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Uniinfo Telecom Services Ltd.

BSE: 535055 Sector: Telecom
NSE: UNIINFO ISIN Code: INE481Z01011
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Uniinfo Telecom Services Ltd. (UNIINFO) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 11th Annual Report ofyour Company (‘the company' or ‘UTSL') along with the auditedFinancial Statements for the Financial Year ended March 312021. The performance of thecompany has been referred to wherever required.

RESULTS OF OUR OPERATIONS

(In Rs.)

Particulars Standalone Consolidated
2020-2021 2019-2020 2020-2021 2019-2020
Total Revenue 408526419 419439329 420438198 419532754
Total Expenses 444478022 406303804 463369450 407863391
Profit or Loss before Tax (35951603) 13135525 (42931252) 11669363
Less:
1. Current Tax - 4223967 - 4223967
2. Deferred Tax (1225303) (553116) (1225303) (553116)
3. Short/(Excess)Provisions for earlier years (4692) 14339 (4692) 14339
4. CSR - - - -
Profit or Loss After Tax (34721607) 9450336 (41701257) 7984173
Earning Per Equity Share (EPS)
(1) Basic (3.25) 0.88 (3.90) 0.75
(2) Diluted (3.25) 0.88 (3.90) 0.75

COMPANY'S PERFORMANCE

• Standalone Performance

The total revenue was registered at Rs. 40.85 Crores for the year ended31st March 2021 as against Rs. 41.94 Crores for the corresponding previous year. TheCompany has incurred the loss of Rs. 3.47 Crores. The Earning per Share ("EPS")was at Rs. -3.25 for the financial year 2020-21.

• Consolidated Performance

During the financial year under review on a consolidated basis thetotal revenue was Rs. 42.04 Crores for the year ended 31st March 2021 as against Rs.41.95 Crores. The Company has incurred the loss of was Rs. 4.17 Crores. The Earning perShare was at Rs. -3.90 for the financial year 2020-21.

FUTURE PROSPECTS

The Company is of the view that there is no space for stagnancy in thisfast growing economy. Moreover the Company deals in Telecom support service being one ofthe most lucrative sectors. UTSL has always believed that for the purpose of growthdiversification and expansion are must.

Uniinfo Telecom Services (Private) Limited Wholly Owned Subsidiary ofCompany was incorporated in Sri Lanka this year to capture the international market withtriggering demands.

IMPACT OF COVID-19

Impact of COVID-19 pandemic the spread of COVID-19 has severelyimpacted businesses around the globe. The situation is constantly evolving and Governmentsin certain states have imposed various restrictions with the increase in number of COVID19 cases during the month of March 2021. The Company has considered various internal andexternal information available up to the date of approval of financial statements inassessing the impact of COVID-19 pandemic on the financial statements for the year endedMarch 31 2021.Based on current assessment management is of the view that someuncertainty is likely to continue for the next few quarters till large-scale vaccinationhappens around the world.

Assessing the impact of COVID-19 is however a continuing process giventhe uncertainties associated with its nature and duration and the Company will continue toclosely monitor the future situation.

DIVIDEND

The Board of Director to conserve the resources of the Company andmaintain the liquidity has decided not to be declaring dividend on Equity Shares for theyear ended 31st March 2021.

CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities duringthe period under review.

BUSINESS TRANSFER

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

TRANSFER TO RESERVES

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

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2021 was Rs.106931200 divided into 10693120 equity shares of Rs. 10/- each. There is no change inEquity Share Capital of the Company during the year.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year2020-21 as stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of this Annual Report is annexed as "Annexure -I" and gives detail of overall industry structure developments performance and stateof affairs of the Company's operations during the year.

ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134(3)(a) of the CompaniesAct 2013 as on 31stMarch 2021 is available on the Company's website onhttps://uni-info.co.in/wp-content/uploads/2021/07/Annual-Return_2020-21.pdf.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) read with section 134(5) of the CompaniesAct 2013 the Board of Directors to the best of their knowledge and ability confirmthat: -

a) In the preparation of the annual accounts for the year ended March31 2021 the applicable accounting standards followed along with proper explanationrelating to material departures if any;

b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2021and of the profit of the Company for the year ended on that date;

c) The 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 Annual Financial Statements have been prepared on a ‘goingconcern' basis;

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

f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of Directors of the Company is responsible for ensuring thatInternal Financial Controls have been established in the Company and that such controlsare adequate 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 itspolicies safeguarding its assets prevention and detection of frauds anderrors the accuracy and completeness of accounting records and the timely preparation ofreliable financial information.

