To The Members
Your Directors have pleasure in presenting the 28th Annual Report of theCompany and the Audited Accounts for the year ended March 31st 2019.
The summarized financial results of your Company are given in the table below:
(Amount in Rupees Rs.)
|Particulars ||Year ended March 31 2019 ||Year ended March 31 2018 |
|Total Income ||14858046 ||26786964 |
|Profit/Loss before Interest Depreciation & Tax (EBIT) ||1161067 ||4779509 |
|Finance Charges ||3520 ||3258 |
|Depreciation and Amortization Expenses ||39748 ||47606 |
|Provision for Income Tax (including for earlier years) ||195797 ||1209633 |
|Net Profit/(Loss) After Tax ||922003 ||3519012 |
*previous year figures have been regrouped/rearranged wherever necessary
Review of Operation
The Total revenue stood at 148 58046 in Financial Year 2018-19 as against 26786964in Financial Year 2017-18. The Profit after Tax in FY 2018-19 is lower 9 22003 ascompared to profit of 35 19012 last year.
State of the affairs of the Company
Details of State of the Company s Affairs are given in the Management Discussion andAnalysis.
Dividend & Reserves
Your Directors did not recommend any dividend for the financial year 2018-19 and notproposed to carry any amount to reserves.
Change in the nature of the business
During the year under review there was no change in the nature of the business of theCompany
Your Company has not accepted any deposits from the public or shareholder during theyear nor has any unclaimed or unpaid deposits at the end of the financial year 2018-19.
Number of meetings of the Board
The Board met five (5) times during the financial year the details of which are givenin the Corporate Governance report that forms part of this Annual Report. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013and Listing Regulations.
Directors Responsibility Statement
Pursuant to clause C Section 134(3) 134(5) of the Companies Act 2013 your Directorsconfirm that to the best of their knowledge and belief and according to the informationand explanation obtained by them
a) In the preparation of the annual accounts for the financial year ended March 31st 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand make judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year March 31st2019 and of the profit and loss of the company for that period;
c) The Directors had 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 had prepared the annual account on a going concern basis;
e) The Directors in case of the listed company had laid down the internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Declaration from Independent Directors
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
Nomination and Remuneration Policy
The Nomination & Remuneration Policy has been formulated pursuant to the provisionsof Section 178 and other applicable provisions of the Companies Act; 2013 and rulesthereto stating therein the Company's policy on Directors payment of managerialremuneration Directors qualifications positive attributes independence of Directors bythe Nomination & Remuneration Committee reviewed by the Board of Directors. The saidpolicy is furnished as Annexure-I And forms part of this report .
Policy on Sexual Harassment of women at work place
The Company has formulated a policy for the prevention of sexual harassment within theCompany. It ensures prevention and deterrence of acts of sexual harassment andcommunicates procedures for their resolution and settlement. Internal Complaint Committeehave been constituted which is chaired by a female employee of the Company in accordancewith the_ requirements under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 which ensures implementation and compliance with theLaw as well as the policy at every unit. There were no cases/ complaints reported in thisregard during the year 2018-19.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing and obligationsand disclosure requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance and that of its committees as well as performance of thedirectors individually. Feedback was sought covering various aspects of the Board sfunctioning such as adequacy of the composition of the Board and its committees BoardCulture Execution and performance of specific duties obligations and governance and theevaluation was carried out based on responses received from the directors.
A Separate exercise was carried out by the Nomination and Remuneration committee of theBoard to evaluate the performance of individuals Directors . The performance evaluation ofthe Non Independent Directors and the Board as a whole was carried out by the IndependentDirectors. The Directors expressed their satisfaction with the evaluation process.
None of the Independent Directors are due for re-appointment.
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of your Company Mr. Vinay K Mehta Director would retire by rotation at theensuing Annual General Meeting and being eligible for re-appointment. All independentdirectors have given their respective declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements regulations 2015.)
The Company Auditor M/s. Arun Jain & Associates Chartered Accountant hasexpressed their unwillingness for re-appointment as Statutory Auditors of the Company.Pursuant to the provisions of Section 139 & 142 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014there under Mr. Sanjoy Saha Chartered Accountants are proposed to be appointed asStatutory Auditors of the Company at the 28th Annual General Meeting to be held on 24thSeptember 2019 to hold office from the conclusion of this Annual General Meeting tillthe conclusion of the 33rd Annual General Meeting subject to the ratificationby the Members at every Annual General Meeting at a remuneration to be decided by theBoard of Directors in consultation with the Auditors Plus applicable Service tax andreimbursement of travelling and out of pocket expenses by them for the purpose of audit .
In this regard Mr. Sanjoy Saha Chartered Accountant have submitted their writtenconsent that they are eligible and qualified to be appointed as Statutory Auditors of theCompany in terms of Section 139 of the Companies Act 2013 and also satisfy the criteriaprovided in Section 141 of the Companies Act 2013.
The Board has appointed Mrs. Rupa Gupta Practicing Company Secretary (CP No. 11691) toConduct Secretarial audit of the Company for the financial year 2018-19 as required underSection 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark or disclaimer. TheSecretarial Audit Report for the financial year 2018-19 forms part of the Annual Report asAnnexure-II to the Board Report.
