The Members of Unique Organics Limited
E-521 Sitapura Industrial Area Jaipur -302022 (Raj.)
Your directors are pleased to present the Twenty Eighth Annual Report of the Companytogether with the Audited Financial Statement for the year ended on 31st March2020 as follows:
FINANCIAL SUMMARY: (Rs. In Lakhs except EPS)
| ||Current year ended ||Previous year ended |
|Particulars ||31.03.2020 ||31.03.2019 |
| ||(Audited) ||(Audited) |
|Revenue from operations ||3027.83 ||2894.61 |
|Other income ||12.38 ||27.23 |
|Total revenue ||3040.21 ||2921.84 |
|Expenses: || || |
|(a) Cost of materials consumed ||1456.54 ||600.28 |
|(b) Purchases of stock-in-trade ||1155.28 ||1457.86 |
|(c) Changes in inventories of finished goods work-inprogress and stock-in-trade ||(76.02) ||43.53 |
|(d) Employee benefits expense ||114.02 ||123.47 |
|(e) Finance costs ||50.92 ||77.38 |
|(f) Depreciation and amortisation expense ||17.27 ||16.52 |
|(g) Other expenses ||311.78 ||542.55 |
|Total expenses ||3029.79 ||2861.59 |
|Profit/ (loss) before exceptional items and tax ||10.42 ||60.25 |
|Exceptional items ||- ||- |
|Profit/ (loss) before tax ||10.42 ||60.25 |
|Tax expense || || |
|(1) Current tax ||2.24 ||11.59 |
|(2) Deferred tax expense ||3.74 ||(16.87) |
|Profit/(Loss) for the period from continuing operations ||4.44 ||65.53 |
|other comprehensive income || || |
|A (i) Items that will not be reclassified to profit & loss ||(0.19) ||(0.97) |
|(ii) Income tax relating to Items that will not be reclassified to profit & loss ||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 Profit (Loss) and other Comprehensive Income for the period) ||4.30 ||64.56 |
|Paid-up equity share capital (F.V. of Rs. 10/-) ||595.30 ||595.30 |
|Earnings per equity share || || |
|(a) Basic ||0.07 ||1.10 |
|(b) Diluted ||0.07 ||1.10 |
STATEMENT OF COMPANY'S AFFAIRS / COMPANY'S WORKING:
Your company is engaged in manufacturing & exporting of agriculture commoditiesfood ruminant feed and other animal nutritional products. During the year under reviewdomestic and export sales contributed 66 and 44 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 and Rapeseed/Mustard DOC were the major contributor tothe export sales during the year under review. The market of products like Maize soybeanmeal and grains continue to be highly fluctuated and the exports of De-oiled Rice Bran(DORB) has declined during the year under review. Your company identified the scope oforganic feed ingredients and has been focusing on its exports mainly organic barley andSoybean meal. Further your company is working to identify more such high demand productsand is hopeful of developing a good market base in international market.
During the year under review your Company participated in 5 trade fairs/exhibitionsheld in Pune Karnal Lucknow Indore and Jaipur to promote mainly our domestic products.For the coming years your company will be evaluating the scope of various trade fairs andaccordingly will make to participate in the same.
As informed in the previous Annual Reports from time to time your company is continueto making efforts to recover money from defaulted debtors by taking suitable measures.
Your Company expanded the cattle feed manufacturing business by installing another unitat same premises to cater increased demand of its customer on time. The manufacturingfacilities of your company were utilized at optimal level. It was used for the productionof cattle feed and other animal nutritional products for ruminant's health under theirbrand name 'ROHINI' and for pulverizing blending of herbs and spices. As per company'spolicy ethics and quality are maintained at all the levels of the production.
Your company is moving ahead with a positive outlook and is hopeful of improvedperformance in the coming years.
No dividend is recommended for the financial year 2019-20.
No amount transferred to the general reserve during the year 2019-20.
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 Annexure1 to 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 feed mealsmanufacture and sale of range of cattle feed products in its own brand name of"ROHINI" as well as processing of medicinal & herbal items on job work basisfor 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.31.03.2020) 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 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's equity shares continue to be listed with Bombay Stock Exchange (BSE)which has nationwide trading 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. IndependentAuditors Certificate on Corporate Governance is attached as Annexure 2 andforms a part of this report.