The Company has adopted accounting policies which are in line with theAccounting Standards prescribed in the Companies (Accounting Standards) Rules 2006 thatcontinue to apply under Section 133 and other applicable provisions if any of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 as amendedfrom time to time.

The Statutory Auditors in their audit report have opinion that thesecontrols are operating effectively. The Audit team develops an audit plan based on therisk profile of the business activities. The annual internal audit plan is approved by theAudit Committee which also reviews compliance to the plan. The Internal Audit teammonitors and evaluates the efficacy and adequacy of internal control systems in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company. Based on the report of internal audit function process ownersundertake corrective action(s) in their respective area(s) and thereby strengthen thecontrols. Significant audit observations and corrective action(s) thereon are presented tothe Audit Committee.

INTERNAL AUDITORS

Internal Audit for the financial year 2020-21 was conducted by M/sRawka Agrawal & Co. Chartered Accountants Indore. The idea behind conductingInternal Audit is to examine that the Company is carrying out its operations effectivelyand performing the processes procedures and functions as per the prescribed norms. TheInternal Auditor reviewed the adequacy and efficiency of the key internal controls guidedby the Audit Committee.

The Company has re-appointed M/s Rawka Agrawal & Co. CharteredAccountants Indore in the Board Meeting held on 30th June 2020. The purpose of thisInternal Audit is to examine that the process and procedures followed and the operationscarried out by the company meet with the requirements prescribed by SEBI Stock Exchangeand Companies Act 2013.

DIRECTORS AND KEY MANAGERIAL PERSON

The Members at the 10th Annual General Meeting of the Company held on30th September 2020 pursuant to the provisions of section 152 approved the appointmentof Mr. Kishore Kumar Bhuradia (DIN: 03257728) Managing Director who was liable to retireby rotation and being eligible offered herself for reappointment.

In compliance with the provisions of Sections 149 and 152 read withSchedule IV and all other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or re-enactment thereof for the time being in force) and SEBI(LODR) Regulation 2015 the composition of Board of Directors and Key Managerial Personnelare 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 (ceased w.e.f 30.06.2020) ABWPM2515K Chief Financial Officer
9. Anil Kumar Jain (appointed w.e.f 26.08.2019) ADFPJ7461G Chief Financial Officer
10. Astha Jain AUIPJ3378C Company Secretary

There is no change in the KMPs of the Company except the resignationand appointment of the Chief Financial Officer during the period under review.

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL

- Board of Directors

There is no Change in Board of Directors of the Company.

- Key Managerial Personnel

Pursuant to provisions of Section 203 of Companies Act 2013 and rulesmade thereunder and in adherence to Regulation 6(1) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 Mr. Anil KumarJain Whole Time Director of the Company has also been appointed as the Chief FinancialOfficer of the Company in the Board Meeting held on Tuesday 30th Day of June 2020.

Mr. Niresh Maheshwari was appointed as Chief Financial Officer of theCompany with effect from 17th January 2018 has resigned from the post ofthe companyw.e.f. 30th June 2020.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act2013 and in terms of the Articles of Association of the Company Mr. Pranay Kumar Parwal(Wholetime Director) (DIN: 03257731) is liable to retire by rotation and being eligibleseeks re-appointment at the ensuing Annual General Meeting. Mr. Pranay Kumar Parwal 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 the proposal for re-appointment of aforesaid Directors. A briefresume of the Director proposed to be re-appointed nature of his experience in specificfunctions and area and number of listed companies in which he holdsMembership/Chairmanship of Board and Committees shareholdings and inter-se relationshipswith other Directors as stipulated under Regulation 36(3) of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof the independence laid down in Section 149(6) of the Companies Act 2013 along withRegulation 16(1)(b) and Regulation 25 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for IndependentDirectors. This Code is a guide to professional conduct for Independent Directors.Adherence to these standards by Independent Directors and fulfillment of theirresponsibilities in a professional and faithful manner will promote confidence of theinvestment community particularly minority shareholders regulators and Companies in theinstitution of Independent Directors.

