
Your directors are pleased to present the Twenty Ninth (29th) Annual Reportof the Company together with the Audited Financial Statement for the year ended on 31stMarch 2021 as follows: FINANCIAL SUMMARY:
(Rs. In Lakhs except EPS)
|Particulars ||Current year ended ||Previous year ended |
| ||31.03.2021 ||31.03.2020 |
| ||(Audited) ||(Audited) |
|Revenue from operations ||6090.71 ||3027.83 |
|Other income ||23.06 ||12.38 |
|Total revenue ||6113.77 ||3040.21 |
|Expenses: || || |
|(a) Cost of materials consumed ||905.88 ||1456.54 |
|(b) Purchases of stock-in-trade ||3678.60 ||1155.28 |
|(c) Changes in inventories of finished goods work-in- progress and stock-in-trade ||60.31 ||(76.02) |
|(d) Employee benefits expense ||150.55 ||114.02 |
|(e) Finance costs ||64.27 ||50.92 |
|(f) Depreciation and amortization expense ||16.17 ||17.27 |
|(g) Other expenses ||1226.58 ||311.78 |
|Total expenses ||6102.36 ||3029.79 |
|Profit/ (loss) before exceptional items and tax ||11.41 ||10.42 |
|Exceptional items ||- ||- |
|Profit/ (loss) before tax ||11.41 ||10.42 |
|Tax expense || || |
|(1) Current tax ||4.80 ||2.24 |
|(2) Deferred tax expense ||1.50 ||3.74 |
|Profit/(Loss) for the period from continuing operations other comprehensive income ||5.11 ||4.44 |
|A (i) Items that will not be reclassified to profit & loss ||(0.92) ||(0.19) |
|(ii) Income tax relating to Items that will not be reclassified to profit & loss ||0.24 ||0.05 |
|B (i) Items that will be reclassified to profit & loss ||- ||- |
|(ii) Income tax relating to Items that will be reclassified to profit & loss ||- ||- |
|Total Comprehensive Income for the period (Comprising ||4.43 ||4.30 |
|Profit (Loss) and other Comprehensive Income for the period) || || |
|Paid-up equity share capital (F.V. of Rs. 10/-) ||595.30 ||595.30 |
|Earnings per equity share || || |
|(a) Basic ||0.09 ||0.07 |
|(b) Diluted ||0.09 ||0.07 |
STATEMENT OF COMPANY'S AFFAIRS / COMPANY'S WORKING:
Company is engaged in manufacturing & exporting of agriculture commodities foodspices ruminant feed and other animal nutritional products. During the year under reviewexport and domestic sales contributed 77 and 23 percent respectively in the turnover ofthe Company. The export activities were focused on animal feed ingredients and spiceswhereas domestic activities were focused on cattle feed and other animal nutritionalproducts. Soybean Meal/Extractions De-oiled Rice Bran Maize and Rapeseed/Mustard DOCwere the major contributor to the export sales during the year under review. The market ofproducts like Soybean Meal/Extractions De-oiled Rice Bran Maize and Rapeseed/Mustard DOCcontinue to be highly fluctuated during the year under review. Your Company identified thescope of organic feed ingredients and has been focusing on its exports mainly organicSoybean meal Maize and barley. Further your company is working to identify more suchhigh demand products and is hopeful of developing a good market base in internationalmarket. During the year under review due to COVID-19 pandemic and lockdowns andrestrictions imposed by Govt. authorities your Company didn't participated in any tradefairs. As informed in the previous Annual Reports from time to time your company iscontinue to making efforts to recover money from defaulted debtors by taking suitablemeasures. The manufacturing facilities of your company were utilized at optimal level. Itwas used for the production of cattle feed and other animal nutritional products forruminant's health under their brand name ROHINI' and for pulverizing blending ofherbs and spices. As per company's policy ethics and quality are maintained at all thelevels of the production. Your company is moving ahead with a positive outlook and ishopeful of improved performance in the coming years.
No dividend is recommended for the financial year 2020-21.
No amount transferred to the general reserve during the year 2020-21.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review no loans or guarantees given or investment made coveredunder Section 186 of the Companies Act 2013. For details about past transactions pleaserefer relevant notes to the financial statement provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARITES:
Particulars of contracts or arrangements with related parties referred to in Section188 of the Companies Act 2013 in the prescribed form AOC-2 is appended as Annexure-1to the Board's Report.
