To, The Members
UNICK FIX-A-FORM AND PRINTERS LIMITED
The Directors of the Company feel amiable in presenting 31st Annual Report
of the Company Along with the Audited Statement of Accounts and Auditors' Report for the
Financial Year ended 31st, March, 2023.
1.) FINANCIAL PERFORMANCE:
(Amt in Lacs)
|
Current Year |
Previous Year |
Particulars |
(F.Y. 2022-23) |
(F.Y. 2021-22) |
Revenue from operations |
6617.11 |
6942.99 |
Other Income |
51.14 |
59.19 |
Total Revenue |
6668.25 |
7002.18 |
Expenses |
6131.22 |
6456.33 |
(Other than finance cost) |
|
|
Finance cost |
238.15 |
206.63 |
Total expenses |
6369.37 |
6662.96 |
Profit before tax |
298.87 |
339.22 |
Less : Current tax |
55 |
44.53 |
Deferred tax |
19.73 |
30.52 |
Profit/Loss after tax |
224.14 |
264.17 |
2.) STATE OF COMPANY'S AFFAIRS:
There is No change in the Nature of the Business of the Company during the Financial
Year. Despite of difficult market conditions, healthy competition in the market and lack
of interest of the investors, the performance of your Company has been satisfactory to
achieve the healthy growth for its stakeholders. The performance evaluations of the
Company are as under;
Revenue: During the financial year 2022-23, the revenue of the Company has decrease
from Rs. 7002.18 lacs to Rs. 6668.25 lacs it shows that the revenue of the Company
decreased by 5% approx. as compared to previous financial year 2021-22.
Expenses: In Financial Year ended 31 March, 2023, the expense of the Company is
decreased from Rs. 6662.96 lacs to Rs. 6369.37 lacs as compared to the previous financial
year ended on 31 March, 2022. And the finance cost of the Company is increased by Rs.
31.52 Lacs as compared to the previous financial year 2021-22.Net Profit of the company
decreased by Rs. 40.03 Lacs as compared to the previous financial year 2021-22.
3.) DIVIDEND:
Keeping in view the growth prospects of the Company the Board of your company has not
recommended any Dividend for the Financial Year 2022-23.
4.) MATERIAL CHANGES AND COMMITMENTS:
The Company has not undergone any Material Changes during the Financial Year that may
affect the Financial Worth of the Company in any way. There are No Significant and
Material orders passed by the Regulators, Tribunals or Courts which can have a Significant
impact on the status of the Company of being a going concern and Company's Operations in
future.
5.) INTERNAL FINANCIAL CONTROL:
Your Directors state that there are adequate Internal Controls in the Company for
ensuring the Smooth working of the Operations and growth of the organization
6.) MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
As the requirement under SEBI (LODR), 2015 the Management is required to prepare MDAR ,
for that reason it has been annexed as Annexure V forming part of this Report.
7.) REPORT ON CORPORAE GOVERNANCE:
Your Company has not been involved in any unethical Practices and has complied with all
the Compliance related requirements. A detailed Report on Corporate Governance is required
to be made by the Compliance Officer of the Company as per SEBI (LODR), 2015. The same has
been annexed in the Report as Annexure VI.
8.) SUBSIDIARIES/ JOINT VENTURE / ASSOCIATE COMPANIES:
The Company has no Subsidiary/ Joint Venture/ Associate Company and hence is not
required to prepare any Consolidated Financial Statement.
9.) DEPOSITS:
The Company has not accepted any Deposits during the Financial Year 2022-23 which are
required to be reported as per Chapter V and Section 73 to 76 of the Companies Act, 2013.
10.) DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a) In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) 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 as at March 31, 2023 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;
e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
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.
11.) EMPLOYEE STOCK OPTION:
During the year there has not been any issue of Equity shares to the Employees of the
Company on differential basis. Hence, no such information is required to be filed under
the provisions of Companies Act, 2013.
