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Directors Report of Unimode Overseas Ltd.

Mar 31, 2014

Dear Shareholders,

We are pleased to present the 22nd Annual Report of Unimode Overseas Limited together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31st March 2014. The Financial Highlights for the year under review are given below:

Financial Results

2013-14 (In Rs.) 2012-13 (In Rs.) (In Lacs) (In Lacs)

Total Income 2.27 2.65

Profit / (Loss) before Interest and (173) (2.29) Tax Interest 0 0

Profit / (Loss) before Tax (1.73) (2.29)

Profit / (Loss) before Tax (1.73) (2.29)

Provision for Taxation 0 0

Profit / (Loss) after Tax (1.73) (2.29)

Dividend

In view of the brought forward and current year losses, your Directors have been unable to recommend any dividend. Business Operations Overview & Future Outlook

The Company is planning to raise funds and start trading and manufacturing activities at a larger scale. The management will emphasize on leveraging its Trade Mark ''UNIMODE'' in the market and will create long term assets for all stakeholders of the Company.

Performance

During the year under review, the Company was unable to resume its trading activities due to some financial problems and the Company was unable to attain the desired level of T urnover

The Loss before tax was Rs. 172,359.60 and No profit was carried to the Balance Sheet. The loss is due to reason that company is unable to resume its trading activities. The performance of the Company is expected to get improved in the coming years..

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 2013 and the Articles of Association of the Company, Smt. Madhu Goyal, Director of the Company is retiring by rotation and being eligible, offers herself for re-appointment as non-executive Directors.

During the period, Shri Jatinder Kumar Nangia and Shri Ranjan Kapoor were appointed as Independent Additional Director of the Company w.e.f 21/10/2013 and 11/07/2014 respectively. However, Mr. Sanjay Dhawan resigned from the post of Director of the Company w.e.f. 21/10/2013.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i. that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently 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 year under review;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2014 on a ''going concern'' basis.

Particulars of Energy, Technology and Foreign exchange

A- Energy conservation - NIL

B- Technology absorption - NIL

C- Foreign Exchange earnings and out go - NIL

Personnel and Particulars of Employees

During the year, the Company did not have any employee.

Auditors

M/s K.L. Datta & Company, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, have expressed their unwillingness to continue as Statutory Auditors. M/s Sunil Kumar Gupta & Co., Chartered Accountants are proposed to be appointed as Statutory Auditors of the Company in place of retiring auditor and Company has received a certificate from them that if appointment if made would be within prescribed limits under Section 139 of the Companies Act, 2013.

Auditors'' Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act'' 1956.

Audit Committee recommendations

The Audit Committee of the Company has been constituted with Shri Rakesh Jain and Smt. Madhu Goyal as Members and Sh. Jatinder Kumar Nangia as Chairman of the Committee.

Corporate Governance Report

The Company has started compliance of Clause 49 of Listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance along with Certificate, confirming level of Compliance is annexed and forms part of the Directors'' Report.

Appreciation

Your Directors greatly appreciate the efforts of all the creditors and Investors for the support.

For and on Behalf of the Board

Date: 28th August, 2014 Jatinder Kumar Nangia Ranjan Kapoor Unimode Overseas Limited Director Director CIN No.L51909DL1992PLC048444 DIN No.06767274 DIN No. 00479483 Regd. Office: 16-A-17, First Floor, Ajmal Khan Road, W.E.A., New Delhi-110005


Mar 31, 2013

Dear Shareholders,

The are pleased to present the Twenty First Annual Report of Unimode Overseas Limited together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31s1 March 2013. The Financial Highlights for the year under review are given

Financial Results 2012-13 2011-12 (Rs.) (Rs.)

Total Income 264,833.00 7,017,507

Profit I (Loss) before Interest and Tax (228,712.49) (92,534.00)

Interest 0 0

Profit/Loss before Tax (228,712.49) (92,534.00)

Provision for Taxation 0 0

Profit /(Loss) after Tax (228,712.49) (92,534.00)

Performance

During the year under review, the Company has earned Gross Income of Rs. 264,833.00, which is substantially lower in comparison to previous year.

The company has incurred a loss of Rs. 228,712.49/- in comparison to the loss of Rs. 92,534.00/- in previous year. The company could not revive its business due to weak economic conditions and lack of adequate capital to run the business. The Board is taking various steps to raise funds for the company and it is expected that the performance of the company will improve in the coming years.

Dividend

In view of the brought forward losses, your Directors are unable to recommend any dividend.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review. Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Smt. Madhu Goyal, Director of the Company is retiring by rotation and being eligible, offers herself for re-appointment and Mr. Narendra Kumar Goyal Independent Director of the Company resigned from board.

