Your directors have pleasure in presenting their 24th annual report on the business andoperations of the company together with the audited statement of accounts for the yearended 31st March 2017.
During the year under review financial performance of your company was as under:
| ||31st March 2017 ||31st March 2016 |
| ||(Rs. In lakh) ||(Rs. In lakh) |
|Turnover & other income || || |
|Profit /(loss) before interest and depreciation ||(62.12) ||(58.76) |
|Less: interest ||580.61 ||580.61 |
|Profit /(loss) before depreciation ||(642.73) ||(639.37) |
|Less: depreciation || || |
|Profit /(loss) before tax ||(642.73) ||(639.37) |
|Less: provision for taxation || || |
|Profit /(loss) after tax for the year ||(642.73) ||(639.37) |
|Add: balance brought forward from the previous year ||(10983.92) ||(10344.55) |
|Profit /(loss) carried to balance sheet ||(11626.65) ||(10983.92) |
State of company's affairs and future outlook
There was no business activity in real terms during the year under review. So there wasno income during the year. But company is reconsidering about other activities suitablefor the company.
Changes in share capital
During the financial year 2016-17 there have been no changes in the share capital ofthe company.
Disclosure regarding issue of equity shares with differential rights
The company has not issued any equity shares with differential rights during thefinancial year. Disclosure regarding issue of employee stock options
The company has not issued any employee stock options during the financial year.
Disclosure regarding issue of sweat equity shares
The company has not issued any sweat equity shares during the financial year.
Material changes affecting the financialpos ition of the company
No material changes affecting the financial position of the company occurred betweenthe end of the financial year to which this financial statements relate on the date ofthis report.
In view of huge accumulated losses the directors regret their inability to recommendany dividend for the financial year 2016-17.
Your company has not accepted any deposit within the meaning of deposits covered underchapter v of the companies act 2013.
Directors responsibility statement
Pursuant to section 134(5) of the companies act 2013 the board of directors to thebest of their knowledge and ability confirm that: i. In the preparation of the annualaccounts the applicable accounting standards have been followed and there are no materialdepartures; ii. They 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; iii. They have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe act for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities; iv. They have prepared the annual accounts on a going concernbasis; v. They have laid down internal financial controls to be followed by the companyand such internal financial controls are adequate and operating effectively; vi. They havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
Details of directors and key managerialpe rsonnel:
Mr. S. K. Rathi (din : 01386151) retires by rotation at the ensuing annual generalmeeting and being eligible offers himself for re-appointment.
During the year ms. Parinita goenka was appointed as company secretary of the companyw.e.f. 02.01.2017. Later on she resigned as company secretary w.e.f. 08.02.2017.
Declaration from independent director
Pursuant to section 149(7) of the companies act 2013 independent directors of thecompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in section 149(6) of the act.
Particulars of loan guarantees and investments under section 186
Details of loans guarantees and investments covered under the provisions of section186 of the companies act 2013 forms part of the financial statements.
Particulars of contracts or arrangements with related parties
None of the transactions with related party falls under the scope of section 188 (1) ofthe act the details pertaining to transactions are included in the corporate governancereport which forms part of this report.
Amounts transferred to reserves
In view of huge accumulated losses and current year's losses your directors wereunable to transfer any amount to the general reserve account.
Energy conservation technology absorption foreign exchange earning and outgo
In accordance with the provisions of section 134(3)(m) of companies act 2013 and thecompanies (disclosure of particulars in the report of board of directors) rules 1988 therequired information relating to the "conservation of energy technologyabsorption" do not apply to the company.
Risk management policy
In terms of section 134 (3) (n) of the act the board of directors has adopted acomprehensive risk management policy which includes identification of element of risk itsmitigation and other related factor. The board periodically reviews the same. In view ofparagraph 4.1 of sebi circular cir/cfd/policy cell/2/2014 dated 17th april 2014 no riskmanagement committee has been constituted since it is not covered by the requirements ofthe above-mentioned paragraph.
Corporate social responsibilities
The provisions of section 135 of the act in connection with corporate socialresponsibility are not applicable to the company since the company falls below thethreshold limits.
Consolidated financialst atements of subsidiary company
In accordance with section 129 (3) of the companies act 2013 the company has preparedconsolidated financial statements of the company and its subsidiary which is followingpart of the annual report. Summarized details of the subsidiary is provided in form aoc 1as annexure i.
