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To
The Members of
UNISON METALS LIMITED
The directors of your company have pleasure in presenting the Twenty
Fifth Annual Report alongwith the Audited Statement of accounts for the
year ended on 31st March,2015
FINANCIAL HIGHLIGHTS:
The financial results of your Company's working are as under:
(in lacs) (in lacs)
31/03/2015 31/03/2014
Total Revenue 4997.75 3537.38
Profit before Tax and exceptional items 65.38 77.55
Add: Exceptional item (24.18) (18.51)
Less : Earlier year income tax (1.47) (0.60)
Profit before Tax 41.20 59.04
Less: Provision for taxation 13.95 22.50
Less: Deferred tax 7.70 1.14
Profit after Income Tax 21.02 36.00
Add: Surplus from Previous years 258.41 222.41
Profit available for appropriation 279.43 258.41
Balance as per Balance Sheet 279.43 258.41
The net profit before exceptional items and taxes is Rs. 65.38 lacs (
Previous Year Rs.77.55 lacs). The exceptional Item comprises of
diminution in value of investment Rs.24.18 lacs (previous year Rs. 18.51
lacs). So the net profit after taxed resulted into the profit for the
year at Rs.21.02 lacs (Previous Year Rs.36.00 lacs).
Trading activity has been started during the year mainly through the
business process of e- commerce but due to slackness during the year
the trading activity has not grown as expected but we expect better in
the future year , as the number of e-commerce business vendors would be
increased with the increasing growth of such e-commerce business.
The company is initiating series of innovation and improvement of
product quality, to sustain the competition and to further the
prospects of the company.
ENVIRONMENT FRIENDLINESS
The company has a stable Effluent Treatment system and is a "Zero
Discharge" company thereby taking a path breaking step towards being an
Environment friendly company, committed towards cleaner environment.
DEPOSITS
The company has not accepted any deposit from public within the meaning
of section 73 to 76 of the Companies Act, 2013 and the rules framed
there under
DIRECTORS & KMP
The director Shri Tirth Mehta is liable to retire by rotation and being
eligible, offers himself for reappointment. Your directors recommend
his reappointment as director of the company.
The company has in last AGM appointed Shri Prakash Rajyaguru as
independent director for a term of one year until the conclusion of the
ensuing AGM. The board recommend his appointment as independent
director for a term of 3 year. Shri Prakash Rajyaguru meet the criteria
of independence as laid down u/s 149 of the Companies Act, 2013 and
clause 49 of the listing agreements.
The company has in last AGM appointed Shri M.K.Harsh as independent
director for a term of one year until the conclusion of the ensuing
AGM. The board recommend his appointment as independent director for a
term of 1 year. Shri M.K.Harsh meet the criteria of independence as
laid down u/s 149 of the Companies Act, 2013 and clause 49 of the
listing agreements.
Smt. Anubha Kabra was appointed as additional director of the company
in the category of non executive non promoter director w.e.f
23/03/2015. She being eligible offers herself for reappointment. Your
directors recommend her reappointment as director of the company.
Details of the directors appointment / reappointment are given in the
notice of AGM. Further details of director including remuneration ,
remuneration policy, criteria for qualification & independence,
performance evaluation of board, committee and directors, Board and
committee meeting and other details are given in corporate governance
report which is integrated part of this Board report.
DIVIDEND
Company do not declare dividend during the year and decides to plough
back the funds in the development of the company.
AUDITORS & AUDITORS REPORT
M/s Kishan M Mehta & Co, the auditors of the company were appointed as
statutory auditors in last AGM for a term of 3 year pursuant to the
provision of the Companies Act, 2013. There appointment is to be
ratified in ensuing general meeting for which necessary resolution is
proposed.
The observation made in auditors report on company's financial
statements and consolidated financial statements are self explanatory.
The auditors report does not contain any qualification or adverse
remark.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of the knowledge and belief , your directors make following
statements in terms of section 134(3)(c) of the Companies Act, 2013.
1. In the preparation of the annual accounts for the year ended on 31st
March, 2015, the applicable accounting standards have been followed
along with proper explanation wherever required and there is no
material departures from the same.
2. The Directors had 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 aforesaid period.
3. 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.
