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Uniinfo Telecom Services Ltd.

BSE: 535055 Sector: Telecom
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Uniinfo Telecom Services Ltd. (UNIINFO) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 10th Annual Report of your Company(‘the company' or ‘UTSL') along with the audited Financial Statements for theFinancial Year ended March 312020. The performance of the company has been referred towherever required.

Results of our operations




2019-2020 2018-2019 2019-2020 2018-2019
Total Revenue 419439329 506792044 419532754 506792044
Total Expenses 406303804 435877495 407863391 435877495
Profit or Loss before Tax 13135525 70914549 11669363 70914549
1. Current Tax 4223967 21025408 4223967 21025408
2. Deferred Tax (553116) (1510202) (553116) (1510202)
3. Short/(Excess)Provisions for earlier years 14339 (484127) 14339 (484127)
4. CSR - - - -
Profit or Loss After Tax 9450336 51883470 7984173 51883470
Earning Per Equity Share (EPS)
(1) Basic 0.88 4.85 0.75 4.85
(2) Diluted 0.88 4.85 0.75 4.85


Standalone Performance

The total revenue was registered at Rs. 41.94 Crores for the year ended 31st March2020 as against Rs. 50.67 Crores forthe corresponding previous year. The profit for theyear attributable to shareholders was Rs. 1.31 Crores and Profit after Tax (‘PAT')was Rs. 94.50 Lakhs. The Earning per Share ("EPS") was at Rs. 0.88 forthefinancial year2019-20.

• Consolidated Performance

During the financial year under review on a consolidated basis the total revenue wasRs. 50.67 Crores forthe year ended 31 st March 2020 as against Rs. 41.95 Crores. Theprofit for the year attributable to shareholders was Rs. 1.16 Crores and Profit after Tax(‘PAT') was Rs. 79.84 Lakhs. The Earning per Share was at -Rs. 0.75 for the financialyear2019-20.


In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally. As ofMarch 31 2020 work from home was enabled to close to 90 percent of the employees to workremotely and securely. Since we are providing services to the telecommunication sectorsince our business involves lot of field work throughout the country. However workersattendance was very low due to restrictions on movements. Resulting part working of theCompany initially effected and the same is being improved gradually. The Company isoperating with complete compliance of all directives related to maintaining of SocialDistancing and mandatory to wearface mask and have proper sanitizations.

The Company's business in the Telecommunication Sector is not expected to impact much.However our business involves lot of field work throughout the country due to theGovernment Restrictions it has become very difficult for the field engineers or thetechnicians to visit the Site which affect the working of the Company. Thus impactingCompanies profitability to some extent though your board is confident about the adequatemanagement of the liquidity position of the Company and its ability to meet itsobligations in the ordinary course of business.


The Board of Director to conserve the resources of the Company and maintain theliquidity has decided not to be declaring dividend on Equity Shares for the year ended 31st March 2020.


There is no change in control and nature of business activities during the period underreview.


There is no transfer of business during the period under review.


During the year the Company has transferred profit of Rs. 9450336 to Reserves.


The paid-up Equity Share Capital as on 31st March 2020 was Rs. 106931200 dividedinto 10693120 equity shares of Re. 10/- each. There is no change in Equity Share Capitalof the Company during the year.


Management Discussion and Analysis Report for the financial year 2019-20 as stipulatedunder Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is presented in a separate section formingpart of this Annual Report is annexed as "Annexure - I" and gives detail ofoverall industry structure developments performance and state of affairs of the Company'soperations during the year.


The details forming part of the extract of the Annual Return as on 31st March 2020 inForm MGT-9 in accordance with Section 92 (3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 are set out in the "Annexure -II" to this report.


Pursuant to section 134(3)(c) read with section 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability confirm that: -

a) In the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards followed along with proper explanation relating tomaterial departures if any;

b) 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 as at March 312020 and of the profit ofthe Company forthe year ended on that date;

c) The proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

d) The Annual Financial Statements have been prepared on a ‘going concern' basis;

e) The proper internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.