12.) AUDITORS AND AUDITOR'S REPORT:
The Shareholders at their 29th Annual General Meeting (AGM) held on 30th
September, 2021 had approved the appointment of M/s. G.M.C.A & Co, Chartered
Accountants, Ahmedabad (Firm Registration No. 109850W), Statutory Auditors to hold office
for the period of five years from the conclusion of 29th AGM till the
conclusion of 34th Annual General Meeting. The Auditors in their Audit report
have not made any adverse remark, qualification or reservation
13.) ANNUAL REPORT:
In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual
Return of the Company for the financial year ended March 31, 2022 has been uploaded on the
website of the Company and the web link of the same is
http://unickfix-a-form.com/investor-relation/
14.) CORPORATE SOCIAL RESPONSIBILITY:
As the Net Worth, Turnover and Net Profit are below the Limits as prescribed under
Section 135 of the Companies Act, 2013 and Rule 9 of the Companies(Corporate Social
Responsibility Policy) Rules, 2014, hence the Company is not required to contribute in
CSR.
15.) DIRECTORS COMPOSITION:
Underneath a table has been provided consisting of the information regarding Directors
of your Company.
S. No. |
Name |
Designation |
Executive /Non- Executive |
1. |
Mr. Bhupen Navnit Vasa |
Managing Director |
Executive |
2. |
Mr. Hemen Navnit Vasa |
Whole time Director |
Executive |
3. |
Mr. Priyank Hemen Vasa |
Whole time Director |
Executive |
4. |
*Mr. Andrew Denny |
Director |
Non Executive |
5. |
Mrs. Jyotiben Rajeshbhai Solanki |
Independent Director |
Non Executive |
6. |
*Mr. Shantilal Dhingarmal Chopra |
Independent Director |
Non Executive |
7. |
Mr. Purushottam Jagannath Bhide |
Independent Director |
Non Executive |
8. |
#Ms. Khushi Rajendra Bhatt |
Independent Director |
Non Executive |
* Mr. Andrew Haig Denny resign from the post of Director of the company w.e.f. 22nd
March,2023. * Mr. Shantilal Dhingarmal Chopra resign from the post of Independent Director
of the company w.e.f. 13th March,2023. # Mr. Khushi Rajendra Bhatt appoint as
an Independent Director of the company w.e.f. 29th July,2022.
16.) MEETINGS OF BOARD:
S. No. |
Date of the Meeting |
Members Present |
1. |
30th May, 2022 |
7 |
2. |
29th July, 2022 |
7 |
3. |
24th September,2022 |
8 |
4. |
12th November, 2022 |
8 |
5. |
23rd December,2022 |
8 |
6. |
03rd February, 2023 |
8 |
7. |
22nd March, 2023 |
7 |
17.) COMMITTEE OF BOARD OF DIRECTORS:
Pursuant to section 178 and other applicable provisions of the Companies Act,2013
Company had constituted the following Board Committees
2. |
Nomination and remuneration committee |
3. |
Stakeholder relationship committee |
4. |
Independent Director committee |
5. |
Share transfer committee |
The composition of all committees has been stated under corporate governance report as
an integral part of Annual Report.
18.) BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013, the Board has carried out an Annual
Performance Evaluation of its own performance, the Directors individually as well as
mutually evaluated their performance along with the performance of Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee. Various
aspects such as Composition, Attendance, Duties, Obligations, etc. have been evaluated
under this. The performance of the Directors was assessed individually and as a Whole.
19.) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS:
The particulars as required under the provisions of section 134(3) (m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have not been
furnished keeping in view the nature of activities undertaken by the company during the
year under review. Information required under section 134(3)(m) of the Companies Act, 2013
read with the Companies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988 is annexed in Annexure ‘A'and forms part of the report.
20.) REMUNERATION TO DIRECTORS:
The remuneration paid to Executive, Non-Executive and Independent Directors are
disclosed in the extract to the Annual Return in Form MGT-7.
