Mar 31, 2015
Dear Members
The directors are pleased to present the Twenty Third Annual Report of
the company together with the Audited Financial Statement for the year
ended on 31st March, 2015, as follows:
FINANCIAL SUMMARY: (Rs. In Lacs)
Particulars As at As at
31.03.2015 31.03.2014
Revenue from operations 19,545.77 24,220.11
Other Income 170.22 319.08
Total Operational Cost 19,334.16 23,693.61
Finance Cost 162.00 159.59
Depreciation 13.35 15.02
Tax Provision 66.28 219.29
Net Profit (Loss) 140.20 455.91
Paid-up share capital 596.84 596.84
Net surplus in Profit & Loss 411.91 362.68
Total Reserves & Surplus 574.69 514.95
STATEMENT OF COMPANY'S AFFAIRS / COMPANY'S WORKING:
Being an agricultural commodity based Export Company, your company is
exposed to a lot of factors both at national and international level.
During the year under review the company witnessed slow demand of
Indian agricultural commodities in the international market. The total
exports from India for both service and commodity sector decreased in
comparison to the previous year.
Despite all stiff competition, your company did fairly well in sales-
domestic as well as exports. The revenue of the company stood at Rs.
19,545.77 lacs as at 31.03.2015 as against Rs. 24220.11 lacs at at
31.03.2014.
In exports, your company entered into third country exports from
Bangladesh and is planning to explore the opportunities from other
countries also. The management of your company will continue making its
efforts towards the sound growth of the company and hope to do fairy
well in FY 2015-16, except the unforeseen circumstances being usual in
export business.
The domestic sales registered a growth this year as well despite
several unfavorable market conditions. However, it shall energise the
efforts to expand the consumer base in local market during the current
year.
DIVIDEND:
With your whole hearted support and considering your Company's
profitability & cash flow despite the adverse market situations, your
Directors are pleased to recommend a Dividend of 10% i.e. Rs. 1/- per
equity share on a face value of Rs. 10/- each on 59,53,000 equity
shares fully paid-up. The proposed dividend, if approved by the members
at the Annual General Meeting, will absorb a sum of Rs. 59.53 lakhs
(excluding Dividend Tax) for the year ended 31st March, 2015.
RESERVES:
Your Directors proposes to transfer Rs. 10.52 Lacs to the general
reserve during the year 2014-15.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review no loans or guarantees given or investment
made, covered under Section 186 of the Companies Act, 2013. For details
about past transactions, please refer the note No. 13 to the financial
statement provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARITES:
Particulars of contracts or arrangements with related parties referred
to in Section 188 of the Companies Act, 2013, in the prescribed form
AOC-2, is appended as Annexure 1 to the Board's Report.
DEPOSITS:
The company has not invited/accepted any public deposit whether covered
under Chapter V of the Companies Act, 2013 or not and, as such, no
amount of principal or interest remained unpaid or unclaimed as at the
Balance Sheet date.
QUALIFICATIONS, RESERVATON OR ADVERSE REMARK OF DISCLOSURE IN AUDIT
REPORTS:
There is no adverse remark or qualification or any disclaimer remark
against the Company by
(a) The statutory auditor in its report.
(b) By the company secretary in practice in the secretarial audit
report.
CHANGE IN THE NATURE OF BUSINESS:
The main activity of the company is export of agri commodities, spices,
feed meals etc., but to strengthen the domestic market and as a part of
diversification of business, company started importing of pulses during
the year.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no such changes/ commitments/events or material changes
occurred affecting the financial position of the Company between the
end of the financial year (i.e. 31.03.2015) and the date of this
report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has not received any significant/material orders from the
statutory regulatory bodies/courts/tribunals impacting the going
concern status and company's operations in future.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
No Company became or ceased to be subsidiary, joint venture or
associate company of Unique Organics Limited during the year.
FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF SUBSIDIARIES/ ASSOCIATE
COMPANIES/ JOINT VENTURES:
There is no Subsidiary company/ Associate company/ Joint venture
associated with the Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Company is both ethically and professionally managed. It has developed
an internal structure with proper hierarchy, delegation of authority
and ethical values so that assets are safeguarded and the transactions
are properly authorized and recorded. With reference to the financial
statements, the Company has a continuous monitoring mechanism through
Audit Committee, Internal Audit and multistage checking of vouchers and
documents which enables the organization to maintain with the same
standard of the control systems and helps them in managing any default
on timely basis because of strong reporting mechanism followed by the
company. The Internal Audit System of the company helps to bring out a
systematic and disciplined approach to evaluate and improve the
effectiveness of internal financial control.
LISTING OF SHARES:
The company's equity shares continued to be listed with Bombay Stock
Exchange (BSE) which has nationwide trading terminals.
CORPORATE GOVERNANCE:
Your company has proactively been following the best practices adopted
by good corporates in India. The report on Corporate Governance forms a
part of this report. The Auditor's certificate on the compliance of
Corporate Governance embodied in Clause 49 of the Listing Agreement is
attached as Annexure 2 and forms a part of this report.
All board members have affirmed compliance with Code of Conduct under
Clause 49 of the Listing Agreement and Code of Conduct on Insider
Trading on annual basis.
BOARD MEETINGS:
The Board of Directors met 12 (twelve) times during the financial year
2014-15, on 21.04.2014, 07.05.2014, 23.05.2014, 12.07.2014, 02.08.2014,
30.09.2014, 20.10.2014, 21.11.2014, 28.01.2015, 02.02.2015, 16.02.2015
and 24.03.2015. The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013 read with rules
thereunder and Listing Agreement.
COMMITTEES OF DIRECTORS:
The Board has seven committees: Audit Committee, Nomination &
Remuneration Committee, Corporate Social Responsibility Committee,
Stakeholders Relationship Committee, Risk Management Committee, and
Share Transfer Committee & Internal Complaint Committee (ICC). All
committees are formed as per prevailing laws and have proper
combinations of independent and non-independent directors in
composition.
A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this Annual Report.
