To,
The Members
UNICK FIX-A-FORM AND PRINTERS LIMITED
The Directors of the Company feel amiable in presenting 32ndAnnual Report of
the Company Along with the Audited Statement of Accounts and Auditors' Report for the
Financial Year ended 31st, March, 2024.
1.) FINANCIAL PERFORMANCE:
Particulars |
Current Year (F.Y. 2023-24) |
Previous Year (F.Y. 2022-23) |
Revenue from operations |
5581.45 |
6617.11 |
Other Income |
64.28 |
51.14 |
Total Revenue |
5645.73 |
6668.25 |
Expenses (Other than finance cost) |
5607.43 |
6131.22 |
Finance cost |
222.49 |
238.15 |
Total expenses |
5384.94 |
6369.37 |
Profit before tax |
260.79 |
298.87 |
Less : Current tax |
45.32 |
55 |
Deferred tax |
19.88 |
19.73 |
Profit/Loss after tax |
195.59 |
224.14 |
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 2023-24, the revenue of the Company has decrease
from Rs. 6668.25lacs to Rs. 5645.73lacs it shows that the revenue of the Company decreased
by 15.33% approx. as compared to previous financial year 2022-23.
Expenses: In Financial Year ended 31 March, 2024, the expense of the Company is
decreased from Rs. 6369.38lacs to Rs. 5384.94lacs as compared to the previous financial
year ended on 31 March, 2024. And the finance cost of the Company is decreased by Rs.
15.66Lacs as compared to the previous financial year 2022-23.Net Profit of the company
decreased by Rs. 38.08Lacs as compared to the previous financial year 2022-23.
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 2023-24.
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 2023-24 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, 2024, 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, 2024 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 Previous Auditors - M/s. G.M.C.A. & Co, Chartered Accountants, Ahmedabad (Firm
Registration No. 109850W) who resigns office on mid of the year and they have expressed
their unwillingness to continue as the Statutory Auditors of the Company from the
conclusion of the ensuing Annual General Meeting to be held on 30 September, 2024. As
such, the Board of Directors of your Company based on the recommendation of the Audit
Committee, have approved the proposal for appointment of M/s. Ashok P Patel& Co,
Chartered Accountants, Ahmedabad (Firm Registration No. 112843W), as Statutory Auditors of
the Company on 01st July, 2024 to hold office for a period of 5 years from the
conclusion of the 32nd Annual General Meeting, subject to the approval of the
Members of the Company at the ensuing Annual General Meeting. The Notice of AGM contains a
business to this effect for your approval. The Board of Directors wishes to place on
record its appreciation of the guidance and support ably provided by M/s. GMCA& Co.
during their tenure as the Statutory Auditors of the Company.
The G.M.C.A & Co., Chartered Accountants had conducted the Statutory Audit for the
year 2023
24. There are no qualifications or adverse remarks in the Auditors' Report which
require any clarification/ explanation. The Notes on financial statements are
self-explanatory, and needs no further explanation. Further the Auditors' Report for the
financial year ended, 31 March, 2024 is annexed herewith for your kind perusal and
information
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, 2024 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.
Name |
Designation |
Executive /Non- Executive |
1. Mr. Bhupen Navnit Vasa |
Managing Director |
Executive |
2. Mr. Hemen NavnitVasa |
Whole time Director |
Executive |
3. Mr. Priyank Hemen Vasa |
Whole time Director |
Executive |
4. Mrs. Jyotiben Rajeshbhai Solanki |
Independent Director |
Non Executive |
5. Mr. Purushottam Jagannath Bhide |
Independent Director |
Non Executive |
6. Ms. KhushiRajendra Bhatt |
Independent Director |
Non Executive |
7. *Ms. Apexa Ajaykumar Panchal |
Independent Director |
Non Executive |
*Ms. Apexa Ajaykumar Panchal appoint as an Independent Director of the company w.e.f.
14thAugust, 2023.
16.) MEETINGS OF BOARD:
Date of the Meeting |
Members Present |
22ndMay, 2023 |
7 |
22nd June, 2023 |
7 |
14th August, 2023 |
7 |
28thOctober,2023 |
7 |
31st January, 2024 |
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
1. Audit committee |
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 2023-24. The Secretarial Audit Report for the
financial year ended March 31, 2024 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 2023-24.
25. ) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND
SECURITIES PROVIDED:
During the period under review, all related party transactions entered were on an arm's
length basis and were in the ordinary course of business. There are no materially
significant related party- transactions as per the provisions of section 188 of the
Companies Act, 2013 made by the Company with Promoters, Directors, KMPs or other
designated persons or their relatives which may have a potential conflict with the
interest of the Company at large. Since, there is no material related party transactions
in the company which are not on arms length basis. Therefore, the company is not required
to annex Form AOC-2 with this report.
Separate disclosure as per Regulation 34(3) of SEBI (LODR) Regulations, 2015 is made in
the notes to the accounts attached with the financial statement, therefore not reproduced
here under. The policy on Related Party Transactions duly approved by the Board has been
posted on the Company's websitewww.unickfix-a-form.com
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:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under section 149(6)
of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and
formed an opinion that all the independent directors meet the criteria of independence as
required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015. All the Independent Directors have also registered themselves with Independent
Directors' Databank. Your Board would like to inform that, the second term of five years
of Mr. Purushottam Jagannath Bhide the Independent Directors has been complete from the
closure of the business hours of this AGM which will held on 30.09.2024.
Mr. Kinnar Manishkumar Shah (DIN: 10711614) and Ms. Akansha Sisodiya (DIN: 10718613)was
appointed as an Additional Director in category of the Non-Executive Independent Director
by the
Board on 31st July, 2024 for first term of 5 (five) years subject to
confirmation by shareholders in next general meeting or three months from the date of
appointment, whichever is earlier.
The Board recommends and confirms the appointment of the Independent Director at
ensuing 32ndAGM as set out in the Notice of the Meeting to be held on 30th
September, 2024. Other than that, during the year under review, the company has not
appointed any other Independent Director.
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 2023-24, there was no change in capital structure of the
company. The Authorised Capital is ? 20,00,00,000 and Paid-up Share Capital was t
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. ) CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Code, inter alia, lays down the procedures to be followed by designated persons while
trading/dealing in Company's shares and sharing Unpublished Price Sensitive Information
("UPSI"). The Code covers Company's obligation to maintain a digital database,
mechanism for prevention of insider trading and handling of UPSI, and the process to
familiarize with the sensitivity of UPSI. Further, it also includes code for practices and
procedures for fair disclosure of unpublished price sensitive information which has been
made available on the Company's website atwww.unickfix-a- form.com
33. ) PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E- VOTING AT
THE AGM:
Your Company is providing E-voting facility as required under section 108 of the
Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration)
Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/ OVAM
and no physical meeting will be held and your company has make necessary arrangements with
CDSL to provide facility for e-voting including remote e-voting. The details regarding
e-voting facility are being given with the notice of the Meeting.
34. ) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
During the Financial Year, no frauds were reported by auditors in terms of section
143(12) of the Companies Act, 2013.
35. ) GENERAL:
Your Directors state that during the year under review:
(a) The Company has complied with the applicable Secretarial Standards under the
Companies Act, 2013.
(b) There have been no material changes and commitments affecting the financial
position of the Company which have occurred between financial year ended on 31stMarch,
2024, to which the financial statements relate and the date of this report.
(c) Your Company has not declared and approved any Corporate Action viz buy back of
securities, issuance of bonus shares, right shares of issuance of securities on
preferential basis mergers and de-mergers, split and issue of any securities and has not
failed to implement or complete the Corporate Action within prescribed timelines.;
(d) There were no revisions in the Financial Statement and Board's Report.
(e) The company has not filed any application or there is no application or proceeding
pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year
under review.
(f) There is no requirement to conduct the valuation by the Bank and Valuation done at
the time of one-time Settlement during the period under review.
(g) There are no voting rights exercise by any employee of the Company pursuant to
section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules,
2014.
36.) 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
Date : 31.07.2024 |
5 |
Place : Changodar |
For Unick Fix-A-Form & Printers Ltd |
|
Sd/- |
|
Bhupen Navnit Vasa |
|
(Managing Director) |
|
(DIN 00150585) |