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Unishire Urban Infra Ltd.

BSE: 537582 Sector: Infrastructure
NSE: N.A. ISIN Code: INE210P01015
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VOLUME 210000
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P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 5.75
CLOSE 5.74
VOLUME 210000
52-Week high 7.01
52-Week low 4.00
P/E
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 Members

Your Directors have pleasure in presenting the 26th Annual Report of theCompany and the Audited Accounts for the year ended March 31st 2017.

Financial Summary

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

Particulars

Standalone

Consolidated

2016-17 2015-16 2016-17 2015-16
Total Income 43368520 24636922 43390438 24636922
Profit/Loss before Interest Depreciation & Tax (EBIT) 2626472 1280895 2629945 1280895
Finance Charges 6608 18732 7753 18732
Depreciation and Amortization Expenses 1533038 822524 1548578 822524
Provision for Income Tax (including for earlier years) 294489 206921 294489 206921
Net Profit/(Loss) After Tax 798945 251450 786878 251450

*previous year figures have been regrouped/rearranged wherever necessary

Financial Performance Consolidated

On Consolidated basis the total revenue was maintained at ' 43390438 as against '24636922 in Financial Year 2015-16. The Profit after Tax in FY17 was higher at ' 786878as compared to ' 251450 last year

Standalone

On Standalone basis the Operation Revenue stood ' 43368520 in Financial Year2016-17 as against ' 24636922 in Financial Year

2015-16. The Profit after Tax in FY 2017 was higher ' 798945 as compared to profit of' 251450 last year.

State of the affairs of the Company

Details of State of the Company's Affairs are given in the Management Discussion andAnalysis.

Dividend & Reserves

Your Directors did not recommend any dividend for the financial year 2016-17 and notproposed to carry any amount to reserves.

Change in the nature of the business

During the year under review there was no change in the nature of the business of theCompany Deposits

Your Company has not accepted any deposits from the public or shareholder during theyear nor has any unclaimed or unpaid deposits at the end of the financial year 2016-17.

Number of meetings of the Board

The Board met four (4) times during the financial year the details of which are givenin the Corporate Governance report that forms part of this Annual Report. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013and Listing Regulations.

Directors 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 for the financial year ended March 31st 2017 the applicable accounting standards had been followed along with properexplanation 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 March 31st2017 and of the 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 concern basis;

e) The Directors in case of the listed company had laid down the internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Declaration from Independent Directors

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015

Policy on Directors' Appointment and Remuneration {Sec 178(4)}

The Company had already constituted Nomination and Remuneration Committee as requiredunder Sub-Section (1) of Section 178 of the Companies Act 2013 comprising threeNon-Executive Directors. Mrs. Reena Jain Chairperson Mr. Suresh Kumar Patni and Mr.Vinay K Mehta Members of the Committee.

The Company has also formulated a Policy on directors' appointment and remunerationincluding criteria for determining qualifications positive attitudes independence of adirector and other matters provided under Section 178(3) of the Companies Act 2013 andthe same is annexed as Annexure-I with this report.

Board Evaluation

As per regulation 17(10) of the SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 the Board shall monitor and review the Board evaluation framework. TheCompanies Act 2013 states that the performance evaluation needs to be made by the Boardof its own performance and that of its committees and individual directors. Schedule IV ofthe Companies Act 2013 states that the performance evaluation of Independent Directorsshall be done by the entire Board of Directors excluding Directors being evaluated.

The evaluation of all the directors and the Board as a whole was conducted by the Boardbased on the criteria and framework generally followed in the industry.

None of the Independent Directors are due for re-appointment.

Directors and Key Managerial Personnel Re-appointment

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of your Company Mr. Vinay K Mehta Director would retire by rotation at theensuing Annual General Meeting and being eligible for re-appointment.

Auditors

Statutory Auditors

In terms of Section 139 of the Companies Act 2013 M/s Arun Jain & AssociatesChartered Accountants (Regn. No. 325867E) Kolkata were appointed by the members in its23rd Annual General Meeting held on September 30th 2014 asStatutory Auditors of the Company for a period of five years. A Resolution forratification of their appointment as Statutory Auditors is proposed in the notice callingthe Annual General Meeting.

The Auditors' Report for the Financial Year 2016-17 does not contain any qualificationreservation or adverse remark or disclaimer. The Auditors' Report is enclosed with thefinancial statements in this Annual Report.

Secretarial Auditor

The Board has appointed Mrs. Rupa Gupta Practicing Company Secretary (CP No. 11691) toConduct Secretarial audit of the Company for the financial year 2016-17 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark or disclaimer. TheSecretarial Audit Report for the financial year 2016-17 forms part of the Annual Report asAnnexure-II to the Board Report.

