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Unijolly Investments Company Ltd.

BSE: 503671 Sector: Financials
NSE: N.A. ISIN Code: INE130N01010
BSE 05:30 | 01 Jan Unijolly Investments Company Ltd
NSE 05:30 | 01 Jan Unijolly Investments Company Ltd

Unijolly Investments Company Ltd. (UNIJOLLYINVEST) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting the 36th Annual Report of yourCompany together with the audited statement of accounts for the year ended 31stMarch 2018.

1. FINANCIAL HIGHLIGHTS:

PARTICULARS 2017-18 2016-17
( Rs In Mill) ( Rs In Mill)
Profit before depreciation 5.557 1.931
Less: Depreciation 0.020 0.018
Profit before taxes 5.537 1.913
Less: Provision for current taxation 0.787 0.134
Less: Tax pertaining to earlier years - -
Add: MAT credit entitlement 0.730 0.124
Less: Provision for deferred taxation - -
Profit available for appropriation (A) 5.480 1.903
Other Comprehensive Income (B) 8.010 10.055
Total Comprehensive Income (A+B) 13.490 11.958
Reserve fund 1.096 0.380
4.384 1.523
Surplus brought forward from last year 13.971 12.448
Surplus carried to balance sheet 18.355 13.971

2. STATE OF COMPANY'S AFFAIRS:

During the year under review the Company earned total revenue of Rs 6.238 Million ascompared to last year's total revenue of Rs 3.889 Million showing an increase of 60%approximately. Being earning a major share of income from dividend and investments thecompany also earned a much higher revenue from derivatives as compared to previousfinancial year. The profit after tax has also increased to Rs 5.480 Million from Rs 1.903Million of previous year which is great rise. Your Directors are giving their bestefforts for exploring more business opportunities so as to increase the growth andprofitability of the Company.

3. DIVIDEND:

In order to retain profits for growth and expansion of the Company your Directors donot recommend any dividend for the financial year 2017-18.

4. TRANSFER TO RESERVES:

The Company proposes to transfer Rs 1.096 Million to Reserve Fund out of currentyear's profits.

5. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS:

Internal Financial Control Systems of the Company have been designed to providereasonable assurance with regard to recording and providing reliable financial andoperational information complying with applicable Accounting Standards.

Your Company has adopted accounting policies which are in line with the IndianAccounting Standards notified under Section 133 of the Companies Act 2013 read togetherwith the Companies (Indian Accounting Standards) Rules 2015. These are in accordance withGenerally Accepted Accounting Principles in India. Changes in policies if any areapproved by the Audit Committee in consultation with the Statutory Auditors.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Smt Shantha Prasad Challa (DIN: 00962582) Director of the Company retires by rotationand offers herself for reappointment.

Mr. Krishna Babu Cherukuri (DIN: 00993286) was appointed as an additional director onthe Board of the Company w.e.f. 11th July 2017 and it is proposed to appointhim as a Director in the Company. Requisite resolution forms part of the notice conveningthe Annual General Meeting.

In accordance with the provisions of the Companies Act 2013 read with the Rules issuedthereunder the Listing Regulations and the Articles of Association of the Company theIndependent Directors of the Company are not liable to retire by rotation.

Key Managerial Personnel:

As the company's operations are very low and the whole-time director is directlylooking after the affairs other Key Managerial Personnel have not been appointed since itwould be operationally and financially not viable.

Annual Evaluation of Board's Performance:

In terms of the provisions of Section 134 of the Companies Act 2013 the Directorscarried out the annual performance evaluation of the Board Committees of Board andindividual Directors along with assessing the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

7. NUMBER OF BOARD MEETINGS HELD:

The Board of Directors and Audit Committee duly met 4 (Four) times during the FinancialYear from 1st April 2017 to 31st March 2018 on the following dates:

1. 30/05/2017

2. 10/08/2017

3. 10/11/2017

4. 31/01/2018

The composition and category of Directors their attendance at the Board Meetings andat the last AGM held during the FY 2017-18 are as follows:

Name of the Director Category of the Director Number of Board Meetings entitled to attend during the FY 2017-18 Number of Board Meetings attended during the FY 2017-18 Whether attended AGM held on 10/07/2017
Prasad Reddy Kasu DIN: 00246457 Independent Director 4 4 Yes
Murali Kanuri DIN: 00897402 Non-Executive 4 4 Yes
Shantha Prasad Challa DIN: 00962582 Non-Executive 4 4 Yes
Kameswara Sarma Chavali DIN: 06933900 Independent Director 4 4 Yes
Krishna Babu Cherukuri DIN: 00993286 Additional Director 3 3 No

The Company complied with the provisions of the Companies Act 2013 SecretarialStandards and Listing Regulations regarding convening and conducting the Board and AuditCommittee Meetings.

8. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as theListing Regulations.

9. PUBLIC DEPOSITS:

During the financial year 2017-18 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

10. AUDITORS:

Statutory Auditors:

M/s G. Nagendra Sundaram & Co (FRN 005355S) Chartered Accountants Hyderabad arethe Statutory Auditors of the Company who were appointed in the 35th AnnualGeneral Meeting of the Company held on 10th July 2017 to hold office till theconclusion of the 40th Annual General Meeting. As per the newly enforcedSection 40 of Companies (Amendment) Act 2017 effective from 7th May 2018 theratification of appointment of auditors is not required under Section 139 of the CompaniesAct 2013. M/s G. Nagendra Sundaram & Co have confirmed their eligibility andqualification required under Sections 139 141 and other applicable provisions of theCompanies Act 2013 and Rules made thereunder (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Mudit Kapoor Practicing Company Secretary CP No. 18194 to conduct theSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure- A to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark. However the Secretarial Auditor has mentioned aboutnon-constitution of the Nomination and Remuneration Committee and non-appointment of wholetime Key Managerial Personnel on the Board of Company. The Directors have already giventhe clarifications on the same in the report.