PARTICULARS OF EMPLOYEES:
Particulars of employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended in Annexure 3 to the Board's Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Woman at the workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint
Committee (ICC) has been setup to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
The following is a summary of complaints regarding workplace sexual
harassment, received and disposed off during the year under review:
No. of complaints received: NIL
No. of complaints disposed off: N.A.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Company has constituted Nomination and Remuneration Committee (Details
of which is part of Corporate Governance Report in this Annual Report)
and adopted Nomination and Remuneration Policy formulated in compliance
with Section 178 of the Companies Act, 2013 read with rules thereunder
and Clause 49 of the Listing Agreement. The said policy includes
criteria for determining qualifications, positive attributes,
independence of directors and other matters provided under Sub Section
3 of the Section 178 of the Companies Act, 2013. The said policy is
appended as Annexure 4 to this Report and also available on Company's
website on below web-link:
http://www.uniqueorganics.com/UploadFile/1435309815-
Nomination%20and%20Remuneration%20Policy.pdf
DIRECTORS:
a) Changes in Directors and Key Managerial Personnel
* Mr. Sanjay Sharma was appointed as independent director in the board
meeting held on 07.05.2014 and regularized in the 22nd Annual General
Meeting held on 16th July, 2014.
* Mrs. Vinita Mishra was appointed as additional director (non-
executive non independent) on the board, in Board meeting held on
08.07.2015.
* During the year, Mrs. Varnita Mathur resigned from the post of
Company Secretary and Compliance Officer and Ms. Aayushi Singh was
appointed as Company Secretary and Compliance Officer in her place
w.e.f. 07.05.2014.
* Mr. Harish Panwar (Manager Accounts) appointed as Chief Financial
Officer of the Company w.e.f. 23.05.2014.
b) Declaration by an Independent Director(s)
* Company received declarations from its independent directors Shri
Amardeep Singh Ahluwalia, Shri Dilip Kumar Joshi and Shri Sanjay Sharma
under sub section (7) of section 149 of the Companies Act, 2013
confirming that they meet the criteria as laid down in Section 149(6)
of the Companies Act, 2013 read with rules thereunder and Clause 49 of
the Listing Agreement with Stock Exchange.
c) Performance Evaluation of Board and re- appointment
The company has developed and implemented a policy for formal annual
evaluation. The Committee/Board shall evaluate the performance of
Board, its Committees, and its individual directors including
Chairman/Managing Director and Independent Directors of the Company
with reference to the authority under the Policies of the Company
framed in accordance with the relevant provisions of Companies Act,
2013 read with rules thereunder, Listing Agreement and based on their
functions and the criteria for the evaluation of the performance as
prescribed in the policy. Evaluation of Independent Directors shall be
carried on by the entire Board in the same way as it is done for the
Executive Directors/Non- Independent Directors of the Company except
the Director getting evaluated keeping in view the inputs provided by
Nomination & Remuneration Committee. The Policy on Annual Performance
Evaluation of the Board, its Committee's and individual directors is
appended as Annexure 5 to this report and also available on Company's
wesite at below web-
link:
http://www.uniqueorganics.com/UploadFile/1435385585-
Policy%20for%20Evaluation%20of%20the%20Performanc
e%20of%20the%20Board%20Its%20Committee%20and%
20Individual%20Directors.pdf
Mrs. Madhu Kanodia, Director of the Company, retires at the ensuing
Annual General Meeting and, being eligible, offers herself for
re-appointment, in terms of provisions of Articles of Association of
the Company. The Board recommends her re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of clause (c) of sub-section (3) of section 134
of the Companies Act, 2013, your directors hereby state that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b) 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 year ended on that date;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets 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; and
e) the directors, laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate
and are operating effectively.
f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
STATUTORY AUDITORS:
M/s A.K. Meharia & Associates, Chartered Accountants, Kolkata,
Statutory Auditors of the Company, hold office until the conclusion of
the ensuing annual general meeting and, they being eligible, offer
themselves for re-appointment. The Audit Committee and Board of
Directors of the company have recommended the re-appointment of M/s.
A.K. Meharia & Associates, Chartered Accountants, Kolkata, as Statutory
Auditors of the company to hold office for five years tenure from the
conclusion of this AGM upto the conclusion of 28th AGM (F.Y 2015-16 to
F.Y. 2019-20), subject to ratification by members at every Annual
General Meeting of the Company. The company has received a letter from
them to the effect that their appointment, if made, would be within the
limit prescribed under Section 141(3)(g) of the Companies Act, 2013
read with Rules thereunder and other provisions, if any, and that they
are not disqualified for re-appointment.
SECRETARIAL AUDITOR AND REPORT:
M/s Ruchi Jain & Associates, Company Secretaries, B-37, Ahinsha Marg,
Jai Jawan Colony-I, Tonk Road, Jaipur (Raj.) were appointed as
Secretarial Auditor to conduct the secretarial audit of the company for
the financial year 2014-15, as required under Section 204 of the
Companies Act, 2013 and Rules thereunder.
The secretarial audit report for the financial year 2014-15 forms part
of the Report as an Annexure 6.
AUDIT COMMITTEE:
In compliance of the provisions of Section 177 of the Companies Act,
2013 read with Rules thereunder and Clause 49 of the Listing Agreement,
company has an audit committee comprising Shri Amardeep Singh
Ahluwalia, independent director as Chairman of the Committee, Shri J.P
Kanodia, managing director & Shri. Dilip Kumar Joshi, independent
director as members. The Committee functions with the powers and
responsibilities as specified in the Companies Act, 2013 read with
rules thereunder, Listing Agreement and other applicable law, if any.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In compliance of the provisions of Section 177 of the Companies Act,
2013 and Clause 49 of Listing Agreement, Company has established a
Vigil (Whistle Blower) Mechanism and formulated a Policy in order to
provide a framework to the directors and employees of the company a
responsible and secure whistle blowing/vigil mechanism to report
genuine concerns to the Chairman of the Audit Committee. And that
Company hereby affirms that no personnel have been denied access to the
audit committee. More details about the policy and procedure are stated
in Corporate Governance Report forming part of this Annual Report.
RISK MANAGEMENT POLICY/PLAN:
The Company has developed and established a risk management policy for
the Company which sets out a framework for identification of elements
of Risk, if any which in the opinion of the Board may threaten the
existence of the Company and has devised a proper system of risk
management and internal compliance and control through its Board, Audit
Committee, KMP's and other Senior personnel of the Company.
