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Unishire Urban Infra Ltd.

BSE: 537582 Sector: Infrastructure
NSE: N.A. ISIN Code: INE210P01015
BSE LIVE 15:13 | 03 Aug 5.78 -0.10
(-1.70%)
OPEN

5.98

HIGH

5.98

LOW

5.78

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5.98
PREVIOUS CLOSE 5.88
VOLUME 20000
52-Week high 7.30
52-Week low 5.78
P/E 192.67
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.98
CLOSE 5.88
VOLUME 20000
52-Week high 7.30
52-Week low 5.78
P/E 192.67
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Unishire Urban Infra Ltd. (UNISHIREURBAN) - Director Report

Company director report

To

The Shareholders

Your Directors present their 25th Annual Report on the working of yourCompany together with the Audited Accounts for the year ended March 31st2016.

Financial Performance

The summarized consolidated results of your Company are given in the table below:

Particulars

Financial Year Ended

March 31st 2016 March 31st 2015
Total Income 24178550 9798734
Profit/Loss before Interest Depreciation & Tax (EBIT) 1280895 1744116
Finance Charges 7237 3048
Depreciation and Amortization Expenses 822524 856354
Provision for Income Tax (includinq for earlier years) 206921 343027
Net Profit/(Loss) After Tax 251450 544735

*previous year figures have been regrouped/rearranged wherever necessary

Summary of Operations

During the year the net revenue from operations of your company declined by 48.37%from Rs. 887762for FY 2015 to Rs. 458371 for FY 2016 your Company's profit after taxstood at Rs. 251450 vis-a-vis Rs. 544735 in immediately preceding previous yearregistering a decline of 53.84 %.

Business Review/State of company's affairs

In Comparison the Indian Economy has certainly performed creditably compared to mostdeveloped market of the globe showing a positive year of Macro Economic Stability. Theeconomy has made progress but yet to show proportionate impact on your Company's line ofbusiness. There has been no respite from the global economic downturn. Your Company's lineof business reeled under heavy stress.

Industry Scenario

During the year under review your company enjoyed cordial relationship with employeesat all levels.

Outlook

The Outlook for the industry and the company looks bright and new markets in the globalarena are being developed by the company. The Company is also focusing on cost cutting andincreased productivity to enhance its competitiveness.

Transfer to Reserve

The Company proposes to carry Rs. 251450 to reserves.

Dividend

Your Directors are not recommending any dividend for FY 2015-16 with a view toconserve resources.

Capital/Finance

There was no change in the authorized and paid up share capital of the company duringthe FY 2015-16

Details of Subsidiary Companies

The Company is having two subsidiary Ratna Kamal Solutions Private Limited and FliegeRealtors Private Limited.

The Statement containing the salient features of the subsidiaries as per sub-section(3) of section 129 of the Companies Act 2013 in Form AOC-1 is herewith annexed asAnnexure-1 to this report.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of annual return is annexed asAnnexure-V

Board Evaluation

The Companies Act 2013 states that the performance evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of IndependentDirectors shall be done by the entire Board of Directors excluding Directors beingevaluated

A separate meeting of Independent Director's was also held to review the performanceof Non-Independent Directors performance of the Board as a whole and performance ofthe chairperson of the company.

Details of Board Meeting

Nine meetings of the Board of Directors were held during the year 2015-16. For detailsof the meetings of the board please refer to the Annexure-III- Corporate GovernanceReport which forms part of this report:

Audit Committee

The details pertaining to composition of audit committee are included in theAnnexure-III Corporate Governance Report which forms part of this report.

Nomination & Remuneration Committee

The details pertaining to composition of Nomination and remuneration Committee areincluded in the Annexure III Corporate Governance Report which forms part of this report.

Stakeholders Relationship Committee

The details pertaining to composition of Stakeholders Relationship Committee areincluded in the Annexure-III Corporate Governance report which forms part of this report.

Corporate Social Responsibility

The Company does not fall in the prescribed limit mentioned in the Companies Act 2013for the FY 2015-16 for constituting Corporate Social Responsibility (CSR) Committee

Details of Loans Given Investments Made and Guarantee Given Covered U/S 186 (4) of theCompanies Act 2013

During the Financial year 201 5-2016 the Company has not given any loans coveredunder the provisions of Companies Act 2013.

The Details of Investments made by company is given in the notes to the financialstatements

Director's Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures

b) The Directors had selected such accounting policies and applied them consistentlyand make judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities

d) The Directors had prepared the annual account on a going concernbasis and

e) The Directors in case of the listed company had laid down theinternal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively

f) The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Statutory Auditors their Report and notes to financial statements

In the last AGM held on 30th September 2015 M/s Arun Jain &Associates Chartered Accountants have been re-appointed as the StatutoryAuditors of the Company for a period of 3 years. Ratification ofappointment of Statutory Auditors is being sought from the members of the Company at theensuing AGM.

As required under the provisions of Section 141 of the Companies Act 2013 the Companyhas obtained a written Certificate from the above Auditors proposed to bere-appointed to the effect that their reappointment if made is inaccordance with the conditions specified in the said Section.

