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Unison Metals Ltd.

BSE: 538610 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE099D01018
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NSE 05:30 | 01 Jan Unison Metals Ltd
OPEN 52.00
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VOLUME 2
52-Week high 52.50
52-Week low 47.50
P/E
Mkt Cap.(Rs cr) 17
Buy Price 49.40
Buy Qty 200.00
Sell Price 52.00
Sell Qty 10.00
OPEN 52.00
CLOSE 52.00
VOLUME 2
52-Week high 52.50
52-Week low 47.50
P/E
Mkt Cap.(Rs cr) 17
Buy Price 49.40
Buy Qty 200.00
Sell Price 52.00
Sell Qty 10.00

Unison Metals Ltd. (UNISONMETALS) - Director Report

Company director report

To

The Members

The Directors present the Annual Report of Unison Metals Limited (the Company) alongwith the audited financial statements for the financial year ended March 31 2019. Theconsolidated performance of the Company and its subsidiary has been referred to whereverrequired.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2019 is summarisedbelow:

(Rs in lacs)
PARTICULARS Standalone Consolidated
Financial Year Financial Year Financial Year Financial Year
2018-19 2017-18 2018-19 2017-18
Revenue from Operations 6489.99 6607.71 6496.56 6607.71
Other Income 54.54 82.65 54.54 82.65
Profit/ loss before Depreciation Finance Costs Exceptional items and Tax Expense 537.73 494.47 543.53 500.83
Less: Depreciation/ Amortization/ Impairment 132.80 119.33 132.80 119.33
Profit /loss before Finance Costs Exceptional items and Tax Expense 404.93 375.14 410.73 381.50
Less: Finance Costs 320.18 309.12 320.19 309.12
Profit /loss before Exceptional items and Tax Expense 84.75 66.02 90.54 72.38
Add/ (less): Exceptional items 0 0 0 0
Profit /loss before Tax Expense 84.75 66.02 90.54 72.38
Less: Tax Expense (Current & Deferred) 37.11 6.03 38.46 6.03
Profit for the year (1) 47.64 60.00 52.08 66.36
Share of profit/loss of associates 0 0 -54.07 -1.51
Profit /loss for the year 47.64 60.00 -1.99 64.84
Total Comprehensive Income/ loss (2) 130.39 17.41 130.39 17.41
Total (1+2) 178.03 77.40 182.47 83.77
Balance of profit /loss for earlier years 0 0 0 0
Less: Transfer to Debenture
Redemption Reserve 0 0 0 0
Less: Transfer to Reserves 0 0 0 0
Less: Dividend paid on Equity Shares 0 0 0 0
Less: Dividend paid on Preference Shares 0 0 0 0
Less: Dividend Distribution Tax 0 0 0 0

2. STATE OF COMPANY AFFAIRS:

During the year under review the Company has generated total revenue of Rs. 6544.53lac as against Rs. 6690.36 lac of the previous financial year. The net profit for the yearis Rs. 47.64 lac as against Rs. 60.00 lac during the previous financial year. TheDirectors are continuously looking for the new avenues for future growth of the Companyand expect more growth in future period.

3. CAPITAL STRUCTURE:

During the year under review there were no changes in the share capital of theCompany.

4. AMOUNT WHICH COMPANY PROPOSES TO CARRY TO ANY RESERVES:

During the year under review the Company has transferred Rs. 47.64 to the reserve.

5. DIVIDEND & APPROPRIATIONS:

The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view the company's dividend distribution policy has decidedthat it would be prudent not to recommend any Dividend during the year under review.

6. CHANGE(S) IN THE NATURE OF BUSINESS IF ANY

During the year under review apart from its existing business the Company has alsostarted production of new Ceramic Frit project to get full utilization of gas. Theactivity is allowed as per the object clause mentioned in Memorandum of Association of thecompany.

7. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5 of the Companies(Appointment andRemuneration of Managerial Personnel) Rules 2014 are given below: (1)The ratio of the remuneration of each director to the median remuneration of the employeesof the Companyand percentage increase in remuneration of each Director Chief ExecutiveOfficer Chief Financial Officer andCompany Secretary in the financial year:

Name Ratio to median remuneration % increase in remuneration in the financial year
Non-Executive Director
Mr. Hans Vijendra Mittal Not Applicable Not Applicable
Mr. Prakash Jaswantraj Rajyaguru Not Applicable Not Applicable
Mr. Manishaben Bipinchandra Panchal Not Applicable Not Applicable
Executive Director
Mr. Tirth Uttam Mehta 512.68 Not Applicable
Mr. Maheshbhai Vishandas Changrani 89.75 16.67
Chief Financial Officer
Mr. Rajesh Ashawa* 110.24 Not Applicable
Company Secretary
Mrs. Mitaliben Ritesh Patel 27.65 Not Applicable

*Mr. Rajesh Ashawa Chief Financial Officer has resigned during the year with effectfrom June 12 2019. (1) The percentage increase in the median remuneration of employees inthe financial year: 10%. (2) The number of permanent employees on the rolls of Company:30.

(3) Average percentile increase already made in the salaries of employees other thanthe managerial personnelin the last financial year and its comparison with the percentileincrease in the managerial remuneration andjustification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NotApplicable.

(4) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of theCompany. (5) The statement containing names of top ten employees in terms of remunerationdrawn and the particulars of employees as required under Section 197(12) of the Act readwith Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate Annexure-I forming part of thisreport. Further the report and the accounts are being sent to the Members excluding theaforesaid annexure. In terms of Section 136 of the Act the said annexure is open forinspection at the Registered Office of the Company. Any Member interested in obtaining acopy of the same may write to the Company Secretary.

8. HUMAN RESOURCE MANAGEMENT HEALTH AND SAFETY:

The Company firmly believes that employee motivation development and engagement arekey aspects of good human resource management. We have also set up a scalable recruitmentand human resource management process which enables us to attract and retain highercaliber employee.

Functional Structure is adopted to have a clear business horizon and understand thebusiness graph. Continuous improvement of process and practices are prerequisite forsustainability hence organization is giving serious thought to skill development of eachemployee at every level.

To make a lean structure management has been continuously evaluating its Human CapitalInvestment in every sphere of activities like recruitment training with focused approachto get best return of it.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid /unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply. However the company has transferred 1 15100 shares toIEPF during the year.

10. ADEQUACY OF INTERNAL FINANCIAL CONTROL

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self-assessment continuous monitoring by functional experts.We believe that these systems provide reasonable assurance that our internal financialcontrols are designed effectively and are operating as intended.

During the year no reportable material weakness was observed.

11. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THEREPORT

There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.

However during the year under review the Company has invested in the shares of aPrivate Limited Company named M/s Chandanpani Private Limited which ultimately became thewholly owned subsidiary of the Company.

During the year Universal Metal Co. Limited is amalgamated with Chandanpani PrivateLimited dated June 7 2019.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review following changes occurred in the position of Directors/Key Managerial Personnel of the Company:

APPOINTMENTS/ RE-APPOINTMENTS

Uttamchand C Mehta (DIN: 00153639) were appointed as an additional director shallretire by rotation with effect from August 23 2019. A resolution seeking shareholders'approval for their appointment forms a part of the Notice.

In accordance with Section 152 of the Companies Act 2013 and Articles of Associationof the Company Mr. Tirth Mehta (DIN: 02176397) shall retire by rotation as Director atthe ensuing annual general meeting and being eligible offers himself for reappointment. AResolution seeking shareholders' approval for his re-appointment forms part of the Notice.

INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status as independent directors of theCompany.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board/ Committee of the Company.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2019 are: Tirth Uttam Mehta Managing Director MaheshbhaiVishandas Changrani Whole-time Director Mr. Rajeshkumar Asawa (who have resigned witheffect from June 12 2019 and Roshan Gulabchand Bothra appointed as CFO of the companywith effect from June 12 2019) and Mitaliben Ritesh Patel Company Secretary.

Further Mr. Uttamchand C Mehta was appointed as a Chairman of the Company with effectfrom August 23 2019.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required under listing regulations withdetailed analysis of the financial results is annexed to the report as Annexure II andis incorporated herein by reference and forms integral part of this report.

14. REPORT ON PERFORMANCE AND FINANCIAL POSITIONS OF SUBSIDARY ASSOCIATES AND JOINTVENTURES

The Company has one subsidiary named M/s. Chandanpani Private Limited as on March 312019. There are no associates or joint venture companies within the meaning of Section2(6) of the Companies Act 2013 ("Act"). During the year the business of itssubsidiary of the Company named Chandanpani Private Limited is changed due to merger of acompany Universal Metals Limited as backward integration. Before the merger the companyfulfills its major requirement of raw material by such Universal Metals Limited and theCompany feels it convenient to merger the Universal Metals Limited with ChandanpaniPrivate Limited.

