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Unique Organics Ltd.

BSE: 530997 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE333E01019
BSE 00:00 | 22 Mar 7.25 -0.38






NSE 05:30 | 01 Jan Unique Organics Ltd
OPEN 7.25
52-Week high 17.88
52-Week low 6.82
P/E 2.24
Mkt Cap.(Rs cr) 4
Buy Price 7.60
Buy Qty 550.00
Sell Price 7.25
Sell Qty 914.00
OPEN 7.25
CLOSE 7.63
52-Week high 17.88
52-Week low 6.82
P/E 2.24
Mkt Cap.(Rs cr) 4
Buy Price 7.60
Buy Qty 550.00
Sell Price 7.25
Sell Qty 914.00

Unique Organics Ltd. (UNIQUEORGANICS) - Director Report

Company director report


The Members of

Unique Organics Limited

Your directors are pleased to present the Twenty Fourth Annual Report of the companytogether with the Audited Financial Statement for the year ended on 31st March2018 as follows:


(Rs. In Lakhs except EPS)

Particulars As at 31.03.2018 As at 31.03.2017
Revenue from operations 3858.22 3176.55
Other income 29.10 41.75
Total revenue 3887.32 3218.30
(a) Cost of materials consumed 421.36 5.11
(b) Purchases of stock-in-trade 2571.31 2634.61
(c) Changes in inventories of finished goods work-in- progress and stock-in-trade 215.53 17.68
(d) Employee benefits expense 72.78 100.85
(e) Finance costs 78.28 60.54
(f) Depreciation and amortisation expense 15.06 15.49
(g) Other expenses 488.61 519.39
Total expenses 3862.93 3353.67
Profit/ (loss) before exceptional items and tax 24.39 (135.37)
Exceptional items - -
Profit/ (loss) before tax 24.39 (135.37)
Tax expense
(1) Current tax 1.69 -
(2) Deferred tax expense (7.93) 0.27
Profit/(Loss) for the period 30.63 (135.64)
Profit (loss) from discontinued operations - -
Tax expenses of discontinued operations - -
Profit/ (loss) from discontinued operations (after tax) - -
Profit / (Loss) for period 30.63 (135.64)
other comprehensive income 0.30 (0.27)
Total Comprehensive Income for the period (XIII+XIV) (Comprising Profit (Loss) and other Comprehensive Income for the period) 30.93 (135.91)
Paid-up equity share capital 595.30 595.30
(F.V. of Rs. 10/-)
Earnings per equity share (for discontinued and continuing operations)
(a) Basic 0.51 (2.28)
(b) Diluted 0.51 (2.28)


Your company is engaged in the manufacturing of ruminant feed and trading ofagriculture commodities. During the year under review the export activities were focusedon animal feed ingredients and spices. The market of products like Maize soybean meal andgrains continue to be highly fluctuated and the exports of oil meals has declinednationally during the year under review. Your company identified the scope of organic feedingredients and has been focusing on its exports. Further your company is working toidentify more such high demand products and is hopeful of developing a good market base.

The company did not participate in any trade fair during the year. For the comingyears your company will be evaluating the scope of various trade fairs and accordinglywill make to participate in the same.

As informed in the previous Annual Report a major domestic buyer of your companydefaulted. Your company has initiated legal action against the company for the recovery ofthe dues. The proceedings are undergoing in the courts.

The manufacturing facilities of your company were fully utilized. It was used for thepulverizing blending of herbs and spices and for production of cattle feed and otherproducts for ruminant's health under their brand name ‘ROHINI'. As per company'spolicy ethics and quality are maintained at all the levels of the production.

By making best possible use of the available resources during the year under reviewthe company recovered from a net loss of Rs. 135.91 Lakhs in F.Y. 2016-17 to a net profitof Rs. 30.93 Lakhs during FY 2017-18.

Your company is moving ahead with a positive outlook and is hopeful of improvedperformance in the coming years.


No dividend is recommendedfor the financial year 2017-18.


No amount transferred to the general reserve during the year 2017-18.


During the year under review no loans orguarantees 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 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.


There is no adverse remark or qualification or any disclaimer remark against theCompany by (a) the statutory auditor in its audit report; and (b) the company secretary inpractice in its secretarial audit report.


