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Unno Industries Ltd.

BSE: 519273 Sector: Financials
NSE: N.A. ISIN Code: INE142N01023
BSE 00:00 | 04 Mar Unno Industries Ltd
NSE 05:30 | 01 Jan Unno Industries Ltd
OPEN 3.20
VOLUME 75065
52-Week high 3.20
52-Week low 0.00
Mkt Cap.(Rs cr) 136
Buy Price 3.20
Buy Qty 350004.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.20
CLOSE 3.20
VOLUME 75065
52-Week high 3.20
52-Week low 0.00
Mkt Cap.(Rs cr) 136
Buy Price 3.20
Buy Qty 350004.00
Sell Price 0.00
Sell Qty 0.00

Unno Industries Ltd. (UNNOINDUSTRIES) - Director Report

Company director report

For The Financial Year 2016-17

Dear Members

Your Directors have pleasure in presenting their 25th Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31st 2017.

1. Financial Performance of the Company

(Amount in Lacs)

Particulars Year Ended 31.03.2017 Year Ended 31.03.2016
Income 164.65 216.45
Profit Before Taxation 5.11 9.26
Provision for Taxation 0.00 1.00
Profit / Loss for the year 5.11 8.26
Provision for Deferred Tax 0.00 0.00
Profit / Loss for the year 5.11 8.26
Earnings Per Share 0.10 0.15

2. Dividend

Your Directors have not recommended any dividend in view of the optimum profit in thepresent financial year in order to maintain a healthy capital adequacy ratio to supportlong term growth of your company.

3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund.

The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.

4. Reserve

Your Directors have not proposed to transfer any amount to the Reserve Fund as thecompany is having Nominal Profit.

5. Share Transfer system and Registers & Share Transfer Agents

During the year under review the Company has connectivity with both Depositoriesnamely NSDL and CDSL (ISIN No: INE142N01023).The Company has appointed M/s PurvaSharegistry (India) Pvt. Ltd Unit No. 9 Shiv Shakti Industrial Estate J.R. Boricha MargOpp Kasturba Hospital Lane Lower Parel (E) Mumbai - 400011 as Registrar and ShareTransfer Agent to facilitate shares transfer job to its members. Members are requested tosend their requests for share transfer split issue of duplicate shares etc to RTA orsecretarial department of the Company at its registered office.

6. Listing on Stock Exchange

The Company's Equity Shares are listed at The Madhya Pradesh Stock Exchange (MPSE) andBombay Stock Exchange.

7. Brief description of the Company's working during the year/State of Company'saffair.

The Company being an Investment and Finance Company presently invests to acquire selltransfer subscribe for hold and otherwise deal in and invest in any shares bondsstocks issued or guaranteed by any Company and also provide financial assistance by way ofprivate financing to the identified groups.

The business of the Company largely depends on the consumers spending power.

8. Change in the nature of business if any

The company has not changed its nature of business during the current financial year.

9. Post Balance Sheet Events

No material changes have been occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.

10. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

11. Deposits

The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.

12. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder the term of office of M/s. Sanjay N. Shah Chartered Accountants as theStatutory Auditors of the Company shall expire from the conclusion of the ensuing AnnualGeneral Meeting of the Company. The Board of Directors places on record its appreciationfor the services rendered by M/s. Sanjay N. Shah Chartered Accountants during theirtenure as the Statutory Auditors of the Company.

Based on the recommendation of the Audit Committee the Board of Directors of theCompany has again recommended the appointment of M/s. Sanjay N. Shah CharteredAccountants (FRN: 124897W) as the Statutory Auditors of the Company subject to theapproval of the Members of the Company in the Company's ensuing Annual General Meeting.M/s. Sanjay N. Shah shall hold office for a term of five years from the conclusion of the25th Annual General Meeting until the conclusion of the 30th AnnualGeneral Meeting of the Company to be held in the year 2022 subject to ratification oftheir appointment by the members if required at every intervening Annual General Meetingheld after this Annual General Meeting. The proposal of their appointment is included inthe Notice of the ensuing Annual General Meeting for approval of the Members of theCompany. M/s. Sanjay N. Shah has furnished written consent and a confirmation to theeffect that they are not disqualified to be appointed as the Statutory Auditor of theCompany in terms of the provisions of Section 139 of the Companies Act 2013 and Rulesframed thereunder.

13. Auditors' Report

The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport shall be given.

