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Mr. Ashish Goel

Mr. Ashish Goel is a Commerce Graduate and also have diploma in Mechanical Engineering. He has 6 years experience of working with leading brokerage houses namely India Bulls Securities Limited and India Infoline Limited.

Mr. Vikas Munjal

Mr. Vikas Munjal has 5 years work experience in managing and running travel agency and also has experience of handling domestic and international package, air tickets, cruises etc.

Mr. Satish Kumar Gupta

Mr. Satish Kumar Gupta has vast 16 years working experience in the service sector and 21 years experience in the Business. He has worked in the field of sales and services of different products like IT, Office Automation and other varied kind of products.

Mr. Rakesh Wadhawan

Mrs. Rakesh Wadhawan has 20 Years Experience in the Business. He also has expertise in the Event Management and Marketing.

Mrs. Geetanjali Bansal

Mrs. Geetanjali Bansal has 5 years experience in corporate sector as a Manager.

Mr. Sanjeev Pahwa

Mr. Sanjeev Pahwa is a Graduate and has a vast 30 years experience in business. He has worked in sales strategies and marketing plans to optimize sales.


The Audit committee of Unimode Overseas Limited comprises of following three members, two of which are independent director.

Member Director Category
Geetanjali Bansal (Chairperson) Independent Director
Mr. Rakesh Wadhawan Independent Director
Mr. Vikas Munjal Executive Director


Company Secretary shall act as the Secretary of the Committee.


The Committee shall meet at least four times a year and not more than one hundred and twenty days shall elapse between two meetings.

A. The role of the audit committee shall include the following:
  • oversight of the listed entity´s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
  • recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
  • approval of payment to statutory auditors for any other services rendered by the statutory auditors;
  • reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval with particular reference to:
  • matters required to be included in the director´s responsibility statement to be included in the board´s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
  • changes, if any, in accounting policies and practices and reasons for the same;
  • major accounting entries involving estimates based on the exercise of judgment by management;
  • significant adjustments made in the financial statements arising out of audit findings;
  • compliance with listing and other legal requirements relating to financial statements;
  • disclosure of any related party transactions;
  • modified opinion(s) in the draft audit report;
  • reviewing, with the management, the quarterly financial statements before submission to the board for approval;
  • reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
  • reviewing and monitoring the auditor´s independence and performance, and effectiveness of audit process;
  • approval or any subsequent modification of transactions of the listed entity with related parties;
  • scrutiny of inter-corporate loans and investments;
  • valuation of undertakings or assets of the listed entity, wherever it is necessary;
  • evaluation of internal financial controls and risk management systems;
  • reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
  • reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
  • discussion with internal auditors of any significant findings and follow up there on;
  • reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
  • discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
  • to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
  • to review the functioning of the whistle blower mechanism;
  • approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
  • Carrying out any other function as is mentioned in the terms of reference of the audit committee.
B. The audit committee shall mandatorily review the following information:
  • management discussion and analysis of financial condition and results of operations;
  • statement of significant related party transactions (as defined by the audit committee), submitted by management;
  • management letters / letters of internal control weaknesses issued by the statutory auditors;
  • internal audit reports relating to internal control weaknesses; and
  • the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
  • statement of deviations:
  • quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
  • annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).


The Nomination and Remuneration Committee of M/S Unimode Overseas Limited comprises of following three members, two of which are independents directors.

Member Director Category
Mrs. Geetanjali Bansal (Chairperson) Independent Director
Mr. Rakesh Wadhawan Independent Director
Mr. Satish Kumar Gupta Non-Executive Director


Company Secretary shall act as the Secretary of the Committee.

  • formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
  • formulation of criteria for evaluation of performance of independent directors and the board of directors;
  • devising a policy on diversity of board of directors;
  • identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
  • whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.


The Risk Management committee of Unimode Overseas Limited comprises of following three members.