Business Operations Overview & Future Outlook

The Company is planning to raise funds and start trading and manufacturing activities in the larger scale. The management will emphasize on leveraging its Trade Mark ''UNIMODE'' in the market and will create long term assets for all stakeholders of the Company. The Company''s performance is expected to show an improvement.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently 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 year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31sMarch, 2013 on a ''going concern'' baSte.

Particulars of Energy, Technology and Foreign exchange

A. Energy conservation - NIL

B. Technology absorption - NIL

C. Foreign Exchange earnings and out go: - NIL , Personnel and Particulars of Employees

During the year, the Company did not have any employee drawing a salary of Rs. 5 Lakh per month or more. t

Auditors

M/s S. C. Garg & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for appointment as statutory auditors. The Company has received a certificate from them that their appointment if made would be within prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Auditors'' Report

The Auditors Report is self explanatory and therefore do not call for any further explanation uI s 217(3) of the Companies Act'' 1956.

Audit Committee Recommendations

The Audit Committee of the Company comprises of Smt Madhu Goyal, Shri Sanjay Dhawan as Members and Shri Rakesh Jain as Chairman of the Committee. The Audit Committee recommended the approval of accounts.

Corporate Governance Report

The Company is complying Clause 49 of Listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance along with Certificate from K.L Datta & Co.,

Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors'' Report.

Acknowledgements

Your Directors are grateful to the Shareholders for their support and co-operation extended to the Company for many years.

For and on Behalf of the Board

Rakesh Jain Madhu Goyal

Director Director

Place: New Delhi

Date : 16th August, 2013


Mar 31, 2011

We are pleased to present the Nineteenth Annual Report of Unimode Overseas Limited together with Audited Financial Statements and Auditor's Report for the Financial Year ended as on 31sl March 2011. The Financial Highlights for the year under review are given below:

Financial Results

2010-11 2009-10 (Rs) (Rs)

Total Income 70,89,691 10,40,121

Total Income 77,15,525 68,34,691

Profit / (Loss) before Interest and Tax, 7,69,025 4,66,131

Interest 0 0

Profit / (Loss) before Tax 7,69,025 4,66,131

Profit/Loss before Tax 7,69,025 4,66,131

Provision for Taxation 152620 78,530

Profit /(Loss) after Tax 616135 3,87,601

Performance

During the year under review, the Company have started trading activities and achieved a turnover of Rs. 77,15,525.

The profit before tax was Rs. 7,69,025/- and Net Loss after adjustment of accumulated loss was Rs. 48140521.39. The performance of the Company is expected to be better in the coming years.

Dividend

In view of the brought forward losses, your Directors have been unable to recommend any dividend. Business Operations Overview & Future Outlook

The Company is planning to raise funds and start trading and manufacturing activities in the larger scale. The management will emphasize on leveraging its Trade Mark 'UNIMODE' in the market and will create long term assets for all stakeholders of the Company,

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Smt. Madhu Goyal and Shri Rakesh Jain, Directors of the Company are retiring by rotation and being eligible, offers themselves for re-appointment as non-executive Directors.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently 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 year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2011 on a 'going concern' basis.

Particulars of Energy, Technology and Foreign exchange

A. Energy conservation - NIL

B. Technology absorption - NIL

C. Foreign Exchange earnings and out go: - NIL

Personnel and Particulars of Employees

During the year, the Company did not have any employee drawing a salary of Rs. 5 Lakh per month or more.

Auditors

M/s K. L. Datta & Company, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re- appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(1B) of the Companies Act, 1956.

Auditors' Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act' 1956.

Audit Committee Recommendations

The Audit Committee of the Company has been constituted with Shri Narinder Kumar Goyal, Shri Sanjay Dhawan as Members and Shri Rakesh Jain as Chairman of the Committee.

Corporate Governance Report

The Company has started compliance of Clause 49 of Listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance alongwith Certificate from K.L Datta & Co., Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors' Report.

Appreciation

Your Directors greatly appreciate the efforts of all stakeholders for the support.

For and on Behalf of the Board

Rakesh Jain Madhu Goyal

Director Director


Mar 31, 2010

We are pleased to present the Eighteenth Annual Report of Unimode Overseas Limited together with Audited Financial Statements and Auditors Report for the Financial Year ended as on 31st March 2010. The Financial Highlights for the year under review are given below:

Financial Results 2009-10 2008-09

Total Income 70,89,691 10,40,121

Profit / (Loss) before Interest and Tax, 4,66,131 8,38,556

Interest 0 0

Profit / (Loss) before Tax 4,66,131 8,38,556

Profit/Loss before Tax 4,66,131 8,38,556

Provision for Taxation 78,530 95,910

Profit/(Loss) after Tax 3,87,601 7,42,646

Performance

During the year under review, the Company have started trading activities and achieved a turnover of Rs. 68,34,691.

