Directors Report of Unison Metals Ltd.

Mar 31, 2015

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

---

Mar 31, 2014

The Members of UNISON METALS LIMITED

The directors of your company have pleasure in presenting the Twenty Fourth Annual Report alongwith the Audited Statement of accounts for the year ended on 31st March,2014

FINANCIAL HIGHLIGHTS:

The financial results of your Company''s working are as under:

(Rsin lacs) (Rs in lacs) 31/33/2014 31/33/2013

Sales & Servisces 3537.38 3025.85

Profit before Tax and exceptional items 77.55 36.87

Add: Exceptional item - Diminution in (18.51) (54.53)

value of Investment

Less : Earlier year income tax (0.60) 1.11

Profit before Tax 59.04 (17.66)

Less: Provision for taxation 22.50 14.60

Less: Deferred tax 1.14 6.01

Profit after Income Tax 36.00 (39.38)

Add: Surplus from Previous years 222.41 261.79

Profit available for appropriation 258.41 222.41

Balance as per Balance Sheet 258.41 222.41

The net profit before exceptional items and taxes Rs. 77.55 lacs ( Previous Year Rs.36.87 lacs) [ including exceptional items Rs.(18.51) lacs ( Previous Year Rs.(54.53) lacs) ] showed increase over the previous year. The exceptional Item during the year comprised of diminution in value of investment Rs.18.51 lacs and in previous year Rs. 54.53 lacs..So the net profit after tax resulted for the year at Rs.36.00 lacs (Previous Year Rs.(39.38) lacs).

To expand & diversify its activities, the company has commenced the trading activities in Electronics and Electric Kitchen ware items etc. till the date of this report and expect better future prospects in the coming year.

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 pathbreaking step towards being an Environment friendly company, committed towards cleaner environment.

DEPOSITS

The company has compiled the provisions of section 58A of the Companies Act, 1956 and the rules framed thereunder and the directives issued by the Reserve Bank of India.

DIRECTORS

The director Shri Mahesh Changrani is liable to retire by rotation and being eligible, offer himself for reappointment.

DIVIDEND

Company do not declare dividend during the year and decides to plough back the funds in the development of the company.

AUDITORS

M/s Kishan M Mehta & Co, the auditors of the company, shall retire at the conclusion of ensuing AGM and have given their consent that their appointment shall be within the limit prescribed u/s 141(3)(g) of Companies Act, 2013 for a term of three years from Financial years 2014-15 to 2016-17 as auditors of the company .

DIRECTORS RESPONSIBILITY STATEMENT

In compliance to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm:

1. that in the preparation of the annual accounts for the year ended on 31st March, 2014, the applicable accounting standards have been followed.

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period.

3. 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. that the directors have prepared the annual accounts on a going concern basis.

SUBSIDIARY

Company incorporated a wholly owned subsidiary named TITU International Company Limited on 08/11/2013 under Vietnamese Laws at Vietnam, for the purposes of trading activities of metals in Vietnam which has yet not generated any revenue.

COMPLIANCE CERTIFICATE

Compliance Certificate from a Secretary in whole-time practice pursuant to the requirements of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001 is attached.

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 supports the broad principles of corporate governance. In addition to the basic governance issues, the board lays strong emphasis on transparency, accountability and integrity.

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars as prescribed under section 217 (1)(e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in reports of Directors) Rules 1988 are annexed hereto and form part of this report.

PARTICULARS OF EMPLOYEES

As required under section 217 (2A) of the Companies Act, 1956 and Rules there under, there is no employee who was in receipt of remuneration of not less than Rs. 60,00,000/- during the year ended 31st March, 2014 or not less than Rs. 5,00,000/- per month during any part of the said year.

COST AUDITOR:

M/s Koushlya V. Melwani, Cost Accountants were appointed as cost auditor for financial year 2013-14 and cost audit report for the financial year ended 31/03/2013 has been filed with the Central Government (Ministry of Corporate Affairs).

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) Date : 31st May,2014 Managing Director