No qualification adverse remarks or disclaimer were made by the StatutoryAuditors with regard to the financial statements for the financial year 2015-16.

Internal

 

Auditor

The Company has appointed M/s. Mayur Thacker & Associates CharteredAccountants as its internal auditors for the financial year 2015-2016. The reports ofinternal auditors are discussed in the Audit Committee Meetings.

Cost Audit

As per the Cost Audit Orders Cost Audit is not applicable to theCompany.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Rupa Gupta Company Secretary (CP No.11691 ACS 29332) to undertake thesecretarial audit of the Company. Secretarial Audit Report is given inAnnexure to this Report. The report is self-explanatory and don't call for anyfurther comments.

Related Party Transactions

The detail of transaction entered into with the Related Parties are enclosed asAnnexure- IV

Human Resources

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. Your company thrust is on the promotion of talent internallythrough job rotation and job enlargement.

Risk Management

In terms of the requirement of the Act the Company has developed andimplemented the Risk Management Policy and the Audit Committee of the Board reviewsthe same periodically.

Remuneration Policy for Directors Key Managerial Personnel and other employees

This policy sets out the guiding principles for the Nomination RemunerationCommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the Company.

Significant and Material Order

Passed by the Regulators

There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and Company's operations.

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy framed to deal with instances of fraud andmismanagement if any. The details of the policy is explained in the Corporate GovernanceReport and also posted on the website of the company and the website is www.unishire.com .

Code of Conduct

The Board of Directors has approved the Code of Conduct which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe company. The Code lays down the standard procedure which is expected to be followed bythe Directors and Designated Employees in their business dealings and in particular onmatters relating to integrity in the work place. Prevention of Insider Trading

The Company has adopted a code of conduct for prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires reclearance for dealing in the Company's shares andprohibits the purchase or sale of company shares by the directors and thedesignated employees while in procession of unpublished price sensitive information inrelation to the company and during the period when the Trading window is closed. The Boardis responsible for implementation of the Code.

Directors and Key Managerial Personnel

During the year there was no changes in the composition of Board of Directors none ofthe directors have resigned during the year.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which are required to be transferred to InvestorEducation and Protection Fund (IEPF).

Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.

Management Discussion and Analysis

Management Discussion and Analysis report of the Company for year under review asrequired under Regulation 1 7 of Listing Regulation is given as a separate Statement inthe Annual Report. Annexure-II Material Changes

There are no material changes and commitments affecting the financial position of thecompany occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report.

Particulars of employees

None of the employee fall under the purview of the provisions provided under theSection 197 read with Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 whose details are required to be disclosed.

Listing

The shares of your company continued to be listed at Bombay Stock Exchange Limited.Listing fee has been paid for the financial year 2016-17.

Acknowledgement

The Board places on record its sincere appreciation for the continuedsupport from the relevant Government Authorities Promoters ShareholdersSuppliers Customers and other business associates for their strongsupport.

For and on Behalf of the Board
Unishire Urban Infra Limited
Date: 27-08-2016 Pratik K Mehta (DIN: 013806506)
Place: Kolkata Managing Director

ANNEXURE FORMING PART OF THE DIRECTORS' REPORT

A. CONSERVATION OF ENERGY

The Company uses electric energy for its equipment such as office equipment computerslighting and utilities in the work premises. As an ongoing process the following measuresare undertaken to conserve energy:

a) Implementation of viable energy saving proposals.

b) Installation of automatic power controllers to save maximum demand charges andenergy.

c) Training front-end operational personnel on opportunities of energy conservation.

d) Awareness and training sessions for maintenance personnel conducted by experts.

B. TECHNOLOGY ABSORPTION

The Company believes that technological obsolescence is a practical reality. Ourresearch activities will help us to prepare for future growth & opportunities. Ourobjective is to carry out applied research in the areas that are closely related torealization of the business objectives of the Company and seek to en cash availablebusiness opportunities.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and Outgo during the year under review and theprevious financial year.

For and on Behalf of the Board
Unishire Urban Infra Limited
Date: 27-08-2016 Pratik K Mehta (DIN: 013806506)
Place: Kolkata Managing Director

Annexure-1 Form AOC-I

(Pursuant to first proviso to sub-section 129 read with rule 5 of Companies(Accounts) Rules 2014) Statement containing salient of the financial statement ofsubsidiaries/associate companies/joint ventures

Part A: Subsidiaries

Name of the Subsidiary Share Capital Reserves & Surplus Total Assets Investments Turnover

% of Shareholding

Equity Share Capital Preference Share Capital
1. Ratna Kamal Solutions Pvt. Ltd 500000 0 500000 539000 Nil 99.80% Nil
2. Fliege Realtors Pvt. Ltd 500000 0 500000 539000 Nil 99.80% Nil

None of the above subsidiaries have been liquidated or sold during the year.

As per our report of even date For and on behalf of the Board of Director
For Arun Jain & Associates
Chartered Accountants
FRN. 325867E Pratik K Mehta Vinay K Mehta
Arun Kumar Jain Managing Director Non- Executive Director
Proprietor
ICAI Membership No. 053693 Ishita Tamret
Kolkata May 30 2016 Company Secretary & Compliance Officer