You are here » Home » Companies » Company Overview » Unijolly Investments Company Ltd

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 37th Annual Report of yourCompany together with the audited statement of accounts for the year ended 31stMarch 2019.

1. FINANCIAL HIGHLIGHTS:

PARTICULARS 2018-19 2017-18
(Rs. In Mill) (Rs. In Mill)
Profit before depreciation 1.262 5.557
Less: Depreciation 0.019 0.020
Profit before taxes 1.243 5.537
Less: Provision for current taxation - 0.787
Less: Tax pertaining to earlier years 0.001 -
Add: MAT credit entitlement

-

0.730
Less: Provision for deferred taxation - -
Profit available for appropriation (A) 1.242 5.480
Other Comprehensive Income (B) (7.889) 8.010
Total Comprehensive Income (A+B) (6.647) 13.490
Transfer to Reserve fund 0.248 1.096
0.994 4.384
Surplus brought forward from last year 18.355 13.971
Surplus carried to balance sheet 19.349 18.355

2. STATE OF COMPANY'S AFFAIRS:

During the year under review the Company earned total revenue of Rs.1.893 Million ascompared to last year's total revenue of Rs.6.238 Million due to decrease in income fromsale of investments being a major share of income of the company also a decline inrevenue from derivatives. The downfall in revenue has led to reduction in net profitsafter tax from Rs.5.480 Million to Rs.1.242 Million. Your Directors are giving their bestefforts for exploring more business opportunities so as to increase the growth andprofitability of the Company in the years to come.

3. DIVIDEND:

In order to retain profits for growth and expansion of the Company your Directors donot recommend any dividend for the financial year 2018-19.

4. TRANSFER TO RESERVES:

The Company proposes to transfer Rs.0.248 Million to Reserve Fund out of current year'sprofits.

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:

Mr. Krishna Babu Cherukuri (DIN: 00993286) Director of the Company retires by rotationand being eligible offers himself for reappointment.

Mr. Murali Kanuri resigned from the position of Director w.e.f. 15th April2019.

Mr. Kameswara Sarma Chavali and Dr. Kasu Prasad Reddy are the Independent Directors onBoard whose tenure as Independent Directors expires at the ensuing Annual General Meetingand whose re-appointment for five years has been proposed by the Board of Directors forthe approval of members.

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:

The Company has appointed Ms. Soumya Challa as the CEO and Mr. Cumsali Venkateshwarluas CFO w.e.f. 10th April 2019.

The Company is looking for a suitable candidate for the position of Company Secretary.

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 AND AUDIT COMMITTEE MEETINGS HELD:

The Board of Directors and Audit Committee duly met 4 (Four) times during the FinancialYear from 1st April 2018 to 31st March 2019 on the following dates:

1. 30/05/2018

2. 10/08/2018

3. 12/11/2018

4. 31/01/2019

The composition and category of Directors their attendance at the Board Meetings andat the last AGM held during the FY 2018-19 are as follows:

Name of the Director Category of the Director Number of Board Meetings entitled to attend during the FY 2018-19 Number of Board Meetings attended during the FY 2018-19 Whether attended AGM held on 16/07/2018
Prasad Reddy Kasu DIN: 00246457 Independent Director 4 4 No
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 Director 4 4 Yes

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 2018-19 your Company has not accepted any deposits withinthe meaning of Sections 73 and 76 of the Companies Act 2013 read together with theCompanies (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-appointment of Company Secretary. The Directors have already given clarifications onthe same in the report in point no. 6 above.

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.

The Committee has been re-constituted with the following members:

Name of the Director Position
C. Kameswara Sharma Chairman
K.P. Reddy Member
Krishna Babu Cherukuri Member

The committee has been vested with the following roles and responsibilities:

• The recommendation for appointment remuneration and terms of appointment ofauditors of the company;

• Review and monitor the auditor's independence and performance and effectivenessof audit process;

• Examination of the financial statement and the auditors' report thereon;

• Approval or any subsequent modification of transactions of the company withrelated parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Monitoring the end use of funds raised through public offers and relatedmatters.

• Any other responsibility as may be assigned by the board from time to time.

• Such other roles as specified under Part C of Schedule II of SEBI (LODR)Regulations 2015.

13. NOMINATION & REMUNERATION COMMITTEE:

Pursuant to the provisions of section 178 of the Companies Act 2013 and Regulation 19of SEBI (LODR) Regulations 2015 the Company has constituted Nomination and RemunerationCommittee with the following members:

1. Shri Kasu Prasad Reddy (Independent Director) - Chairman

2. Shri Krishna Babu Cherukuri (Director) - Member

3. Shri Kameswara Sarma Chavali (Independent Director) - Member

The Committee is authorised to formulate the criteria for determining qualificationspositive attributes and independence of a director and recommend to the board a policyrelating to the remuneration for the directors KMP and other employees.

The Committee is also authorized to identify persons who are qualified to becomedirectors and who may be appointed in senior management in accordance with the criterialaid down recommend to the board their appointment and removal and carry out evaluationof every directors' performance and perform such other roles as specified under Part D ofSchedule II of SEBI (LODR) Regulations 2015.

14. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In pursuance of the provisions of section 178 of the Companies Act 2013 and Regulation20 of SEBI (LODR) Regulations 2015 the Board has constituted Stakeholders RelationshipCommittee with the following members:

1. Shri Kasu Prasad Reddy (Independent Director)- Chairman

2. Shri Krishna Babu Cherukuri (Director)- Member

3. Shri Kameswara Sarma Chavali (Independent Director)- Member

The committee shall look into various aspects of interest of shareholders debentureholders and other security holders and perform such other roles as specified under Part Dof Schedule II of SEBI (LODR) Regulations 2015.

15. 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 theextract of the Annual Return as at March 31 2019 is set out as Annexure -B andforms part of this report.

16. 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.

17. 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.

18. 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.

19. 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.

20. RELATED PARTY TRANSACTIONS:

During the Financial Year 2018-19 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. 20 of thenotes to financial statements.

During the financial year 2018-19 there were no transactions with related partieswhich qualify as material transactions under the Listing Regulations.

21. 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.

22. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 tothe Bombay Stock Exchange Limited where the Company's Shares are listed.

23. 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.

24. 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.

25. 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.

26. DEMATERIALIZATION OF SHARES:

99.22% of the company's paid up Equity Share Capital is in dematerialized form ason 31st March 2019 and balance 0.78% is in physical form.

27. 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 2019 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.

28. 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.

29. COMPLIANCE WITH THE CODE OF CONDUCT:

The members of board of directors and senior management personnel have affirmedcompliance with the code of conduct of board of directors and senior management.

30. 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 Krishna Babu Cherukuri Shantha Prasad Challa
Dated: 30th May 2019 Director Director
DIN: 00993286 DIN:00746477
Soumya Challa
Chief Executive Officer