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Uniinfo Telecom Services Ltd.

BSE: 535055 Sector: Telecom
NSE: UNIINFO ISIN Code: INE481Z01011
BSE 05:30 | 01 Jan Uniinfo Telecom Services Ltd
NSE 05:30 | 01 Jan Uniinfo Telecom Services Ltd

Uniinfo Telecom Services Ltd. (UNIINFO) - Director Report

Company director report

DEAR MEMBERS

Your Directors have pleasure in presenting the 9thAnnual Report of yourCompany (‘the company' or ‘UTSL') along with the audited Financial Statementsfor the Financial Year ended March 31 2019. The performance of the company has beenreferred to wherever required.

RESULTS OF OUR OPERATIONS (In Rs.)

Particulars Standalone Consolidated
2018-2019 2017-2018 2018-2019 2017-2018
Total Revenue 506792044 362250695 506792044 362250695
Total Expenses 435877495 308416416 435877495 308416416
Profit or Loss before Tax 70914549 53834279 70914549 53834279
Less:
1. Current Tax 21025408 16650000 21025408 16650000
2. Deferred Tax (1510202) (1615440) (1510202) (1615440)
3. Short/(Excess)Provisions for earlier years (484127) 24904 (484127) 24904
4. CSR - - - -
Profit or Loss After Tax 51883470 38774815 51883470 38774815
Earning Per Equity Share (EPS)
(1) Basic 4.85 5.43 4.85 5.43
(2) Diluted 4.85 5.43 4.85 5.43

COMPANY'S PERFORMANCE

Standalone Performance

The total revenue was registered at Rs. 50.67 Crores for the year ended 31st March2019 as against Rs. 36.22 Crores for the corresponding previous year. The profit for theyear attributable to shareholders was Rs. 7.09Crores and Profit after Tax (‘PAT') wasRs. 5.18 Crores. The Earning per Share ("EPS") was at Rs. 4.85 for the financialyear 2018-19.

Consolidated Performance

During the financial year under review on a consolidated basis the total revenue wasRs. 50.67 Crores for the year ended 31st March 2019 as against Rs. 36.22Crores. The profit for the year attributable to shareholders was Rs. 7.09 Crores andProfit after Tax (‘PAT') was Rs. 5.18 Crores. The Earning per Share was at -Rs. 4.85for the financial year 2018-19.

FUTURE PROSPECTS

The Company is of the view that there is no space for stagnancy in this fast growingeconomy. Moreover the Company deals in Telecom support service being one of the mostlucrative sectors. UTSL has always believed that for the purpose of growthdiversification and expansion are must.

Uniinfo Telecom Services (Thailand) Limited Wholly Owned Subsidiary of Company wasincorporated this year in the early 2019 to capture the international market withtriggering demands.

DIVIDEND

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 31stMarch 2019.

TRANSFER TO RESERVES

During the year the Company does not propose to transfer any amount to any Reserves.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2018-19 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.

ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31stMarch 2019 in Form MGT-9 in accordance with Section 92 (3) of the Companies Act 2013read with Companies (Management and Administration) Rules 2014 are set out in the AnnexureII to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

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 31 2019 and of the profit ofthe Company for the year ended on that date;

c) The Directors have 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 have prepared the annual accounts on a ‘going concern' basis;

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; 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.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has put in place adequate internal financial controls with reference tothe financial statements some of which are outlined below:

Your 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.

Your Company has always believed that a system of strict internal control includingsuitable monitoring procedures and transparency is an important factor in the success andgrowth of any organization. It also ensures that financial and other records are reliablefor preparing financial statements.

Internal Audit Reports and significant audit observations are brought to the attentionof the Audit Committee of the Company. The internal controls existing in the Company areconsidered to be adequate and aligned the business requirements.

Your Company ensures adequacy commensurate with its current size and business toensure operational efficiency protection and conservation of resources accuracy andpromptness in financial reporting and compliance of laws and regulations. It is supportedby the internal audit process and will be enlarged to be adequate with the growth in thebusiness activity.

For more details on internal financial control system and their adequacy kindly referManagement Discussion and Analysis Report.

INTERNAL AUDITORS

Internal Audit for the financial year 2018-19 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 theprocesses procedures and functions as per the prescribed norms. The Internal Auditorreviewed the adequacy and efficiency of the key internal controls guided by the AuditCommittee.

The Company has re-appointed M/s Rawka Agrawal & Co. Chartered Accountants Indorein the Board Meeting held on 30th May 2018. The purpose of this Internal Auditis to examine that the process and procedures followed and the operations carried out bythe company meet with the requirements prescribed by SEBI Stock Exchange and CompaniesAct 2013.