All board members and senior management have affirmed compliance with Code of Conductunder Companies Act 2013 read with Rules thereunder along with SEBI (LODR) Regulations2015 and Code of Conduct on SEBI (PIT) Regulations 2015 on annual basis.
The Board of Directors met 8 (Eight) times during the financial year 2019-20 on28.05.2019
26.06.2019 07.08.2019 26.08.2019 05.11.2019
14.11.2019 28.01.2020 19.03.2020. The
intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013 read with rules thereunder and Listing Agreement/ SEBI (LODR)Regulations 2015 (including amended/extended from time to time).
COMMITTEES OF DIRECTORS:
The Board has six committees: Audit Committee Nomination & Remuneration CommitteeCorporate Social Responsibility Committee Stakeholders Relationship Committee ShareTransfer Committee and Internal Complaint Committee. All committees are formed as perprevailing laws and have proper combinations of independent and non-independent directorsin composition.
A detailed note on the Board and its committees is provided under the CorporateGovernance Report section in this 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 policy is available on Company's website on below web-link:http://uniqueorganics.com/investor/corporate- governance-policies/
Salient features of the policy regarding criteria for determining qualificationscriteria of Making Payments to directors independence of directors and other matters areas under:
The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend his / her appointment as per Company's Policy.
Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 Schedule Vof the Act and rules made there under or any other enactment for the time being in forceand the approvals obtained from the Members of the Company.
The Non-Executive / Independent Directors may receive sitting fees and suchother remuneration as permissible under the provisions of Companies Act 2013 read withrules thereunder and provisions of SEBI (LODR) Regulations 2015. The amount of sittingfees shall 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 Key Managerial Personnel and Senior Management shall consistof fixed pay and incentive pay reflecting their short term and long term performance andworking in compliance with the provisions of the Companies Act 2013 and in accordancewith the Company's Policy.
An Independent Director shall not be eligible to get Stock Options and alsoshall not be eligible to participate in any share based payment schemes of the Company.
An Independent Director shall hold office for a term up to five consecutiveyears on the Board of the Company and will be eligible for reappointment on passing of anordinary resolution by the Company and disclosure of
such appointment in the Board's report.
The Committee may recommend with reasons recorded in writing removal of aDirector KMP or Senior Management Personnel subject to the provisions and compliance ofthe Companies Act 2013 rules and regulations and the policy of the Company.
There has been no 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'sReport.
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.
a) Details of directors or key managerial personnel who were appointed or have resignedduring the year
Mr. Jyoti Prakash Kanodia was appointed as the Managing Director of the w.e.f. 5thNovember 2019 for three years.
Mrs. Nisha Sharma appointed as independent director to the Board for a term offive years in previous AGM held on 27th September 2019. The Board also haveprovided opinion with regard to
integrity expertise and experience of Mrs. Nisha Sharma.
None of the director resigned during the year under review.
b) Declaration by an Independent Director(s)
Company have received declarations from its independent directors Mr. SanjaySharma Mr. Himanshu Chodhary and Mrs. Nisha Sharma under sub section (7) of section 149of the Companies Act 2013 confirming that they meet the criteria as laid down in Section149(6) of the Companies Act 2013 read with rules thereunder and provisions of SEBI (LODR)Regulations 2015.
c) Performance Evaluation of Board and reappointment
The company has developed and implemented a policy for formal annual evaluation. TheCommittee/Board shall evaluate the performance of Board its Committees and itsindividual directors including Chairman/Managing Director and Independent Directors of theCompany with reference to the authority under the Policies of the Company framed inaccordance with the relevant provisions of Companies Act 2013 read with rules thereunderLODR Reg. and based on their functions and the criteria for the evaluation of theperformance as prescribed in the policy. Evaluation of Independent Directors shall becarried on by the entire Board in the same way as it is done for the ExecutiveDirectors/Non-Independent Directors of the Company except the Director getting evaluatedkeeping in view the inputs provided by Nomination & Remuneration Committee. The Policyon Annual Performance Evaluation of the Board its Committee's and individual directors isappended as Annexure 4 to this report and also available on Company'swebsite at below web-link:
Mrs. Madhu Kanodia Non-Executive Director of the Company retires at the
ensuing Annual General Meeting and being eligible offers herself for reappointmentin terms of provisions of Articles of Association of the Company. The Board recommends herre-appointment.