SHARE CAPITAL:
There was no change in the Share Capital during the year under review
as under:
a) Issue of equity shares with differential rights :
The company didn't issue any equity shares with differential rights or
other securities during the year under review.
b) Issue of sweat equity shares :
The company didn't issue any Sweat equity shares during the year under
review.
c) Issue of employee stock options :
The company didn't issue any ESOP during the year under review.
d) Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees :
Company didn't make any Scheme or Provision of money for purchase of
its own shares by employees or by trustees for the benefit of employees
during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Company has constituted the Corporate Social Responsibility (CSR)
Committee of Directors in accordance with the provisions of Section 135
of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility) Rules, 2014. The brief outline of the CSR Policy,
including overview of the programs/activities undertaken, the
composition of the CSR
Committee, average net profit of the Company for the past three
financial years, prescribed CSR expenditure and details of amount spent
on CSR activities during the year have been disclosed in Annexure 7 to
this Report, as mandated under the said Rules. Details about the CSR
Policy and initiative taken by the Company during the year are
available on Company's website on investor page under CSR menu.
http://www.uniqueorganics.com/spices/csr.php
EXTRACTS OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return in prescribed format (MGT- 9) is appended
as Annexure 8 to the Board's Report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
Being focused on trading for the year under review, energy cost
constituted a small proportion of the total cost and there is not much
scope for energy conservation. However, pursuant to section 134 of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014,
the requisite particulars are furnished at Annexure 9 given hereto
forming part of this Report. Foreign exchange earnings and outgo are
furnished as under:
DEPOSITORY SYSTEM:
In order to keep pace with the changing technology and to provide the
benefits of electronic trading to our members, your company's shares
are tradable compulsorily in electronic form and it established
connectivity with depositories, viz. National Securities Depositories
Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The company also has common agency for transfer of shares both in demat
and in physical form.
ACKNOWLEDGEMENT:
Your directors express their sincere thanks to Central and State
Government departments, Banks, foreign buyers and customers for their
cooperation and encouragement they always extended to the company and
look forward for their continued support. For the continuous support
and meticulous efforts of Dealers, Business Associates and employees in
ensuring an all round improved operational performance, your directors
wish to place on record their sincere thanks and appreciation.
For & on behalf of the Board of Directors
Place: Jaipur
Date: 08.07.2015
J.P. Kanodia
Chairman & Managing Director
DIN: 00207554
Mar 31, 2014
The Members of Unique Organics Limited
The directors are pleased to present the Twenty Second Annual Report
together with the Audited Statement of Account for the year ended on
31st March, 2014.
FINANCIAL RESULTS: (Rs. in Lacs)
Particulars As at 31.3.2014 As at 31.3.2013
Sales 23912.74 16016.03
Other Income 319.08 129.85
Total Operational Cost 2518.02 2215.40
Finance Cost 159.50 138.45
Depreciation 15.02 14.61
Tax Provision 225.39 111.18
Net Profit (Loss) '' 455.90 188.31
Paid-up Share Capitai 596.84 596.84
Reserves & Surplus 514.95 198.34
Transfer to Reserves (CRR) - 40.00
Profit & Loss 362.68 80.20
0PERT10NS
The Company operates in a liighly competitive and rapidly changing
market and has competitors in each of major business products/suppiies
on a local, national and international level. During the year under
review, the company saw a robust growth in sales-domestic as well as
exports despite stiff competition. The revenue showed an increase from
Rs. 16225.60 lakhs toRs. 24220,11 lakhs, thus registering a growth of
49.3% in revenue.
in exports, your company explored a few new markets as in UK,
Philippines and commodities as in Guar Meal. Further the management
shall continue to strive further explore newer markets and commodities
and hope to do fairly well in the FY 2014-15 except the unforeseen
circumstances being usual to an exports business.
The domestic sales outshined previous results and grew up by 175.5%.
Your company has started catering to the consumer needs both in the
Southern & Eastern part of India and further we hope to strive and
reach every comer of the domestic sties market all over India,
DIVIDEND
With your whole hearted support and considering your Company''s
profitability & smooth cash flow, your Directors are pleased to
recommend a Dividend of 20% i.e. Re. 2/- per equity share on a face
value of Rs. 10/- each on 59,53,000 equity shares fuUy paid-up. The
proposed dividend, if approved by the members at the Annual Genera!
Meeting, will absorb a sum of Rs, 119.06 laklis (excluding Dividend
Distribution Tax) for the year ended 31st March. 2014.
DIRECTORS
- Mrs. Madhu Kanodia, Director of the Company, retires at the ensuing
Annual General Meeting and, being eligible, offers herself for
re-appointment, in terms of provisions of Articles of Association ofthe
Company.
- Mr, Sanjay Sharma joined the Board on 1* May, 2014 as Additional
Director and proposal for appointing him as Independent Director is for
consideration before the shareholders.
I DIRECTORS RESPONSIBILITY STATEMENT 1
Pursuant to provisions of section 217 (2AA) of the Companies
Act, 1956, your directors hereby state:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures;
(ii) that 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 tme and fair viewofthe state of
affairs ofthe company at the end ofthe financial year and of the profit
ofthe company for that period;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS
The company has not invited/accepted any deposits within tlie meaning
of Sections 58A and 58AA of the Companies Act, 1956,
I AUDIT COMMITTEE
In compliance of the provisions of section 292A of Companies Act, 1956,
and Clause 49 of the Listing Agreement, an audit committee comprising
Shri Amardeep Singh Ahluwalia & Shri, Dilip Kumar Joshi, non-executive
& independent directors and Shri J.P. Kanodia, Managing Director
existed. The powers and functions ofthe said Audit Committee are as per
Section 292Aof Companies Act, 1956. and Clause 49 ofthe Listing
Agreement.
LISTING OF SHARES
The company''s equity shares continue to be listed with Bombay Stock
Exchange (BSE) which has nationwide trading terminals.
AUDITORS
M/s A.K. Meharia & Associates, Chartered Accountants, Koikata,
Statutory Auditors of the company, hold office until the conclusion of
the ensuing annual general meeting and, they being eligible, offer
tlieinselves for re-appointment.
I PARTICULARS OF EMPLOYEES
There is no employee covered under section 217{2A) of the Companies
Act, 1956 and thus the particulars under the Companies (Particulars of
Employees) Rules,1975 jare Nil,
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earning and Outgo
Being focused on trading for tlie year under review, energy cost
constituted a small proportion of the total cost and there is not much
scope for energy conservation. However, pursuant to section 217 (1) (e)
of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, the
requisite particulars are furnished at Annexure given hereto forming
part of this Report. Foreign exchange earnings and outgo are furnished
as aforesaid.
DEPOSITORY SYSTEM
In order to keep pace with the changing technology and to provide the
benefits of electronic trading to our members, your company''s shares
are tradable compulsorily in electronic form and it established
connectivity with depositories, viz. National Securities Depositories
Limited fNSDL) and Central Depository Services (India) Limited (CDSL).