DIRECTORS AND KEY MANAGERIAL PERSON

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. Lt Col. Pramod Deogirikar 00064665 Additional Non-Executive Independent Director
8. Niresh Maheshwari ABWPM2515K Chief Financial Officer
9. Sachin Upadhyay AEEPU2004C Company Secretary
10. Astha Jain (w.e.f 26.08.2019) AUIPJ3378C Company Secretary

Mr. Niresh Maheshwari was appointed as Chief Financial Officer pursuant to provisionsof Section 203 of Companies Act 2013 and rules made thereunder w.e.f. 17thJanuary 2018 as defined under Section 2(19) of Companies Act 2013

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 w.e.f 26th Day of August2019.

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL

Board of Directors

Mr. Shalabh Agrawal (DIN: 02098148) has resigned from the company on 14hNovember 2018 in the Board Meeting held on 14th November 2018.

As per the provisions of the Companies Act 2013 Independent Directors are required tobe appointed for a term of five consecutive years but shall be eligible for reappointmenton passing of a special resolution by the Company and shall not be liable to retire byrotation. Lt Col. Pramod Deogirikar(DIN:00064665) were appointed as an AdditionalDirectors (Non-Executive Independent Director) of the company with effect from 13thDay of February 2019 subject to approval of Shareholders in the Annual General Meetingof the company held which will held on 28th September 2019 to hold office forthe period of 5 years. The Company has received declarations from all the IndependentDirectors confirming that each of them meets the criteria of independence as prescribedunder Section 149(6) of the Companies Act 2013 and per SEBI (LODR) Regulations 2015.

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.

Ms. Khushboo Mundra who was appointed as a Company Secretary cum compliance officer hasresigned from the post of the Company with effect from 15th December 2018.

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 thecompany w.e.f26th August 2019.

Ms. Astha Jain was appointed as Company Secretary cum compliance officer of the Companywith effect from 26th August 2019.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Anil Kumar Jain (WholetimeDirector) (DIN: 00370633) is liable to retire by rotation and being eligible seeksre-appointment at the ensuing Annual General Meeting. Mr. Anil Kumar Jain 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 reappointment of aforesaid Directors. A brief resume of the Director proposedto be re-appointed nature of his experience in specific functions and area and number oflisted companies in which he holds Membership/Chairmanship of Board and Committeesshareholdings and inter-se relationships with other Directors as stipulated underRegulation 36(3) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

DECLARATION BY INDEPENDENT DIRECTORS:

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.

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

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.

MEETINGS OF THE BOARD OF DIRECTORS

5 (Five) Meetings of the Board were held on the following dates during the financialyear 2018-19:

1. Wednesday 30th May 2018;

2. Thursday 02nd August 2018;

3. Wednesday 14thNovember 2018;

4. Monday 17th December 2018;

5. Wednesday 13thFebruary 2019;

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

The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act 2013.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its Committees and ofindividual Directors pursuant to the provisions of the Companies Act 2013 and thecorporate governance requirements as prescribed by the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated by the Nomination and Remuneration Committeeafter seeking inputs from all the Directors on the basis of criteria such as the Boardcomposition and structure effectiveness of Board processes information and functioningetc. as provided by the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on 5thJanuary 2017.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Nomination and Remuneration Committee reviewed the performance of individualDirectors on the basis of criteria such as the contribution of the individual Director tothe Board and Committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors held on 13th February 2019performance of Non-Independent Directors and the Board as a whole was evaluated.

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.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Act and the corporate governancerequirements as prescribed by Securities and Exchange Board of India ("SEBI")under SEBI (LODR) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee ("NRC") reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of the individual director to the Board andcommittee meetings. In addition the Chairman was also evaluated on the key aspects of hisrole is annexed herewith marked as Annexure III to this Report

BOARD COMMITTEE

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. CSR Committee

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

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has a Wholly Owned Subsidiary Company i.e. Uniinfo Telecom Services(Thailand) Limited

Uniinfo Telecom Services (Thailand) Limited was incorporated on 09th January2019 and has a paid - up share capital of Rs. 1094400/-(Rupees Ten Lakhs Ninety FourThousand Four Hundred only). Mr. Kishore Kumar Bhuradia are holding office as Directorsin the Company.

The financial performance of Subsidiary Companies/Associate Company as included in theconsolidated financial statements of our Company and is also set out in the prescribedformat 'Form No. AOC-1' is appended as "Annexure-IV" to thisBoard's Report.

AUDIT COMMITTEE

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. Shalabh Agrawal till 14.11.2018 and after that Mr. Prakash ChandraChhajed become the Chairman of the Committee. 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.

LISTING & DEPOSITORY FEE

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.

PARTICULARS OF EMPLOYEES

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.