During the year under review neither the statutory auditorsnor the secretarial auditorhas reported to the audit committeeunder Section 143 (12) of the Companies Act 2013anyinstances of fraud committed against the Company by itsofficers or employees thedetails of which would need to bementioned in the Board's report.


The main activityof the company is the export of Agri commodities spices animal feedmeals etc. but to strengthen the domestic market and as a part of diversification ofbusiness company started to manufacture and sale of range of cattle feed products in itsown brand name of "ROHINI" from last yearas well as processing of medicinal&herbal items on job work basis.


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.31.03.2018) and the date of this report.


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.


The Company no subsidiary joint venture or associate companyduring the year underreview.


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 andthenrecorded. 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.


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 2and forms apart of this report.

All board members and senior management have affirmed compliance with Code of Conductunder Clause 49/ SEBI (LODR) Regulations 2015 Companies Act 2013and Code of ConductonSEBI (PIT) Regulations 2015on annual basis.


The Board of Directors met 9 (nine) times during the financial year 2017-18 on17.04.2017 27.05.201711.08.2017 19.08.2017 12.09.2017 28.10.2017 28.11.201709.02.2018 and 28.03.2018. The intervening gap between any two meetings was withinthe period prescribed by the Companies Act 2013 read with rules thereunder and ListingAgreement/ SEBI (LODR) Regulations 2015.


The Board has six committees: Audit Committee Nomination & Remuneration CommitteeCorporate Social Responsibility Committee Stakeholders Relationship Committee ShareTransfer Committee and Internal ComplaintCommittee. 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.


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:// features of the policy regarding criteria for determining qualifications criteriaof Making Payments to Directors independence of directors and other matters are as 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 re-appointment on passing of anordinary resolution by the Company and disclosure of such appointment in the Board'sreport.

• 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 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 3to the Board's Report.


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 complaint pertaining to sexual harassment at workplace was received during the yearunder review.

DIRECTORS: a) Changes in Directors and Key Managerial Personnel

• There were no changes in Directors and key managerial personnel during the yearunder review.

b) Declaration by an Independent Director(s)

• Company received declarations from its independent directors Shri Sanjay Sharmaand Shri Himanshu Chodhary under sub section (7) of section 149 of the Companies Act 2013confirming that they meet the criteria as laid down in Section 149(6) of the CompaniesAct 2013 read with rules thereunder and provisions of SEBI (LODR) Regulations 2015.

c) Performance Evaluation of Boardand re-appointment

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 provisionsof Companies Act 2013 read with rules thereunderListing Agreement 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 Executive Directors/Non-Independent Directors of the Company except the Director getting evaluated keeping inview the inputs provided by Nomination & Remuneration Committee. The Policy on AnnualPerformance Evaluation of the Board its Committee's and individual directors is appendedas Annexure 4to this report and also available on Company's website at belowweb-link: Mr. J.P. Kanodia Managing Director of theCompany retires at the ensuing Annual General Meeting and being eligible offers himselffor re-appointment in terms of provisions of Articles of Association of the Company.TheBoard recommends her re-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.


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 accountsthe applicable accounting standardshave been followed along with proper explanationrelating to material departures; b) the directors had selected such accounting policiesand applied themconsistently and made judgments and estimates that are reasonable andprudent so asto give a true and fair view of the state of affairs of the company at theend of thefinancial year and of the profit of the company for the year ended on that date;c) the directors have taken proper and sufficient care for the maintenance ofadequateaccounting records in accordance with the provisions of the Act forsafeguarding the assetsof the company and for preventing and detecting fraud andother irregularities; d) thedirectors have prepared the annual accounts on a going concern basis; and e) thedirectors laid down internal financialcontrols to be followed by the company and thatsuch internal financial controls areadequate and are operating effectively. f) thedirectors have devised proper systems to ensure compliance with theprovisions of allapplicable laws and that such systems are adequate and operatingeffectively.