During the year M/s. Universal Metal Co. Limited is amalgamated with M/s. ChandanpaniPrivate Limited as per the order of NCLT Ahmedabad bench dated June 7 2019.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financialstatements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidatedfinancial statements along with relevant documents andseparate audited financial statements in respect ofsubsidiaries are available on thewebsite of the Company i.e. www.unisongroup.net.

15. PUBLIC DEPOSIT:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS / OUTGO:

As required by the provisions of Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 the relevant data pertaining toconservation of energy Technology Absorption Foreign exchange earnings is attached with Annexure-III.

17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.

18. INSURANCE:

All the assets of the company are adequately insured and the Company has developedproper system for taking insurance on all its assets in order to mitigate the risk.

19. AUDITORS:

I. STATUTORY AUDITORS:

In the 27th Annual General Meeting (AGM) held on September 29 2017 M/s Jain Kedia andSharma Chartered Accountants (ICAI Firm No. 104744W) were appointed as Statutory Auditorsof the Company for tenure of 5years. They have under Section 139(1) of the Act and theRules framed thereunder furnished a certificate of their eligibility.The requirement toplacethe matter relating to appointment of auditors for ratification by Members at everyAGM has been done away bythe Companies (Amendment) Act 2017 with effect from May 7 2018.Accordingly no resolution is being proposedfor ratification of appointment of statutoryauditors at the ensuing AGM and a note in respect of same has beenincluded in the Noticefor this AGM.

The report of the Statutory Auditor does not contain any qualification reservationadverse remark or disclaimer. The observations made in the Auditor's Report areself-explanatory and therefore do not call for any further comments.

II. DETAILS OF FRAUD REPORTING BY AUDITOR:

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.

III. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s G RShah & Associates Practicing Company Secretaries to undertake Secretarial Auditfor the financial year ended on March 31 2019. Secretarial Audit Report is attached tothis report as Form MR-3. As per Annexure IV. The Secretarial Auditor hasraised a query in their report that "Regulation 33 read with Schedule III of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 provides that Outcomeof the Meetings of the board of directors held for considering Financial Results shallrequire to disclose to the Exchange within 30 minutes of the closure of the meeting.However the Company has not complied with the same and such result was submitted within45 minutes of the meeting" The Board of Directors responded in this regard that thedelay in Declaration of outcome of Financial Results as required under regulation 33 wasinadvertent in nature and the same was filed correctly after 45 minutes of the meeting.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the Company does not fall under the mandatory bracket of Corporate SocialResponsibility as required under Section 135 of the Companies Act 2013 hence Company hasnot taken any initiative on Corporate Social Responsibility.

21. SECRETARIAL STANDARDS:

The Directors state that applicableSecretarial Standards i.e. SS-1 andSS-2 relatingto ‘Meetings of the Boardof Directors' and ‘General Meetings'respectively havebeen duly followed bythe Company.

22. MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES: RISKMANAGEMENT COMMITTEE:

The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The Committee isresponsible for monitoring and reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand controls. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the Management Discussionand Analysis which forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Company's Code of Conduct or Ethics Policy. The same is alsouploaded on the website of the Company i.e. www.unisongroup.net.

BUSINESS CONDUCT POLICY:

The Company has framed "Business Conduct Policy". Every employee is requiredto review and sign the policy at the time of joining and an undertaking shall be given foradherence to the Policy. The objective of the Policy is to conduct the business in anhonest transparent and in an ethical manner. The policy provides for anti-bribery andavoidance of other corruption practices by the employees of the Company.