21.) RISK MANAGEMNT POLICY:
Major concern to your Company is monsoon. Our customer list is still dominated by
pesticide majors. A good monsoon means good business for them which translate into large
orders for us. The management try to develop the Pharma Clientele which dilute the risk of
monsoon. Further that the competitive environment of the business, new technological up
gradation, financial and debts market position, credit cycle etc. are the other risks
involved, however, the company is forming strategies forehand
22.) VIGIL MECHANISM:
Company has vigil mechanism in force to deal with instance of fraud and mismanagement,
if any. The mechanism ensures that strict confidentiality is maintained whilst dealing
with the concern and also that no discrimination will be meted to any person for a
genuinely raised concern. The Chairman of the Audit Committee may also contacted by
employees to report any suspected or concerned incident of fraud/ misconduct.
23.) SECRETERIAL AUDIT:
The board has appointed CS Vishakha Agrawal, Practicing Company Secretary, to conduct
Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the
financial year ended March 31, 2023 is annexed herewith marked as Annexure II to this
Report. The Secretarial Audit Report does contain qualification, reservation or adverse
remark on formation of Financial Statements and Board will take action against it.
24.) COST AUDITOR
As per the requirement of the Central Government and pursuant to section 148 of the
Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended
from time to time, your company hereby confirms that the provisions of this section are
not applicable, hence your company need not required to appoint Cost Auditor for the
financial year 2022-23.
25.) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND
SECURITIES PROVIDED:
The company has not given any loan, done any investment or provided any guarantee under
Section 186 of the Companies Act, 2013.
26.) RELATED PARTY TRANSACTION:
There is no contract or agreement entered into by the company with related parties
referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013.
27.) DISCLOUSER UNDER THE SEXUAL HERASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND
REDRESSAL) ACT, 2013:
Unick Fix-a-form & Printers Limited is to provide the healthy environment to its
employees, the company has in place a prevention of the Sexual Harassment Policy and an
internal complaints committee as per the requirements of sexual harassment of women at
workplace (Prevention, Prohibition And Redressal) Act, 2013. The policy is available on
company's website:www.unickfix-a-form.com
28.) DECLARATON BY INDEPENDENT DIRECTORS:
Your company has received declaration from all the independent directors confirming
that they meet the criteria of independence as prescribed under the provisions of the
Companies Act, 2013 read with schedules and rules issued thereunder as well as Regulation
16(1) (b) of Listing Regulation (including any statutory modifications(s) or
re-enactment(s) for the time being in force).
29).DISCLOUSER REQUIREMENT:
As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock
exchanges, corporate governance report with auditors' certificate thereon and management
discussion and analysis are attached, which form part of this report. Details of the
familiarization programme of the independent directors are available on the website of the
Company www.unickfix-a-form.com During the year the company has not transferred any amount
to General reserve
30.) REMUNERATION POLICY:
In accordance of section 178 and other applicable provisions of companies Act 2013 read
with rules there under and applicable regulations of SEBI (Listing Obligation And
Disclosure) Requirements, 2015 the board has formulated the nomination and remuneration
policy of your company on the recommendations of nomination and remuneration committee;
the policy is available on company's website:www.unickfix-a-form.com
31.) CHANGE IN SHARE CAPITAL
During the financial year 2022-23, there was change in capital structure of the
company. The Authorised Capital was 6,00,00,000 is increased at present authorised capital
is 20,00,00,000 and Paid-up Share Capital was 5,48,50,000. Further that the Company:
(a) Has not allotted any shares with differential rights during the year, hence there
is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4) of
the Companies (Share Capital and Debenture) Rule, 2014.
(b) Has not allotted any sweat equity shares during the year, hence there has not been
anything to disclose under provisions of section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rule, 2014.
(c) Has not made any further issue of share capital during the year, hence there has
not been anything to disclose under provisions of section 62(1)(b) of the Act read with
Rule 12(2) of the Companies (Share Capital and Debenture) Rule, 2014.
32.) APPRECIATION:
Your Director wish to express their grateful appreciation to the continued co-operation
received from the Banks, Government Authorities, Customers, Vendor and Shareholders during
the year under review. Your Director also wish to place on record their deep sense of
appreciation for the committed service of the Executives, staff and workers of the Company