Internal Auditor

The Board has appointed M/s. Jaiswal Akash & Co Chartered Accountants (FRN:328324E) as its internal auditors for the financial year 2016-2017. The reports ofinternal auditors are discussed in the Audit Committee Meetings.

Compliance Certificate on Corporate Governance

As required by the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 the auditors' certificate on corporate governance is enclosed as Annexure-IIIto the board's report.

Internal Financial Controls

Your Company has in place adequate internal financial controls with reference tofinancial statements and such internal financial controls are adequate and are operatingeffectively.

Risk Management

Your Company has taken necessary steps for risk management including identifying riskwhich may threaten the existence/ Operations of the Company.

Corporate Governance

Report of Corporate Governance along with the certificate of the Auditors confirmingcompliance of condition of Corporate Governance as stipulated under Schedule V of the SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 forming part of theAnnual Report.

Management Discussion and Analysis

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) of the Listing Regulations is presented in a separate sectionunder the head "Management Discussion and Analysis" forming part of the AnnualReport.

Audit Committee

The Audit committee comprises two Independent Directors namely Mr. Suresh Kumar Jain& Mrs. Reena Jain and one Non-executive Director Mr. Vinay K Mehta as member of theCommittee. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism/Whistle Blower Policy

The Company has set up a Vigil Mechanism which also incorporates a whistle blowerpolicy in terms of the Listing Regulations. Protected disclosures can be made by a whistleblower through e-mail or dedicated telephone no. or a letter through to the VigilanceOfficer or to the Chairman of the Audit Committee. The policy on vigil mechanism andwhistle blower policy may be accessed on the Company's website at the www.unishire.com

During the year under review no protected disclosures were made by the whistleblowers.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act 2013 are not applicable to yourCompany.

Consolidated Financial Statement

In accordance with the Companies Act 2013 and applicable Accounting Standards (AS)the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries

A statement containing the salient features of the financial statement of oursubsidiaries companies as per Companies Act 2013 in the prescribed Form AOC-1 isappended as Annexure-IV to the Board's Report.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on our websitewww.unishire.com.

The Policy of determining material subsidiaries as approved may be assessed on theCompany's website at http://www.unishire.com/code-conduct.

Particulars of Loans Guarantees and Investments

During the year under review your company neither gave any Loans guarantees nor madeinvestments which are covered under Section 186 of the Companies Act 2013.

Material Changes and Commitments

There were no Material Changes and Commitments affecting Financial Position between theend of financial year and Date of the Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure-Vto this Report.

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

Particulars of Contracts or Arrangements with Related Parties

Particulars of Contracts or Arrangements with Related Parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed as Annexure-VIto the Board report.

Particulars of Employees and Related Disclosure

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and amendmentthereto is enclosed as Annexure-VII.

The remuneration paid to all the Key Managerial Personnel was in accordance withremuneration policy adopted by the Company.

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3)of Rules a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules should be provided in theAnnual Report. None of the Company's employees were covered by the disclosurerequirements.

Conservation of Energy Technological Absorption and Foreign Exchange Earnings andOutgo

The Particulars relating to conservation of energy technological absorption foreignexchange earnings and outgo as required under Section 134(3)(m) is annexed as Annexure-VIIIto this report.

Details of Significant and Material Orders passed by the Regulators

No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operations in future.

Listing

The equity shares of the Company is listed and traded on the Bombay Stock Exchange. Thelisting fees to the stock exchange for the year

2017-18 have been paid.

Registrar and Share Transfer Agent

Purva Sharegistry (India) Pvt. Ltd is Company's Registrars and Share Transfer Agent(RTA) as common agency both for physical and demat shares as required under theSecurities Contract (Regulation) Act 1956. The contact details of RTA forms part of theCorporate Governance Report.

Green Initiative

Your Company started a sustainability initiative with the aim of going green andminimizing our impact on the environment. We are publishing only the statutory disclosurein the print version of Annual Report. Additional information is available on our websitewww.unishire.com.

Electronic copies of the Annual Report 2016-17 along with Notice of the 26thAnnual General Meeting are sent to the members whose email addresses are registered withthe Company/RTA/Depository Participant(s). For members who have not registered their emailaddresses physical copies of Annual Report 2016-17 and Notice of 26th AnnualGeneral Meeting are sent in the permitted mode. Members required physical copies can senda request to the Company.

Acknowledgement

The Board places on record its sincere appreciation for the continued support from therelevant Government Authorities Promoters Shareholders Suppliers Customers and otherbusiness associates for their strong support.

For and on behalf of the Board
Unishire Urban Infra Limited
Pratik K. Mehta
Date: May 30th 2017 (DIN: 01386506)
Place: Kolkata Managing Director