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) Re-appointment of independent director
The first term of five years of Mr. Himanshu Chodhary independent director of thecompany is expiring on 4th February 2021. To maintain optimum board combinationin accordance with the requirements of Companies act 2013 and SEBI (Listing Obligationand Disclosures Requirements) Regulation 2015 Company needs to appoint independentdirector. Company received declaration from Mr. Himanshu Chodhary for re-appointment ofindependent director for another term of five years. The nomination and remunerationcommittee have also considered the proposal and find the candidature of Mr. HimanshuChodhary appropriate for the position of independent director. The Board also haveprovided opinion with regard to integrity expertise and experience of Mr. HimanshuChodhary.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of clause (c) of subsection (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
of the 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 the term "internal financialcontrols" means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable 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.
M/s A.K. Meharia & Associates Chartered Accountants Kolkata Statutory Auditorsof the Company hold office until the conclusion of the ensuing 28th annualgeneral meeting of the Company and they being eligible offer themselves forre-appointment. The Audit Committee and Board of Directors of the company have recommendedthe re-appointment of M/s. A.K. Meharia & Associates Chartered Accountants Kolkataas Statutory Auditors of the company to hold office for two consecutive years tenurestarting from the conclusion of this 28th AGM up to the conclusion of 30thAGM.
The company has received consent and Certificate required under Section 139 &141(3)(g) of the Companies Act 2013 read with Rules thereunder for appointment asStatutory Auditors and other
provisions if any and that they are not disqualified for re-appointment. Theresolution for the same is proposed to be passed by members in this AGM.
SECRETARIAL AUDITOR AND REPORT:
M/s Ruchi Jain & Associates Company Secretaries B-37 Ahinsha Marg Jai JawanColony-I Tonk Road Jaipur (Raj.) was appointed as Secretarial Auditor to conduct thesecretarial audit of the company for the financial year 2019-20 as required under Section204 of the Companies Act 2013 and rules thereunder. The secretarial audit report for thefinancial year 2019-20 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 2020.
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 & Shri. Himanshu Chodhary independent directors asmembers of the Committee. The Committee functions with the powers and responsibilities asspecified in 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.
There was no 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 any equity shares with differential rights or other securitiesduring the year under review.
b) Issue of sweat equity shares
The company didn't issue any Sweat equity shares during the year under review.
c) Issue of employee stock options
The company didn't issue any ESOP during the year under review.
d) Provision of money by company for purchase of its own shares by employees or bytrustees 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 has constituted the Corporate Social Responsibility (CSR) Committee ofDirectors in accordance with the provisions of Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility) Rules 2014.
The brief outline of the CSR Policy including overview of the programs/ activitiesundertaken by the Company the composition of the CSR Committee etc. are available atbelow web-links: http://uniqueorganics.com/investor/csr/http://uniqueorganics.com/gallery/
Regarding the applicability of CSR provisions on Company for the F.Y. 2018-20. As peramended
Sec. 135 of the Co. Act 2013 and rules thereunder Company is not coming under purviewof CSR laws and not liable to spend any amount on CSR activities for the F.Y. 2019-20.
By end of this F.Y. 2019-20 Company have spent full amount which was lying unspentunder its CSR head for previous years and nothing is remain unspent now.
This Committee was formed under applicability of CSR rules and regulations and tofulfill requirements stated thereunder. Since the F.Y. 2017-18 Company doesn't fulfillany criteria which attract applicability of CSR as per Companies Act 2013 and rules madethereunder also the full amount of CSR fund has been spent on various CSR activities andnothing is remain unspent also there are no running project or activity which requiremonitoring by this Committee. Hence Board dissolved the Corporate Social Responsibility(CSR) Committee of the Company w.e.f. 29.06.2020.
Although unspent amount for previous year against which Company has spent full amounton CSR activities the same have been disclosed in Annexure 6 to thisReport.
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 7 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 and in physical form.
In accordance with Section 134(3)(a) of the Companies Act 2013 the web address whereannual return referred to in sub-section (3) of section 92 has been placed is as under: http://uniqueorRanics.com/investor/annual-return/
An extract of the annual return in prescribed format (MGT-9) is appended as Annexure8 to the Board's Report.
|For & on behalf of the Board of Directors |
|Place: Jaipur || |
|Date: 30.07.2020 || |
| ||Sd/- |
| ||J. P. Kanodia |
| ||Managing Director |
| ||DIN:00207554 |