To the Members
Your Directors present the 33 Annual Report along with the Audited Financial Statementsand the Auditor's Report thereon for the period ended 31st March 2018.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
The performance during the period ended 31st March 2018 has been as under:
|Particulars ||2017-18 ||2016-17 |
|Total Income ||1625450 ||31023928 |
|Total Expenditure ||3271613 ||28305113 |
|Profit Before Tax ||(1646163) ||2718815 |
|Provision for Tax ||-- ||751779 |
|Profit after Tax ||(1646163) ||1967036 |
2. Performance Review:
During the year under review the Company has recorded an income of Rs. 1625450 andloss of Rs. (1646163) as against the income of Rs. 31023928 and loss of Rs. 1967036in the previous financial year ending 31.03.2017.
3. Change in the nature of business:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
4. Amount to be transferred to reserves and dividend proposed:
In the current financial year No amount was transferred to reserves and the Board ofDirectors of the Company does not recommend any dividend for the financial year underreview.
5. Material changes & commitment affecting the financial position of theCompany
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisreport.
6. Revision of financial statements:
There was no revision of the financial statements for the year under review.
7. Significant & material orders passed by the Regulators or Courts orTribunals
No significant or material orders have been passed against the Company by theRegulators Courts or Tribunals which impacts the going concern status and company'soperations in future.
Keeping the Company's growth plans in mind your Directors have decided not torecommend dividend for the year.
9. Deposits From Public:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
10. Indian Accounting Standards:
Your Company has adopted Indian Accounting Standard (Ind AS) notified by MCA and therelevant provision of the Companies Act 2013 and the general circulars issued by theMinistry of Corporate Affairs from time to time.
The significant accounting policies which are consistently applied have been set out inthe notes to the Financial Statements.
11. Training of Independent Directors:
Your Company's Independent Directors are highly qualified and have been associated withcorporate and business organizations. They understand Company's business and activitiesvery well however pursuant to Regulation 4 of the Listing Regulations the Board hasshown all the Independent Directors Company's business and manufacturing activities andwere also introduced to Company's staff.
12. Independent Director's familiarization programmes
The Company continued with its Independent directors' familiarization program forfamiliarizing them with company's operations regulatory and critical aspects which wouldenable them to effectively discharge responsibilities and functions conferred on them.Programs undertaken during the year include:
i. Corporate Strategy & plans of action. ii. GST & SAP implementation and itsimpact. iii. Workshop on Board Dynamics. iv. Investment of surplus funds & projectstatus. v. Risk analysis & mitigation framework of the Company. vi. SEBI Regulations& other Statutory laws. vii. Companies Act 2013 & Amendment rules ®ulations.
Details of familiarization programme imparted is placed on the Company's website andits web link is http://www.uniproltd.com
13. Evaluation of Board Committees and Directors
Pursuant to the provisions of the Act and the Listing Regulations the Board hadcarried out performance evaluation of its own the Board Committees and of the Independentdirectors. Further Independent Directors at a separate meeting evaluated performance ofthe Non Independent Directors Board as a whole and of the Chairman of the Board.
Manner in which the evaluation has been carried out and matters incidental theretohave been detailed in the Report on Corporate Governance which forms part of this report
14. Managerial Remuneration and particulars of employees
Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to this report as "Annexure D".
Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 pertaining to the top ten names andother particulars of employees also form part of this report. However this information isnot sent along with this report pursuant to the proviso to Section 136(1) of the Act. Anyshareholder interested in obtaining a copy of the same may write to the CompanySecretary/Compliance Officer at the registered office address of the Company.
15. Number of Board and Committee Meetings:
Pursuant to Section 134(3) (b) details of Board Meetings held during the year aregiven in the Report on Corporate Governance.
During the year four board meetings and four audit committee meetings & fourStakeholder Relationship Committee Meetings and two Nomination & Remunerationcommittee meetings were held details of which are given in the Corporate GovernanceReport. The intervening gap between the meetings was within the period prescribed underthe Companies Act 2013.
A separate meeting of Independent Directors pursuant to Section 149(7) read withSchedule VI of the Companies Act 2013 and Regulation 25 of the Listing Regulations washeld on 14 February 2018.
