TO THE MEMBERS OF UNITED INTERACTIVE LIMITED
The Directors have pleasure to present 33rd Annual Report and Audited Annual Accountsof your company for the year ended on 31st March 2016.
| || ||(RS IN LAKHS) |
|Particulars ||FY 2015-16 ||FY 2014-15 |
|Total Income ||31.26 ||15.63 |
|Total Expenditure ||14.72 ||9.26 |
|Profit Before Tax (PBT) ||16.54 ||6.37 |
|Tax ||Nil ||Nil |
|Profit After Tax (PAT) ||16.54 ||6.37 |
PERFORMANCE REVIEW & FUTURE OUTLOOK:
During the current year your Company has booked total income of Rs 3126 Lakhs and PATof Rs 1654 Lakhs on standalone basis. The source of income is on account of dividendreceived from subsidiary company Netesoft India Limited.
Your Company has its strategic & Material subsidiary as Netesoft India Limited. Theperformance of Netesoft for the financial year 2015-2016 is as follows:
The total income of the Netesoft for the year ended March 31 2016 stood at Rs 841.35Lakhs and it has made a profit after tax of Rs 73.74 Lakhs during year ended March 312016 as compared to a profit after tax of Rs 597.61 Lakhs during the previous year.
Your Directors are expecting further growth in near future on consolidated basis andare confident that the policies strategies adopted by your company will yield betterreturns.
DIVIDEND & RESERVES:
In view of the inadequate profits your Directors do not recommend payment of Dividendfor the current financial year. The entire profit after tax will be adjusted against losscarried forward to the balance sheet from previous years.
As at March 31 2016 United Interactive Limited the total paid up share capital stoodat Rs 183.10000/- divided into 1831000 fully paid up equity shares of Rs 10/- each.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares and does not have any scheme to fund its employees topurchase the shares of the Company.
As on 31st March 2016 Mrs. Sarayu Somaiya Director of the Company holds 69.83%shares of the Company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OFREPORT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption:
The Company has no particulars to report regarding conservation of energy technologyabsorption as required under Section 134(3)(m) of the Companies Act 2013 read with Rulesthere under.
B. Foreign exchange earnings and outgo:
|Particulars ||Amt in Rs |
|1 Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|2 Foreign Exchange outgo in terms of actual outflows during the year ||Nil |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your company is committed to improve quality of lives of people in the community itsserves through long term stakeholder value creation with special focus on skillsdevelopment. The Company does not have to mandatorily constitute a Corporate SocialResponsibility (CSR) Committee in accordance with Section 135 of the Companies Act 2013.The company fully understands its role in society and is committed for sustainable &inclusive growth of people & the environment around its business.
BOARD AND DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION
During the year the Board has carried out an annual evaluation of its own performance& performance of the Directors.
Your Company has constituted Nomination and Remuneration Committee which as per theprovisions of Companies Act 2013 has defined the evaluation criteria procedure and timeschedule for the Performance Evaluation process for the Board its Committees andDirectors. The criteria for Board Evaluation inter alia include degree of fulfillment ofkey responsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.
Criteria for evaluation of individual Directors include aspects such as attendance andcontribution at Board/ Committee Meetings and guidance/ support to the management outsideBoard/ Committee Meetings. In addition the Chairman was also evaluated on key aspects ofhis role including setting the strategic agenda of the Board encouraging activeengagement by all Board members and motivating and providing guidance to the Management.Criteria for evaluation of the Committees of the Board include degree of fulfillment ofkey responsibilities adequacy of Committee composition and effectiveness of meetings. Theprocedure followed for the performance evaluation of the Board Committees and Directorsis detailed in the Directors Report.
CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OFDIRECTORS:
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178(3) of the Companies Act 2013.
In accordance with the above criteria a Director will be considered as anIndependent Director if he/ she meet with the criteria for IndependentDirector as laid down in the Act.
A transparent Board nomination process is in place that encourages diversity ofthought experience knowledge perspective age and gender. It is also ensured that theBoard has an appropriate blend of functional and industry expertise. While recommendingthe appointment of a Director the Nomination and Remuneration Committee considers themanner in which the function and domain expertise of the individual will contribute to theoverall skill-domain mix of the Board.