The Board of Directors of the Company is responsible for ensuring that InternalFinancial Controls have been established in the Company and that such controls areadequate and operating effectively. The Company has laid down certain guidelines andprocesses which enables implementation of appropriate internal financial controls acrossthe organization. Such internal financial controls encompass policies and proceduresadopted by the Company for ensuring orderly and efficient conduct of business includingadherence to its policies safeguarding of its assets prevention and detection of fraudsand errors the accuracy and completeness of accounting records and the timely preparationof reliable financial information.

The Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 as amended from time totime.

The Statutory Auditors in their audit report have opinion that these controls areoperating effectively. The Audit team develops an audit plan based on the risk profile ofthe business activities. The annual internal audit plan is approved by the AuditCommittee which also reviews compliance to the plan. The Internal Audit team monitors andevaluates the efficacy and adequacy of internal control systems in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective action(s) in their respective area(s) and thereby strengthen the controls.Significant audit observations and corrective action(s) thereon are presented to the AuditCommittee.


Internal Audit for the financial year 2019-20 was conducted by M/s Rawka Agrawal &Co. Chartered Accountants Indore. The idea behind conducting Internal Audit is toexamine that the Company is carrying out its operations

effectively and performing the processes procedures and functions as per theprescribed norms. The Internal Auditor reviewed the adequacy and efficiency of the keyinternal controls guided by the Audit Committee.

The Company has re-appointed M/s Rawka Agrawal & Co. Chartered Accountants Indorein the Board Meeting held on 25th May 2019. The purpose of this Internal Audit is toexamine that the process and procedures followed and the operations carried out by thecompany meet with the requirements prescribed by SEBI Stock Exchange and Companies Act2013.


The Members at the 09th Annual General Meeting of the Company held on 28th September2019 pursuant to the provisions of section 152 approved the appointment of Mr. Anil KumarJain (DIN: 00370633) Wholetime Director who was liable to retire by rotation and beingeligible offered herself for reappointment.

In compliance with the provisions of Sections 149 and 152 read with Schedule IV and allother applicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015 thecomposition of Board of Directors and Key Managerial Personnel are as follows:-

S. No. Key Managerial Person Name DIN/PAN Designation
1. Kishore Kumar Bhuradia 03257728 Chairman & Managing Director
2. Pranay Kumar Parwal 03257731 Whole time Director
3. Anil Kumar Jain 00370633 Whole time Director
4. Prakash Chandra Chhajed 08037849 Non-Executive Independent Director
6. Sudha Rathi 00353472 Non-Executive Independent Director
7. Pramod Deogirikar 00064665 Non-Executive Independent Director
8. Niresh Maheshwari ABWPM2515K Chief Financial Officer
9. Sachin Upadhyay (ceased w.e.f26.08.2019) AEEPU2004C Company Secretary
10. Astha Jain (appointed w.e.f26.08.2019) AUIPJ3378C Company Secretary

There is no change in the KMPs of the Company except the resignation and appointment ofthe Company Secretary and Compliance Officer during the period under review.


• Board of Directors

The Members also approved the regularization of Mr. Pramod Deogirikar from AdditionalIndependent Director to Independent Director at the 09th Annual General Meeting which washeld on 28th September 2019 pursuant to the provisions of section 161(1) of theCompanies Act 2013.

• Key Managerial Personnel

Pursuant to provisions of Section 203 of Companies Act 2013 and rules made thereunderand in adherence to Regulation 6(1) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Ms. Astha Jain was appointedas the Company Secretary cum Compliance Officer of the Company in the Board Meeting heldon Monday 26th Day of August 2019.

Mr. Sachin Upadhyay was appointed as Company Secretary cum compliance officer of theCompany with effect from 07th March 2019 has resigned from the post of the company w.e.f26th August 2019.