M/s A.K. Meharia & Associates Chartered Accountants Kolkata were appointed asStatutory Auditors ofyour Company at the Annual General Meeting held on 18thAugust 2015 for a term of five consecutive years (F.Y. 2015-16 to F.Y. 2019-20). As perthe provisionsof Section 139 of the Companies Act 2013 the appointment ofAuditors wasrequired to be ratified by Members at every AnnualGeneral Meeting. However in accordancewith Companies Amendment Act. 2017 enforced on 7th May 2018 by the Ministryof Corporate Affairs the appointment of Statutory Auditors is not required to be ratifiedby every general meeting.


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 2017-18 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for thefinancial year 2015-16 forms part of the Report as an Annexure5.


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.


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 whistleblowing/vigil mechanism to report genuine concerns to the Chairman of the Audit Committee.And that 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.


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.


Company has constituted the Corporate Social Responsibility (CSR) Committee ofDirectors in accordance withthe provisions of Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility) Rules2014. The brief outline of theCSR Policy including overview of the programs/ activities undertaken/ to be undertakenthe composition of the CSR Committee etc are available at belowweb-link: Regarding the applicability of CSRprovisions on Company for the F.Y. 2017-18. As per amended Sec. 135 of the Co. Act 2013and rules thereunder Company is not coming under purview of CSR laws and not liable tospend any amount on CSR activities for the F.Y. 2017-18.

Although has unspent amount for previous year against which Company has spent partialamount on CSR activities the same have been disclosed in Annexure 6 to thisReport.


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 asunder:http://


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.


Energy cost constituted a small proportion of the total cost and there is not muchscope for energy conservation. Pursuant to section 134 of the Companies Act 2013 readwith the

Companies(Accounts) Rules 2014 the requisite particulars are furnished at Annexure7 given hereto forming part of this Report. Foreign exchange earnings and outgo arefurnished as under:


(Rs. In Lakhs)

Particulars 2017-18 2016-17
Foreign Exchange Earnings:
Export Sales (FOB) 1483.88 2590.56
Foreign Exchange Outgo:
Brokerage claims & deductions 16.37 58.20
CIF Value of Imports 461.35 48.23


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.


Your directors are glad to present below the management discussion and analysis for theyear 2017-18:

Industry structure and developments:

The exports from India rose by 9.8% during the year 2017-18. The FY18 witnessed impactsfrom the lasting effects of demonetization and the difficulties in the implementation ofGoods and Service Tax. Though the agriculture sector still remains in the negativeterritory as they are facing liquidity problems. Exports of Oil meals which accounts formajor share of exports of your company has an overall negative trend during the FY18. InFY19 the exports' growth is expected to increase due to improved momentum in the globaldemand and liberalized policies and incentive schemes of government. Good monsoonexpectation will help to overcome the poor sentiments in the agriculture segment. Thougha higher dependency on monsoon in this sector is major factor.

The management of your company has been continuously working on to identify and selectnew products and markets. This was evident from the performance in the last quarter ofFY18. Further the management anticipates good volume of business in year ahead.


The advantage of your company is its 25years of experience in the sector ofagricultural exports that has created a trust among its customers. The management policiesare aimed at satisfying the requirements of the present customers while adding on newproducts and markets. The company has also started manufacturing of cattle feed and otherhealth supplements under the brand name ‘ROHINI' with an aim to tap the domesticmarket and diverse its portfolio.

Your company is hopeful of positive results in the exports and domestic market on thebasis of:

- Productive and effective leadership having a dedicated and committed team.

- Following the ethical transparent and clearly defined business practices.

- Strong buyer and seller base – enhanced competitiveness.

- Positive reputation among the buyers and the sellers.

- Utilization of inhouse manufacturing facility.


Being in the agriculture sector your company exposed to various unpredictable andinevitable circumstances that have the capacity to affect the industry and the business asa whole. The factors are briefly mentioned as below:

- Weather forecasts and monsoon season.

- Government policies for exports and Fiscal policies.

- Price and exchange rate Volatility.

- Demand and supply in local and global market.

- Changing purchasing and pricing patterns across the Globe.

Your company's performance has to be viewed in context of the aforesaid economic andmarket environment.

Segment-wise performance: a) Feed Products:

The major export products of your company in Feed segment are oil meals and grains. Themain region for export of these products is South East Asia and the company has been ableto identify various other key products and buyers through intensive research andmarketing. Though the Indian origin agriculture products continued to be less competitivein the global market the second half of the FY18 presented improved results. Theperformance is expected to further improve in FY19.