The company has not invited/accepted any public deposit whether covered under Chapter Vof the Companies Act 2013 or not and as such no amount of principal or interestremained unpaid or unclaimed as at the Balance Sheet date.
QUALIFICATIONS RESERVATON OR ADVERSE REMARK IN AUDIT REPORTS:
There is no adverse remark or qualification or any disclaimer remark against theCompany by:
(a) the Statutory Auditor in its Independent Audit Report; and
(b) the Company Secretary in practice in its Secretarial Audit Report.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the Nature of Business of the Company from last year. The mainactivity of the Company is the export of Agri commodities spices animal feedingredients manufacture and sale of range of cattle feed products in its own brand nameof "ROHINI" as well as processing of medicinal & herbal items on job workbasis for various parties.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no such changes/ commitments/events or material changes occurred affectingthe financial position of the Company between the end of the financial year i.e.31.03.2021 and the date of this report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has not received any significant/ material orders from the statutory orregulatory bodies/ courts/ tribunals impacting the going concern status and company'soperations in future.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company has no subsidiary joint venture or associate company during the year underreview.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company is both ethically and professionally managed. It has developed an internalstructure with proper hierarchy delegation of authority and ethical values so that assetsare safeguarded and the transactions are properly authorized at various stages and thenrecorded. With reference to the financial statements the Company has a continuousmonitoring mechanism through Audit Committee Internal Audit and multistage checking ofvouchers and documents which enables the organization to maintain with the same standardof the financial control systems and helps them in managing any default on timely basisbecause of strong reporting mechanism followed by the company. The Internal Audit Systemof the company helps to bring out a systematic and disciplined approach to evaluate andimprove the effectiveness of internal financial control. LISTING OF SHARES: The company'sequity shares continue to be listed with Bombay Stock Exchange (BSE) which has nationwidetrading terminals.
Your company has proactively been following the best practices adopted by goodcorporates in India. The Corporate Governance required under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms a part of this report. PracticingCompany Secretary's Certificate on Corporate Governance is attached as Annexure-2and forms a part of this report. All board members and senior management have affirmedcompliance with Code of Conduct under Companies Act 2013 read with Rules thereunder alongwith SEBI (LODR) Regulations 2015 and Code of Conduct on SEBI (PIT) Regulations 2015 onannual basis.
The Board of Directors met 7 (Seven) times during the financial year 2020-21 on29.06.2020 30.07.2020 31.08.2020 16.09.2020 04.11.2020 11.02.2021 and 31.03.2021. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013 read with rules thereunder and Listing Agreement/ SEBI (LODR) Regulations 2015(including amended/extended from time to time).
COMMITTEES OF DIRECTORS:
The Board had six committees during the year under review i.e. Audit CommitteeNomination & Remuneration Committee Corporate Social Responsibility CommitteeStakeholders Relationship Committee Share Transfer Committee and Internal ComplaintCommittee. All committees are formed as per prevailing laws and have proper combinationsof independent and non-independent directors in composition. A detailed note on the Boardand its committees is provided under the Corporate Governance Report section inthis Annual Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Company has constituted Nomination and Remuneration Committee (Details of which is partof Corporate Governance Report in this Annual Report) and adopted Nomination andRemuneration Policy formulated in compliance with Section 178 of the Companies Act 2013read with rules thereunder and SEBI (LODR) Regulations 2015. The full text of said policyis available on Company's website on below web-link:http://uniqueorganics.com/investor/corporate-governance-policies/ Salient features of thepolicy regarding criteria for determining qualifications criteria of Making Payments todirectors independence of directors and other matters are as under: The Committee shallidentify and ascertain the integrity qualification expertise and experience of theperson for appointment as Director KMP or at Senior Management level and recommend his /her appointment as per Company's Policy. Remuneration/ Commission etc. to be paid toManaging Director / Whole-time Directors etc. shall be governed as per provisions of theCompanies Act 2013 Schedule V of the Act and rules made there under or any otherenactment for the time being in force and the approvals obtained from the Members of theCompany. The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013 read with rulesthereunder and provisions of SEBI (LODR) Regulations 2015. The amount of sitting feesshall be such as may be recommended by the Nomination and Remuneration Committee andapproved by the Board of Directors and members from time to time. The remuneration to KeyManagerial Personnel and Senior Management shall consist of fixed pay and incentive payreflecting their short term and long term performance and working in compliance with theprovisions of the Companies Act 2013 and in accordance with the Company's Policy. AnIndependent Director shall not be eligible to get Stock Options and also shall not beeligible to participate in any share based payment schemes of the Company. An IndependentDirector shall hold office for a term up to five consecutive years on the Board of theCompany and will be eligible for re-appointment on passing of an ordinary resolution bythe Company and disclosure of such appointment in the Board's report.