In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Kishore Kumar Bhuradia (ManagingDirector) (DIN: 03257728) is liable to retire by rotation and being eligible seeksre-appointment at the ensuing Annual General Meeting. Mr. Kishore Kumar Bhuradia is notdisqualified under Section 164(2) of the Companies Act 2013. Board of Directorsrecommends his re-appointment in the best interest of the Company.

The Notice convening forthcoming Annual general Meeting ("AGM") includes theproposal for re-appointment of aforesaid Directors. A brief resume of the Directorproposed to be re-appointed nature of his experience in specific functions and area andnumber of listed companies in which he holds Membership/Chairmanship of Board andCommittees shareholdings and inter-se relationships with other Directors as stipulatedunder Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.


The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of theindependence laid down in Section 149(6) of the Companies Act 2013 along with Regulation16(1 )(b) and Regulation 25 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.


The Company has also placed the Code of Conduct for Independent Directors. This Code isa guide to professional conduct for Independent Directors. Adherence to these standards byIndependent Directors and fulfillment of their responsibilities in a professional andfaithful manner will promote confidence of the investment community particularly minorityshareholders regulators and Companies in the institution of Independent Directors.


4 (Four) Meetings of the Board were held on the following dates during the financialyear 2019-20:

1. Saturday 25th May 2019;

2. Monday 26th August 2019;

3. Thursday 14thNovember 2019;

4. Wednesday 11 th March 2020;

Details of such meetings are provided in the Corporate Governance Report which formspart of this report.

The intervening gap between the Meetings was within the period prescribed undertheCompanies Act 2013/SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.


The Board of Directors of the Company is committed to get its performance evaluated inorder to identify its strengths and areas in which it may improve its functioning. TheNomination and Remuneration Committee (NRC) has established the process for evaluation ofperformance of Directors including Independent Directors the Board and its Committees.The evaluation of performance of Executive Directors is done by Independent Directors.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria and process forperformance evaluation of the Non-Executive Directors and Executive Directors to judge theknowledge to perform the role time and level of participation performance of dutiesprofessional conduct independence etc. The appointment/re-appointment/continuation ofDirectors on the Board shall be based on the outcome of evaluation process.

During the year under review as per the policy for the performance evaluation formalevaluation of performance of Directors including Independent Directors the Board and itsCommittees was made by the Independent Directors and the NRC in their respective meetingsand the evaluation result was placed before the Board for its information andconsideration.

MATERIAL CHANGES Material Changes and Commitments

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.

Significant and Material orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators / Courts/Tribunals which would impact the going concern status of the Company and its futureoperation.


The Company has a policy for selection and appointment of Directors KMPs and SeniorManagement Personnel and for determination of their remuneration. The salient features ofNomination & Remuneration Policy are stated in the Corporate Governance Report. Inaddition the Chairman was also evaluated on the key aspects of his role. The Nomination& Remuneration Policy duly approved by the Board has been posted on the Company'swebsite


Pursuant to Section 135 177 & 178 of the Companies Act 2013 Company hadconstituted the following Board Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee and;

4. Corporate Social Responsibility (CSR) Committee

The composition of all Committees has been stated under Corporate Governance Reportforms an integral part of Annual Report.


Uniinfo Telecom Services (Thailand) Limited is the Wholly Owned Subsidiary of yourCompany Statement in respect of the same as required under section 129 of the CompaniesAct 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 in Form AOC-I isattached as "Annexure- III" and forms part of this report.


Your Company pursuant to the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 has formed the Audit Committee under theChairmanship of Mr. Prakash Chandra Chhajed. The composition of Audit Committee has beenstated under Corporate Governance Report and forms an integral part of report.

All recommendations made by the Audit Committee were accepted by the Board. The role ofthe Committee is to provide oversight of the financial reporting process the auditprocess the system of internal controls and compliance with laws. All possible measuresare taken by the Committee to ensure the objectivity and independence of IndependentAuditors.