In addition to the duties as prescribed under the Act the Directors on the Board ofthe Company are also expected to demonstrate high standards of ethical behavior stronginterpersonal and communication skills and soundness of judgment. Independent Directorsare also expected to abide by the Code for Independent Directors as outlinedin Schedule IV to the Act.
The Company has adopted a Policy for remuneration of Directors Key ManagerialPersonnel and other employees which is aligned to its overall Human resource philosophy.The key factors considered in formulating the Policy are as under:
(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(c) remuneration to Directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.
The key principles governing the Companys Remuneration Policy are as follows:
Remuneration for independent Directors and non-independent non-executive Directors:
Independent Directors (ID) and non-independent non-executive Directors(NED) may be paid sitting fees for attending the Meetings of the Board and ofCommittees of which they may be members and commission within regulatory limits asrecommended by the Nomination and Remuneration Committee (NRC) and approved bythe Board.
Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company taking into considerationthe challenges faced by the Company and its future growth imperatives. Remuneration paidshould be reflective of the size of the Company complexity of the sector/ industry/Companys operations and the Companys capacity to pay the remuneration and beconsistent with recognized best practices.
The aggregate commission payable to all the NEDs and IDs will be recommended by the NRCto the Board based on Company performance profits return to investors shareholder valuecreation and any other significant qualitative parameters as may be decided by the Board.The NRC will recommend to the Board the quantum of commission for each Director based uponthe outcome of the evaluation process which is driven by various factors includingattendance and time spent in the Board and Committee Meetings individual contributions atthe meetings and contributions made by Directors other than in meetings.
The remuneration payable to Directors shall be inclusive of any remuneration payablefor services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the Director possesses requisitequalification for the practice of the profession.
Policy on Remuneration for Managing Director (MD) / Executive Directors(ED) / Key Managerial Personnel (KMP)/ rest of the Employees:
The extent of overall remuneration should be sufficient to attract and retain talentedand qualified individuals suitable for every role. Hence remuneration should be marketcompetitive driven by the role played by the individual reflective of the size of theCompany complexity of the sector/ industry/ Companys operations and theCompanys capacity to pay consistent with recognized best practices and aligned toany regulatory requirements. Basic/ fixed salary is provided to all employees to ensurethat there is a steady income in line with their skills and experience.
In addition the Company provides employees with certain perquisites allowances andbenefits to enable a certain level of lifestyle and to offer scope for savings. TheCompany also provides all employees with a social security net subject to limits bycovering medical expenses and hospitalization through re-imbursements or insurance coverand accidental death and dismemberment through personal accident insurance. The Companyprovides retirement benefits as applicable.
In addition to the basic/ fixed salary benefits perquisites and allowances asprovided above the Company provides MD/ EDs such remuneration by way of commissioncalculated with reference to the net profits of the Company in a particular financialyear as may be determined by the Board subject to the overall ceilings stipulated inSection 197 of the Companies Act 2013. The specific amount payable to the MD/ EDs wouldbe based on performance as evaluated by the NRC and approved by the Board.
The Company provides the rest of the employees a performance linked bonus. Theperformance linked bonus would be driven by the outcome of the performance appraisalprocess and the performance of the Company.
Presently Mrs. Sarayu Somaiya (Director) & Mr. Hemang Joshi (KMP) of the Companydraws remuneration from the subsidiary whereas no remuneration from the holding companyis paid.
DIRECTORS RESPONSIBILITY STATEMENT
The directors report that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
ii) The Directors have 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 at the end of the financial year and ofthe profit and loss account of the company for that period.