The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company. There has beenno change in the remuneration policy during the financial year. PARTICULARS OF EMPLOYEES:Particulars of employees in accordance with the provisions of Section 197 (12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended in Annexure-3 to the Board's Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Company has in place an Anti- Sexual HarassmentPolicy in line with the requirements of the Sexual Harassment of Woman at the workplace(Prevention Prohibition & Redressal) Act 2013. Internal Complaint Committee (ICC)has been setup to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. No complaintpertaining to sexual harassment at workplace was received during the year under review.DIRECTORS:
a) Details of directors or key managerial personnel who were appointed or haveresigned during the year Mr. Ashok Kumar Dangaich (DIN: 0009055421) was appointed as theadditional director of the Company w.e.f. 11th February 2021 the same shallbe regularized in ensuing AGM. Mr. Himanshu Chodhary (DIN: 05121575) independent directorand Mrs. Vinita Mishra (DIN: OO2O7464) non-executive director of the Company haveresigned during the year under review on 10th February 2021 and 31 March 2021respectively.
b) Declaration by an Independent Director(s) Company have received declarationsfrom its independent directors Mr. Sanjay Sharma Mr. Himanshu Chodhary and Mrs. NishaSharma under sub section (7) of section 149 of the Companies Act 2013 for the year underreview confirming that they meet the criteria as laid down in Section 149(6) of theCompanies Act 2013 read with rules thereunder and provisions of SEBI (LODR) Regulations2015.
c) Performance Evaluation of Board and re-appointment The company has developedand implemented a policy for formal annual evaluation. The Committee/Board shall evaluatethe performance of Board its Committees and its individual directors includingChairman/Managing Director and Independent Directors of the Company with reference to theauthority under the Policies of the Company framed in accordance with the relevantprovisions of Companies Act 2013 read with rules thereunder LODR Reg. and based on theirfunctions and the criteria for the evaluation of the performance as prescribed in thepolicy. Evaluation of Independent Directors shall be carried on by the entire Board in thesame way as it is done for the Executive Directors/Non-Independent Directors of theCompany except the Director getting evaluated keeping in view the inputs provided byNomination & Remuneration Committee. The Policy on Annual Performance Evaluation ofthe Board its Committee's and individual directors is appended as Annexure-4 tothis report and also available on Company's website at below web-link:http://uniqueorganics.com/investor/corpor ate-governance-policies/ Mr. Jyoti PrakashKanodia Managing Director of the Company retires at the ensuing Annual General Meetingand being eligible offers himself for re-appointment in terms of provisions of Articlesof Association of the Company.
d) Familiarization Program for Directors
The newly independent directors inducted in to the Board generally attends anorientation programs at his convenient time. The details are provided in CorporateGovernance Report.
e) Appointment/ Re-appointment of independent directors None of the independentdirectors appointed/ re-appointed during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of clause (c) of sub-section (3) of section 134 of the CompaniesAct 2013 your directors hereby state 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 had 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 had 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 had prepared the annual accounts on a going concern basis; and
e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. Explanation. For the purposes of this clause theterm "internal financial controls" means the policies and procedures adopted bythe company for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information;
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.STATUTORY AUDITORS: M/s A.K. Meharia & Associates Chartered Accountants KolkataStatutory Auditors of the Company was appointed as Statutory Auditors of the company inprevious annual general (28th AGM) meeting held on 28.08.2020 to hold officefor two consecutive years tenure starting from the conclusion of the 28th AGMup to the conclusion of 30th AGM. The company has received consent andCertificate required under Section 139 & 141(3)(g) of the Companies Act 2013 readwith Rules thereunder for appointment as Statutory Auditors and other provisions if anyand that they are not disqualified for re-appointment. The resolution for the same isproposed to be passed by members in this AGM. SECRETARIAL AUDITOR AND REPORT: M/s RuchiJain & Associates Company Secretaries B-37 Ahinsha Marg Jai Jawan Colony-I TonkRoad Jaipur (Raj.) was appointed as Secretarial Auditor to conduct the secretarial auditof the company for the financial year 2020-21 as required under Section 204 of theCompanies Act 2013 and rules thereunder. The secretarial audit report for the financialyear 2020-21 forms part of the Report as an Annexure-5.