The company also has common agency for transfer of shares both in demat
and in physical form.
CORPORATE GOVERNANCE
Your company has proactively been following the best practices adopted
by good corporates in India. The report on Corporate Governance forms a
part of this report. The Auditor''s certificate on the compliance of
Corporate Governance embodied in Clause 49 of the Listing Agreement is
attached as Annexure and forms a part of this report. All board members
have affirmed compliance with Code ofConduct on annual basis.
MANAGEMENT DISCUSSION & ANALYSIS
Your directors are glad to inform the members that your company has
occupied a good market share for animal feed. The management discussion
and analysis is given as under- Business Enyironmept: The year under
review was a challenging year where Indian Economy faced various global
as well as domestic challenges. The challenges were not only in terms
of political and economic situation around the globe but also due to
the paradigm shift in the existing markets. On one hand, the Indian
economy saw'' high inflation and sharp declining in value of Indian
Currency, which affected adversely the costs and the margins, while on
the other hand we saw new products and prospective markets emerging up
to achieve newer heights in growth.
Opportunities: Your Company led by energetic management, which is
constantly making efforts for the expansion of the business, foresees
various opportunities in the coming years:
- Potential untapped markets of both animal feed and food products.
- Demand of new animal feed and food products across the world where
India holds an edge over other countries and thus we can prove not only
to be competitive enough but also maintain sustainable high quality
standards.
Threats
- Weather conditions & Monsoon
- Government Policies/Ftscal policies
- Price Volatility
- Local Market (demand & supply)
Segment Wise Performance Feed Ingredients:
As this is the core business of the company, the management is making
eftbrts to expand it more and more. In fact, in spite of the global and
domestic economic conditions your company has successfully managed to
ach ieve the targets.
Now the company''s business is not only limited to the South Asian
countries but also expanded successfully to European countries by
introducing new products as Guar Meal, Wheat, etc.
Domestic sales too, have done fairly well, with added supply of the
products to Eastern & Southern regions of India,
Spices/Tood:
This too saw considerable increase in business during the year under
review. Your company was encouraged by Spices Board of India by
providing the subsidy during the year.
Outlook:
With the startling working results achieved during the year under
review, the company''s management is hopeful to have a steady growth in
the year 2014-15 too. The efforts for new business are continued and
the results of the same, as weie seen during 2013- 14, are expected to
yield much more laurels in its kitty''in the current year.
During the year 2013-14, company''s products were displayed in
Livestock Philippines 2013 Expo and we are now planning to attend more
exhibitions of inteniational repute in the current year. However, the
management will keep on reviewing the planning based on market
scenario, currency fluctuations, etc.
We are in close contact with many institutional buyers for domestic
sales. We have already reached the domestic market in South India &
East India and are further planning to enter other regions also with
inclusion of new commodities as per consumer needs ahead.
Internal Control System:
Your Company, which is export based, is both ethically and
professionally managed. It has developed an internal structure with
proper hierarchy, delegation of authority and ethical values so that
assets are safeguarded and the transactions are properly authorised and
recorded. The Internal Audit System of the company helps to bring out a
systematic and disciplined approach to evaluate and improve the
effectiveness of risk management, control and governance which helps in
establishing competitive advantage by eliminating avoidable cost.
Financial & Operational Performance:
The revenue from operations showed an increase from Rs. 16225.60 lakhs
to Rs. 24220.11 lakhs, registering a growth of 49.3% in turnover, and
profit after tax (PAT) from Rs, 188.31 lakhs to Rs. 455.91 lakhs,
registering a growth of 142.1% in profitability.
Human Resources:
Employees are assets to the company and your company believes that
proper management of human resources is the most important ingredient
for achieving excellence in performance and sustainable mutual growth.
Cautionary Statement:
Statements made in "Management Discussion & Analysis" describing
projections, company''s objectives and planmng may be somewhat forward
looking within the meaning of applicable laws and regulations. The
Actual results might differ depending upon prevailing trends,
international business scenario, government policies, demand and
availability of products and government support by means of direct or
indirect assistance for export of products from time to time.
ACKNOWLEDGEMEINT
Your directors express their sincere thanks to Central and State
Government departments, Banks, foreign buyers and customers for their
cooperation and encouragement they always extended to the company and
look forward to their continued support. For the continuous support and
meticulous efforts of Dealers, Business Associates and employees in
ensuring an all round improved operational performance, your directors
wish to place on record their sincere thanks and appreciation.
For & on behalf of the Board of Directors
Sd/-
(J.P. Kanodia)
Place: Jaipur Chairman & Managing Director
Date : 23th May, 2014 DIN; 00207554
Mar 31, 2013
To, All Members
The Board of Directors are pleased to present the Twenty First Annual
Report together with the Audited Statement of Account for the year
ended on 31st March, 2013.
FINANCIAL RESULTS
(Rs. in Lacs)
As at 31st
March, 2013 As at 31st
March, 2012
Sales 16,016.03 11846.86
Other Income 129.85 129.55
Total Operational Cost 2215.40 2545.51
Finance Cost 138.45 120.90
Depreciation 14.61 8.88
Tax Provision 111.18 50.45
Net Profit (Loss) 188.31 125.64
Paid-up share capital 596.84 696.84
Reserve & Surplus 198.34 79.21
Transfer to Reserves (CRR) 40.00 60.00
Profit & Loss A/c 80.26 1.13
OPERATIONS
During the year under review, the company registered a remarkable
growth in turnover despite stiff competition in international market.
As is evident, the turnover increased to Rs 16,016.03 lacs during the
year under review from Rs. 11,846.86 lacs during the previous year,
thus registering an increase by 35.19%.
Your directors are glad to inform you that the company has successfully
embarked its programme to expand the market abroad and hope to achieve
even further better working results in the current year except the
unforeseen circumstances beyond the control of the company.
The Company has plan to establish necessary network to ease out the
timely shipment and has plans to further expand the market and
strengthen our operations.
DIVIDEND:
With your whole hearted support and considering your Company''s
profitability & cash flow your Directors are pleased to recommend a
Dividend of 10% i.e. Re. 1/- per equity share on a face value of Rs.
10/- each on 59,53,000 equity shares fully paid-up as on March 31,2013.