14. Share Capital

Issue of equity shares with differential rights

Your company has not issued any of its securities with differential rights during theyear under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.

15. Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read withRule 12 of the Companies (Rules) 2014 is furnished in Annexure A (MGT - 9) and isattached to this Report.

16. Conservation of energy Technology absorption and Foreign exchange earnings andOutgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.

17. Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crores or more or a net profit of rupees five crore ormore during any financial year the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable.

18. Directors:

A) Changes in Directors and Key Managerial Personnel: Pursuant to the Resolution of theBoard of Directors passed at its meeting

Prafulchandra Gordhandas Zaveri Managing Director
Priteshkumar Naranbhai Solanki Independent Director
Hetal Priteshkumar Solanki Independent Director

B) Declaration by Independent Director(s) and re-appointment

All Independent Directors of the Company have confirmed that they fulfilled all theconditions of the Independent Directorship as laid down in sub-section (6) of Section 149of the Companies Act 2013 and the rules made there under and the same have been noted bythe Board.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013 a meeting of theIndependent Directors of the company was held to review and evaluate the performance ofthe NonIndependent Directors and the chairman of the company taking into account the viewsof the Executive Directors and Non- Executive Directors assessing the quality quantityand timeliness of flow of information between the company management and the Board andalso to review the overall performance of the Board. The meeting of the company was heldon 14/02/2017 wherein the performance of the Board as a whole was evaluated.

19. Number of meetings of the Board of Directors

Four Meetings of the Board of Directors were held during the financial year 2016-17.These were held on the following dates:

i) 30/05/2016 ii) 13/08/2016 iii) 14/11/2016 iii) 14/02/2017.

20. Particulars of Loans Guarantee or Investment

There are no Loans guarantee or Investment as per Section 186 of the Companies Act2013

21. Audit Committee and its Composition

The Audit Committee of the Company reviews the report to be submitted with the Board ofDirectors with respect to auditing and accounting matters. It also overviews the Company'sinternal control and financial reporting process.

Composition of the Audit committee is in accordance with the requirements of section177 of the Companies Act 2013 which is stated below:

Name Designation
Priteshkumar Naranbhai Solanki Chairman & Independent Director
Prafulchandra Gordhandas Zaveri Member Independent Director
Hetal Priteshkumar Solanki Member Independent Director

22. Order of Court

The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or company's operations orfinancial conditions.

23. Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.

24. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act 2013 readwith rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 the Companyhas established a Vigil mechanism (Whistle Blower Policy) for Directors and Employees ofthe Company to report their genuine concerns or grievances. The policy was approved by theBoard of Directors of the Company at its meeting held on 11/08/2015 and the AuditCommittee was empowered by the

Board of Directors to monitor the same and to report to the Board about the complaintsin an unbiased manner.

25. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with therequirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation
Priteshkumar Naranbhai Solanki Chairman & Independent Director
Prafulchandra Gordhandas Zaveri Member Independent Director
Hetal Priteshkumar Solanki Member Independent Director

26. Stakeholder's Grievances Committee

The composition of the Investor grievance and Stakeholders Committee under Section 178of the Companies Act' 2013 is hereunder:

Name Designation
Hetal Priteshkumar Solanki Chairman & Independent Director
Prafulchandra Gordhandas Zaveri Member Independent Director
Priteshkumar Naranbhai Solanki Member Independent Director

27. Particulars Of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm's length basis during the financial year 2016-17.

28. Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.

29. Secretarial Audit Report

CS Sweety Sharma Practising Company Secretary [C.P. No. 13098] is appointed as theSecretarial Auditor of the company. There is no qualification reservation or adverseremark or disclaimer made by the company secretary in the secretarial audit report.

The Secretarial Audit Report is attach in this report as Form MR- 3

30. Corporate Governance Certificate & Management Discussion and Analysis Report

The Corporate Governance certificate from the auditors regarding compliance ofconditions of corporate governance as stipulated in pursuant applicable provisions of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and theManagement Discussion and Analysis Report has been annexed with the report.

31. Risk management policy

The company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.


The company had no subsidiary joint venture and associate company during the yearunder review.

33. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirmthat—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen 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 and 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

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

34. Acknowledgements

Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review.

For and on behalf of the Board of Directors Sd/-

Prafulchandra Gordhandas Zaveri Managing Director DIN: 07073660


Priteshkumar Naranbhai Solanki


DIN: 07073650

Place: Mumbai Date: 30th May 2017