As per the provisions of section 136 of the companies act 2013 separate auditedfinancial statements of its subsidiary will be provided to the shareholders on request.
Pursuant to the provisions of the companies act 2013 and sebi (listing obligations anddisclosure requirement) regulations 2015 the board of directors has carried out anannual evaluation of its own performance board committees and individual directorspursuant to the provisions of the act. The performance of the board was evaluated by theboard after seeking inputs from all the directors on the basis of the criteria such as theboard composition and structure effectiveness of board processes information andfunctioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee ("nrc") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and elected chairman of the each meetingwas evaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed.
the nomination and remuneration committee as specified u/s 178 of the companies act2013 was formed with a view to reviewing and making recommendations on annual salariesperformance commissions perquisite and other employment conditions of executives andofficials.the committee's also takes into consideration remuneration practices followed byleading companies as well as information provided by reputed consultants while determiningthe overall remuneration package.
during the year under review the nomination and remuneration committee met one timedetails of the meeting have been given in corporate governance report which forms part ofthis report.
the following are the members of the committee at present:
|N ame ||D esignation * ||Executive/non-executive/independent |
|Mrs. Pranati majumder ||Member ||Non- executive & independent |
|Mr. Shyam kumar rathi ||Member ||Non- executive & non-independent |
|Mr. Mukesh mandwal ||Member ||Non- executive & independent |
* members present at the meeting elect one of themselves as chairman of the meeting.
Ratio of remuneration of each director to the median remuneration of the employees:
The information as required under section 197 of the companies act 2013 read with rule5 of the companies (appointment and remuneration of managerial personnel) rules 2014 isavailable. In terms of section 136 (1) read with its relevant provisions of the companiesact 2013 the annual report excluding the aforesaid information is being sent to themembers of the company and others entitled thereto. The said information shall be keptopen for inspection at the registered office of the company on every working day of thecompany between 10 a.m. To 12 noon up to the date of the forthcoming 25th annual generalmeeting.
Corporate governance report
A report on corporate government together with a certificate from the under schedule vof sebi (listing obligations and disclosure requirements) regulations 2015 is annexedhereto and forms a part of this report.
Management discussion analysis report
The management discussion and analysis report for the year under review as stipulatedunder sebi (listing obligations & disclosure requirements) regulations 2015 with thestock exchanges in india is presented in a separate section which forms part of theannual report.
Number of board meetings
During the financial year 2016-17 the board of directors of the company met 5 (five)times details of the meetings has been given in the corporate governance report whichforms part of this report.
The details pertaining to composition of audit committee are included in the corporategovernance report which forms part of this report.
Stakeholders relationship committee
The details pertaining to composition of stakeholders relationship committee areincluded in the corporate governance report which forms part of this report.
Details of significant & material orders passed by the regulators or courts ortribunal
No significant & material orders passed by the regulators or courts or tribunal.
Statement in respect of adequacy of internal financial control with reference to thefinancial statements
The company has adequate internal control procedures commensurate with the size scaleand complexity of its operations which are well supplemented by surveillance of internalauditors.
Receipt of any commission by md / wtd from a company or for receipt of commission /
Remuneration from it holding or subsidiary
No receipt of any commission by md / wtd from a company has been made.
The observations made by auditors in their auditor's report with reference to notes tofinancial statements are self explanatory and need no comments forms part of this report.
The company's auditors m/s. R b s c & co. (formerly s. S. Kothari & co.) (firmregistration number 302034e) have already completed more than ten years as statutoryauditors of the company.
In accordance with provisions of section 139 of the companies act 2013 and thecompanies (audit and auditors) rules 2014 regarding mandatory rotation of auditorrequirement it is proposed to appoint m/s. Khandelwal ray & co. (firm registrationnumber 302035e) as statutory auditors for a period of 5 continuous years i.e. from theconclusion of 24th annual general meeting till the conclusion of 29th annual generalmeeting of the company to be held in the financial year 2022 - 2023.
M/s. Khandelwal ray & co. have informed the company that their appointment if madewould be within the limits prescribed under section 141 of the companies act 2013.
M/s. Khandelwal ray & co. have also furnished a declaration confirming theirindependence as well as their arm's length relationship with the company and declared thatthey have not taken up any prohibited non-audit assignments for the company.
Appointment of internal auditor
The company has appointed m/s. R. K. Chandak & co. chartered accountants as aninternal auditor of the Company for the financialyear 2017-18.