FORFEITURE OF PARTLY PAID EQUITY SHARES:
Pursuant to provisions of articles of association of the company &
applicable provisions of Companies Act, 1956, the Board of Directors in
their meeting held on 05.03.2013 had decided to forfeit 18,500
partly-paid equity shares for nonpayment of long outstanding al lotment
money. The Bombay Stock Exchange was duly informed as per Listing
agreement.
Redemption of Preference Shares
The 1,00,000 9% Non-Cumulative Redeemable Preference shares of Rs.100/-
each fully paid up, forming in aggregate Rs. 1,00,00,000/- in the share
capital of the company and due for redemption were redeemed during the
year under review pursuant to provisions of Section 80 of the Companies
Act, 1956.
Directors
Mrs. Madhu Kanodia, Director of the Company, retires at the ensuing
Annual General Meeting and being eligible offers herself for
re-appointment, in terms of provisions of Articles of Association of
the Company.
Directors Responsibility Statement
Pursuant to provisions of section 217(2AA) of The Companies Act, 1956,
your directors hereby state:
(i) that in the preparation of the annual accounts, the j applicable
accounting standards had been followed along with i proper explanation
relating to material departures;
(ii) that 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 that period;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS:
The company has not invited/accepted any deposits within the meaning of
Sections 58A and 58 AAof the Companies Act, 1956.
AUDIT COMMITTEE
In compliance of the provisions of section 292A of Companies ; Act,
1956, and Clause 49 of the Listing Agreement, an audit committee
comprising Shri Amardeep Singh Ahluwalia and Shri.
Dilip Kumar Joshi, non - executive & independent directors and Shri
J.P. Kanodia, Managing Director existed. The powers and functions of
the said Audit Committee are as per Section 292A of Companies Act, 1956
and Clause 49 of the Listing Agreement.
LISTING OF SHARES:
The company''s equity shares continue to be listed with Bombay Stock
Exchange (BSE) which has nationwide trading terminals.
AUDITORS:
M/s A.K. Meharia & Associates, Chartered Accountants, Kolkata,
Statutory Auditors of the company, hold office until the conclusion of
the ensuing annual general meeting and, they being eligible, offer
themselves for re-appointment.
PARTICULARS OF EMPLOYEES:
There is no employee covered under section 217(2A) of the Companies
Act, 1956 and thus the particulars under the Companies (Particulars of
Employees) Rules, 1975, are Nil.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earning and Outgo:
Being focused on trading for the year under review, energy cost
constituted a small proportion of the total cost and there is not much
scope for energy conservation.
However, pursuant to section 217(l)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, the requisite particulars are furnished at
Annexure given hereto forming part of this Report. Foreign exchange
earning and outgo are furnished as aforesaid.
DEPOSITORY SYSTEM:
In order to keep pace with the changing technology and to provide the
benefits of electronic trading to our members, your company''s shares
are tradable compulsorily in electronic form and it established
connectivity with depositories, viz. National Securities Depositories
Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The company also has common agency for transfer of shares both in demat
and in physical form.
CORPORATE GOVERNANCE:
Your company has proactively been following the best practices adopted
by good corporate in India. The report on Corporate Governance forms a
part of this report. The Auditor''s certificate on the compliance of
Corporate Governance embodied in Clause 49 of the Listing Agreement is
attached as Annexure and forms a part of this report. All board members
have affirmed compliance with Code of Conduct on annual basis.
ACKNOWLEDGMENT:
Your directors express their sincere thanks to Central and State
Government departments, Banks, foreign buyers and customers for their
cooperation and encouragement they always extended to the company and
look forward to their continued support. For the continuous support and
meticulous efforts of Dealers, Business Associates and employees in
ensuring an all round improved operational performance, your directors
wish to place on record their sincere thanks and appreciation.
For & on behalf of the Board of Directors.
Sd/-
(J.P. Kanodia)
Chairman & Managing Director.
Place : Jaipur
Date: 29.05.2013.
Mar 31, 2012
The Board of Directors are pleased to present the Twentieth Annual
Report together with the Audited Statement of Account for the year
ended on 31st March, 2012.
FINANCIAL RESULTS: (Rs. in Lacs)
As at As at
31st March, 2012 31 March, 2011
Sales 11846.86 5861.01
Other Income 385.57 223.07
Total Operational Cost 2545.51 934.69
Interest 85.33 26.21
Depreciation 8.88 13.77
Tax Provision 47.49 11.48
Net Profit (Loss) 125.64 48.01
Paid-up share capital 696.84 696.84
Reserve & Surplus 79.21 18.07
Transfer to Reserves (CRR) 60.00 Ã
Profit & Loss A/c (debit balance) 1.13 (64.50)
OPERATIONS:
During the year under review, the company registered a remarkable
growth in turnover despite stiff competition in international market.
As is evident, the turnover increased more than double to Rs 11846.86
lacs during the year under review from Rs. 5861.01 lacs during the
previous year, thus registering an increase by 102.13%.
Your directors are glad to inform you that the company has successfully
embarked its programme to expand the market abroad and hope to achieve
even further better working results in the current year except the
unforeseen circumstances beyond the control of the company.
It may be really encouraging instance that your company received Award
for Export Excellence from the Hon'ble Chief Minister, Rajasthan, Shri.
Ashok Gehlot on 18.01.2012. Further your company also obtained
membership of GAFTA, an International Trade Association Promoting
International Trade for more than 135 years.
The Company has plan to establish necessary network to ease out the
timely shipment and to further expand the market and strengthen our
operations.
DIRECTORS :
Mr. Amardeep Singh Ahluwalia, Director of the Company, retires at the
ensuing Annual General Meeting and being eligible offers himself for
re-appointment, in terms of provisions of Articles of Association of
the Company.
Mr. Dilip Kumar Joshi, who was appointed as Additional Di- rector on
the Board on 29.05.2012, shall hold office upto the date of ensuing
annual general meeting. The company has received a notice under section
257 of Companies Act, 1956 proposing his name for appointment as
director. Your directors recommend his appointment as director of the
company.
Mrs. Vinita Mishra ceased to be the director of the company w.e.f.
29.05.2012 by resignation.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of section 217(2AA) of the Companies Act, 1956,
your directors hereby state :
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material disclosures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgements 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 that period;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS:
The company has not invited/accepted any deposits within the meaning of
Sections 58A and 58AA of the Companies Act, 1956.
