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Unitech International Ltd.

BSE: 531867 Sector: Others
NSE: N.A. ISIN Code: INE929K01011
BSE 00:00 | 28 Jan 8.51 -0.37
(-4.17%)
OPEN

9.28

HIGH

9.28

LOW

8.51

NSE 05:30 | 01 Jan Unitech International Ltd
OPEN 9.28
PREVIOUS CLOSE 8.88
VOLUME 11109
52-Week high 12.49
52-Week low 3.00
P/E 3.62
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.28
CLOSE 8.88
VOLUME 11109
52-Week high 12.49
52-Week low 3.00
P/E 3.62
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Unitech International Ltd. (UNITECHINTERNAT) - Director Report

Company director report

To

The Members

The Directors of the Company take pleasure in presenting their 26th AnnualReport together with the annual audited financial statements for the financial year endedMarch 31 2021.

FINANCIAL RESULTS:

The summary of the Company's financial performance for the financial year 2020-2021 ascompared to the previous financial year 2019-2020 is given below: (Rs in Lacs)

Particulars For the Year Ended March 31 2021 For the Year Ended March 31 2020
Revenue from operations 2578.35 10497.12
Other Income 22.25 30.33
Total Income 2600.60 10527.45
Expenditure (excluding depreciation) 2481.96 1029850440
Depreciation 183.53 206.08
Total Expenditure 2665.49 10504.59
Profit / (Loss) before Tax 64.89 22.86
Tax 0 20.00
Deferred Tax 37.95 18.94
Profit / (Loss) after tax 26.94 16.08
Earnings per share (Basic) 0.27 0.16
Earnings per share (Diluted) 0.27 0.16

HIGHLIGHTS ON COMPANY PERFORMANCE:

During the year Company has earned income of Rs. 2600.600 (in Lacs)/- for the year2020-2021 including other income as compared to Rs. 10527.45 (in Lacs)/- in the previousyear. The Net Profit after tax was Rs. 26.94/- (in Lacs) for the year 2020-2021 againstthe Net Profit of Rs 16.08/- in the previous year.

DIVIDEND:

During the year under review owing to the fund requirements for business expansionplans and to conserve the resources your Directors do not recommend any dividend.

SHARE CAPITAL:

There are no changes in the Share Capital of the Company during the financial year.

TRASNFER TO RESERVES:

The Company has transferred Rs. (3144944)/- to reserves and surplus during theFinancial Year 2020-2021.

DEPOSITS:

Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The particulars of loans guarantees and investments have been disclosed in theFinancial Statement.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between 31st March 2021 and the date of this report otherthan those disclosed in this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunalwhich would impact the going concern status of your Company and its future operations.

DETAILS OF REMUNERATION TO DIRECTORS:

Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 has been appended as ANNEXURE– I

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as ANNEXURE – II andalso provided on the website of the Company www.unitechinternationalltd.com

AUDITORS:

1. Statutory Auditors

M/s. S R Dhariwal & Co. Chartered Accountants (Firm Registration No. 312054E)Statutory Auditors of the Company is reappointed for the F Y 2021-2022.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. SARK & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2021-22.

The Report of the Secretarial Auditor is annexed herewith as ANNEXURE III and forms anintegral part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as ANNEXURE IV.

BOARD OF DIRECTORS:

The Board of Directors of the Company is duly constituted as per the provisions of theCompanies Act 2013 & applicable provisions rules & regulations of SEBI (LODR)Regulations 2015 during the year 2020-21.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations 2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the businesses and functions are systematically addressed through mitigatingaction on continuing basis. The Internal Financial Control System has been routinelytested and certified by Statutory Auditors. Significant Audit observations and follow upactions thereon are reported to the Audit Committee.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act forms part ofCorporate Governance Report . Gist of this policy is given in ANNEXURE – V to thisreport. The detailed policy is available on the Company's websitewww.unitechinternationalltd.com

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 read with rules issuedthereunder Regulation 17(10) of the Listing Regulations and guidance note issued by SEBIthe Independent Directors of the Board carried out the annual evaluation of theperformance of the Board as a whole the Directors individually as well as of variousCommittees of the Board. The performance evaluation of the Independent Directors wascarried out by the Nomination and Remuneration Committee and noted in turn by the Board.