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) 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
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION ON INDEPENDENT DIRECTORS
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and the Rules madethere under and are independent of the management.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your company has one subsidiary namely Netesoft India Limited. CurrentlyNetesoft India Limited is carrying its activities in offering services for creativegraphic designs & also in trading and investment in financial market instruments.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures your companys Consolidated Financial Statements duly audited by theStatutory Auditors are presented in this Annual Report along with Form AOC-1.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment and has adopted a Policy onPrevention Prohibition and Redressal of Sexual Harassment at the Workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules there under. The Company has not received any complaintof sexual harassment during the financial year 2015-16.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Companys Code of Conduct or ethics policy. ThePolicy provides for adequate safeguards against victimization of employees who avail ofthe mechanism. It is affirmed that no personnel of the Company has been denied access tothe Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
(1) Statutory Auditors:
M/s. D N Kanabar & Co. Chartered Accountants Mumbai are the statutory auditorsof the Company and hold office till the conclusion of the 34th Annual General Meeting(AGM). They have furnished a certificate confirming that if re-appointed there-appointment will be in accordance with Section 139 read with Section 141 of the Act.Pursuant to the provisions of the Act and the Rules made there under their appointmentneeds to be ratified to hold office from the conclusion of the ensuing AGM till theconclusion of the 34th AGM. Members are requested to consider the re-appointment of M/s. DN Kanabar & Co. Chartered Accountants Mumbai and authorize the Board of Directors tofix their remuneration.
(2) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Hardik Savla & Co a Company Secretary in Practice to undertake theSecretarial
Audit of the Company for the year ended March 31 2016. The Secretarial Audit Report isannexed to this report.
The Auditors Report and the Secretarial Audit Report for the financial year ended31st March 2016 do not contain any qualification reservation adverse remark ordisclaimer.
LISTING ON STOCK EXCHANGES
The Equity Shares of your Company are listed only with BSE Limited. We confirm thatyour Company has paid the listing fees for the financial year 2016-2017. The order forsuspension in trading of the securities of the company has been revoked w.e.f. December 12015. It is to be noted that the said revocation is on the basis of merits of the case.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. In accordance withregulation 15 of the SEBI (LODR) Regulations 2015 various corporate governancerequirements does not apply to the Company. Therefore no separate section onManagements Discussion and Analysis Corporate governance is annexed.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186
During the year the Company has not given any loan or guarantee or provided securityor has made any investment which would be required to be reported under section 186 of thecompanies Act 2013. The closing balances of investments which would be covered underSection 186 of the Companies Act 2013 are disclosed in the Schedule of Non-CurrentInvestments in the Financial Statements. The Company has not granted any Loans andGuarantees.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013
The contracts or arrangements entered into by the Company with Related Parties havebeen done at arms length and are in the ordinary course of business and areimmaterial in nature. Hence no particulars are being provided in Form AOC-2 as mandatedpursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule 8 (2)of the Companies (Accounts) Rules 2014.
THE EXTRACT OF ANNUAL RETURN
Extracts of Annual return in form MGT-9 as per Section 134 (3) (a) of the CompaniesAct 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies(Management & Administration) Rules 2014 is annexed hereto and forms part of thisreport.
MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES
Your company has not paid any managerial remuneration during the period under reviewtherefore no Disclosures in the Board Report as required under Rule 5 of Companies(Appointment & Remuneration) Rules 2014 is provided and further your Company also hasnot employed any person at a remuneration in excess of the limit set out in the saidRules.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :
At the Annual General Meeting of the Company held on September 18 2015 the Membershad approved the appointment of Mr.Nishant Upadhyay as Independent Director for a term offive years as per the provisions of Companies Act 2013 whereas Mr. Rasik Somaiya wasreappointed as a director liable to retire by rotation. Other than the above it is benoted that no Director or Key Managerial Person has been appointed or has retired orresigned during the year.
In accordance with the provisions of Section 152 of the Act and in terms of Articles ofAssociation of the Company Mrs. Sarayu Somaiya retires and is eligible forre-appointment.
BOARD AND COMMITTEE MEETINGS
Five Board Meetings were convened and held during the year i.e. on April 1 2015 May30 2015 August 10 2015 November 6 2015 and February 8 2016. The Board hasconstituted an Audit Committee as well as Nomination & Remuneration Committee with Mr.Ajay Shanghavi as Chairman and Mr. Rasik Somaiya Mr. Nishant Upadhyay as Members. Therehave not been any instances when recommendations of the Audit Committee were not acceptedby the Board.