The Company has paid Annual Listing Fee for the financial year 2019-20 to NationalStock Exchange of India Ltd. according to the prescribed norms & regulations.


In accordance with the provisions of Section 197 (12) of the Companies Act 2013("the Act") read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company will be providedupon request. In terms of Section 136 of the Act the Report and Accounts are being sentto the members and others entitled thereto excluding the information on employees'particulars which is available for inspection by the members at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing AGM. If any member is interested in obtaining a copy thereof such member maywrite to the Company Secretary of the Company in this regard.


Pursuant to Regulation 8(1) of Securities and Exchange Board of India (Prohibition ofInsiderTrading) Regulations 2015 Company has a Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information with a view to lay down practicesand procedures for fair disclosure of unpublished price sensitive information that couldimpact price discovery in market for its securities.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation is available on the website of the Company at theURL:


Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Financial Statement (Please referto Notes ofthe Financial Statement).

Disclosure Requirements

• As per the Provisions of the SEBI (LODR) Regulation 2015 the corporategovernance report with auditor's certificate thereon and management discussion andanalysis are attached which form part of this report.

• Details of the familiarization programme of the independent directors areavailable on the website of the Company(

• The Company has formulated and published a Whistle Blower Policy to provideVigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with the provisions of the Section177(9) of the Act; the whistle blowing Policy is available on the company's website at(


UTSL is committed to provide the healthy environment to all its employees the companyhas in place a Prevention of the Sexual Harassment Policy and an Internal complaintscommittee as per the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 The policy aims at educating employees on conductthat constitute sexual harassment ways and means to prevent occurrence of any suchincident and the mechanism for dealing with such incident and the mechanism for dealingwith such incident in the unlikely event of its occurrence. The Company has alsoconstituted an Internal Committee as required under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules made there under.The Company has zero tolerance on Sexual Harassment at workplace. During the year underreview no complaints were received against the sexual harassment at workplace.


During the period under review all related party transactions that were entered on anarm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KMPsor other designated persons which may have a potential conflict with the interest of theCompany at large. Since there is no material related party transactions in the company.Therefore the company is not required to attach Form AOC-II with this report.

Separate disclosure as per regulation 34(3) and 53(f) of SEBI (LODR) Regulations 2015is made in the report.

The Policy on Related Party Transactions is approved by the Board is available at theweb link: (https://uni-


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is set out herewith as "Annexure - IV" tothis Report.


Pursuant to the provisions of Section 139 of the Companies Act 2013 A.P.G&Associates Chartered Accountants Indore (Firm Registration No. 119598W) were appointedas the Statutory Auditor of the Company at 8th Annual General Meeting held on 26thSeptember 2018 till the conclusion of 13th AGM of the company.

The Auditor's Report for the financial year 2019-20 does not contain any qualificationreservation or adverse remark. The Auditors report is annexed with financial statements inthis annual report for your kind perusal and information.


Pursuant to the provisions of Section 204 of Companies Act 2013 and rules madethereunder the Board has appointed The Board has appointed CS Manish MaheshwariProprietor of M. Maheshwari & Associates Practicing Company Secretary to conductSecretarial Audit for the Financial Year 2019-20. The Secretarial Audit Report for thefinancial year ended March 31 2020 is annexed herewith marked as "Annexure - V"in ‘Form No. MR-3 to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.


During the year under review the Statutory Auditor and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in the Board's Report.


Your Company has not accepted any deposits from the public falling within the purviewof Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014 and therefore there was no principal or interestoutstanding as on the date of the Balance Sheet.


In compliance with Regulation 26(3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and the Companies Act 2013the Company has framed and adopted a Code of Conduct (the "Code"). The Code isapplicable to the Members of the Board the Senior Management Officers and Employees ofthe Company.