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors duly met 10 times at regular intervals during the mentionedfinancial year and in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. The dates on which meetings were held are as follows:

Sr. Date of Board Meeting Directors Attended
1. 03/04/2018 Mr.Prakash Rajyaguru
Mr. Tirth Uttam Mehta
Mr.Maheshbhai Changrani
Ms.Manishaben Panchal
Mr. Hans Vijendra Mittal
2. 20/04/2018 Mr. Prakash Rajyaguru
Mr. Tirth Uttam Mehta
Mr.Maheshbhai Changrani
Ms.Manishaben Panchal
Mr. Hans Vijendra Mittal
3. 07/05/2018 Mr.Prakash Rajyaguru
Mr. Tirth Uttam Mehta
Mr.Maheshbhai Changrani
Ms.Manishaben Panchal
Mr. Hans Vijendra Mittal
4. 30/05/2018 Mr.Prakash Rajyaguru
Mr.Maheshbhai Changrani
Ms.Manishaben Panchal
Mr. Hans Vijendra Mittal
5. 14/08/2018 Mr.Prakash Rajyaguru
Mr. Tirth Uttam Mehta
Mr.Maheshbhai Changrani
Mr. Hans Vijendra Mittal
6. 28/08/2018 Mr.Prakash Rajyaguru
Mr. Tirth Uttam Mehta
Mr.Maheshbhai Changrani
Ms.Manishaben Panchal
Mr. Hans Vijendra Mittal
7. 15/09/2018 Mr.Prakash Rajyaguru
Mr. Tirth Uttam Mehta
Mr.Maheshbhai Changrani
Ms.Manishaben Panchal
Mr. Hans Vijendra Mittal
8. 14/11/2018 Mr.Prakash
Rajyaguru
Mr. Tirth Uttam
Mehta
Mr.Maheshbhai
Changrani
Ms.Manishaben
Panchal
Mr. Hans
Vijendra Mittal
9. 14/02/2019 Mr.Prakash
Rajyaguru
Mr. Tirth Uttam
Mehta
Mr.Maheshbhai
Changrani
Ms.Manishaben
Panchal
Mr. Hans
Vijendra Mittal
10. 08/03/2019 Mr.Prakash
Rajyaguru
Mr. Tirth Uttam
Mehta
Mr.Maheshbhai
Changrani
Ms.Manishaben
Panchal
Mr. Hans
Vijendra Mittal

24. DISCOSURES OF VARIOUS COMMITTEES OF THE BOARD OF DIRECTORS: AUDIT COMMITTEE:

The Audit Committee comprises of 3 members as follows:

Name of the Director Status in Committee Nature of Directorship
Shri Prakash Rajyaguru Chairman Independent Director
Hans Mittal Member Independent Director
Tirth U. Mehta Member Managing Director

The audit committee duly met at regular intervals during the mentioned financial yearand in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose. During theFinancial year the Meetings of Audit committee was held in following manner:

Sr. Date of Meeting Directors Attended
1. 30/05/2018 Shri Hans Mittal Shri Prakash Rajyaguru
2. 14/08/2018 Shri Hans Mittal Shri Tirth Mehta Shri Prakash Rajyaguru
3. 14/11/2018 Shri Hans Mittal Shri Tirth Mehta Shri Prakash Rajyaguru
4. 14/02/2019 Shri Hans Mittal Shri Tirth Mehta Shri Prakash Rajyaguru

The Committee periodically discussed the Financial Reporting process reviewed theFinancial Statements and discussed the quality of the applied accounting principles andsignificant judgment that affected the Company's Financial Statements. The audit Committeereviewed with adequacy of internal control systems with the management statutory andinternal auditors.

The audit Committee reviewed with adequacy of internal control systems with themanagement statutory and internal auditors.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178 Schedule V and other applicable provisions of Companies Act2013 the Board has recommended and constituted Nomination and Remuneration Committee andthe structure of the same as follows:

Name of the Director Status in Committee Nature of Directorship
Hans Vijendra Mittal Chairman Independent Director
ManishabenBipinchandraPanchal Member Independent Director
PrakashJaswantrajRajyaguru Member Independent Director

The Nomination and Remuneration Committee will acts in accordance with the terms ofreference specified by the Board of Directors of the Company. The Board has in accordancewith the provisions of sub-section (3) of Section 178 of the Companies Act 2013formulated the policy setting out the criteria for determining qualifications positiveattributes independence of a Director and policy relating to remuneration for DirectorsKey Managerial Personnel and other employees.

The Nomination and Remuneration Committee met 2 times as follows during the financialyear and in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose:

Sr. Date of Meeting Directors Attended
1. 30/05/2018 Shri Hans Mittal Shri Prakash Rajyaguru Manishaben Panchal
2. 14/08/2018 Shri Hans Mittal Shri Prakash Rajyaguru

25. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the provisions of theCompanies Act 2013 and Ind AS-110 -Consolidated Financial Statements read with Ind AS-28 Investments inAssociates and JointVenture and Ind AS-31 - Interests in Joint Ventures theaudited consolidated financialstatement isprovided in the Annual Report.