AUDIT COMMITTEE:
In compliance of the provisions of section 292A of Companies Act,
1956, and Clause 49 of the Listing Agreement, an audit committee
comprising Shri Amardeep Singh Ahluwalia and Smt. Vinita Mishra, non -
executive & independent directors and Shri J.P. Kanodia, Managing
Director existed. Consequent upon the appointment of Shri. Dilip Kumar
Joshi, the audit committee was reconstituted on 29.05.2012 which
comprised Shri Amardeep Singh Ahluwalia, Shri. Dilip Kumar Joshi, non -
executive & independent directors and Shri J.P. Kanodia, Managing
Director. The powers and functions of the said Audit Committee are as
per Section 292A of Companies Act, 1956 and Clause 49 of the Listing
Agreement.
LISTING OF SHARES:
The company's equity shares continue to be listed with Bombay Stock
Exchange (BSE) which has nationwide trading terminals.
AUDITORS:
M/s Gupta Abhishek & Co the existing Auditors of the Company have
resigned from the office of Auditors of the company on 02.06.2012.
The Board of Directors in their meeting held on 08.06.2012 have
recommended the appointment of M/s A.K. Meharia & Associates, Chartered
Accountants, Kolkata, as Auditors of the company pursuant to provisions
of Section 224(6) of the Companies Act,1956.
PARTICULARS OF EMPLOYEES:
There is no employee covered under section 217(2A) of the Companies
Act, 1956 and thus the particulars under the Companies (Particulars
of Employees) Rules, 1975, are Nil.
PARTICULARS OF CONSERVATION OF ENERGY, TECH- NOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
Being focused on trading for the year under review, energy cost
constituted a small proportion of the total cost and there is not much
scope for energy conservation. However, pursuant to section 217 (1)
(e) of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, the
requisite particulars are furnished at Annexure given hereto forming
part of this Report. Foreign exchange earning and outgo are furnished
as aforesaid.
DEPOSITORY SYSTEM:
In order to keep pace with the changing technology and to provide the
benefits of electronic trading to our members, your company's shares
are tradable compulsorily in electronic form and it established
connectivity with depositories, viz. National Securities Depositories
Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The company also has common agency for transfer of shares both in
depository and in physical form.
CORPORATE GOVERNANCE:
Your company has proactively been following some of the best practices
adopted by good corporates in India. The re- port on Corporate
Governance forms a part of this report. The Auditor's certificate on
the compliance of Corporate Governance embodied in Clause 49 of the
Listing Agreement is attached as Annexure and forms a part of this
report. All board members have affirmed compliance with Code of Con-
duct on annual basis.
MANAGEMENT DISCUSSION AND ANALYSIS:
Your directors hereby inform you that apart from manufacturing and
marketing of all spices and oilseeds your company has also occupied a
good market share for animal feed. The management discussion and
analysis is given as under:
(a) Industry structure and development: The spices and oilseeds
industry continued to pass through a difficult phase during the year
under review due to the unfavorable raw material prices, heavy
fluctuation in Euro zone countries & stiff competition from the
manufacturers all over the world. Despite this, your company has been
able to come up with commendable working results with even higher
expectation in the years to come.
(b) Opportunity and threats: Your directors are making efforts to
explore new markets both for spices and animal feed and are hopeful to
achieve even better working results in future. However the company has
no control over sudden change in prices of raw materials and changes in
Government policies.
(c) Segment wise performance: The company deals in 2 segments:- Food
& Feed.
FOOD: - Semi-automatic plant has already been installed. Production
will grow as per the requirements and demand.
FEED: - Maximum business of your company is from Animal Feed export.
Looking to the regular demand of Animal Feed throughout the world &
India being a competitive supplier, we expect regular growth in the
business. Presently, your company is catering to South-east Asian
countries with a vision to explore European Market in near future.
(d) Outlook: We have excellent forward visibility and expectedly hope
to achieve steady growth in 2012-13.
The company is entering into new markets and contacting new buyers
overseas to expand business as may be possible by making available the
quality products at competitive prices. For the domestic market, we are
in contact with big institutional buyers, food/snack processors for
tie ups.
(e) Risk and concerns: The business of the company depends on the
world economic scenario, as the company is in export business which
involved greater risks like: Political & Economic instability in
importing countries, Currency fluctuations etc. thereby incurring loss
due to change in attitude of buyers abroad.
(f) Internal control system: The Company is maintaining proper and safe
internal control systems, providing ad- equate safeguard and effective
monitoring of transactions. The internal audit system of the company
is ad- equate.
(g) Discussion on financial performance with respect to operating
performance: Your company has witnessed a phenomenal rise in turnover,
and further improved business is expected in the years to come. The
operating performance is highlighted in the para "Financial results"
above.
(h) Developments in human resources and industrial relations:
Employees are vital to the company. Your company takes great pride in
the commitment, competence and vigour shown by its workforce in all
realms of business. The company continues to take new initiatives to
further align its HR policies to meet the growing needs of its
business. People's development continues to be a focus area at Unique
Organics. Cordial and peaceful Industrial relation prevailed
throughout the year.
(i) Cautionary statement: The business of the company depends on the
international business scenario, prevailing recessionary trend,
government policy, demand of products and government support by way of
some assistance for export of its products.
ACKNOWLEDGEMENT:
Your directors express their sincere thanks to Central and State
Government departments, Banks, foreign buyers and customers for their
cooperation and encouragement they al- ways extended to the company and
look forward to their continued support. For the continuous support and
meticulous efforts of Dealers, Business Associates and employees in
ensuring an all round improved operational performance, your directors
wish to place on record their sincere thanks and appreciation.
For & On behalf of the Board of Directors.
Sd/-
(J. P. Kanodia)
Place : Jaipur Chairman & Managing Director
Dated : 08.06.2012.
Mar 31, 2011
All Members
The Board of Directors are pleased to present the Nineteenth Annual
Report together with the Audited Statement of Ac- count for the year
ended on 31st March, 2011.
FINANCIALRESULTS: (Rs.inLacs)
As at As at
31st March, 2011 31 March, 2010
Sales 5861.01 5311.74
Other Income 223.07 119.73
Total Operational Cost 934.69 1020.52
Interest 26.21 26.14
Depreciation 13.77 23.95
Tax Provision 11.48 20.16
Net Profit (Loss) 48.01 97.24
Paid-up share capital 696.84 696.83
Reserve & Surplus 18.07 18.07
Profit & Loss A/c
(debit balance) (64.50) (112.51)
OPERATIONS:
During the year under review, the company registered a phenomenal
growth in turnover despite stiff competition in international market.
