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Uniworth International Ltd.

BSE: 514282 Sector: Others
NSE: UNIWORTINT ISIN Code: INE760D01015
BSE 05:30 | 01 Jan Uniworth International Ltd
NSE 05:30 | 01 Jan Uniworth International Ltd

Uniworth International Ltd. (UNIWORTINT) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 27th Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2020.

FINANCIAL HIGHLIGHTS:

During the year under review performance of your Company as under:

31st March 2020 31st March 2019
(Rs. In Lakh) (Rs. In Lakh)
Turnover & other Income - -
Profit /(Loss) before Interest and Depreciation (11.13) (7.81)
Less: Interest (152.99) (152.99)
Profit /(Loss) before Depreciation (164.12) (160.80)
Less: Depreciation - -
Profit /(Loss) before Tax (164.12) (160.80)
Less: Provision for Taxation - -
Profit /(Loss) after Tax for the year (164.12) (160.80)
Add: Balance Brought Forward from the Previous year (12410.84) (12250.04)
Profit /(Loss) carried to Balance Sheet (12574.96) (12410.84)

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 2019-20 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 FINANCIAL POSITION 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.

DIVIDEND:

In view of huge accumulated losses the Directors regret their inability to recommendany dividend for the Financial Year 2019-20.

DEPOSITS:

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 annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

COVID-19

Covid-19 which has caused significant disruptions to business across India. Themanagement has considered the possible effects if any that may impact the carryingamounts of receivables and Intangibles (including Goodwill). In making the assumptions andestimates relating to the uncertainties as at the Balance Sheet date in relation torecoverable amounts the management has considered subsequent events internal andexternal information and evaluated economic conditions prevailing at the date of approvalof these financial results. The management expects no impairment to the carrying amountsof these assets. The Management will continue to closely monitor any changes to futureeconomic condition and assess its impact on the operations

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Harish KanthMandre (DIN : 08396568) is liable to retire by rotation and being eligible offershimself for re-appointment and the same is proposed for approval at the ensuing AGM.

The Board of Directors of the Company at its meeting held on 28.07.2019 and on therecommendation of the Nomination and Remuneration Committee co-opted Mrs. Rajani Singh(DIN: 08801995) as an Additional Director (Non-Executive Non-Independent Director) of theCompany w.e.f. 28.07.2020 subject to the approval of members at the ensuing Annual GeneralMeeting in accordance with the provisions of Sections 149 152 161 read with applicableprovisions if any of the Companies Act 2013 and Rules framed thereunder.

The Board on the recommendation from Nomination and Remuneration Committee proposesto recommends for the approval of the Members through Ordinary Resolution to appoint Mrs.Rajani Singh as Director of the Company.

Appropriate Resolution seeking your approval for their appointment is appearing in theNotice convening the Annual General Meeting.

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.i

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 Companies Act 2013 in connection with CorporateSocial Responsibility are not applicable to the Company since the Company falls below thethreshold limits.

CONSOLIDATED FINANCIAL STATEMENTS 0F 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. A summarized detail 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.

BOARD EVALUATION:

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 CompaniesAct 2013 was formed with a view to reviewing and making recommendations on annualsalaries performance commissions perquisite and other employment conditions ofExecutives and Officials. The Committee's also takes into consideration remunerationpractices followed by leading Companies as well as information provided by reputedconsultants while determining the overall remuneration package.

• During the year under review the Nomination and Remuneration Committee met onceon 13.08.2019 details of the meeting have been given in Corporate Governance Reportwhich forms part of this report.

• The following are the members of the Committee at present:

Name Designation Executive/Non-Executive/Independent
Mr. Rajveersingh B Jadon Chairman Non- Executive & Independent
Mr. Bahadur Ram Mallah* Member Non- Executive & Non-Independent
Mr. Vivek Chaudhary* Member Non- Executive & Independent

*Mr. Bahadur Ram Mallah and Mr. Vivek Chaudhary were appointed as Directors andco-opted as members of committee w.e.f 13.08.2019

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 27th Annual GeneralMeeting.

POLICY FOR REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

The Company recognizes the fact that there is a need to align the business objectivewith the specific and measurable individual objectives and targets.

The remuneration policy of the company can be accessed to its website athttp://uniworthinternational.com/other- policies/

CORPORATE GOVERNANCE REPORT:

A Report on Corporate Government together with a Certificate from the Auditors oncompliance thereof required under Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed hereto 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 2019-20 the Board of Directors of the company met 7 (Seven)times details of the meetings has been given in the Corporate Governance Report whichforms part of this report.

AUDIT COMMITTEE:

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 ITS HOLDING OR SUBSIDIARY:

No receipt of any commission by MD/WTD from a Company has been made.

AUDITORS' REPORT:

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.

STATUTORY AUDITORS:

M/s. Khandelwal Ray & Co. (Firm Registration Number 302035E) were appointed asStatutory Auditors for a period of 5 continuous years i.e. from the conclusion of 24thAnnual General Meeting till the conclusion of 29th Annual General Meeting of the Companyto be held in the financial year 2022 - 2023.

APPOINTMENT OF INTERNAL AUDITORS:

The Company has appointed M/s. P K. Bothra & Co. Chartered Accountants as anInternal Auditors of the Company for the financial year 2020-21.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Companies Act 2013 the Board of Directors at theirmeeting held on 28th July 2020 have appointed M/s. K. K. Sanganeria & AssociatesPracticing Company Secretaries as Secretarial Auditor for conducting Secretarial Auditof the Company for the Financial Year 2020-21. Report of the Secretarial Auditors for theFinancial Year ended 31.03.2020 is given as an Annexure II which forms part of thisreport.

BOARDS VIEW:

The Company has disputed the claim of due of the other lenders. The loss and damagescaused to the borrower by the lender is much more than the amount lent. Hence figures ofthe borrowed amount shown in the balance sheet after due adjustments with the said lossand damages may result in No Debt Due rather the borrower is entitled to recoversubstantial amount from the lender. Under these facts and circumstances the figures ofborrowed amount in this balance sheet cannot be considered as admission if any of theclaim of lender(s).

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in format MGT -9 for the Financial Year 2019-20 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 2020 the Company has not received anycomplaints pertaining to Sexual Harassment.

INDUSTRIAL 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.

FIXED DEPOSITS:

The Company did not accept/renew any fixed deposits from public and no fixed depositswere outstanding or remained unclaimed as on March 312020.

ACKNOWLEDGEMENT:

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
Kamal Sharma Harish K. Mandre
Place : Kolkata Executive Director Director
Date :01.09.2020 DIN : 02946513 DIN : 08396568