General information about company | |
| Scrip code | 544227 |
| NSE Symbol | UNIECOM |
| MSEI Symbol | NOTLISTED |
| ISIN | INE00U401027 |
| Name of the entity | UNCOMMERCE ESOLUTIONS LIMITED |
| Date of start of financial year | 01-04-2024 |
| Date of end of financial year | 31-03-2025 |
| Reporting Quarter | Quarterly |
| Date of Report | 31-12-2024 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
Annexure I | |||||||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | |||||||||||||||||
| 1 | Mr | Kapil Makhija | AKTPM7276K | 07916109 | Executive Director | Not Applicable | CEO-MD | 26-08-1981 | |||||||||||||||||
| 2 | Mr | Bharat Venishetti | AFQPV6300R | 08317416 | Non-Executive - Nominee Director | Not Applicable | 14-07-1983 | ||||||||||||||||||
| 3 | Mr | Manoj Kumar Kohli | AAAPK9079P | 00162071 | Non-Executive - Independent Director | Chairperson | 03-12-1958 | ||||||||||||||||||
| 4 | Mr | Kunal Bahl | AFXPB7749F | 01761033 | Non-Executive - Nominee Director | Not Applicable | 23-08-1983 | ||||||||||||||||||
| 5 | Mr | Rohit Kumar Bansal | ALMPB9018Q | 01884522 | Non-Executive - Nominee Director | Not Applicable | 02-05-1983 | ||||||||||||||||||
| 6 | Mr | Kasaragod Ullas Kamath | ACNPK9912A | 00506681 | Non-Executive - Independent Director | Not Applicable | 01-01-1963 | ||||||||||||||||||
| 7 | Ms | Sairee Chahal | ADZPC1775C | 00333336 | Non-Executive - Independent Director | Not Applicable | 28-07-1976 | ||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||||
| Sr | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | ||||||||||||||||||||
| 1 | No | Active | |||||||||||||||||||||||
| 2 | No | Active | |||||||||||||||||||||||
| 3 | No | Active | |||||||||||||||||||||||
| 4 | No | Active | |||||||||||||||||||||||
| 5 | No | Active | |||||||||||||||||||||||
| 6 | No | Active | |||||||||||||||||||||||
| 7 | No | Active | |||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||||
| Sr | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN | ||||||||||||||
| 1 | NA | 12-09-2017 | 11-09-2022 | 1 | 0 | 2 | 0 | ||||||||||||||||||||
| 2 | NA | 18-03-2019 | 12-07-2019 | 1 | 0 | 0 | 0 | ||||||||||||||||||||
| 3 | NA | 06-12-2023 | 06-12-2023 | 12.26 | 3 | 3 | 0 | 0 | |||||||||||||||||||
| 4 | NA | 06-12-2023 | 2 | 1 | 1 | 0 | |||||||||||||||||||||
| 5 | NA | 06-12-2023 | 1 | 0 | 0 | 0 | |||||||||||||||||||||
| 6 | NA | 06-12-2023 | 06-12-2023 | 12.26 | 2 | 2 | 3 | 2 | |||||||||||||||||||
| 7 | NA | 06-12-2023 | 06-12-2023 | 12.26 | 1 | 1 | 2 | 1 | |||||||||||||||||||
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00506681 | Kasaragod Ullas Kamath | Non-Executive - Independent Director | Chairperson | 06-12-2023 | ||
| 2 | 00333336 | Sairee Chahal | Non-Executive - Independent Director | Member | 06-12-2023 | ||
| 3 | 07916109 | Kapil Makhija | Executive Director | Member | 06-12-2023 | ||
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00333336 | Sairee Chahal | Non-Executive - Independent Director | Chairperson | 06-12-2023 | ||
| 2 | 00506681 | Kasaragod Ullas Kamath | Non-Executive - Independent Director | Member | 06-12-2023 | ||
| 3 | 01761033 | Kunal Bahl | Non-Executive - Nominee Director | Member | 06-12-2023 | ||
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00333336 | Sairee Chahal | Non-Executive - Independent Director | Chairperson | 06-12-2023 | ||
| 2 | 07916109 | Kapil Makhija | Executive Director | Member | 06-12-2023 | ||
| 3 | 01761033 | Kunal Bahl | Non-Executive - Nominee Director | Member | 06-12-2023 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00506681 | Kasaragod Ullas Kamath | Non-Executive - Independent Director | Chairperson | 06-12-2023 | ||
| 2 | 07916109 | Kapil Makhija | Executive Director | Member | 06-12-2023 | ||
| 3 | 01884522 | Rohit Kumar Bansal | Non-Executive - Nominee Director | Member | 06-12-2023 | ||
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00333336 | Sairee Chahal | Non-Executive - Independent Director | Chairperson | 06-12-2023 | ||
| 2 | 07916109 | Kapil Makhija | Executive Director | Member | 06-12-2023 | ||