All the Members of the Board the Senior Management Officers and Employees haveaffirmed compliance to the Code as on 31st March 2020. Declaration to this effect signedby Managing Director cum CEO forms part of the Annual Report.


The Company has constituted Corporate Social Responsibility Committee under theChairmanship of Mrs. Sudha Rathi Independent Director of the Company in order to conductand review Corporate Social Responsibility activities in a prudent manner.

The brief outline of the Corporate Social Responsibility policy of the Companyinitiatives undertaken by the Company on CSR activities during the year and detailsregarding the CSR Committee are set out in "Annexure - VI" of this report as"Annual Report on CSR Activities".

Policy may be accessed on the Company's website at the link:


Your Company's Corporate Governance Practices are a reflection of the value systemencompassing culture Policies and relationships with its stakeholders. Integrity andtransparency are a key to Corporate Governance Practices to ensure that the Company gainand retain the trust of its stakeholders at all times. Your Company is committed forhighest standard of Corporate Governance in adherence of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. Pursuant toRegulation 34(3) read with Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges aReport on Corporate Governance forms an integral part of this Annual Report and CorporateGovernance Report is also annexed as "Annexure - VI I" to this Board's Report.


The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisionsof Section 177(9) of the Companies Act 2013 read with the Companies (Meetings of Boardand its Powers) Rules 2014 and Regulation 22 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. The policy providesfor a framework and process whereby concerns can be raised by its Employees and Directorsto the management about unethical behavior actual or suspected fraud or violation of theCode of conduct or legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and have been outlined in Corporate Governance Report which formspart of this Annual Report. The policy provides for adequate safeguards againstvictimisation of employees and Directors of the Company.

The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company's website atthe link: https://uni-


Activity in foreign currency

Particulars 2019-20 2018-19
The Foreign Exchange earned in terms of actual inflows during the year; Nil Nil
And the Foreign Exchange outgo during the year in terms of actual outflows. 1453700 3185178


Risk is an integral part of business and your Company is committed to managing therisks in a proactive and efficient manner. Your Company periodically assesses risks in theinternal and external environment along with the cost of treating risks and incorporatesrisk treatment plans in its strategy business and operational plans.


Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programmers' which has helped theOrganization achieve higher productivity levels. A significant effort has also beenundertaken to develop leadership as well as technical/ functional capabilities in order tomeet future talent requirement.

UTSL HR processes such as hiring and on-boarding fair transparent online performanceevaluation and talent management process state-of-the-art workmen development processand market aligned policies have been seen as benchmark practices in the Industry. Duringthe year under review the following Human Resources initiatives received greaterfocus:

• Employer of Choice: Employees are encouraged to express their views and areempowered to work independently. Employees are given the opportunity to learn throughvarious small projects which make them look at initiatives from different perspectives andthus provide them with a platform to become result oriented. This has helped greatly inoverall development of the employee and has significantly arrested the attrition rate.

• Leadership Development: As a part of leadership development talented employeeshave been seconded to the senior leadership team to mentor them and prepare them forthenext higher role.

• Gender Equality: UTSL as a company has a policy to promote Gender Equality wehire female employees and mentor and groom them to take higher managerial positions. Wealso encourage our female employee to have a good work life balance.


Your Directors state that during the year under review:

a) The Company has not issued shares (including sweat equity shares) to employees ofthe Company under any scheme.

b) Neither the Managing Director nor the Whole-time Directors receive any remunerationor commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standards undertheCompanies Act 2013.

d) There have been no material changes and commitments affecting the financial positionof the Company which have occurred between financial year ended on 31 st March 2020 towhich the financial statements relate and the date of this report.


Your Directors place on record their sincere appreciation and gratitude for all thecooperation extended by Government Agencies Bankers Financial Institutions BusinessAssociates and Shareholders. The Directors also record their appreciation for thededicated services rendered by all the Executive Staff and Workers of the Company at alllevels in all units and fortheir valuable contribution in the working of the Company.