16. Directors and key managerial personnel:
Mr. D. V. Ramana Reddy is the Managing Director of the Company. Ms. D. Aparna Reddy -Whole Time Director & Chief Financial Officer Mr. P. L. Varadarajan Mr. K. RamgopalMr. S. Somshekar Mr.B.Mallikarjun Reddy are the Independent Directors on Board of Uniproand Mr.Pradeep Kumar has resigned from the board during the financial year 2017-18.
17. Regulatory Affairs Between The End of Financial Year And Date Of Report
The following were the regulatory affairs occurred as on the date of Board's Report
As per SEBI Circular No. IMD/FPIC/CIR/P/2018/61 dated 5th April 2018 theCentral Depository Services (India) Limited (CDSL) was appointed as the DesignatedDepository for the purpose of monitoring the Foreign Investment Limits in the Company.
As per SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated 28th May 2018the Central Depository Services (India) Limited (CDSL) was appointed as the DesignatedDepository for the purpose of System Driven Disclosures in Securities Market for theCompany.
18. Green Initiative:
Securities and Exchange Board of India (SEBI) has vide its circular No.SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73dated 20th April 2018 mandated that all theshareholders whose ledger folio do not have or having incomplete details with respect totheir PAN and Bank particulars must submit the same to the Registrar and Transfer Agent(RTA) or the Company.
Your active co-operation is required in this regard and in order to be a part of thegreen initiative to help in conserving trees for a greener India and to enable theCompany to disseminate to you all the requisite documents and information electronicallyi.e. through emails and make payments of dividend directly into your bank account you arerequested:-
a. To provide your PAN and bank details as required by SEBI. For crediting yourdividend amount directly into your bank account through National Automated Clearing House(NACH) a separate form is attached for providing your bank details kindly fill and signthe form and submit with RTA/Company (for shares held in physical form) or with yourdepository participant (for shares held in demat form) as the case may be along withrequisite documents mentioned in the form within stipulated time.
b. To register or update your e-mail address by filling in and signing the attachedform and submit with RTA/Company (for shares held in physical form) or with yourdepository participant (for shares held in demat form) as the case may be along withrequisite documents mentioned in the form within stipulated time.
Kindly note that it is mandatory for the Company to mention your bank details on thedividend payment instrument in case where NACH details are not registered with theCompany / RTA.
19. Statutory Auditors :
The members of the company in accordance with section 139 of the Companies Act 2013had passed a resolution for appointment of M/s. Chanamolu & Co. as Statutory Auditorsof the company for a period of 5 years in the AGM held on 29.09.2014 to hold office up tothe conclusion of 34th Annual General Meeting of the company to be held in the financialyear 2019-20 which was subject to ratification as per the provisions of Companies Act2013.
However pursuant to notification from the MCA dated 07.05.2018 ratification ofappointment of statutory auditors at every Annual General Meeting has been omitted.
20. Internal auditors:
The Board of Directors based on the recommendation of the Audit Committee has appointedMr.N.Srinivas (Finance Head) as the Internal Auditor of your Company. The InternalAuditors are submitting their reports on quarterly basis.
21. Secretarial auditors:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial
Personnel) Rules 2014 Ms. Aakanksha Shukla Practicing Company Secretary wasappointed to undertake the Secretarial Audit of the Company for the Financial Year2017-18.
The Secretarial Audit Report in Form MR 3 is annexed herewith as Annexure I to thisreport.
22. Qualifications in audit reports:
Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made if any.
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2018 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the rapid global challenges.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and noted is at the same thatthe company has not appointed company secretary during the year but the company is takingnecessary measures to appoint the same at the earliest.
23. No Frauds reported by statutory auditors
There is no instance of frauds reported by the statutory auditors of the Company forthe financial year under review under sub Section (12) of Section 143 of the CompaniesAct 2013.
24. Conservation of energy technology absorption and foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder and Rule 8 of Companies (Accounts) Rules 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: Nil
2. Foreign Exchange Outgo: Nil
The properties and assets of your Company are adequately insured.
