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Unistar Multimedia Ltd.

BSE: 532035 Sector: Media
NSE: N.A. ISIN Code: INE808C01014
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Mkt Cap.(Rs cr) 2
Buy Price 1.44
Buy Qty 17.00
Sell Price 1.65
Sell Qty 133.00
OPEN 1.65
CLOSE 1.65
VOLUME 500
52-Week high 3.75
52-Week low 1.19
P/E
Mkt Cap.(Rs cr) 2
Buy Price 1.44
Buy Qty 17.00
Sell Price 1.65
Sell Qty 133.00

Unistar Multimedia Ltd. (UNISTARMULTIM) - Director Report

Company director report

For the Financial Year Ended on 31st March 2019

Dear Shareholders

Your Directors have great pleasure in presenting the 28th Annual Report together withthe Audited Balance Sheet as at 31st March 2019 and Profit & Loss Account for theyear ended on that date.

FINANCIAL HIGHLIGHTS:

The Company's performance during the year ended 31st March 2019 as compared to theprevious financial year is summarized below:

(Amount in Rs.)
Particulars Standalone Year ended Consolidated Year ended
31st March 2019 31st March 2018 31st March 2019 31st March 2018
Revenue & other Income 454378 5520 454378 5520
Total Expenses 715513 583149 715513 583149
Profit before Tax (261136) (577629) (264349) (579971)
Tax Expenses:
Current Tax/ Deferred tax 855 2866 855 2866
Net profit for the year (261990) (580495) (265203) (582837)
Other comprehensive (loss)/income for the year -- -- -- --
Total comprehensive income for the year (261990) (580495) (265203) (582837)
Total comprehensive income for the period attributable to:
Minority Interest - - - -
Share of Profit/(Loss) from Associates - - - -
EPS:
- Basic (0.03) (0.06) (0.03) (0.06)
- Diluted (0.03) (0.06) (0.03) (0.06)

PERFORMANCE OVERVIEW:

The total income of the Company for the year under review was Rs. 454378/-(previousyear Rs. 5520). During the year the Company has net loss of Rs. 261990/- as compared tonet loss of Rs.580495/- in previous year.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the Financial Year 2018-19and Company Share Capital as on 31.03.2019 stood at Rs. 100007000/-.

DIVIDEND:

In order to conserve the resources for future business requirements your Directors donot recommend dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

STATE OF AFFAIRS OF THE COMPANY:

The main business activity of the company is of Films production T.V. Serials MusicVideo and Distribution. The company runs through persons having relevant experience andexpertise in the concerned area of operations of the company with motive to take thecompany at a new stage from where it currently stands.

BOARD OF DIRECTORS:

As on March 31 2019 the Board comprised of 02 (Two) Executive Directors- Mr. SureshBafna- Director and Mrs. Darshika Shah- Managing Director and 02 (Two) Non-ExecutiveIndependent Director's. The Company has received necessary declarations from theIndependent Directors stating that they meet the prescribed criteria for independence.Based on the confirmations/disclosures received from the Directors under Section 149(7) ofthe Companies Act 2013 and on evaluation of the relationships disclosed the followingNon-Executive Directors are considered as Independent Directors:

a) Mr. Devendra Sanghvi

b) Mr. Sumeeth Kumar Haran

MEETINGS OF THE BOARD:

The Board met 05 (Five) times during the financial year 2018-19 i.e. on 30th May2018 13th August 2018 03rd September 2018 13th November 2018 and 13th February2019. The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance and forms part of thisAnnual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Suresh Bafna (DIN: 01569163) Director retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment.

Your Board recommends re-appointment of the above Directors.