26. CORPORATE GOVERNANCE:

As per the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015notified Sep-tember 2 2019 issued by Securities and Exchange Board of India videcircular no SEBI/LAD-NRO/ GN/2015-16/013 Corporate Governance is not applicable to theCompany as Company has not attained the prescribed limit as mentioned hereunder: As perthe Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations2015applicability of Corporate Governance shall not be mandatory for companies having paid upequity share capital not exceeding rupees ten crore and net worth not exceeding rupeestwenty five crore as on the last day of the previous financial year.

27. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and Bombay Stock Exchange Limited the shares of theCompany are under compulsory demat form. The Company has established connectivity withboth the Depositories i.e. National Securities Depository Limited and Central DepositoryServices (India) Limited and the Demat activation number allotted to the Company is ISIN:INE099D01018. Presently shares are held in electronic and physical mode (85.10% of sharesin demat 14.90% in physical mode).

28. INTERNAL AUDITOR

The Board of Directors has appointed M/s Aditya Deora & Co. Chartered Accountants(Firm Registration Number: 139144W) as an Internal Auditors of the Company. The InternalAuditor directly report to audit committee. The Company has in place a mechanism toidentify assess monitor and mitigate various risks to key business objectives.

29. LISTING:

The equity shares of the company are listed in the Bombay Stock Exchange Limited whichhas the connectivity in most of the cities across the country and also listed withAhmedabad Stock Exchange Limited.

30. COST RECORD:

In terms of Section 148 of the Companies Act 2013 the Company is required to maintaincost records. Cost records are made and maintained by the Company as required underSection 148(1) of the Act.

31. PERFORMANCE OF EVALUATION:

Pursuant to the provisions of the Companies Act2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of the Directors individually as well as evaluation of the workingof the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

Knowledge

Professional Conduct

Comply Secretarial Standard issued by ICSI Duties Role and functions

2. For Executive Directors:

Performance as leader

Evaluating Business Opportunity and analysis of Risk Reward Scenarios Key setinvestment goal Professional conduct and integrity Sharing of information with Board.

Adherenceapplicable government law

The Directors expressed their satisfaction with the evaluation process.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL ACT 2013)

As per the requirement of the SexualHarassment of Women at Workplace(PreventionProhibition & Redressal)Act 2013 ("POSH Act") and Rules madethereunder theCompany has formed Internal Complaints Committee forvarious work places to addresscomplaintspertaining to sexual harassment inaccordance with the POSH Act. TheCompany has apolicy for prevention ofSexual Harassment which ensures a freeand fair enquiry processwith clear timelines for resolution. To build awareness in thisarea the Company has beenconducting online programme on a continuous basis.

33. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm and 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 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;

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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.

34. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone Financial Statement (Please referNote 7 and 10 of Financial Statement).Company has not provided any guarantee.

35. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Act the extract of annual return is given inAnnexureV in the prescribed Form MGT-9 which forms part of the Board's Report in AnnexureV. The same is also uploaded on the website of the Company i.e. www.unisongroup.net.

36. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifiesmajor risks which may threaten the existence of the Company. The same has also beenadopted by your Board and is also subject to its review from time to time. Risk mitigationprocess and measures have been also formulated and clearly spelled out in the said policy.

37. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. The information on transactions with related parties pursuant to Section134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Annexure VI in Form AOC-2 and the same forms part of this report.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financialinstitutions company's bankers and customers vendors and investors for their continuedsupport during the year.

Your Directors are also pleased to record their appreciation for the dedication andcontribution made by employees at all levels who through their competence and hard workhave enabled your Company to achieve good performance year after year and look forward totheir support in future as well.

BY ORDER OF THE BOARD OF DIRECTORS
FOR UNISON METALS LTD.
REGISTERED OFFICE : Plot No. 5015 TIRTH UTTAM MEHTA MAHESHBHAI VISHANDAS CHANGRANI
Phase 4Ramol Char Rasta (Managing Director) (Whole-Time Director)
GIDCVatva Ahmedabad 382445 (DIN: 02176397) (DIN: 00153615)
DATE:02/09/2019
PLACE:AHMEDABAD