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Unistar Multimedia Ltd.

BSE: 532035 Sector: Media
NSE: N.A. ISIN Code: INE808C01014
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VOLUME 45
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OPEN 2.75
CLOSE 2.62
VOLUME 45
52-Week high 8.55
52-Week low 2.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Unistar Multimedia Ltd. (UNISTARMULTIM) - Director Report

Company director report

For the Financial Year Ended on 31st March 2017

Dear Shareholders

Your Directors have great pleasure in presenting the 26th Annual Report together withthe Audited Balance Sheet as at 31st March 2017 and Profit & Loss Account for theyear ended on that date.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company's performance during the year ended 31st March 2017 as compared to theprevious financial year is summarized below:

(Amount in Rs.)
Particular For the financial year ended 31st March 2017 For the financial year ended 31st March 2016
Total revenue 6666 106113
Less: Total Expenses 598592 636924
Profit/ (Loss) before tax (591926) (530811)
Less: Provision for tax/Deferred Tax 1432 2120
Income Tax of earlier years w/off - -
Exception Income - -
Exception expenditure - -
Profit after Tax (593358) (532931)
No. of Equity Shares 10000700 10000700
EPS (0.06) (0.05)

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 6666/-(previousyear Rs. 106113). During the year the Company has net loss of Rs. 593358/- as comparedto net loss of Rs. 532931/- in previous year.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the Financial Year 2016-17and Company Share Capital as on 31.03.2017 stood at Rs. 100007000/-.

DIVIDEND:

Inview of loss incurred during the year your Directors do not recommend divident forthis year.

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.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 the SecretarialAudit Report received from M/s. VKM & Associates Practicing Company SecretariesMumbai is provided in Annexure 1 and forms part of this Annual report. Necessaryexplanations to each of the observations made in the Secretarial Audit Report are as givenbelow: a) Company during the year under review has not appointed Whole Time-CompanySecretary ("CS") and Whole Time-Chief Financial Officer ("CFO") underemployment of the company as required under section 203 of the Companies Act 2013: Board'sResponse: Company is in process of appointing Company Secretary and has givenadvertisements for same but is not able to find suitable candidate. As soon as companyfinds the same Company undertakes to appoint the same and the Board is aware of compliancerequirement for appointment of Chief Financial Officer and will be complied.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure -2.

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 Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment. YourBoard recommends their appointment / re-appointment of the above Directors.

During the year under review no changes had taken place in the Board of Directors ofthe Company.

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://www.unistarmultimedia.com/ code%20of%20cond.pdf

Additional Information on directors recommended for appointment/re-appointment asrequired under Regulation 26 (3) of the SEBI (Listing and Obligation DisclosureRequirements) Regulations 2015 at ensuing Annual General Meeting are given in theNotice convening 26th Annual General Meeting.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and businessstrategies. The notice of Board meeting is given well in advance to all the Directors ofthe Company. Usually meetings of the Board are held in the registered office of theCompany. The agenda of the Board / Committee meetings is circulated 7 days prior to thedate of the meeting.

The Board met 6 (Six) times during the year the details of which are given in theReport on Corporate Governance. The intervening gap between the two consecutive meetingswas within the period prescribed under the Companies Act 2013 and the Listing Agreement.

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 andrelationships ii. Information flows iii. Decision-making iv. Relationship withstakeholders v. Company performance and strategy vi. Tracking Board and committee'seffectiveness vii. Peer evaluation Pursuant to the provisions of the Companies Act 2013 aformal annual evaluation needs to be made by the Board of its own performance and that ofits committees and individual directors. Schedule IV of the Companies Act 2013 statesthat the performance evaluation of the independent directors shall be done by the entireBoard of Directors excluding the director being evaluated. The Board works with thenomination and remuneration committee to 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.

DECLARARTION BY INDEPENDENT DIRECTORS:

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

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.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations2015. The composition of the Audit Committee is given in Report on Corporate Governancewhich is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instanceof fraud and mismanagement if any. The Company had established a mechanism for directorsand employees to report concerns about unethical behaviour actual or suspected fraud orviolation of our Code of Conduct and Ethics. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairman of the Audit Committee in the exceptionalcases. The details of the Vigil mechanism Policy is explained in the report of CorporateGovernance and also posted on the website of the Company. We affirm that during thefinancial year 2016-2017 no employee or director was denied access to the AuditCommittee.