As is evident, the turnover increased to Rs 5861.01 lacs during the
year under review from Rs. 5311.74 lacs during the previous year, thus
registering an increase by 10.34%.
Your directors are glad to inform you that the company has successfully
embarked its programme to expand the market abroad and hope to achieve
even better working results in the current year except the unforeseen
circumstances beyond the control of the company.
As informed to you through the Annual Report of the year 2009-10 about
your companyÃs planning to set up new semi- automatic Spices Processing
Plant & Machinery for achieving higher turnover (both domestic and
export) and improved profits, we are glad to inform you that the
company has al- ready installed the said plant. It is a unique concept
where we allow the customers to see the spices processing right at the
place of purchase to repose confidence about quality of prod- uct and
establish transparency in good manufacturing prac- tices. The same is
expected to give your company a remark- able presence in domestic sales
as well.
FOREIGN EXCHANGEEARNINGS & OUTGO:
2010-11
F.E. Earnings : Export sales Rs. 58,60,00,984.49
F.E. Outgo : Traveling & other exp. Rs. NIL
2009-10
F.E. Earnings : Export sales Rs. 53,11,48,741.01
F.E. Outgo : Traveling & other exp. Rs. 2,62,515.49
DIRECTORS:
Mrs. Madhu Kanodia, Director of the Company, retires at the ensuing
Annual General Meeting and being eligible offers herself for
re-appointment, in terms of provisions of Articles of Association of
the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of section 217(2AA) of The Companies Act, 1956,
your directors hereby state :
(i) that in the preparation of the annual accounts, the appli- cable
accounting standards had been followed alongwith 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 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 that period;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguard- ing the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS:
The company has not invited/accepted any deposits within the meaning of
Sections 58A and 58AA of the Companies Act, 1956.
AUDIT COMMITTEE:
In compliance of the provisions of section 292A of Compa- nies Act,
1956, and Clause 49 of the Listing Agreement, an audit committee
comprising Shri Amardeep Singh Ahluwalia and Smt. Vinita Mishra, non Ã
executive & independent di- rectors and Shri J.P. Kanodia, Managing
Director exists. The powers and functions of the said Audit Committee
are as per Section 292A of Companies Act, 1956 and Clause 49 of the
Listing Agreement.
LISTING OF SHARES:
The company's equity shares continue to be listed with Bombay Stock
Exchange (BSE) which has nationwide trad- ing terminals.
Delisting of Equity Shares : As informed vide Annual Report,2010
regarding the delisting application made to Jaipur Stock Exchange Ltd.
(JSEL) & Delhi Stock Exchange Ltd. (DSEL), approval of delisting has
been received from JSEL on 11-12-2010 and DSEL on 30-08-2010.
AUDITORS:
M/s. Gupta Abhishek & Co., Chartered Accountants, Jaipur, Statutory
Auditors of the company, hold office until the con- clusion of the
ensuing annual general meeting and, being eligible, offer themselves
for re-appointment.
PARTICULARSOFEMPLOYEES:
There is no employee covered under section 217(2A) of the Companies
Act, 1956 and thus the particulars under the Com- panies (Particulars
of Employees) Rules, 1975, are Nil.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGEEARNINGAND OUTGO:
Being focused on trading for the whole year under review, energy cost
constituted a negligible proportion of the total cost and there is not
much scope for energy conservation. However, pursuant to section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, the requisite particulars are furnished at Annexure given hereto
forming part of this Report. Foreign exchange earning and outgo are
furnished as aforesaid.
DEPOSITORY SYSTEM:
In order to keep pace with the changing technology and to provide the
benefits of electronic trading to our members, your companyÃs shares
are tradable compulsorily in elec- tronic form and it established
connectivity with deposito- ries, viz. National Securities Depositories
Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The com- pany also has common agency for transfer of shares both in
depository and in physical form.
CORPORATE GOVERNANCE:
Your company has proactively been following some of the best practices
adopted by good corporates in India. The report on Corporate Governance
forms a part of this report. The Auditor's certificate on the
compliance of Corporate Gover- nance embodied in Clause 49 of the
Listing Agreement is attached as Annexure and forms a part of this
report. All board members have affirmed compliance with Code of Conduct
on annual basis.
MANAGEMENT DISCUSSION AND ANALYSIS:
Your directors hereby inform you that apart from manufac- turing and
marketing of all spices and oilseeds your com- pany has also occupied a
good market share for animal feed. The management discussion and
analysis is given as under:
(a) Industry structure and development: The spices and oilseeds
industry continued to pass through a difficult phase during the year
under review due to the unfavourable raw material prices and stiff
competition from the manufacturers all over the world. Despite this,
your company has not only been able to survive in such a market
condition rather it has come up with encouraging working results with a
higher expectation in the years to come.
(b) Opportunity and threats: Your directors are making ef- forts to
explore new markets both for spices and animal feed and hopeful to
achieve better working results in future.
(c) Segment wise performance: The company deals in 2 seg- ments:- Food
& Feed.
FOOD: - Semi-automatic plant has already been installed. Production is
in its initial stage, will grow as per the pace of time.
FEED: - Under this category, the company is exploring competitive
suppliers and making its wide presence in feed market in Asian
countries.
(d) Outlook: We have excellent forward visibility and expectedly steady
growth in 2011-12. The company is enter- ing into new markets and
contacting new buyers overseas to expand business as may be possible by
making available the quality products at competitive prices. For the
domestic mar- ket, we are in contact with big institutional buyers,
food/ snack processors for tie ups.
(e) Risk and concerns: The business of the company de- pends on the
world economic scenario, as the company is in export business which
involved greater risk thereby incur- ring loss due to change in
attitude of buyers abroad.
(f) Internal control system: The Company is maintaining proper and safe
internal control systems, providing adequate safeguard and effective
monitoring of transactions. The in- ternal audit system of the company
is adequate.
(g) Discussion on financial performance with respect to operating
performance: Your company has witnessed a phe- nomenal rise in
turnover, and further improved business is expected in the years to
come. The operating performance is highlighted in the para ÃFinancial
resultsà above.
(h) Developments in human resources and industrial rela- tions:
Employees are vital to the company. Your company takes great pride in
the commitment, competence and vigour shown by its workforce in all
realms of business. The com- pany continues to take new initiatives to
further align its HR policies to meet the growing needs of its
business. PeopleÃs development continues to be a focus area at Unique
Organ- ics. Cordial and peaceful Industrial relation prevailed through-
out the year.