BOARD COMMITTEES:

Your Company has following Committees of Board viz 1. Audit Committee 2.Stakeholders' Relationship Committee 3. Nomination and Remuneration Committee Details ofits compositions are as follows:

Sr. No. Name of the Committee Members of the Committee as on 31.03.2021
1. Audit Committee Mr. Dipak Kothari - Chairman
Mr. Thomas Joseph– Member
Mrs. Grace Mathoor – Member
Mr. Joseph Mathoor– Member
2. Nomination and Remuneration Committee Mr. Dipak Kothari – Chairman
Mr. Thomas Joseph– Member
Mrs. Grace Mathoor – Member
Mr. Joseph Mathoor– Member
3. Stakeholders' Relationship Committee Mr. Dipak Kothari - Chairman
Mr. Thomas Joseph– Member
Mrs. Grace Mathoor – Member
Mr. Joseph Mathoor– Member

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors' Responsibility Statement your Directors hereby confirmthat: ? in the preparation of the annual accounts the applicable accounting standardshave been followed; ? appropriate accounting policies have been selected and appliedconsistently and estimates and judgments made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period; ? proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of Act havebeen taken for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; ? the annual accounts have been prepared on a goingconcern basis; and ? proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has a well-defined risk management framework in place. The details of therisks faced by the Company and the mitigation thereof are discussed in detail in theManagement Discussion and Analysis report that forms part of the Annual Report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under regulation 34 of the SEBI (LODR) Regulations 2015 formspart of the Annual Report. The certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is annexed to the CorporateGovernance Report.

BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on the Company's policiesand strategy apart from other Board matters.

During the financial year 2020-21 7 (Seven) board meetings were held on 07.05.202031.07.2021 29.08.2020 15.09.2021 14.11.2020 09.12.2020 and 13.02.2021 The gap betweenthe two board meetings did not exceed 120 days.

The 25th Annual General Meeting of the Shareholders was held on 31stDecember 2020. No ExtraOrdinary General Meeting of the Company was held during the year.

COMMITTEE MEETINGS:

During the financial year 2020-21 committee meetings held during the year are asmentioned below:

1. Audit Committee meetings were held on 29.08.2020 15.09.2020 14.11.2020 and13.02.2021

2. Stakeholders' Relationship Committee meetings were held on 29.08.2020 15.09.202014.11.2020 and 13.02.2021

3. Nomination and Remuneration Committee meetings were held on 29.08.2020 15.09.202014.11.2020 and 13.02.2021

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details relating to nature of activities which are being carried on by the Companythe particulars as prescribed under Section 134(3)(m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are as follows:

Power & fuel Consumption

Sr. No. Particulars 2019-2020 2020-2021
1 Electricity units KWH( In Rs) 110086 83939
2 Value in Rs. 1048458 637521

Consumption per unit of production

Sr. No. Particulars 2019-2020 2020-21
1 Cost per unit (Rs.) 10 8
2 Consumption per ton of Production 914 195
(Rs.)

RESEARCH & DEVELOPMENT:

During the year the board of Director has not conducted any Research & Developmentactivity.

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:

Efforts are being made towards Technology adaption and innovation. The Company atpresent does not have any formal technical collaboration.

FOREIGN EXCHANGE EARNINGS AND OUTGO: (Rs. In lacs)

Sr. No. Particulars 2019-2020 2020-2021
1 Foreign Exchange Earnings 125769237 92867471
2 Foreign Exchange outgoings 62937011 81042202

LISTING OF SHARES OF THE COMPANY:

The Equity Shares of your Company continue to remain listed on Bombay Stock ExchangeLtd. The Company has paid the listing fees as payable to the BSE Ltd. for the financialyear 2020-21 on time.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehaviour of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report. During the financial year2020-2021 no cases under this mechanism were reported in the Company and any of itssubsidiaries/ associates.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the workplace (Prevention Prohibition and Redressal)Act 2013. Complaint Redressal Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The policy is available on the Company's websitewww.unitechinternationalltd.com.

Constitution of POSH Committee:

 

 

 

Sr. no Post of Committee Member Employee Name Designation Mobile no. Email ID
1 Presiding officer Grace Mathoor Woman Director 9819417140 unitech.international1@gmail.com
2 Member Yashashree Ukidave Company Secretary 9820211913 yshreeparanjape@gmail.com
3 Member Komal Desai* Woman employee 9930623224 complianceunitech@gmail.com
4 External Member Mital Mulik Consultant 8080319020 mitalwadhel@gmail.com

 

*Reconstitued w.e.f. 13.02.2021

The following is summary of sexual harassment complaints received and disposed offduring the calendar year:

No. of Complaints received Nil
No. of Complaints disposed off Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Further a separate Management Discussion and Analysis Report covering a wide range ofissues relating to Industry Trends Company Performance SWOT analysis Corporate ProcessBusiness Outlook among others is annexed to this Report.

ACKNOWLEDGEMENTS:

The Directors express their sincere gratitude to the BSE Limited Ministry of FinanceMinistry of Corporate Affairs Registrar of Companies National Securities DepositoryLimited other government and regulatory authorities financial institutions and thebankers of the company for their ongoing support. The Directors also place on record theirsincere appreciation for the continued support extended by the Company's stakeholders andtrust reposed by them in the Company. The Directors sincerely appreciate the commitmentdisplayed by the employees of the Company resulting in satisfactory performance during theyear.

On behalf of the Board of Directors
Sd/- Sd/-
Rohaan Bhathena Joseph Mathoor
Director Director and Chief Financial Officer
DIN: 08332428 DIN: 02087812
Date: 30.06.2021
Place: Mumbai

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