MEETINGS OF THE BOARD OF DIRECTORS

6 (Six) Meetings of the Board were held on the following dates duringthe financial year 2020-21:

1. Tuesday 30th June 2020;

2. Friday 31th July 2020;

3. Saturday 05th September 2020;

4. Thursday 12th November 2020;

5. Wednesday 23rd December 2020;

6. Thursday 04th February 2021

Details of such meetings are provided in the Corporate GovernanceReport which forms part of this report.

The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013/SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

BOARD EVALUATION

The Board of Directors of the Company is committed to get itsperformance evaluated in order to identify its strengths and areas in which it may improveits functioning. The Nomination and Remuneration Committee (NRC) has established theprocess for evaluation of performance of Directors including Independent Directors theBoard and its Committees. The evaluation of performance of Executive Directors is done byIndependent Directors.

The Company has devised a Policy for performance evaluation ofIndependent Directors Board Committees and other individual Directors which includescriteria and process for performance evaluation of the Non-Executive Directors andExecutive Directors to judge the knowledge to perform the role time and level ofparticipation performance of duties professional conduct independence etc. Theappointment/re-appointment/continuation of Directors on the Board shall be based on theoutcome of evaluation process.

During the year under review as per the policy for the performanceevaluation formal evaluation of performance of Directors including Independent Directorsthe Board and its Committees was made by the Independent Directors and the NRC in theirrespective meetings and the evaluation result was placed before the Board for itsinformation and consideration.

MATERIAL CHANGES

Material Changes and Commitments

Incorporation of our new Wholly Owned Subsidiary Company in Sri LankaThere have been material changes and commitments affecting the financial position of theCompany between the end of the financial year and date of this report. There has been nochange in the nature of business of the Company.

Significant and Material orders passed by the Regulators or Courts orTribunals impacting 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 itsfuture operation.

NOMINATION AND REMUNERATION POLICY

The Company has a policy for selection and appointment of DirectorsKMPs and Senior Management Personnel and for determination of their remuneration. Thesalient features of Nomination & Remuneration Policy are stated in the CorporateGovernance Report. In addition the Chairman was also evaluated on the key aspects of hisrole. The Nomination & Remuneration Policy duly approved by the Board has been postedon the Company's websitehttps://uni-info.co.in/wp-content/uploads/2017/11/Nomination-Remuneration-Policy-1.pdf.

BOARD COMMITTEE

Pursuant to Section 135 177 & 178 of the Companies Act 2013Company had constituted 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 CorporateGovernance Report forms an integral part of Annual Report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Uniinfo Telecom Services (Thailand) Limited is the Wholly OwnedSubsidiary of your Company Also a new Wholly Owned Subsidiary Company has beenIncorporated in Sri Lanka Uniinfo Telecom Services (Private) Limited Statement in respectof the same as required under section 129 of the Companies Act 2013 read with Rule 5 ofthe Companies (Accounts) Rules 2014 in Form AOC-I is attached as "Annexure -II" and forms part of this report.

AUDIT COMMITTEE

Your Company pursuant to the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 has formed the Audit Committeeunder the Chairmanship of Mr. Prakash Chandra Chhajed. The composition of Audit Committeehas been stated under Corporate Governance Report and forms an integral part of report.

All recommendations made by the Audit Committee were accepted by theBoard. The role of the Committee is to provide oversight of the financial reportingprocess the audit process the system of internal controls and compliance with laws. Allpossible measures are taken by the Committee to ensure the objectivity and independence ofIndependent Auditors.

LISTING & DEPOSITORY FEE

The Company has paid Annual Listing Fee for the financial year 2020-21to National Stock Exchange of India Ltd. according to the prescribed norms &regulations.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197 (12) of the CompaniesAct 2013 ("the Act") read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companywill be provided upon request. In terms of Section 136 of the Act the Report and Accountsare being sent to the members and others entitled thereto excluding the information onemployees' particulars which is available for inspection by the members at theRegistered Office of the Company during business hours on working days of the Company upto the date of the ensuing AGM. If any member is interested in obtaining a copy thereofsuch member may write 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 of Insider Trading) Regulations 2015 Company has a Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information with a view tolay down practices and procedures for fair disclosure of unpublished price sensitiveinformation that could impact price discovery in market for its securities.

The Code of Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information is available on the website of the Company athttps://uni-info.co.in/wp-content/uploads/2017/11/Code-of-Conduct-for-Prevention-of-Insider-Trading.pdf.

