You are here » Home » Companies » Company Overview » Unisys Software and Holding Industries Ltd

Unisys Software and Holding Industries Ltd.

BSE: 531831 Sector: IT
NSE: N.A. ISIN Code: INE200B01016
BSE LIVE 14:19 | 07 Aug 22.60 -0.40
(-1.74%)
OPEN

22.60

HIGH

22.60

LOW

22.60

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 22.60
PREVIOUS CLOSE 23.00
VOLUME 25
52-Week high 46.90
52-Week low 22.55
P/E 565.00
Mkt Cap.(Rs cr) 52
Buy Price 0.00
Buy Qty 0.00
Sell Price 22.60
Sell Qty 5.00
OPEN 22.60
CLOSE 23.00
VOLUME 25
52-Week high 46.90
52-Week low 22.55
P/E 565.00
Mkt Cap.(Rs cr) 52
Buy Price 0.00
Buy Qty 0.00
Sell Price 22.60
Sell Qty 5.00

Unisys Software and Holding Industries Ltd. (UNISYSSOFT) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the 24th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2016.

(Rs. in Lac)

Financial Results Year Ended 31.03.2016 Year Ended 31.03.2015
Gross Revenue for the year 45779.23 47645.27
Profit before Tax & Extraordinary Items 13.32 70.24
Less : Provision for Taxation (Including Deferred Tax) 4.12 32.95
Profit afterTax 9.20 37.29
Add : Prior Period Adjustments 0.48 32.45
Less : Transfer to General Reserves 1.74 7.46
Add : Profit brought forward from Previous Year 453.36 391.08
Balance carried forward 460.34 453.36

OVERVIEW OF ECONOMY

India continues to remain a bright spot in the otherwise bleak global economic forecastof the International Monetary Fund (IMF). India will be the fastest growing major economyin 2016-17 growing at 7.5% ahead of China at a time when global growth is facingincreasing downside risks as per the World Economic outlook released by the IMF.

India’s growth will continue to be driven by private consumption which hasbenefited from lower energy prices and higher real incomes IMF said adding that"With the revival of sentiment and pickup in industrial activity a recovery ofprivate investment is expected to further strengthen growth." India expects to growin a wide range of 7-7.75% in 2016-17 as against a projected 7.6% growth in 2015-16.

OVERALL PERFORMANCE & OUTLOOK

Gross revenue from operations during the year stood at Rs. 45779.23 lac in comparisonto last years’ revenue of Rs. 47645.27 lac whereas Net Profit from after tax stoodat Rs. 8.72 lac in comparison to last years’ profit of Rs. 37.29 lac.

Outlook for coming financial year seems to be very challenging due to increasedcompetition import of cheap IT/ Mobile products from China and lack of demand in themarket. On capital market front rising in volatility and lack of retail investor’sparticipation may be a cause of concern for the company.

DIVIDEND AND RESERVES

Due to decline in profit and in order to conserve resources to meet the working capitalrequirements your Directors do not propose any dividend for the year under review.

During the year under review sum of Rs. 1.745 lac were transferred to GeneralReserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2016 was Rs. 23.0002 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2016 none of the Directors and/orKey Managerial Person of the Company hold instruments convertible into Equity Shares ofthe Company.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company’s state of affairs profits/(loss) and cash flows for the yearended 31st March 2016.

The Company continues to focus on judicious management of its working capital.Receivables Stock-in-Trade and other working capital parameters were kept under strictcheck through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of Listing Regulations during the financial year were in theordinary course of business and on an arm’s length pricing basis and do not attractthe provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder arenot attracted and thus disclosure in form AOC-2 in term of Section 134 of Companies Act2013 is not required. Further there are no materially significant transactions withrelated parties during the financial year which were in conflict with the interest of theCompany. Suitable disclosure as required by the Accounting Standards (AS18) has been madein the notes to the Financial Statements. The policy on Related Party Transactions asapproved by the Board is uploaded on the Company’s website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Regulation 34 of Listing Regulations the Management Discussion andAnalysis is annexed and forms part of the Directors’ Report.

MANAGEMENT

There is no change in Management of the Company during the year under review.

DIRECTORS

During the year under review there is no change in composition of Board of Directorsof the Company.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of Listing Regulations.

Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board’s Report.Further Section 152 of the Act provides that the independent directors shall not be liableto retire by rotation in the Annual General Meeting (‘AGM’) of the Company.

As per requirements of Regulation 25 of Listing Regulations a person shall not serveas an independent director in more than seven listed entities: provided that any personwho is serving as a whole time director in any listed entity shall serve as an independentdirector in not more than three listed entities. Further independent directors of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors and members of the management and all the independent directorsshall strive to be present at such meeting.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No. Name Designation Date of Appointment Date of Resignation
1. Not Any - - -

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013:

1. that in the preparation of the Annual Accounts for the year ended March 31 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

2. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profit ofthe Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.

BUSINESS RISK MANAGEMENT

Risk management is embedded in your Company’s operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company’s approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.

However provision of Regulation 21 of Listing Regulations for constitution of RiskManagement Committee is not applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company i.e.www.unisyssoftwares.com

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.

AUDITORS Statutory Auditors

The Auditors M/s B. S. Kedia & Co. Chartered Accountants Kolkata who areStatutory Auditors of the Company and holds the office until the conclusion of ensuingAnnual General Meeting and are recommended for re-appointment to audit the accounts of theCompany from the conclusion of the 24th Annual General Meeting up to theconclusion of the 27th consecutive Annual General Meeting (subject toratification by the members at every subsequent AGM). As required under the provisions ofSection 139 & 142 of the Companies Act 2013 the Company has obtained writtenconfirmation from M/s. B. S. Kedia & Co that their appointment if made would be inconformity with the limits specified in the said Section.

The shareholders are requested to appoint Auditors and fix their remuneration.

Secretarial Auditors

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 Mr. Madan Mohan Kothari Company Secretaries in Practice (C. P. No. 8734) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed elsewhere in this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made bythe employee of the Company during the period.

During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures need to be made under the saidsection.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.

PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013

Your Company is one of the RBI registered NBFC and is into the business of financingand trading/investment activities in Capital Markets; the information regardingConservation of Energy Technology Absorption Adoption and Innovation as defined undersection 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the CompaniesAct 2013 and the Listing Regulations. Pursuant to Regulation 27 of Listing Regulations aReport on the Corporate Governance and the Auditors Certificate on Corporate Governanceare annexed to this report.

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysisdescribing the Company’s objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied.

APPRECIATION

Your Directors wish to place on record their appreciation towards contribution of allthe employees of the Company and their gratitude to the Company’s valued customersbankers vendors and members for their continued support and confidence in the Company.

Kolkata May 30 2016 By order of the Board
For Unisys Softwares & Holding Industries Ltd.
Registered Office : Jagdish Prasad Purohit
75C Park Street Basement (DIN : 00083125)
Kolkata-700 016. Chairman & Managing Director