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.

RISKS AND AREAS OF CONCERN:

The 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.

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 profit 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.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans guarantee or investment under Section 186 of the Companies Act2013 is appended to this Report as Annexure - 3 and it also forms part of Notes tothe Financial Statements provided in this Annual Report.

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.

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.

STATUTORY AUDITORS:

At the 24th Annual General Meeting of the Company held on 30th September 2015M/s.Dhruvaprakash & Co Chartered Accountants Mumbai (having FRN: 117674W) wereappointed as Statutory Auditors of the Company to hold office upto the conclusion of 28thAnnual General Meeting. In terms of Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting of the Company. Accordingly the appointment of M/s. Dhruvaprakash & CoChartered Accountants Mumbai (having FRN: 117674W) as Statutory Auditors of the Companyis placed for ratification by the shareholders and to fix remuneration for the financialyear ending 31st March 2018.

The Auditor's Report for the year ended 31st March 2017 does not contain anyqualification reservation or adverse remark. The Auditor's Report is enclosed withFinancial Statements in this Annual Report.

INTERNAL AUDITOR:

The Company has re-appointed M/s. S. D. Mota and Associates Chartered AccountantsDombivali 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.

INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. TheAudit Committee evaluates the efficacy and adequacy of financial control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and strives to maintain the Standard in Internal FinancialControl.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2017-18 to the said Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

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.

The following have been made a part of the Annual Report:

• Management Discussion and Analysis

• Report on Corporate Governance

• Certificate regarding compliance of conditions of Corporate Governance

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

The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentduring the year under review.

The policy can be accessed on the website of the Company at the link -http://www.unistarmultimedia.com/ sexual%20harrasment%20policy.pdf

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 ratio ofremuneration of each Director to the median employee's remuneration are appended to thisreport as Annexure 5.

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.

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 Company do not consume energy intensively.

However the Company continues to implement prudent practices for saving electricityand other energy resources in day-to-day activities. b. Steps taken by the Company forutilizing alternate sources of energy - Though the activities undertaken by the Companyare not energy intensive the Company shall explore alternative sources of energy as andwhen the necessity arises. c. The capital investment on energy conservation equipment -Nil

B. TECHNOLOGY ABSORPTION

a. The efforts made towards technology absorption - The Company continues to takeprudential measures in respect of technology absorption adaptation and take innovativesteps 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 2017 Year ended 31st March 2016
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

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.

By Order of the Board

For Unistar Multimedia Ltd

Suresh Bafna

Chairman DIN: 01569163

Date: 30/08/2017

Place: Mumbai

ANNEXURE 4 STATEMENT ON MANNER OF EVALUATION OF BOARD OF DIRECTORS COMMITTEE ANDINDIVIDUAL DIRECTORS:

1. Board of Director's Evaluation

The Board of Directors of Unistar Multimedia Limited comprises of the following:

Mr. Suresh Bafna Chairman & Director
Mrs. Darshika S. Shah Managing Director
Mr. Devendra Sanghvi Independent Director
Mr. Sumeetkumar Haran Independent Director
Mr. Deepak. M. Doshi Independent Director

The Board of Directors met 6 (Six) times during the year. The Board Members areaccountable and responsible for the Company affairs and management decision making. Theyconstantly improve themselves by participating in training leading valuing time andimplementing skills.

2. Committee Evaluation N Audit Committee:

Committee Comprises of the following Directors–

Mr. Deepak M. Doshi Chairman & Independent Director
Mr. Sumeeth Haran Member & Independent Director
Mr. Suresh Bafna Member & Executive Director

During the year under review 5 (Five) Committee Meeting were held and all the membersattended the meeting. The Audit Committee Members timely ensures the appointing retainingand terminating the Independent Directors and Key Managerial Person.