11. AUDIT OBSERVATIONS:

The Auditors have commented that the Company has not obtained Certificate ofRegistration from Reserve Bank of India or its consent in accordance with the provisionsof Section 45 IA of the Reserve Bank of India Act 1934 for carrying on the business ofdealing in investment in shares and other securities. It is hereby clarified that theCompany is not carrying on NBFC activity and that it has invested the Company's own fundsin shares. The Company has no borrowings of any kind or public Deposits nor has it issuedany NCDs. However the Company will take steps to comply with the Reserve Bank of Indiaregulations as and when required.

Notes to Accounts are self-explanatory and do not call for any further comments.

12. AUDIT COMMITTEE:

The Audit Committee reviews the audit reports submitted by the Statutory Auditorsfinancial results Effectiveness of internal audit processes and the Company's riskmanagement strategy. It reviews the Company's established Systems and the Committee isgoverned by a Charter which is in line with the regulatory requirements mandated by theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Following are the members of the audit committee:

Name of the Director Position
C. Kameswara Sharma Chairman
K.P. Reddy Member
Murali D. Kanuri Member

13. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Companies (Management and Administration) Rules 2014 theextracts of the Annual Return as at March 31 2018 is set out as Annexure -B andforms part of this report.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Being an investment company there are no particulars to be furnished in this report asrequired by section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 relating to conservation of energy and technology absorption. Therewere no foreign exchange earnings or outgo during the year.

15. CORPORATE SOCIAL RESPONSIBILITY:

As the Company has not reached the threshold limits specified in section 135 of theCompanies Act 2013 the Board of Directors of your Company has not constituted a CSRCommittee and no activity is presently taken up.

16. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

In pursuance to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.

Every listed Company is required to establish the Vigil Mechanism for their Directorsand Employees to report their genuine concerns or grievances under the Companies Act 2013and rules notified therein by Government of India.

Vigil Mechanism for the Directors and Employees of Unijolly Investments Company Limitedinteralia stipulate the following:

• The Audit Committee shall oversee the Vigil Mechanism through the Committee andif any of the members of the Committee have a conflict of interest in a given case theyshould recuse themselves and the others on the Committee would deal with the matter onhand.

• The Vigil Mechanism shall provide for adequate safeguards against victimizationof Employees and Directors who avail of the Vigil Mechanism and also provide for directaccess to the chairperson of the Audit Committee.

• In case of repeated frivolous complaints being filed by a Director or anEmployee the Audit Committee may take suitable action against the concerned Director orEmployee including reprimand.

17. ANTI SEXUAL HARASSMENT POLICY:

Your Company has laid down Anti Sexual Harassment Policy under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 which isavailable on the website of the Company. No complaints have been received by the Companyduring the year under review.

18. RELATED PARTY TRANSACTIONS:

During the Financial Year 2017-18 the transactions entered into by the Company withrelated parties which are covered under Section 188 of the Companies Act 2013 are onlypertaining to lease rent payments the details of which are provided in Note No. 23 of thenotes to financial statements.

During the financial year 2017-18 there were no transactions with related partieswhich qualify as material transactions under the Listing Regulations.

19. CORPORATE GOVERNANCE REPORT:

The Company's paid up equity share capital is not exceeding rupees ten crore and networth is not exceeding rupees twenty-five crore as on the last day of the previousfinancial year and hence the Corporate Governance Report is not applicable on the Companyas per Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

20. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 tothe

Bombay Stock Exchange Limited where the Company's Shares are listed.

21. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL / EMPLOYEES:

The Company has not paid any remuneration to Directors and none of the Directors andEmployees are covered under Section 197 of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. There are nopermanent employees on rolls of the Company.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the Listing Regulations the ManagementDiscussion and Analysis Report is enclosed as Annexure C and is a part of thisreport.

23. RISK MANAGEMENT:

The company has been addressing various risks impacting the company and the policy ofthe company on risk management is provided in the Management Discussion and AnalysisReport which forms part of the annual report.

24. DEMATERIALIZATION OF SHARES:

99.22% of the company's paid up Equity Share Capital is in dematerialized form ason 31st March 2018 and balance 0.78% is in physical form.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c ) and 134(5) of the Companies Act 2013 Directors of yourCompany hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not provided any loans covered under Sections 185 and 186 of theCompanies Act 2013. The Company has not provided any guarantee or security for any loans.Details of Investments covered under the provisions of Section 186 of the Companies Act2013 are given in the notes to the Financial Statements. The provisions of Section 186 ofthe Companies Act 2013 do not apply to the Company.

27. REMUNERATION POLICY:

As the Directors/Key Managerial Personnel are not drawing any remuneration from theCompany the Committee is not formed. But as and when required committee shall beconstituted in the name and style of "Nomination and Remuneration Committee" ofthe Board.

28. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

FOR & ON BEHALF OF THE BOARD
Place: Hyderabad Murali Kanuri Shantha Prasad Challa
Dated: 30th May 2018 Director Director
00897402 00962582