The Board has appointed M/s. DS Associate Chartered Accountants (FRN: 317063E) as itsinternal auditors for the financial year 2019-2020. The reports of internal auditors arediscussed in the Audit Committee Meetings.
Compliance Certificate on Corporate Governance
As required by the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 the auditors certificate on corporate governance is enclosed as Annexure-IIIto the board s report.
Internal Financial Controls
Your Company has in place adequate internal financial controls with reference tofinancial statements and such internal financial controls are adequate and are operatingeffectively.
Your Company has taken necessary steps for risk management including identifying riskwhich may threaten the existence/ Operations of the Company.
Report of Corporate Governance along with the certificate of the Auditors confirmingcompliance of condition of Corporate Governance as stipulated under Schedule V of the SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 forming part of theAnnual Report.
Management Discussion and Analysis
Management s Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) of the Listing Regulations is presented in a separate sectionunder the head "Management Discussion and Analysis" forming part of the AnnualReport.
The Audit committee comprises two Independent Directors namely Mr. Suresh Kumar Jain& Mrs. Reena Jain and one Non-executive Director Mr. Vinay K Mehta as member of theCommittee. All the recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism/Whistle Blower Policy
The Company has set up a Vigil Mechanism which also incorporates a whistle blowerpolicy in terms of the Listing Regulations. Protected disclosures can be made by a whistleblower through e-mail or dedicated telephone no. or a letter through to the VigilanceOfficer or to the Chairman of the Audit Committee. The policy on vigil mechanism andwhistle blower policy may be accessed on the Company s website at the www.unishire.com
During the year under review no protected disclosures were made by the whistleblowers.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act 2013 are not applicable to yourCompany.
The company disposed off two of its subsidiaries namely Fliege Realtors Pvt. Ltd. andRatna Kamal Solutions Pvt. Ltd. as on 21.12.2018 and total loss of Rs.49900/- on suchsale has been duly acknowledged in the Profit & Loss Account. Therefore afterdetermining overall materiality factor consolidated accounts have not been prepared as on31.03.2019 post disposal of all subsidiaries on 21.12.2018. The accounting standards applyto material items as per EAC opinion (CA Journal February 2003) which stated that conceptof materiality was applicable to the fundamental accounting assumptions so whensubsidiary is immaterial to the group as a whole the same may be ignored for the purposeof AS 21. The Company does not have any Joint Ventures Associate or Subsidiary Companiesas on 31.03.2019
Particulars of Loans Guarantees and Investments
During the year under review your company neither gave any Loans guarantees nor madeinvestments which are covered under Section 186 of the Companies Act 2013.
Material Changes and Commitments
There were no Material Changes and Commitments affecting Financial Position between theend of financial year and Date of the Report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure-IV tothis Report.
The details pertaining to composition of Nomination and remuneration Committee areincluded in the Annexure III Corporate Governance Report which forms part of this report.
Particulars of Contracts or Arrangements with Related Parties
Particulars of Contracts or Arrangements with Related Parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed as Annexure-Vto the Board report.
Particulars of Employees and Related Disclosure
Disclosures pertaining to remuneration and other details under Section 197(12) of theact read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended are annexed as Annexure-VI. However as per theprovisions of Section 136 of the Companies Act 2013 the reports and accounts are beingsent to the Members and others entitled thereto excluding the disclosure on particularsof employees 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 Annual General Meeting.
Disclosures pertaining to Remuneration and Statement showing the names of top tenemployees in terms of remuneration drawn as required under Section 197(12) of the Act andRule 5(2) & 5(3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 (as amended) is not applicable to the Company..
Conservation of Energy Technological Absorption and Foreign Exchange Earnings andOutgo
The Particulars relating to conservation of energy technological absorption foreignexchange earnings and outgo as required under Section 134(3)(m) is annexed as Annexure-VIIto this report.
Details of Significant and Material Orders passed by the Regulators
No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company s operations in future.
The equity shares of the Company is listed and traded on the Bombay Stock Exchange. Thelisting fees to the stock exchange for the year 2018-19 have been paid.
Registrar and Share Transfer Agent
Purva Sharegistry (India) Pvt. Ltd is Company s Registrars and Share Transfer Agent(RTA) as common agency both for physical and demat shares as required under theSecurities Contract (Regulation) Act 1956. The contact details of RTA forms part of theCorporate Governance Report.
Your Company started a sustainability initiative with the aim of going green andminimizing our impact on the environment. We are publishing only the statutory disclosurein the print version of Annual Report. Additional information is available on our websitewww.unishire.com.
Electronic copies of the Annual Report 2018-19 along with Notice of the 28hAnnual General Meeting are sent to the members whose email addresses are registered withthe Company/RTA/Depository Participant(s). For members who have not registered their emailaddresses physical copies of Annual Report 2018-19 and Notice of 28th AnnualGeneral Meeting are sent in the permitted mode. Members required physical copies can senda request to the Company.
The Board places on record its sincere appreciation for the continued support from therelevant Government Authorities Promoters Shareholders Suppliers Customers and otherbusiness associates for their strong support.
| ||For and on behalf of the Board |
| ||Unishire Urban Infra Limited |
| ||Pratik K. Mehta |
| ||(DIN: 01386506) |
|Place: Kolkata ||Managing Director |
|Date: July 26 2019 || |