PARTICULARS OF LOANS GUARANTEES OR AND INVESTMENTS

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the Financial Statement (Pleaserefer to Notes of the Financial Statement).

Disclosure Requirements

- As per the Provisions of the SEBI (LODR) Regulation 2015 thecorporate governance report with auditor's certificate thereon and managementdiscussion and analysis are attached which form part of this report.

- Details of the familiarization programme of the independent directorsare available on the website of the Company https://uni-info.co.in/wp-content/uploads/2017/n/Familiarization-Programmes.pdf.

- The Company has formulated and published a Whistle Blower Policy toprovide Vigil 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 websiteat https://uni-info.co.in/wp-content/uploads/2017/11/Vigil- Mechanism.pdf.

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

UTSL is committed to provide the healthy environment to all itsemployees the company has in place a Prevention of the Sexual Harassment Policy and anInternal complaints committee as per the requirements of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 The policy aims at educatingemployees on conduct that constitute sexual harassment ways and means to preventoccurrence of any such incident and the mechanism for dealing with such incident and themechanism for dealing with such incident in the unlikely event of its occurrence. TheCompany has also constituted an Internal Committee as required under Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and rules made thereunder.

Statement showing the number of complaints filed and the number ofcomplaints pending as on the end of the financial year is shown as under: The Preventionof the Sexual Harassment Policy is available on the company's websitehttps://uni-info.co.in/wp- content/uploads/2017/11/Prevention-of-Sexual-Harassment.pdf.

Category No. of complaints pending at the beginning of F.Y. 2020-21 No. of complaints filed during the F.Y. 2020-21 No. of complaints pending as at the end of F.Y. 2020-21
Sexual Harassment Nil Nil Nil

RELATED PARTY TRANSACTIONS

During the period under review all related party transactions thatwere entered on an arm's length basis and in the ordinary course of business. Thereare no materially significant related party transactions made by the Company withPromoters Directors KMPs or other designated persons which may have a potential conflictwith the interest of the Company at large. Since there are no material related partytransactions in the company. Therefore the company is not required to attach Form AOC-IIwith this report.

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

The Policy on Related Party Transactions is approved by the Board isavailable at the web link:https://uni-info.co.in/wp-content/uploads/2017/11/Policy-on-related-party-transactions.pdf.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is set out herewith as "Annexure- III" to this Report.

AUDITORS AND AUDIT REPORT

M/s A.P.G. & ASSOCIATES Chartered Accountants [FRN: 119598W]Indore (M.P.) has resigned from the post of Statutory Auditor of the Company on 01stJanuary 2021 and M/s A B M S & Associates Indore (M.P.) were appointed in the ExtraOrdinary General Meeting which was held on 01st March 2021 as the Statutory Auditors ofthe Company to fill the casual vacancy caused due to dissolution of Firm M/S A.P.G. &ASSOCIATES the Statutory Auditors has been appointed from the conclusion of EGM until theconclusion of the this Annual General Meeting and that they shall conduct the StatutoryAudit for the period ended 31st March 2021 on such remuneration and terms and conditionsas may be mutually decided between them."

M/s A B M S & Associates Indore (M.P.) be and is herebyre-appointed as Statutory Auditors of the Company for a period of 5 (Five) consecutiveyears from the conclusion of this Annual General Meeting (11th AGM) till the conclusion16th Annual General Meeting of the Company.

The Auditor's Report for the financial year 2020-21 does notcontain any qualification reservation or adverse remark. The Auditors report is annexedwith financial statements in this annual report for your kind perusal and information.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies Act 2013 andrules made thereunder the Board has appointed CS Manish Maheshwari Proprietor of M.Maheshwari & Associates Practicing Company Secretary to conduct Secretarial Auditfor the Financial Year 2020-21. The Secretarial Audit Report for the financial year endedMarch 312021 is annexed herewith marked as "Annexure - IV" in ‘Form No.MR-3 to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review the Statutory Auditor and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under Section 143(12) of the Companies Act 2013details of which needs to be mentioned in the Board's Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public fallingwithin the purview of Section 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014 and therefore there was no principal orinterest outstanding as on the date of the Balance Sheet.

CODE OF CONDUCT

In compliance with Regulation 26(3) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and theCompanies Act 2013 the Company has framed and adopted a Code of Conduct (the"Code"). The Code is applicable to the Members of the Board the SeniorManagement Officers and Employees of the Company.