| 3 | 01884522 | Rohit Kumar Bansal | Non-Executive - Nominee Director | Member | 06-12-2023 | ||
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
| 1 | 01761033 | Kunal Bahl | IPO Committee | Non-Executive - Nominee Director | Member | Textual Information(1) |
| 2 | 00162071 | Manoj Kumar Kohli | IPO Committee | Non-Executive - Independent Director | Member | Textual Information(2) |
| 3 | 00506681 | Kasaragod Ullas Kamath | IPO Committee | Non-Executive - Independent Director | Member | Textual Information(3) |
| 4 | 07916109 | Kapil Makhija | IPO Committee | Executive Director | Member | Textual Information(4) |
Other Committee Text Block | |
| Textual Information(1) | There is no regular chairperson for the IPO committee meeting; the members present in the meeting will select a chairperson. |
| Textual Information(2) | There is no regular chairperson for the IPO committee meeting; the members present in the meeting will select a chairperson. |
| Textual Information(3) | There is no regular chairperson for the IPO committee meeting; the members present in the meeting will select a chairperson. |
| Textual Information(4) | There is no regular chairperson for the IPO committee meeting; the members present in the meeting will select a chairperson. |
Annexure 1 | ||||||||
Annexure 1 | ||||||||
III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 06-07-2024 | Yes | 7 | 7 | 3 | |||
| 2 | 11-07-2024 | 4 | Yes | 7 | 7 | 3 | ||
| 3 | 15-07-2024 | 3 | Yes | 7 | 7 | 3 | ||
| 4 | 30-07-2024 | 14 | Yes | 7 | 7 | 3 | ||
| 5 | 08-08-2024 | 8 | Yes | 7 | 7 | 3 | ||
| 6 | 30-08-2024 | 21 | Yes | 7 | 7 | 3 | ||
| 7 | 28-10-2024 | 58 | Yes | 7 | 7 | 3 | ||
| 8 | 11-11-2024 | 13 | Yes | 7 | 7 | 3 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 11-07-2024 | Yes | 3 | 3 | 2 | 0 | |||
| 2 | Audit Committee | 15-07-2024 | 3 | Yes | 3 | 3 | 2 | 0 | ||
| 3 | Audit Committee | 30-07-2024 | 14 | Yes | 3 | 3 | 2 | 0 | ||
| 4 | Audit Committee | 30-08-2024 | 30 | Yes | 3 | 3 | 2 | 0 | ||
| 5 | Audit Committee | 28-10-2024 | 58 | Yes | 3 | 3 | 2 | 0 | ||
| 6 | Audit Committee | 11-11-2024 | 13 | Yes | 3 | 3 | 2 | 0 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 7 | Nomination and remuneration committee | 30-08-2024 | Yes | 3 | 3 | 2 | 0 | |||
| 8 | Corporate Social Responsibility Committee | 28-10-2024 | 58 | Yes | 3 | 3 | 1 | 0 | ||
| 9 | Other Committee | 16-07-2024 | IPO Committee | Yes | 4 | 4 | 2 | 0 | ||
| 10 | Other Committee | 31-07-2024 | 14 | IPO Committee | Yes | 4 | 4 | 2 | 0 | |
| 11 | Other Committee | 05-08-2024 | 4 | IPO Committee | Yes | 4 | 4 | 2 | 0 | |
| 12 | Other Committee | 08-08-2024 | 2 | IPO Committee | Yes | 4 | 4 | 2 | 0 | |
| 13 | Other Committee | 09-08-2024 | 0 | IPO Committee | Yes | 4 | 4 | 2 | 0 | |
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | No | The members of the Audit Committee and Board, at its meetings held on June 25, 2024 approved the related party transactions for the financial year 2024-25. However, during the later half of the year, there was an increase in the business operations of AceVector Limited - Holding Company, for which related party transactions were facilitated for the ease of operations, which consequently lead to exceeding the aforesaid limits of the related parties. Keeping in view of the aforesaid and as allowed under the provisions of regulation 23(f) of SEBI LODR, the ratification of the Audit Committee and the Board was obtained at its meetings held on January 31, 2025 respectively for the exceeded limits of the related party transactions. |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | NA | |
Annexure 1 | ||
VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Kapil Makhija |
| 2 | Designation | CEO |
Details of Cyber security incidence | ||
| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr. | Date of the event | Brief details of the event |
Signatory Details | |
| Name of signatory | Kapil Makhija |
| Designation of person | Managing Director |
| Place | Gurugram |
| Date | 14-02-2025 |