Your Directors have pleasure in presenting the 26th Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended 31st March 2018.
| || ||(Rs in Lakh) |
|Financial Results ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
|Gross Revenue for the year ||24791.44 ||51092.89 |
|Profit/(Loss) before Tax & Extraordinary Items ||(2925.54) ||13.47 |
|Less : Provision for Taxation (Including Deferred Tax) ||3.66 ||4.41 |
|Profit/(Loss) after Tax ||(2921.79) ||9.06 |
|Add : Prior Period Adjustments ||(0.32) ||1.14 |
|Profit available for appropriation ||(2921.47) ||7.92 |
|Less : Transfer to General Reserves ||- ||1.58 |
|Add : Profit brought forward from Previous Year ||466.68 ||460.34 |
|Balance carried forward ||(2454.79) ||466.68 |
OVERVIEW OF ECONOMY
The year 2017 was marked by a number of key structural initiatives to build strengthacross macro-economic parameters for sustainable growth in the future. The growth in thefirst half of the year suffered despite global tailwinds. However the weakness seen atthe beginning of 2017 seems to have bottomed out as 2018 set in. Currently the economyseems to be on the path to recovery with indicators of industrial production stockmarket index auto sales and exports having shown some uptick ( shown below). We believethat India's economic outlook remains promising for FY17-18 and is expected to strengthenfurther in FY18-19. However the signs of green shoots should not be taken for granted asdownside risks remain.
The biggest challenges for 2018 are as to how the economy can maintain its recovery inthe face of increasing inflationary pressures coupled with a higher fiscal deficit aswell as an increasing debt burden. The key to this conundrum lies in the revival ofconsumer demand and private investment.
OVERALL PERFORMANCE & OUTLOOK
Gross revenue from operations during the year stood at Rs 24791.44 lakh in comparisonto last years revenue of Rs 51092.89 lakh whereas Net Profit from after tax andExtra-Ordinary Items stood at Rs (2921.47) lakh in comparison to last years' profit of Rs7.92 lakh.
The Company has suffered a significant loss during the current financial year for thereason of sale of part of its Investments in equity shares as the Company wanted to cleanits Balance Sheet rather than betting or waiting for price to come.
The economic scenario of the stock market (particularly in the mid-cap and small-capsegment) was very bad for the Company due to the fall in the shares of Small Cap and addedsurveillance measures imposed by regulators. The Company feels that the pain will becontinuing for current year also as sentiments are yet to improve. Even the pain inmid-cap also started to show panic among investors and erosion in the investments ofinvestors. In case of investment in unlisted shares categorization of most of companiesin to the "Shell Company" has added more difficulties to the Company as theCompany is not able to encash its investments and thus feeling heat of lack of workingcapital. The Company is looking to all aspects to revive and to come out of difficultphase.
Outlook for next financial year continue to be challenging due to increasedcompetition import of cheap computer products from China Singapore and Taiwan andfalling demand by consumers. On capital market front continued slide in the price ofscrip in the small cap and mid capsegment may be a cause of concern for the company.
Your Company is one of the Non-Deposit taking RBI registered NBFC Company and is in tothe Business of finance and investments in Securities Market. Apart from these activitiesthe Company is also doing the business of trading of Computer Software and Hardware.
DIVIDEND AND RESERVES
Due to huge losses the Company has suffered in current year and in order to conserveresources to meet the working capital requirements your Directors do not propose anydividend for the year under review.
During the year under review sum of Rs Nil were transferred to General Reserves.
The paid up Equity Share Capital as on March 31 2018 was Rs 23.0002 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2018 none of the Directors and/orKey Managerial Person of the Company hold instruments convertible into Equity Shares ofthe Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits/(loss) and cash flows for the year ended31st March 2018.
The Company continues to focus on judicious management of its working capital.Receivables Stock-in-Trade and other working capital parameters were kept under strictcheck through continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of Listing Regulations; during the financial year were in theordinary course of business and on an arm's length pricing basis and do not attract theprovisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are notattracted and thus disclosure in term of Section 134(3)(h) r/w Rule 8(2) of the Companies(Accounts) Rules 2014 and under Regulation 34(3) & 53(f) Para A of Schedule V ofSEBI(LODR) Regulations 2015 is attached as Annexure I. Further there are no materiallysignificant transactions with related parties during the financial year which were inconflict with the interest of the Company. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the Financial Statements. Thepolicy on Related Party Transactions as approved by the Board is uploaded on the Company'swebsite.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34(3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors' Report.
CHANGE IN NATURE OF BUSINESS IF ANY.
There are no changes in the nature of business in the financial year 2017-18.