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to Regulation 8(1) of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 Company has a Code of Practices and Procedures forFair Disclosure of Unpublished Price Sensitive Information with a view to lay downpractices and procedures for fair disclosure of unpublished price sensitive informationthat could impact 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:https://uni-info.co.in/wp-content/uploads/2018/01/Code-of-Conduct-for-Prevention-of-Insider-Trading.pdf

PARTICULARS OF LOANS GUARANTEES OR AND INVESTMENTS

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 refer to Notesof the Financial Statement).

Disclosure Requirements

• As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with thestock exchanges corporate governance report with auditor's certificate thereon andmanagement discussion and analysis are attached which form part of this report.

• As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with thestock exchanges a business responsibility report is attached and forms part of thisannual report.

• Details of the familiarization programme of the independent directors areavailable on the website of the Company (https://uni-info.co.in/wp-content/uploads/2018/01/Familiarization-Programmes.pdf)

• 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 (https://uni-info.co.in/wp-content/uploads/2018/01/Vigil-Mechanism.pdf)

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION ANDREDRESSAL) ACT 2013

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.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions which fall under thescope of Section 188(1) of the Companies Act 2013 i.e. transactions of material naturewith its promoters directors or senior management or their relatives etc. that may havepotential conflict with the interest of the Company at large. Transactions entered withrelated parties as defined under Section 2(76) of the Companies Act 2013 and provisionsof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 during the financial year 2018-19 were mainly in theordinary course of business and on an arm's length basis. There were no transactionsduring the year under review Hence no annexure is required to be attached.

The Policy on Related Party Transactions is approved by the Board is available at theweb link: (https://uni-info.co.in/wp-content/uploads/2018/01/.pdf)

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

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 V to thisReport.

AUDITORS AND AUDIT 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 on26th September 2018till the conclusion of 13th AGM of the company.

The Auditor's Report for the financial year 2018-19 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.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

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 2018-19. The Secretarial Audit Report for thefinancial year ended March 31 2019 is annexed herewith marked as Annexure VI in‘Form No. MR-3'tothisReport.The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

REPORTING OF FRAUDS BY THE AUDITORS

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.

PUBLIC DEPOSITS

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.

CODE OF CONDUCT

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 2019. Declaration to this effect signedby Managing Director cum CEO forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

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 VII" of this reportas "Annual Report on CSR Activities".

Policy may be accessed on the Company's website at the link:https://uni-info.co.in/wp-content/uploads/2018/08/CSR-policy_-UTSL.pdf

CORPORATE GOVERNANCE

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. A'Certificate' from the CS Manish Maheshwari Proprietor of M. Maheshwari &Associates. Practicing Company Secretary confirming compliance by the Company of theconditions of Corporate Governance as stipulated in Regulation 34(3) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015is also annexed as "Annexure-VIII" to this Board's Report.

VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

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-info.co.in/wp-content/uploads/2018/01/Vigil-Mechanism.pdf

FOREIGN EXCHANGE EARNINGS AND OUTGO

Activity in foreign currency

(In Rs.)
Particulars 2018-19 2017-18
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. 3185178 343145

RISK MANAGEMENT

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.

HUMAN RESOURCE

Your Company firmly believes that employees are the most valuable assets and keyplayers of business success and sustained growth. Only with their participation we manageto achieve a healthy work culture transparency in working fair business practices andpassion for efficiency. Thus development of human resources at all levels is taken onpriority to upgrade knowledge and skills of employees and sensitize them towardsproductivity quality cost reduction safety and environment protection. The Company'sultimate objective is to create a strong and consistent team of employees wherein eachlink in the resource chain is as strong as the other. In view of this various employeebenefits recreational and team building programs are conducted to enhance employeeskills motivation as also to foster team spirit.

Your Company also conducts in-house training programs to develop leadership as well asfunctional capabilities in order to meet future talent requirements and to enhancebusiness operations. Industrial relations were cordial throughout the year. To ensure thatthe employees are at their productive best we continue to work on simplifying theinternal processes through collaborative efforts with our workforce.

GREEN INITIATIVE

Electronic copies of the Annual Report 2018-19 and the Notice of 9thAGM aresent to all members whose email addresses are registered with the Company/depositoryparticipants(s). For members who have not registered their email addresses physicalcopies are sent in the permitted mode.

APPRECIATION

Your Directors wish to place on record their gratitude to Shareholders for theconfidence reposed by them and thank all the Clients Dealers and other businessassociates for their contribution to your Company's growth. The Directors also wish toexpress their appreciation for the efficient and loyal services rendered by each and everyemployee without whose wholehearted efforts the overall satisfactory performance wouldnot have been possible.

Date: 26.08.2019
Place Indore For and on behalf of the Board of Directors
Kishore Kumar Bhuradia
DIN: 03257728
Managing Director