(i) Cautionary statement: The business of the company depends on the
international business scenario, prevailing recessionary trend,
government policy, continuous demand and government support by way of
some assistance for ex- port of its products.
ACKNOWLEDGEMENT:
Your directors express their sincere thanks to Central and State
Government departments, Banks, foreign buyers and customers for their
cooperation and encouragement they al- ways extended to the company and
look forward to their continued support. For the continuous support and
meticu- lous efforts of Dealers, Business Associates and employees in
ensuring an all round improved operational performance, your directors
wish to place on record their sincere thanks and appreciation.
For & On behalf of the Board of Directors.
Sd/-
(J. P. Kanodia)
Chairman & Managing Director
Place : Jaipur
Dated : 12.08.2011.
Mar 31, 2010
The Board of Directors are pleased to present the Eighteenth Annual
Report together with the Audited Statement of Accounts for the year
ended on 31, March 2010.
FINANCIAL RESULTS: (Rs. in Lacs)
As at As at
31st March, 2010 31 March, 2009
Sales 5311.74 3508.94
Other Income 119.73 156.06
Total Operational Cost 1020.52 647.43
Interest 26.14 26.81
Depreciation 23.95 24.54
Tax Provision 20.16 0.30
Net Profit (Loss) 97.24 145.21
Paid-up share capital 696.83 696.83
Reserve & Surplus 18.07 18.07
Profit & Loss A/c (debit balance) (112.51) (209.75)
OPERATIONS:
During the year under review, the company registered a phenomenal
growth in turnover despite stiff competition in international market.
As is evident, the turnover increased to Rs 5311.74 lacs during the
year 2009-10 from Rs. 3508.94 lacs during the previous year, thus
registering an increase by 51.38%.
Your directors are glad to inform you that the company has successfully
embarked its programme to expand the market abroad and hope to achieve
even better working results in the current year except the unforeseen
circumstances beyond the control of the company.
Your company is planning to set up new semi-automatic Spices Processing
Plant & Machinery for a better sales and improved profits for which a
part of obsolete machinery (idle for long time) was disposed off during
the year for Rs.60 lac.
FOREIGN EXCHANGE EARNINGS & OUTGO:
2009-10
RE. Earnings : Export sales Rs. 53,11,48,741.01
F.E. Outgo : Traveling & other exp. Rs. 2,62,515.49
2008-09
F.E.Earnings : Export sales Rs. 35,02,72,597.92
F.E. Outgo : Traveling & other exp.
Rs. 3,93,890.00
DIRECTORS:
Mrs. Vinita Mishra, Director of the Company, retires at the ensuing
Annual General Meeting and being eligible offers herself for
re-appointment, in terms of provisions of Articles of Association of
the Company.
Mr. Amardeep Singh Ahluwalia, who was appointed as Additional Director
on the Board on 07.12.2009, shall hold office upto the date of ensuing
general meeting. The company has received a notice under section 257 of
Companies Act, 1956 proposing his name as director for appointment.
Your directors recommend his appointment as director of the company.
Sh. Sajjan Kumar Gupta ceased to be the director of the company w.e.f.
07.12.2009 by resignation.
DIRECTORS RESPONSIBILrrY STATEMENT:
Pursuant to provisions of section 217(2AA) of The Companies Act, 1956,
your directors hereby state :
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith 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 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 that period;
(hi) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
FIXED DEPOSITS:
The company has not invited/accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956.
AUDIT COMMITTEE:
In compliance of the provisions of section 292A of Companies Act, 1956,
and Clause 49 of the Listing Agreement, an audit committee comprising
Shri Sajjan Kumar Gupta and Smt. Vinita Mishra, non - executive &
independent directors and Shri J.P. Kanodia, Managing Director existed.
Consequent upon the appointment of Shri. Amardeep Singh Ahluwalia, the
audit committee was reconstituted on 07.12.2009 which comprised Shri
Amardeep Singh Ahluwalia , Smt. Vinita Mishra, non - executive &
independent directors and Shri J.P. Kanodia, Managing Director. The
powers and functions of the said Audit committee are as per Section
292A of Companies Act, 1956 and Clause 49 of the Listing Agreement.
LISTING OF SHARES:
The companys equity shares continue to be listed with Bombay Stock
Exchange (BSE) which has nationwide trading terminals.
The company has applied for voluntary delisting of its equity shares to
Delhi, Calcutta & Ahemdabad Stock Exchanges on 03-07-2010 & Jaipur
Stock Exchnage on 02-07-2010.
AUDITORS:
M/s. Gupta Abhishek & Co., Chartered Accountants, Jaipur, Statutory
Auditors of the company, hold office until the conclusion of the
ensuing annual general meeting and, being eligible, offer themselves
for re-appointment.
PARTICULARS OFEMPLOYEES:
There is no employee covered under section 217 (2A) of the Companies
Act, 1956 and thus the particulars under the Companies (Particulars of
Employees) Rules, 1975, are Nil.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
Being focused on trading for the whole year under review,
energy cost constituted a negligible proportion of the total cost and
there is not much scope for energy conservation. However, pursuant to
section 217(l)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, the requisite particulars are furnished at Annexure given hereto
forming part of this Report. Foreign exchange earning and outgo are
furnished as aforesaid.
DEPOSITORY SYSTEM:
In order to keep pace with the changing technology and to provide the
benefits of electronic trading to our members, your companys shares
are tradable compulsorily in electronic form and it established
connectivity with depositories, viz. National Securities Depositories
Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The company also has common agency for transfer of shares both in
depository and in physical form.
CORPORATE GOVERNANCE:
Your company has proactively been following some of the best practices
adopted by good corporates in India. The compliance report on Corporate
Governance forms a part of this report. The Auditors certificate on
the compliance of Corporate Governance embodied in Clause 49 of the
Listing Agreement is attached as Annexure and forms a part of this
report. All board members have affirmed compliance with Code of Conduct
on annual basis.
ACKNOWLEDGEMENT:
Your directors express their sincere thanks to Central and State
Government departments, Banks, foreign buyers and customers for their
cooperation and encouragement they always extended to the company and
look forward to their continued support. For the continuous support and
meticulous efforts of Dealers, Business Associates and employees in
ensuring an all round improved operational performance, your directors
wish to place on record their sincere thanks and appreciation.
For & On behalf of the Board of Directors.
Sd/-
Place: Jaipur (J. P. KANODIA)
Dated: 16-8-2010 Chairman &
Managing Director