The Board of Directors have laid down the manner for carrying out an annual evaluationof its own performance its various Committees and individual directors pursuant to theprovisions of the Act and relevant Rules and the Corporate Governance requirements are incompliance with Regulation 17 of Listing Regulations 2015. The performance of the Boardwas evaluated by the Board after seeking inputs from all the Directors on the basis ofvarious criteria such as Board Composition process dynamics quality of deliberationsstrategic discussions effective reviews committee participation governance reviews etc.The performance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of criteria such as Committee composition processdynamics deliberation strategic discussions effective reviews etc. The Nomination andRemuneration Committee reviewed the performance of the individual Directors on the basisof the criteria such as transparency analytical capabilities performance leadershipethics and ability to take balanced decisions regarding stakeholders etc.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2017-18 are given in the separate section of Corporate Governance Report.
All Committees of the Board of Directors are constituted in line with the provisions ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
There is no change in Management of the Company during the year under review.
There is no change in composition of Board during the year under review.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of Listing Regulations.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting ( Rs AGM') of the Company.
As per requirements of Regulation 25 of Listing Regulations a person shall not serveas an independent director in more than seven listed entities: provided that any personwho is serving as a whole time director in any listed entity shall serve as an independentdirector in not more than three listed entities. Further independent directors of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors and members of the management and all the independent directorsshall strive to be present at such meeting.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|Sl. No. ||Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. ||- ||- ||- ||- |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)I of theCompanies Act 2013:
1. that in the preparation of the Annual Accounts for the year ended March 31 2018the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
2. the directors had 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 the Company as at March 31 2018 and of the profit ofthe Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. the annual accounts have been prepared on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and 6. that the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
BUSINESS RISK MANAGEMENT
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is examined periodically by the Board and the Audit Committee.
However provision of Regulation 21 of Listing Regulations for constitution of RiskManagement Committee is not applicable to the Company.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has an Internal Control System which is commensurate with the sizescale scope and complexity of its operations. To maintain its objectivity andindependence an independent firm of Chartered accountants has been appointed as theInternal Auditors who report to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in your Company its compliance with operating systems accountingprocedures and policies of your Company. Based on the report of the Internal Auditorsplaced before the Audit Committee process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. The internal controls have beenreported by the Auditors to be adequate and effective during the year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company i.e.www.unisyssoftwares.com
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
At the 22nd Annual General Meeting held on Tuesday 30th September 2014 M/s. B. S.Kedia & Co. Chartered Accountants Kolkata (FRN 317159E) were appointed as theStatutory Auditors of the Company to hold office from the conclusion of 26th AGM till theconclusion of the Annual General Meeting to be held in the year 2018 subject toratification of the appointment by the Members at every AGM held after the 22nd AGM of theCompany.
B. S. Kedia & Co. Chartered Accountants Kolkata (FRN 317159E) vide theirletter dated 29th May 2018 have resigned from the position of Statutory Auditors of theCompany after the conclusion of forthcoming 26th Annual General Meeting resulting into acasual vacancy in the office of Statutory Auditors of the Company as envisaged by section139(8) of the Companies Act 2013.
The Company is looking to fill the casual vacancy caused due to the resignation of M/s.B. S. Kedia & Co. Chartered Accountants Kolkata (FRN 317159E) effective fromthe conclusion of 26th Annual General Meeting.
The Audit Report given by M/s. B. S. Kedia & Co. Chartered Accountants Kolkata(FRN 317159E) (erstwhile Statutory Auditors) for the financial year 2017-18forming part of this Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Sinu Surolia Company Secretaries in Practice (C. P. No. 17293) to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed in this Annual Report as Annexure II.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2018 made under the provisionsof Section 92(3) of the Act is attached as Annexure III to this report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thesame is not applicable to the Company as none of employee is drawing remuneration inexcess of the limits set out in the said rules and thus no disclosure has been provided inthis Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 by way of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2016 dated June 30 2016 ("Amended ManagerialRemuneration Rules 2016") the report is not applicable to the Company.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.
PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013
Your Company is one of the RBI registered NBFC and is into the business of trading incomputer software & hardware products into the business of financing andtrading/investment activities in Capital Markets; and thus the information regardingConservation of Energy Technology Absorption Adoption and Innovation as defined undersection 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.
During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.
Your Directors wish to place on record their appreciation towards contribution of allthe employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.
|Kolkata May 29 2018 ||By order of the Board |
| ||For Unisys Softwares & Holding Industries Ltd. |
|Registered Office : ||Jagdish Prasad Purohit |
|75C Park Street ||(DIN : 00083125) |
|Basement Kolkata-700 016. ||Chairman & Managing Director |