Further Mr. Deepak Doshi Non-executive Independent Director has resigned from theCompany with effect from 03rd September 2018

The Company has formulated code of conduct on appointment of directors and seniormanagement. This code of conduct can be accessed on the website of the Company at the linkhttp://unistarmulti.com/images/Miscellaneous%20Docs/PDF/code%20of%20conduct%20for%20directors%20and%20senior%20management.pdf

Additional Information on directors recommended for appointment/re-appointment asrequired under Regulation 36 (3) of the SEBI (Listing and Obligation DisclosureRequirements) Regulations 2015 at ensuing Annual General Meeting are given in the Noticeconvening 28th Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act 2013 and according to theinformation and explanations received by the Board your Directors state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. the directors have 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 loss of the company for that period;

c. the directors have 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 have prepared the annual accounts on a going concern basis;

e. the directors have 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 have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DECLARARTION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors ofthe Company under sub-section (7) of Section 149 of the Companies Act 2013 confirmingthat they meet the criteria of independence as prescribed under sub-section (6) of Section149 of the Companies Act 2013 and Regulation 25 of the SEBI (Listing and ObligationDisclosure Requirements) Regulations 2015.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

iv. Company performance and strategy

v. Tracking Board and committee's effectiveness

vi. Peer evaluation

Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the nomination and remuneration committeeto lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nomination& Remuneration Committee and Stakeholders Relationship Committees of the Company. TheBoard has devised questionnaire to evaluate the performances of each of executivenon-executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

v. Ability to contribute to and monitor our corporate governance practices

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure-I.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of Companies Act 2013 and Schedule V of the ListingRegulations disclosure on particulars relating to loans advances guarantees andinvestments are provided as part of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Policy Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions entered duringthe year by your Company as per Section 188 of the Companies Act 2013 which requireapproval of the member. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3) of the Companies Act 2013 in Form AOC-2 is not applicable.Further disclosure of transactions with related parties is set out as part of thefinancial statements.

The Policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Board may be accessed on the website of theCompany at the linkhttp://unistarmulti.com/images/Policies/PDF/related%20party%20transaction%20policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review the provisions related to CSR were notapplicable to the Company

CORPORATE GOVERNANCE:

Corporate Governance is about maximizing shareholders value legally ethically andsustainability. At Unistar Multimedia Limited the goal of Corporate Governance is toensure fairness for every stakeholder. We believe Corporate Governance is critical toenhance and retain investor trust. Our Board exercises its judiciary responsibilities inthe widest sense of the term. We also endeavour to enhance long-term shareholder value andrespect minority rights in all our business decisions. As per regulation 34 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate section oncorporate governance practices followed by your Company together with a certificate oncompliance with corporate governance norms under the Listing Regulations and forms part ofthis Annual Report as Annexure -II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report which givesa detailed account of state of affairs of the Company's operations forms part of thisAnnual Report as Annexure -III.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2018-2019 to the said Stock Exchange.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial personnel) Rules 2014 details of the ratioof remuneration of each Director to the median employee's remuneration are appended tothis report as

Annexure- IV.

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has adopted a Vigil mechanism / Whistle blower Policy to deal withinstance of fraud and mismanagement if any. The Company had established a mechanism fordirectors and employees to report concerns about unethical behaviour actual or suspectedfraud or violation of our Code of Conduct and Ethics. The mechanism also provides foradequate safeguards against victimization of directors and employees who avail of themechanism and also provide for direct access to the Chairman of the Audit Committee in theexceptional cases. The details of the Vigil mechanism Policy is explained in the report ofCorporate Governance and also posted on the website of the Company. We affirm that duringthe financial year 2018-2019 no employee or director was denied access to the AuditCommittee http://unistarmulti.com/images/Policies/PDF/whistle%20blower%20policy.pdf

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI (Listing andObligation Disclosure Requirements) Regulations 2015 and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on criteria forappointment of Directors Key Managerial Personnel Senior Management and theirremuneration. The salient features of the Remuneration Policy are stated in the Report onCorporate Governance which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