26. Particulars of loans guarantees:
The Company has not availed any facilities of Credit and Guarantee.
27. Management discussion and analysis report:
Management discussion and analysis report for the year under review as stipulated underRegulation 4(3) read with schedule V Part B of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchange in India is presented in aseparate section forming part of the annual report.
28. Risk management policy:
Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well-structured riskmanagement process.
29. Corporate governance:
A Separate section titled "Report on Corporate Governance" along with theAuditors' Certificate on Corporate Governance as stipulated under Regulation 34 read withSchedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 as a part of this Annual Report.
30. Committees of the board:
Currently the Board has 4 committees: the Audit Committee the Nomination andRemuneration Committee the Stakeholder Relationship Committee and the Risk ManagementCommittee. A detailed note on composition of the Board and its committees is provided inthe Corporate Governance Section of the Annual Report.
31. Extract of Annual Return:
As provided under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return underMGT 9 is attached to this report as "Annexure-B".
32. Authorised and paid up capital of the company:
The authorized capital of the company stands at Rs. 70000000/- divided into7000000 equity shares of Rs.10/- each. The company's paid up capital is Rs.60849000/- divided into 6084900 equity shares of Rs. 10/- each.
33. Declaration by Independent Directors:
All Independent Directors have given declarations that they meet the criteria ofindependence as prescribed under the provisions of the Companies Act 2013 and Regulations16(1)(b) and 25 of the Listing Regulations.
34. Policy on Directors appointment and Remuneration and other details:
The Company's policy on Directors appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 has been disclosed in CorporateGovernance Report which forms part of Annual Report.
35. Director's Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that: -
a) in the preparation of the annual accounts for the financial year ended 31 March2018 the applicable accounting standards and schedule III of the Companies Act 2013 havebeen 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 your Company as on 31 March 2018 and of the profitand loss of the Company for the financial year ended 31 March 2018;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d)the annual accounts have been prepared on a going concern basis;
e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws werefollowed and that such systems were adequate and operating effectively.
36. Secretarial Standards:
The company is in compliance with Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
37. Vigil Mechanism/Whistle Blower Policy:
The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. The Company has a vigil mechanism to deal with fraud andmismanagement if any. The policy is on the website of the Company.
38. Corporate social responsibility policy:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
39. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting asset managementadherence to Management policies and also on promoting compliance of ethical and welldefined standards. The Company follows an exhaustive budgetary control and standardcosting system. Moreover the management team regularly meets to monitor goals and resultsand scrutinizes reasons for deviations in order to take necessary corrective steps. TheAudit Committee which meets at regular intervals also reviews the internal control systemswith the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All auditobservations and follow up actions are discussed with the Management as also the StatutoryAuditors and the Audit Committee reviews them regularly.
40. Related Party Transactions:
There are no related party transactions during the financial year under review.
41. Disclosure about cost audit:
Cost Audit is not applicable for the financial year 2017-18.
42. Employee relations:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
The ratio of remuneration of each director to the median of employees' remuneration asper Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed to theBoard's report. (Annexure 3).
None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 134 of the CompaniesAct 2013.
43. Ratio of remuneration to each director:
Under section 197(12) of the Companies Act 2013 and Rule 5(1) (2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 no remuneration has been paid toany of the Directors of the Company for the financial year 2017-18.
44. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
45. Industry based disclosures as mandated by the respective laws governing thecompany:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
46. Prevention of Sexual Harassment at Workplace:
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition &Redressal) Act 2013 read with rules made thereunder your Company hasconstituted Internal Complaints Committee which is responsible for redressal of complaintsrelated to sexual harassment. During the year under review there were no Complaintspertaining to sexual harassment.
47. Appreciation & acknowledgement:
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication co-operation support and smartwork have enabled the company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other "financial institutions and shareholders of the Companylike SEBI BSE NSDL CDSL Banks etc. for their continued support for the growth of theCompany.
| ||For and on behalf of the Board |
| ||Unipro Technologies Limited |
| ||Sd/- |
| ||D. V.Ramana Reddy |
|Place: Hyderabad ||Managing Director |
|Date: 14.08.2018 ||(DIN: 02957936) |