Provisions of cost audit is not applicable on your company. Accordingly your company isnot required to conduct the cost audit for the financial year ended March 31 2021.
In compliance of the provisions of Section 177 of the Companies Act 2013 read withRules thereunder and Regulation 18 of the SEBI (LODR) Regulations 2015 company has anaudit committee comprising Shri J. P. Kanodia Managing Director as Chairman of theCommittee Shri Sanjay Sharma & Smt. Nisha Sharma independent directors as members ofthe Committee. The Committee functions with the powers and responsibilities as specifiedin the Companies Act 2013 read with rules thereunder Regulation 18 of the SEBI (LODR)Regulations 2015 and other applicable law if any.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In compliance of the provisions of Section 177 of the Companies Act 2013 andRegulation 22 of the SEBI (LODR) Regulations 2015 Company has established a VigilMechanism (Whistle Blower policy) and formulated a Policy in order to provide a frameworkto the directors and employees of the company a responsible and secure whistle blowing/vigil mechanism to report genuine concerns to the Chairman of the Audit Committee. Andthat Company hereby affirms that no personnel have been denied access to the auditcommittee. More details about the policy and procedure are stated in Corporate GovernanceReport forming part of this Annual Report.
RISK MANAGEMENT POLICY/ PLAN:
The Company has developed and established a risk management policy/ Plan for theCompany which sets out a framework for identification of elements of Risk if any which inthe opinion of the Board may threaten the existence of the Company and has devised aproper system of risk management and internal compliance and control through its BoardAudit Committee KMP's and other Senior personnel of the Company. SHARE CAPITAL: There wasno change in the Share Capital during the year under review as under:
a) Issue of equity shares with differential rights The company didn't issue anyequity shares with differential rights or other securities during the year under review.
b) Issue of sweat equity shares The company didn't issue any Sweat equity sharesduring the year under review.
c) Issue of employee stock options The company didn't issue any ESOP during theyear under review.
d) Provision of money by company for purchase of its own shares by employees orby trustees for the benefit of employees
Company didn't make any Scheme or Provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Company doesn't fall in any criteria which attract applicability of CSR as perCompanies Act 2013 and rules made thereunder also the full amount of CSR fund has beenalready spent on various CSR activities in previous years and nothing is remain unspentalso there were no running project or activity which require monitoring by this Committee.Hence Board dissolved the Corporate Social Responsibility (CSR) Committee of the Companyw.e.f. 29.06.2020.
DISCLOSURE ON MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable on Company accordinglysuch accounts and records are not made and maintained.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:
Pursuant to section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 the requisite particulars are furnished at Annexure-6 given heretoforming part of this Report.
In order to keep pace with the changing technology and to provide the benefits ofelectronic trading to our members your company's shares are tradable compulsorily inelectronic form and it established connectivity with depositories viz. NationalSecurities Depositories Limited (NSDL) and Central Depository Services (India) Limited(CDSL). The company also has common agency (RTA) for transfer of shares both in demat andin physical form. ANNUAL RETURN: In accordance with Section 134(3)(a) of the CompaniesAct 2013 the web address where annual return referred to in sub-section (3) of section92 has been placed is as under: http://uniqueorganics.com/investor/annual- return/
|For & on behalf of the Board of Directors |
|Place: Jaipur |
|Date: 03.08.2021 |
|J. P. Kanodia |
|Managing Director |
|DIN: 00207554 |
|Regd. Office: |
|E-521 Sitapura Industrial Area |
|Jaipur-302022 (Raj.) INDIA |
|CIN: L24119RJ1993PLC007148 |