In terms of section 204 of the companies act 2013 the board of directors at theirmeeting held on 30th may 2017 have appointed m/s. K. K. Sanganeria & associatespracticing company secretaries as secretarial auditor for conducting secretarial auditof the company for the financial year 2017-18. Report of the secretarial auditor for thefinancial year ended 31.03.2017 is given as an annexure ii which forms part of thisreport.
The company has complied with all the compliances of bse & cse. Due to non-paymentof listing fees to bse the trading of the securities are suspended. In respect of thestatus of the company being shown as "suspended" by the calcutta stock exchangeltd. the company has taken up the matter with the calcutta stock exchange ltd. As thecompany is in compliance with the listing agreement. As regards appointment of keymanagerial personnel the company is on the lookout for suitable candidates and thecompliance of the requirement shall be met shortly. The company has disputed the repaymentof due. The loss and damages caused to the borrower by the lender is much more than theamount lent. Hence figures of the borrowed amount shown in the balance sheet after dueadjustments with the said loss and damages may result in no debt due rather the borroweris entitled to recover substantial amount from the lender. Under these facts andcircumstances the figures of borrowed amount in this balance sheet cannot be consideredas admission if any of the claim of lender(s).
Extract of annual return
The extract of annual return in format mgt -9 for the financial year 2016-17 has beenenclosed with this report as "annexure iii".
Disclosure on establishment of a vigil mechanism
In pursuant to the provision of section 177(9) & (10) of the companies act 2013the company has formulated a whistle blower policy to establish a vigil mechanism fordirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. Thewhistle blower policy is available on the website of the company i.e.Www.uniworthinternational.com
Health safety and environment protection
The company has complied with all the applicable environmental law and labour laws. Thecompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.
Policy on prevention of sexual harassment
The company is committed to provide a safe and conducive work environment to itsemployee and has formulated "policy for prevention of sexual harassment".
During the financial year ended 31st March 2017 the company has not received anycomplaints pertaining toSexual harassment.
Indust rial relations
Industrial relations continued to remain cordial throughout the year. Your directorswish to place on record their appreciation for dedicated and sincere services rendered bythe executives staff and workmen at all levels.
Fraud reporting :
There was no fraud reported by the auditors of the company under section 143(12) of thecompanies act 2013 to the audit committee or the board of directors during the yearunder review.
Particulars of employees
During the period under review no employee of the company drew remuneration in excessof the limits specified under the provisions of section 197(12) of the companies act readwith rules 5(2) and 5(3) of the companies (appointment and remuneration of managerialpersonnel) rules 2014 and hence no disclosure is required to be made in the annualreport.
Your directors acknowledge with gratitude the co-operation and assistance received fromall concerned and particularly the shareholders of the company for continuing to bear withthe adversities of the company.
| || ||On behalf of the board |
|Place : kolkata ||Kamal sharma ||S. K. Rathi |
|Date : 25th august 2017 ||Executive director ||Director |
| ||Din : 02946513 ||Din : 01386151 |
ANNEXURE - I TO THE DIRECTORS REPORT
FORM AOC 1
(pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofcompanies (accounts) rules 2014)
Statement Containing Salient Features Of The Financialst Atements Of Subsidiaries &Associates Subsidiary
(Rs. in lakh except percentage of shareholding)
|Sl. No. ||Particulars ||Details |
|1. ||Name of the subsidiary ||Uniworth biotech limited |
|2. ||The date since when subsidiary was acquired ||08.01.2003 |
|3. ||Reporting period for the subsidiary concerned if different from The holding company's reporting period ||N.a |
|4. ||Reporting currency and exchange rate as on the last date of The relevant financial year in the case of foreign subsidiaries ||N.a. |
|5. ||Share capital ||5.00 |
|6. ||Reserves & surplus ||(10.34) |
|7. ||Total assets ||747.51 |
|8. ||Total liabilities ||747.51 |
|9. ||Investments ||1.20 |
|10. ||Turnover ||3.00 |
|11. ||Profit before taxation ||2.20 |
|12. ||Provision for taxation ||0.42 |
|13. ||Profit after taxation ||1.78 |
|14. ||Proposed dividend ||- |
|15. ||Extent of shareholding (in percentage) ||98.60 |
| ||On behalf of the board |
|Place : kolkata ||Kamal sharma ||S. K. Rathi |
|Date : 25th august 2017 ||Executive director ||Director |
| ||Din : 02946513 ||Din : 01386151 |