All the Members of the Board the Senior Management Officers andEmployees have affirmed compliance to the Code as on 31st March 2021. Declaration to thiseffect signed by Managing Director cum CEO forms part ofthe Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committeeunder the Chairmanship of Mrs. Sudha Rathi Independent Director of the Company in orderto conduct and review Corporate Social Responsibility activities in a prudent manner.

During the year 2019-20 the Company has earned a Profit (Profit beforeTax) is Rs. 13135525 which is less that the limit prescribed under Section 135 oftheCompanies Act 2013 therefore the applicability of CSR does not arise to the Company inthe Year 2020-21.

Policy may be accessed on the Company's website at thelink:https://uni-info.co.in/wp-content/uploads/2017/11/CSR-policy_-UTSL.pdf.

CORPORATE GOVERNANCE

Your Company's Corporate Governance Practices are a reflection of thevalue system encompassing culture Policies and relationships with its stakeholders.Integrity and transparency are a key to Corporate Governance Practices to ensure that theCompany gain and retain the trust of its stakeholders at all times. Your Company iscommitted for highest standard of Corporate Governance in adherence of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 with theStock Exchanges a Report on Corporate Governance forms an integral part of this AnnualReport and Corporate Governance Report is also annexed as "Annexure - V" to thisBoard's Report.

VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant tothe provisions of Section 177(9) of the Companies Act 2013 read with the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The policy provides for a framework and process whereby concerns can be raised byits Employees and Directors to the management about unethical behavior actual orsuspected fraud or violation of the Code of conduct or legal or regulatory requirementsincorrect or misrepresentation of any financial statements and have been outlined inCorporate Governance Report which forms part of this Annual Report. The policy providesfor adequate safeguards against victimisation of employees and Directors of the Company.

The Vigil Mechanism/Whistle Blower Policy may be accessed on theCompany's website at the link: https://uni-info.co.in/wp-content/uploads/2017/n/Vigil-Mechanism.pdf.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Activity in foreign currency

(In Rs.)

Particulars 2020-21 2019-20
The Foreign Exchange earned in terms of actual inflows during the year; 267371 Nil
And the Foreign Exchange outgo during the year in terms of actual outflows. 174026 1453700

RISK MANAGEMENT

Risk is an integral part of business and your Company is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans. Policyon Risk Management may be accessed on the Company's website at the link: https://uni-info.co.in/wp-content/uploads/2017/11/Policy-on-Risk.pdf.

HUMAN RESOURCE

Many initiatives have been taken to support business throughorganizational efficiency process change support and various employee engagementprogrammers' which has helped the Organization achieve higher productivity levels. Asignificant effort has also been undertaken to develop leadership as well as technical/functional capabilities in order to meet future talent requirement.

UTSL HR processes such as hiring and on-boarding fair transparentonline performance evaluation and talent management process state-of- the-art workmendevelopment process and market aligned policies have been seen as benchmark practices inthe Industry. During the year under review the following Human Resources initiativesreceived greater focus:

• Employer of Choice: Employees are encouraged to express theirviews and are empowered to work independently. Employees are given the opportunity tolearn through various small projects which make them look at initiatives from differentperspectives and thus provide them with a platform to become result oriented. This hashelped greatly in overall development of the employee and has significantly arrested theattrition rate.

• Leadership Development: As a part of leadership developmenttalented employees have been seconded to the senior leadership team to mentor them andprepare them for the next higher role.

• Gender Equality: UTSL as a company has a policy to promoteGender Equality we hire female employees and mentor and groom them to take highermanagerial positions. We also encourage our female employee to have a good work lifebalance.

GENERAL

Your Directors state that during the year under review:

a) The Company has not issued shares (including sweat equity shares) toemployees of the Company under any scheme.

b) Neither the Managing Director nor the Whole-time Directors receiveany remuneration or commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standardsunder the Companies Act 2013.

d) There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between financial year ended on 31stMarch 2021 to which the financial statements relate and the date of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation andgratitude for all the cooperation extended by Government Agencies Bankers FinancialInstitutions Business Associates and Shareholders. The Directors also record theirappreciation for the dedicated services rendered by all the Executive Staff and Workers ofthe Company at all levels in all units and for their valuable contribution in the workingof the Company.

Date: 06.09.2021 for and on behalf of the Board of Directors
Place: Indore Kishore Kumar Bhuradia
DIN: 03257728
Managing Director

.