DIRECTOR S' REPORT Dear Shareholders, Your Directors have pleasure in presenting the 23rd Annual Report on business and operations of your Company along with the audited financial statements for the year ended 31 March 2015. 2. FINANCIAL PERSPECTIVE OF THE YEAR Revenue from operation for the year ended March31, 2015 was Rs.1,409,949/- as compared to the revenue for the previous year was Rs.226,935/-. Profit before tax for the year was Rs 20,768.57 as compared to the loss incurred in the previous year of Rs 173,359.60. Profit after tax for the year is Rs. 20,768.57. EPS for the year is Rs.0.0041 per share as compared to (Rs.0.0346) per share in the previous year. 3. DIVIDENDS & APPROPRIATIONS: In order to strengthen the business of the Company, your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board does not propose and declare any dividend for the year under review. 4. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs. 5.01 crores. During the year under review the company has not issued any shares or any convertible instruments. 5. RESERVE The profit of Rs. 20,768.57/- earned during the year has been transferred to the Reserves. 6. NATURE OF BUSINESS There is no change in nature of business of the Company during the financial year 2014-15. 7. CORPORATE SOCIAL RESPONSIBILITY The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 8. HUMAN RESOURCES The well disciplined workforce which has served the company for the very foundation of the company's major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance. The company has always recognized talent and has judiciously followed the principle of rewarding performance. 9. BUSINESS RISK MANAGEMENT Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. 10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. 11. VIGIL MECHANISM / WHISTLE BLOWER POLICY In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted vigil mechanism policy. This policy is posted on the website of company. 12. DIRECTORS AND KEY MANAGERIAL PERSONNEL Pursuant to the provisions of Companies Act, 2013 and the Articles of Association of the Company, Shri. Jitendra Singh (DIN: 02573148) was appointed as an Additional Director w.e.f. 10th December, 2014, and Shri Jatinder Kumar Nangia (DIN: 06767274) was appointed as an Independent Director w.e.f 21st October, 2013. They shall hold office up to the date of the ensuing Annual General Meeting. Mr. Ranjan Kapoor has resigned as a Director of the Company w.e.f. 18th May, 2015 due to some unavoidable circumstance. The Board places on record its appreciation for the valuable guidance and services rendered during his tenure. Smt Madhu Goyal (DIN: 00100825), retires at the AGM and has offered herself for re-appointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Necessary resolutions for the re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposal for re-appointment are mentioned in the Explanatory Statement to the Notice. Mr. Naman Gupta, Company Secretary has resigned w.e.f. March 9, 2015. The Directors place on record their appreciation for the contribution made by him during his tenure. The Board in its meeting held on June 8, 2015 has appointed Ms. Preeti Sharma as the Company Secretary and Compliance Officer of the Company. 12.1 Board Evaluation Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report. 12.2 Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 12.3 Committees of Board, Number of Meetings of the Board and Board Committees The Board of Directors met ten times during the previous financial year. As on March 31, 2015, the Board has four committees, namely, Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Risk Management Committee A detailed update on the Board, its composition, detailed charter including terms and reference of various Board committees, number of Board and Committee meetings held during FY 2014-15 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report. 12.4 Policy relating to Directors a) The person to be chosen as a Director shall be of high integrity with relevant expertise and experience so as to have a diverse Board having expertise in the fields of Information Technology, sales /marketing, finance, taxation, law, governance and general management. b) In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independent nature of the Directors vis-avis the Company so as to enable the Board to discharge its function and duties effectively. c) The Nomination & Remuneration Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director: (i) Qualification, expertise and experience of the Directors in their respective fields; (ii) Personal, Professional or business standing; and (iii) Diversity of the Board. d) In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level. 13. DIRECTORS RESPONSIBILITY STATEMENT : Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period; c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls in the company that are adequate and were operating effectively. f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively 14. RELATED PARTY TRANSACTIONS There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013 and in terms of clause 49 of the listing agreement. 15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. 16. AUDITORS 16.1 STATUTORY AUDITORS M/s Sunil Kumar Gupta & Co (Firm Registration No.003645N), Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 29.09.2014 for a period of five years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. 16.2 SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed of Ms Anita Aswal, Practicing Company Secretary (Membership No. 37019), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'. 16.3 INTERNAL AUDITORS M/S Anil Meenu & Company, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. 17. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS There are no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company. 18. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY No significant material changes and commitments have occurred between the date of balance sheet and date of the audit report. 19. PREVENTION OF INSIDER TRADING Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Unimode Overseas Limited at the time when there is unpublished price sensitive information. No other material changes and commitments affecting the financial position of the Company has occurred between April 1, 2015 and the date of signing of this Report 20. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. 21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO During the period under review there was no energy conservation, technology absorption and foreign exchange earnings and outgo. 22. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 2". 23. AUDIT COMMITTEE RECOMMENDATIONS During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report. 24. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: No remuneration or sitting fees has been paid to any director during the year. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: a) Employed throughout the year- Nil b) Employed for part of the year- Nil The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company. 25. FIXED DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. 27.SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE There is no Subsidiary company or Joint Venture or Associate Companies of the Company. 28. REGISTERED OFFICE During the year the company has been shifted its registered office from from 16-A-17, First Floor, Ajmal Khan Road, W.E.A., Karol Bagh, New Delhi-110005 to 304A/10178, IIIrd Floor, Ravinder Plaza, Abdul Aziz Road, Karol Bagh, New Delhi-110005 w.e.f 18th May, 2015. 29. LISTING OF SHARES The Securities of the Company are listed on Bombay Stock Exchange Madras Stock Exchange, Jaipur stock Exchange and Delhi Stock Exchange. The Listing fee for the Financial Year 2015-2016 has been paid to the Bombay Stock Exchanges. 30. ACKNOWLEDGEMENTS Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders -Clients, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its growth. For & On Behalf Of The Board Of Directors M/S Unimode Overseas Limited Registered Office: 304A/10178, IIIrd Floor, Ravinder Plaza, Abdul Aziz Road, Karol Bagh, New Delhi-110005 CIN: L51909DL1992PLC048444 Sd/- Jitendra Singh Director Din: 02573148 Sd/- Rakesh Jain Director Din: 00224659 Place: New Delhi Date: 10.08.2015 |