Your company has also started operations in the domestic segment by utilizing themanufacturing capacity for the purpose of production of Urea free cattle feedandruminant related other feed supplements in the Brand name of "ROHINI". Thecompany is planning to mark the presence of its dealer network in Rajasthan and otherstates as well and is hopeful of good performance in the coming years.

b) Spices /Food:

Spices continue to be another important product of your company. The FY18 was good interms of spices and in the coming years as well the performance is expected to bepositive. Your company is engaged only in export trading of spices- whole and powderforms.


A business environment is a combination of risks and opportunities; success andfailure. Macro environmental factors specific to an industry cannot be avoided in aliberalized market. However your company through market research trend analysis andother techniques tend to forecast the risks and take pro-active steps to reduce theimpact of such risks.

After 2015-16 and 2016-17 FY18 was a hopeful year showing that in the coming yearsthe trade in exports as well as domestic sector will improve. Your company is aggressivelymaking efforts to add new products and market in the portfolio both at domestic andinternational levels. The company is also hopeful of receiving positive feedback for itsbrand ‘ROHINI' (cattle feed products) from the market and thus starting a new productsegment.

Analyzing the present situation the company will prefer taking prudent risks so thatthe negative factors in the business environment may be faced in the most efficient mannerwith minimum loss. The Internal Audit Control and Risk Management Policies are constantlyreviewed and modified as per the changing market situations.

Risk and concerns:

In the usual course of the business the company is exposed to varied types and levelsof risks. For instance price fluctuations of the dealing commodities at national andinternational level currency fluctuations legal market and financial risks etc. Due toliquidity concerns in the market and volatility of the prices the threat of defaults bycustomers is high at both national and international level and your company is alreadymaking efforts to avoid this circumstance by thoroughly checking buyer credentials andtaking trade insurance policies.

To ensure that the risks are efficiently effectively and promptly answered yourcompany has prepared a Risk Management Policy which lays down standards of identifyingpotential threats their likelihood of occurrence and taking appropriate actions toaddress the same. Also it involves periodic review of the operations so that properactions can be taken to minimize the risk.

Internal Control System:

Your organization is driven by morals and believes in doing business based onprofessionalism. For dealing with the complexities of developing business yourorganization has made internal frameworks which assist in finishing the tasks inprofessional way. All representatives of the organization have pre-specified roles toperform that are reviewed and monitored regularly. An Internal Audit Control system hasbeen designed which assesses and enhance the viability of risk management and goodgovernance. This helps in ensuring that the work is done against the set standards thusenhancing the organizational performance and providing competitive advantage byeliminating avoidable costs.

Financial and Operational Performance:

Total revenue of the Company from operational and other income increased in the yearfrom Rs. 3218.30 lakh to Rs. 3887.32 lakh an increase of 21.06% in total revenue ascompared to previous financial year. For the financial year ended 31st March2018 Company earned a net profit of Rs. 30.93 lakh as compared to a net loss of Rs.135.91 lakhs in previous financial year. Company also registered a positive EPS of Rs.0.51 as compared to -2.28 per equity share in the previous year.

Human Resources:

With a belief that employees are the assets of the company your company is committedfor proper utilization of its human resources with an aim to achieve professionalexcellence and sustainable mutual growth. As on 31st March 2018 Company has30 Employees on its roll.

Cautionary Statement:

Statements made in "Management Discussion & Analysis" describingprojections company's objectives and planning may be somewhat forward looking within themeaning of applicable laws and regulations. The Actual results might differ depending uponprevailing trends international business scenario government policies demand andavailability of products and government support by means of direct or indirect assistancefor export of products from time to time.


Your directors express their sincere thanks to Central and State Governmentdepartments Banks foreign buyers and customers for their cooperation and encouragementthey always extended to the company and look forward for their continued support. For thecontinuous support and meticulous efforts of Dealers Business Associates and employees inensuring an all-round improved operational performance your directors wish to place onrecord their sincere thanks and appreciation.

For & on behalf of the Board of Directors
Place: Jaipur
Date: 21.08.2018
J.P. Kanodia
Managing Director
DIN: 00207554