The profit before tax was Rs. 4,66,131/- and Net profit carried to the Balance Sheet is Rs. 3,87,601. The performance of the Company is expected to be better in the coming years.

Dividend

In view of the brought forward losses, your Directors have been unable to recommend any dividend.

Business Operations Overview & Future Outlook

The Company is planning to raise funds and start trading and manufacturing activities in the larger scale. The management will emphasize on leveraging its Trade Mark UNIMODE in the market and will create long term assets for all stakeholders of the Company.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Shri Sandeep Gupta and Shri Narinder Kumar Goyal, Directors of the Company are retiring by rotation and being eligible, offers themselves for re-appointment as non-executive Directors.

During the period, Shri Sanjay Dhawan was appointed Additional Director of the Company. Mrs. Madhu Goyal, Director of the Company joined the promoter group and she is not an Independent Director of the Company.

During the year, Shri Indra Mohan Gupta and Shri Ashish Gupta, Directors of the Company have resigned. The Board places on record its gratitude for the services rendered by them during the tenure of their Directorship of the Company.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently 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 year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2010 on a going concern basis.

Particulars of Energy, Technology and Foreign Exchange

A. Energy conservation - NIL

B. Technology absorption - NIL

C. Foreign Exchange earnings and out go: NIL

Personnel and Particulars of Employees

During the year, the Company did not have any employee.

Auditors

M/s K. L. Datta & Company, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re- appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Auditors Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act 1956.

Audit Committee Recommendations

The Audit Committee of the Company has been constituted with Shri Narinder Kumar Goyal, Shri Sanjay Dhawan as Members and Shri Rakesh Jain as Chairman of the Committee.

Corporate Governance Report

The Company has started compliance of Clause 49 of Listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance alongwith Certificate, confirming level of Compliance is annexed and forms part of the Directors Report.

Appreciation

Your Directors greatly appreciate the efforts of Liquidator and Investors for the support.

For and on Behalf of the Board

Rakesh Jain Narinder Kumar Goyal

Director Director


Mar 31, 2009

We are pleased to present the 17th Annual Report of Unimode Overseas Limited together with Audited Financial Statements and Auditors Report tor the Financial Year ended as on 31st March 2009. The Financial Highlights for the year under review are given below:

Financial Results 2008-09 2007-08 (Rs) (Rs.)

Total Income 10,40,121 -

Profit / (Loss) before Interest and Tax, 8,38,556 (11,08,029)

Interest - -

Profit/Loss before Tax 8,38,556 (11,08,029)

Provision for Taxation 95,910 -

Profit /(Loss) after Tax 7,42,646 (11,08,029)

Performance

During the year under review, the management of the Company proposed for voluntary winding up of the Company. Later on, a section of shareholders who could not attend the Meeting had requisitioned an Extra Ordinary General Meeting to declare the winding up proceeding undertaken as null and void.

The Company had earned Rs. 10,40,121/- as interest on Income Tax Refund and assignment of debt, which was treated bad debt in the earlier years.

Dividend

In view of the brought forward losses, your Directors have not recommended any dividend.

Business Operations Overview ft Future Outlook

The Company is not pursuing any serious business as of now. It is proposing to start trading in fabric, garments etc. and also to leverge UNIMODE the Trade Mark of the Company.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Shri Indra Mohan Gupta, Director of the Company retire by rotation and being eligible, offer himself for re-appointment as non-executive Director.

During the period, Shri Narinder Kumar Goyal, Smt. Madhu Goyal and Shri Rakesh Jain were appointed Additional Directors of the Company.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, Directors confirm:

i) that in the preparation of the Annual Accounts for the Year ended 31st March, 2009, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2009 on a going concern basis.

Particulars of Energy, Technology and Foreign exchange

A. Energy conservation - NIL

B. Technology absorption - NIL

C. Foreign Exchange earnings and out go - NIL

Personnel and Particulars of Employees During the year, the Company did not have any employee.

Auditors

M/s K. L. Datta & Company, Chartered Accountants, Statutory Auditors of the Company, retire

at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Auditors Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act 1956.

Audit Committee recommendations

The Audit Committee of the Company has been re-constituted with Shri Narender Kumar Goyal,Mrs. Madhu Goyal as Members and Shri Rakesh Jain as Chairman of the Committee.

Corporate Governance Report

The Company has started compliance of Clause 49 of Listing Agreement. It strives to attaing high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance alongwith from Chartered Accountants K.L. Datta & Company, confirming level of Compliance is annexed and forms part of the Directors Report.

Appreciation

Your Directors greatly appreciate the efforts of Liquidator and Investors tor the support.

For and on Behalf of the Board

Sandeep Gupta Narinder Kumar Goyal Director Director

 
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