4. The directors have prepared the annual accounts on a going concern
basis and
5. The directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
6. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
SUBSIDIARY COMAPANY
A wholly owned subsidiary named TITU International Co Ltd was
incorporated during the F.Y 2013-14. There being no activity started,
in the month of September, 2014 the process of dissolution of the said
subsidiary commenced under Vietnamese Laws and therefore consolidated
financial statements include unaudited management accounts of the said
subsidiary.
SECRETRIAL AUDIT
Pursuant to the provisions of section 204 of Companies Act, 2013, Bipin
K Makwana practicing company secretary, were appointed to undertake the
secretarial audit for the year ended on 31/03/2015. The secretarial
audit report in annex hereto. The said report dose not contain any
qualification or adverse remarks, except that appointment of internal
auditor was made late during F.Y. 2014-15. The same was late because
suitable choice took time considering the small size and impact of cost
on the Company.
CORPORATE GOVERNANCE:
As per Clause 49 of the listing agreement with Stock Exchange, a
separate section on corporate Governance and Management discussion and
analysis is set out in the Annexure forming part of this report.
Your Company has been practicing the principles of good corporate
governance over the years. The Board of directors support the broad
principles of corporate governance. In addition to the basic governance
issues, the board lays strong emphasis on transparency, accountability
and integrity.
RELATED PARTY TRANSACTION ;
Related party transaction entered in to during the financial year were
on a Arm Length basis in the ordinary course of business. There are no
material related party transactions made by the company with key
managerial person which may have potential conflict with the interest
of the company at large, Related party transactions are provided in
notes to financial statements and for particulars of contract
arrangement with related party refer to in section 188 of the Act in
Form AOC -2 annexed to this report. Related party transaction is
placed before the audit committee and also before the board wherever
necessary in compliance with the provisions of the Act and listing
agreements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY :
The Company has adopted a whistle Blower Policy through which the
Company encourages employees to bring to the attention of Senior
Management, any unethical behavior and improper practices and wrongful
conduct taking place in the Company. The brief details of such vigil
mechanism forms part of the Corporate Governance Report and is
available on.
EXTRACT OF ANNUAL RETURN
Extract of Annual return in MGT-9 is annexed to this report as
annexure.
LOANS GURANTEE AND INVESTMENT :
Details of loans and investment by company under the provisions of
section 186 of Companies Act, 2013 are provided in Note No. 11, 12 and
17 to standalone financial statements. Company has not provided any
guarantee.
INTERNAL FINANCIAL CONTROL SYSTEM;
As per the provisions of the Companies Act. the director have the
responsibility for ensuring that the company has proper internal
financial control system to provide with resources assurance regarding
adequacies and operative effectiveness of control to enable the
director to meet there responsibility. Company has in place sound
system to ensure for safe guarding of the assets, detection of fraud
and error reliable financial information and accuracy of accounting
records etc. The accounts are subject to internal audit and internal
check and control is also reviewed from time to time and significant
observation and action thereon presented to audit committee.
RISK MANAGEMENT
The company has in place a mechanism to indentify, assess monitor and
mitigate different risk of business. The major relevant risk include
increase in price of input materials market risk oversight in
estimation and other's major areas in risk management includes internal
audit, process of estimation contract management and timely decision
making process. The company has risk management committee to ascertain
and minimize the risk.
PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The particulars as prescribed under section 134(3)(m) of the companies
Act, 2013 read with the Companies Rules 2014 are annexed hereto and
form part of this report.
PARTICULARS OF EMPLOYEES
As required under section 197 of the Companies Act,2013 and Companies
(Appointment and recommendation of managerial personnel) Rules , there
is no employee who was in receipt of remuneration of not less than
Rs.60,00,000/- during the year ended 31st March,2015 or not less than
Rs.5,00,000/- per month during any part of the said year.
APPRECIATION
The directors place on record their appreciation for co-operation and
support extended by the bankers, financial institutions, customers and
suppliers of the company. The directors also wish to place on record
their sincere appreciation of the devoted and efficient services
rendered by the workers, staff and executives of the company.
For and on behalf of the Board
Place : Ahmedabad (TIRTH U. MEHTA)
st Date : 1 June, 2015 Managing Director
(Mahesh V. Changrani)
Executive Director |