Member Director Category
Mr. Satish Kumar Gupta ( Chairman) Non-Executive Director
Mr. Ashish Goel Executive Director
Mr. Vikas Munjal Executive Director

1. To assist the Board in the execution of its responsibility for the governance of Risk, the Committee shall be charged with the following general      responsibilities:
  • To assist the Board in setting risk strategy policies, including annually agreeing risk tolerance and appetite levels, in liason with management and in the discharge of its duties relating to corporate accountability and associated risk in terms of management assurance and integrated reporting;
  • to ensure that an appropriate policy and plan for a system of risk management is developed by management, approved by the Board and distributed throughout the UOL; to annually review, assess the quality, integrity and effectiveness of the risk management plan and systems and ensure that the risk policies and strategies are effectively managed by management and that risks taken are within the agreed tolerance and appetite levels;
  • to review and assess the nature, role, responsibility and authority of the risk management function within the UOL and outline the scope of risk management work;
  • to ensure that the UOL has implemented an effective ongoing process to identify risk, to measure its potential impact against a broad set of assumptions and then to activate what is necessary to pro-actively manage these risks, and to decide the UOL’s appetite or tolerance for risk. A framework and process to anticipate unpredictable risks should also be implemented;
  • to ensure that a systematic, documented assessment of the processes and outcomes surrounding key risks is undertaken at least annually. This assessment should as a minimum cover risks affecting the income streams of the UOL, IT risks, the critical dependencies of the business., the sustainability and the legitimate interest and expectations of shareholders; A framework and process to anticipate unpredictable;
  • to oversee formal reviews of activities associated with the effectiveness of risk management and internal control processes. A comprehensive system of control should be established to ensure that risks are mitigated and that the UOL’s objectives are attained;
  • to review processes and procedures to ensure the effectiveness of internal systems of control so that decision-making capability and accuracy of reporting and financial results are always maintained at an optimal level;
  • to monitor external developments relating to the practice of corporate accountability and the reporting of specifically associated risk, including emerging and prospective impacts; and
  • to provide an independent and objective oversight and view of the information presented by management on corporate accountability and specifically associated risk, also taking account of reports by management and the Audit Committee to the Board on all categories of identified risks facing the UOL.
2. The Committee shall in particular be charged with the following responsibilities:
  • to review the risk philosophy, strategy, policies and risk tolerance and appetite recommended by management. The Committee will ensure compliance with such policies in accordance with the overall risk profile of the UOL. Risk in the widest sense, i.e. enterprise-wide risk, will be considered by the Committee;
  • to review management reports detailing the adequacy and overall effectiveness of risk management, its implementation by management, reports on internal control and any recommendations and confirm that appropriate action has been taken;
  • to review key risk areas and key performance indicators of the UOL, and monitor these factors as part of a regular review of processes and procedures to ensure the effectiveness of its internal systems of control;
  • to review the risk bearing capacity of the UOL in light of its reserves, insurance coverage, guarantee funds or other such financial structures;
  • to assist the Board in its responsibility for disclosure in relation to risk management in the annual report, and acknowledgement that it is accountable for the risk management function;


The stakeholders relationship committee of Unimode Overseas Limited comprises of following three members.

Member Director Category
Mr. Satish Kumar Gupta (Chairperson) Non-Executive Director
Mr. Vikas Munjal Executive Director
Mr. Ashish Goel Executive Director


Company Secretary shall act as secretary of the Committee.


The key responsibilities of the Stakeholders Relationship Committee include the following:

  • Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;
  • Redressal of shareholders and investor complaints/ grievances e.g. transfer of shares, non receipt of balancesheet, non receipt of declared dividend etc.;
  • To approve, register, refuse to register transfer / transmission of shares and other securities ;
  • To sub-divide, consolidate and / or replace any share or other securities certificate(s) of the Company;
  • To authorise affixation of common seal of the Company;
  • To issue duplicate share other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;
  • To approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;
  • To dematerialize or rematerialize the issued shares;
  • To further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).
  • The Committee may invite other Directors / Officers of the Company to attend the meetings of the Committee as 'Invitees' from time to time as and when required.
  • Minutes of the stakeholders relationship Committee are placed before the Board in its subsequent meeting.


Member Director Category
Mrs. Geetanjali Bansal (Chairperson) Independent Director
Mr. Rakesh Wadhawan Independent Director

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