Your Company is committed to provide a safe healthy and congenial atmosphereirrespective of cast creed or social class of the employee. Your Company affirms thatduring the financial year under review there were no complaints reported under the SexualHarassment of Woman at workplace (Prevention Prohibition and Redressal) Act 2013. Thefollowing is the disclosure:

Particulars No. of Complaints
a. Number of complaints filed during the financial year Nil
b. Number of complaints disposed of during the financial year Nil
c. Number of complaints pending as on end of the financial year Nil

RISKS AND AREAS OF CONCERN:

Your Company has laid down a well-defined Risk Management Policy to identify the riskanalyse and to undertake risk mitigation actions. The Board of Directors regularlyundertakes the detailed exercise for identification and steps to control them through awell-defined procedure.

STATUTORY AUDITORS:

At the 24th Annual General Meeting of the Company held on 30th September 2015 M/s.Dhruvaprakash & Co. Chartered Accountants Mumbai (having FRN: 117674W) wereappointed as Statutory Auditors of the Company to hold office upto the conclusion of29thAnnual General Meeting.

Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 27th AGM.

The Auditor's Report for the year ended 31st March 2019 does not contain anyqualification reservation or adverse remark. Pursuant to provisions of Section 143(12) ofthe Companies Act 2013 the Statutory Auditors have not reported any incident of fraud tothe Audit Committee during the year under review. The Auditor's Report is enclosed withFinancial Statements in this Annual Report.

INTERNAL AUDITOR:

The Company has appointed M/s. Kriplani Milani & Co Chartered Accountants (FRN.:130461W) as its Internal Auditor. The Internal Auditor has given his reports on quarterlybasis to the Audit Committee.

Based on the report of internal audit management undertakes corrective action in therespective areas and strengthens the levels of Internal Financial and other operationalcontrols.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has appointed M/s. VKM& Associates Practicing Company Secretaries to conduct Secretarial Audit of theCompany. The Report of the Secretarial Audit in Form MR-3 for the financial year endedMarch 31 2019 is enclosed as Annexure- V to this Report. Necessary explanations toeach of the observations made in the Secretarial Audit Report are as given below:

SECRETARIAL AUDITOR'S REMARKS:

1. Mr. Deepak Doshi (DIN: 00677220) was not resigned immediately as adisqualified director but resigned in September 2018 after attending meetings.

2. Company during the year under review has not appointed Whole-Time CompanySecretary (‘CS') and Whole-Time Chief Financial Officer (‘CFO') under employmentof the company as required under section 203 of the Companies Act 2013.

Management Comment:

With respect to the Remark(s)/Observations or disclaimer made by the SecretarialAuditors in their Report we hereby state that:

1. Company was unaware of the fact that Mr. Deepak Doshi (00677220) was disqualified asDirector and as soon as we became aware we took his resignation.

2. Company was in process of appointing Chief Financial Officer(CFO) and CompanySecretary and the same have being appointed with effect from 01st June 2019 and 04thJune 2019 respectively.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has one Associate Company details of which are enclosed as Annexure- VI.

PARTICULARS OF CONSERVATION OF ENERGY TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo for the year under review are asfollows:

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy - The Operations of the Companydo not consume energy intensively. However the Company continues to implement prudentpractices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessity arises.

c. The capital investment on energy conservation equipment – Nil

B. TECHNOLOGY ABSORPTION: a. The efforts made towards technology absorption - TheCompany continues to take prudential measures in respect of technology absorptionadaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement cost reduction product developmentor import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars Year ended 31st March 2019 Year ended 31st March 2018
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

CHANGES IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business carried on by the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which the financialstatements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for thecontinued support and co-operation received by the Company from the shareholderscompany's clients suppliers bankers and employees and look forward for their continuedsupport in the future as well.

For Unistar Multimedia Ltd
Sd/- Sd/-
Suresh Bafna Darshika Shah
Date: 03rd September 2019 Chairman Managing Director
Place: Mumbai DIN: 01569163 DIN: 07143261