The intervening gap between the Meetings was within the period prescribed under theAct.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OFTHE COMPANIES ACT 2013:
Your Company has not accepted any fixed deposits covered under chapter V of theCompanies Act 2013 and as such no amount of principal or interest was outstanding onthe date of Balance Sheet.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Companys internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Companys policiesidentifying areas of improvement evaluating the reliability of Financial Statementsensuring compliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.
The Audit Committee along with Management overseas results of the internal audit andreviews implementation on a regular basis.
Your Directors wish to place on record their appreciation for the whole hearted andsincere cooperation the Company has received from its bankers and various Governmentagencies. Your Directors also wish to thank all the employees for their co-operation.
| || ||For and on behalf of the Board of Directors |
| || ||UNITED INTERACTIVE LIMITED |
| ||Sarayu Somaiya ||Rasik Somaiya |
|Date: May 28 2016 ||Director ||Director |
|Place: Mumbai ||DIN: 00153136 ||DIN: 00153038 |
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures
[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014]
Part "A": Subsidiaries
| ||(Rs In lacs) |
|Particulars ||Name of the Subsidiary Netesoft India Ltd |
|1 Reporting period for the subsidiary concerned if different from the holding companys reporting period ||N.A. |
|2 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. ||N.A. |
|3 Share capital ||153.21 |
|4 Reserves & surplus ||3136.41 |
|5 Total Assets ||3403.82 |
|6 Total Liabilities ||3403.82 |
|7 Investments ||1213.24 |
|8 Turnover ||706.64 |
|9 Profit Before Tax ||121.38 |
|10 Provision for Taxation ||47.64 |
|11 Profit after taxation ||73.74 |
|12 Dividend ( Including Dividend Distribution Tax) ||73.76 |
|13 % of total shareholding held by parent company ||51% |
1. Reporting period and reporting currency of the above subsidiaries is the same asthat of the Company.
2. Part B of the Annexure is not applicable as there are no associate companies/ jointventures of the Company as on 31st March 2016.
| || ||For and on behalf of the Board of Directors |
| || ||UNITED INTERACTIVE LIMITED |
| ||Sarayu Somaiya ||Rasik Somaiya |
|Date: May 28 2016 ||Director ||Director |
|Place: Mumbai ||DIN: 00153136 ||DIN: 00153038 |
SECRETARIAL AUDIT REPORT
FOR THE FINANCIALYEAR ENDED MARCH 31 2016
[Pursuant to section 204(1) of the Companies Act 2013 and rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
UNITED INTERACTIVE LIMITED
602 Maker Bhavan III New Marine Lines Mumbai 400 020
I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by United Interactive Limited(hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing my opinion thereon. Based on my verification of theCompanys books papers minute books forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit I herebyreport that in my opinion the Company has during the audit period covering the financialyear ended on 31st March 2016 (Audit Period) complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2016according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956(SCRA) and the rulesmade thereunder; (iii) The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992 and Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations2015;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 as amended from time to time (Not applicable during theAudit Period);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations2014 (Not applicable during the auditperiod).
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable during the audit period).
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009
(Not applicable during the Audit Period); and
(h) The Securities and Exchange Board of Inda (Buyback of Securities) Regulations 1998
(Not applicable during the Audit Period).
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with Stock Exchanges read withSEBI (Listing obligations & Disclosure Requirements) Regulations 2015.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.I further report thathaving regard to the compliance system prevailing in the Company and on examination of therelevant documents and records in pursuance thereof on test-check basis the Company hascomplied with the general laws as applicable to all for carrying business activities andapart from above there is no statute(s) applicable specifically to the Company orindustry in which it operates.
I further report that the Board of Directors of the Company was duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directorstill the enforcement of the provisions of Companies Act 2013.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were communicated at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting. All decisions atBoard Meetings are carried out unanimously as recorded in the minutes of the meetings ofthe Board of Directors.
I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period the company has not transacted anyevents /actions in the Board meeting(s) or General meeting(s) having a majorbearing on the companys affairs in pursuance of the above referred laws rulesregulations guidelines standards etc. referred to above.
C P No: 8866
Date: May 28 2016