N Nomination & Remuneration Committee:

Committee Comprises of the following Directors –

Mr. Deepak M. Doshi Chairman & Independent Director
Mr. Sumeeth Haran Member & Independent Director
Mr. Devendra Sanghavi Member & Independent Director

During the year under review 5 (Five) Committee Meeting were held and all the membersattended the meeting. The Nomination and Remuneration Committee Members ensures theremuneration and its limits to the Board of Directors & Key Managerial Personnel fromtime to time.

N Stakeholders Relationship (Investor Grievance) Committee:

Committee Comprises of the following Directors –

Mrs. Darshika Shah Chairman & Managing Director
Mr. Suresh Bafna Member & Executive Director
Mr. Deepak Doshi Member & Independent Director

During the year under review 5 (Five) Committee Meeting were held and all the membersattended the meeting. The Stakeholders Relationship (Investor Grievance) Committee attendsto shareholders queries and solves them ensures financial statements are provided andtakes responsibility of shares transfer etc.

3. Independent Director's

The separate meeting of the Independent Directors of the Company was held on 14th February2017. The Members evaluate the performance of Non- Independent Directors the Board as awhole and the Chairperson of the Company.

Assesses the quality quantity and timeliness of the flow of information between theCompany's management and the Board.

ANNEXURE 5 Details of the ratio of remuneration of each Director to the medianemployee's remuneration

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year :-

Sr. No. Name of the Director Ratio of remuneration to the median remuneration of the employees
1 Mr. Suresh Babulal Bafna N.A.
2 Mrs. Darshika S. Shah N.A.
3 Mr. Devendra Sanghvi N.A.
4 Mr. Sumeetkumar Haran N.A.
5 Mr. Deepak. M. Doshi N.A.

(ii) The percentage increase in remuneration of each director CFO CEO CompanySecretary or Manager if any in the financial year

Sr. no. Name of the Directors KMP % Increase over last F.Y.
1 Suresh Babulal Bafna N.A.

* The percentage increase cannot be determined as they are appointed during the year.

(iii) The percentage increase in the median remuneration of employees in the financial year NIL
(iv) The number of permanent employees on the rolls of the Company NIL
(v) The explanation on the relationship between average increase in remuneration and company performance N.A.
(vi) Comparison of the remuneration of the KMP against the performance of the Company. N.A.

(vii) Variation in the market capitalization of the company price earnings ratio as atthe close date of the current financial year and previous financial year and thepercentage increase or decrease in the market quotations of the shares of the Company incomparison to the rate at which the company came out with the last public offer in case oflisted companies and in case of unlisted companies the variations in the net worth ofthe Company as at the close of the current financial year and previous financial year.

Sr. no. Particulars As on 31st March 2017 As on 31st March 2016 Variation %
1. Market Capitalization (Amount in Rs.) 35002450 18201274 92.30
2. Price Earnings Ratio (58.99) (36.00) (63.86)

 

(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration The average increase in the remuneration of other employees is 0%
(ix) The key parameters for any variable component of remuneration availed by the directors NA

The ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year:

Highest paid Director Employees other than directors receiving remuneration in excess of the highest paid Director Ratio of remuneration
Name of Director Remuneration received Name of Employee Remuneration received
- - - - -

We hereby confirm that the remuneration is as per the remuneration policy recommendedby Nomination and Remuneration Committee of the Company and adopted by the Company.

STATEMENT PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

Name of employee
Designation of employee
Remuneration received
Nature of employment whether contractual or otherwise
Qualifications and experience of the employee NOT APPLICABLE
Date of commencement of employment
Age of such employee
Last employment held by such employee before joining the Company % of equity shares held by the employee in the Company
Whether any such employee is a relative of any Director or Manager of the Company and if so name of such Director or Manager

ANNEXURE 3 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details for loans & investments:

Name of the party Nature & Purpose of transactions Amount at the beginning of the year Transactions during the year Balance at the end of the year
Federal Bank Details for guarantees Fixed Deposits given: 73724 6666(Interest) 80390

 

Name of the party Purpose for giving corporate guarantee Amount of guarantee

 

NIL NIL NIL